Click it and Unblock the Notifications
Directors Report of SRF Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.
|
1. Financial Results |
(? in lakhs) |
|
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue from operations (Net) |
5,119 |
4,769 |
|
Profit before tax |
1,414 |
1,073 |
|
Provision for taxation: |
||
|
Current tax (net) |
360 |
248 |
|
Deferred tax |
(32) |
29 |
|
In respect of earlier years |
- |
14 |
|
Profit after taxation |
1,086 |
782 |
|
Add: Balance brought forward |
4,591 |
4,043 |
|
Add: Other Comprehensive Income for the year |
(1) |
1 |
|
Total |
5,676 |
4,826 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
5,423 |
4,591 |
|
Total |
5,676 |
4,826 |
2. Dividend
Based on the Company''s performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
Your Board is pleased to report that
⢠Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)
⢠Profits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year
Importantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Moving forward, we are confident that with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expected to benefit from the growth in
the coming years and its financial performance should continue to grow.
Future Outlook
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales by 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A1'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
Board Evaluation
For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and longterm performance objectives relevant to the Company''s operations. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company undertook several initiatives aimed at energy conservation. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Additionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power savings.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2025
Foreign Exchange Earnings : Export of goods - Rs. 121 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 808 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
The Company maintained cordial and constructive industrial relations throughout the year. Regular training programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.
The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behavior, suspected fraud, or violations of the Company''s Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received under the Whistle Blower Policy during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
11. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annuexure I
12. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 21.0 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission.
ii. Ugam Foundation - Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 159 KGBVs across 17 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over 6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II.
13. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.
There are no relationships between the Directors inter-se.
Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company concerned and shall also be posted on
the website of the Company viz. www.snlbearings.in.
14. Extract of Annual Return
The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.snlbearings.in.
15. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is attached as Annexure-III to this Report.
17. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
18. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
19. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N/N500013) has been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure V and does not contain any qualification, observation, reservation or adverse remark.
In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.
20. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
21. Audit Committee
The Audit Committee comprises of Mr. Claude Alex D''Gama Rose (Chairman), Ms. Harshbeena Zaveri, Mr. Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
22. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla,, Practicing Company Secretary and Secretarial Auditor of the Company.
23. Details in respect of frauds reported by auditors
During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the
Board under Section 143(12) of the Act.
24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.
26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.
27. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
29. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.
The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.
Mar 31, 2025
Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.
|
1. Financial Results |
(? in lakhs) |
|
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue from operations (Net) |
5,119 |
4,769 |
|
Profit before tax |
1,414 |
1,073 |
|
Provision for taxation: |
||
|
Current tax (net) |
360 |
248 |
|
Deferred tax |
(32) |
29 |
|
In respect of earlier years |
- |
14 |
|
Profit after taxation |
1,086 |
782 |
|
Add: Balance brought forward |
4,591 |
4,043 |
|
Add: Other Comprehensive Income for the year |
(1) |
1 |
|
Total |
5,676 |
4,826 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
5,423 |
4,591 |
|
Total |
5,676 |
4,826 |
2. Dividend
Based on the Company''s performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
Your Board is pleased to report that
⢠Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)
⢠Profits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year
Importantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Moving forward, we are confident that with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expected to benefit from the growth in
the coming years and its financial performance should continue to grow.
Future Outlook
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales by 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A1'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
Board Evaluation
For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and longterm performance objectives relevant to the Company''s operations. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company undertook several initiatives aimed at energy conservation. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Additionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power savings.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2025
Foreign Exchange Earnings : Export of goods - Rs. 121 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 808 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
The Company maintained cordial and constructive industrial relations throughout the year. Regular training programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.
The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behavior, suspected fraud, or violations of the Company''s Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received under the Whistle Blower Policy during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
11. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annuexure I
12. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 21.0 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission.
ii. Ugam Foundation - Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 159 KGBVs across 17 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over 6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II.
13. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.
There are no relationships between the Directors inter-se.
Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company concerned and shall also be posted on
the website of the Company viz. www.snlbearings.in.
14. Extract of Annual Return
The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.snlbearings.in.
15. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is attached as Annexure-III to this Report.
17. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
18. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
19. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N/N500013) has been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure V and does not contain any qualification, observation, reservation or adverse remark.
In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.
20. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
21. Audit Committee
The Audit Committee comprises of Mr. Claude Alex D''Gama Rose (Chairman), Ms. Harshbeena Zaveri, Mr. Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
22. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla,, Practicing Company Secretary and Secretarial Auditor of the Company.
23. Details in respect of frauds reported by auditors
During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the
Board under Section 143(12) of the Act.
24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.
26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.
27. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
29. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.
The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.
Mar 31, 2025
Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.
|
1. Financial Results |
(? in lakhs) |
|
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue from operations (Net) |
5,119 |
4,769 |
|
Profit before tax |
1,414 |
1,073 |
|
Provision for taxation: |
||
|
Current tax (net) |
360 |
248 |
|
Deferred tax |
(32) |
29 |
|
In respect of earlier years |
- |
14 |
|
Profit after taxation |
1,086 |
782 |
|
Add: Balance brought forward |
4,591 |
4,043 |
|
Add: Other Comprehensive Income for the year |
(1) |
1 |
|
Total |
5,676 |
4,826 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
5,423 |
4,591 |
|
Total |
5,676 |
4,826 |
2. Dividend
Based on the Company''s performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
Your Board is pleased to report that
⢠Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)
⢠Profits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year
Importantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Moving forward, we are confident that with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expected to benefit from the growth in
the coming years and its financial performance should continue to grow.
Future Outlook
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales by 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A1'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
Board Evaluation
For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and longterm performance objectives relevant to the Company''s operations. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company undertook several initiatives aimed at energy conservation. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Additionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power savings.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2025
Foreign Exchange Earnings : Export of goods - Rs. 121 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 808 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
The Company maintained cordial and constructive industrial relations throughout the year. Regular training programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.
The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behavior, suspected fraud, or violations of the Company''s Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received under the Whistle Blower Policy during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
11. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annuexure I
12. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 21.0 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission.
ii. Ugam Foundation - Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 159 KGBVs across 17 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over 6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II.
13. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.
There are no relationships between the Directors inter-se.
Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company concerned and shall also be posted on
the website of the Company viz. www.snlbearings.in.
14. Extract of Annual Return
The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.snlbearings.in.
15. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is attached as Annexure-III to this Report.
17. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
18. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
19. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N/N500013) has been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure V and does not contain any qualification, observation, reservation or adverse remark.
In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.
20. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
21. Audit Committee
The Audit Committee comprises of Mr. Claude Alex D''Gama Rose (Chairman), Ms. Harshbeena Zaveri, Mr. Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
22. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla,, Practicing Company Secretary and Secretarial Auditor of the Company.
23. Details in respect of frauds reported by auditors
During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the
Board under Section 143(12) of the Act.
24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.
26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.
27. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
29. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.
The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.
Mar 31, 2025
Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.
|
1. Financial Results |
(? in lakhs) |
|
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue from operations (Net) |
5,119 |
4,769 |
|
Profit before tax |
1,414 |
1,073 |
|
Provision for taxation: |
||
|
Current tax (net) |
360 |
248 |
|
Deferred tax |
(32) |
29 |
|
In respect of earlier years |
- |
14 |
|
Profit after taxation |
1,086 |
782 |
|
Add: Balance brought forward |
4,591 |
4,043 |
|
Add: Other Comprehensive Income for the year |
(1) |
1 |
|
Total |
5,676 |
4,826 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
5,423 |
4,591 |
|
Total |
5,676 |
4,826 |
2. Dividend
Based on the Company''s performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
Your Board is pleased to report that
⢠Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)
⢠Profits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year
Importantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Moving forward, we are confident that with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expected to benefit from the growth in
the coming years and its financial performance should continue to grow.
Future Outlook
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales by 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A1'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
Board Evaluation
For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and longterm performance objectives relevant to the Company''s operations. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company undertook several initiatives aimed at energy conservation. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Additionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power savings.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2025
Foreign Exchange Earnings : Export of goods - Rs. 121 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 808 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
The Company maintained cordial and constructive industrial relations throughout the year. Regular training programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.
The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behavior, suspected fraud, or violations of the Company''s Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received under the Whistle Blower Policy during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
11. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annuexure I
12. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 21.0 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission.
ii. Ugam Foundation - Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 159 KGBVs across 17 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over 6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II.
13. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.
There are no relationships between the Directors inter-se.
Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company concerned and shall also be posted on
the website of the Company viz. www.snlbearings.in.
14. Extract of Annual Return
The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.snlbearings.in.
15. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is attached as Annexure-III to this Report.
17. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
18. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
19. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N/N500013) has been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure V and does not contain any qualification, observation, reservation or adverse remark.
In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.
20. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
21. Audit Committee
The Audit Committee comprises of Mr. Claude Alex D''Gama Rose (Chairman), Ms. Harshbeena Zaveri, Mr. Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
22. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla,, Practicing Company Secretary and Secretarial Auditor of the Company.
23. Details in respect of frauds reported by auditors
During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the
Board under Section 143(12) of the Act.
24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.
26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.
27. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
29. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.
The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.
Mar 31, 2025
Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.
|
1. Financial Results |
(? in lakhs) |
|
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue from operations (Net) |
5,119 |
4,769 |
|
Profit before tax |
1,414 |
1,073 |
|
Provision for taxation: |
||
|
Current tax (net) |
360 |
248 |
|
Deferred tax |
(32) |
29 |
|
In respect of earlier years |
- |
14 |
|
Profit after taxation |
1,086 |
782 |
|
Add: Balance brought forward |
4,591 |
4,043 |
|
Add: Other Comprehensive Income for the year |
(1) |
1 |
|
Total |
5,676 |
4,826 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
5,423 |
4,591 |
|
Total |
5,676 |
4,826 |
2. Dividend
Based on the Company''s performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
Your Board is pleased to report that
⢠Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)
⢠Profits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year
Importantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Moving forward, we are confident that with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expected to benefit from the growth in
the coming years and its financial performance should continue to grow.
Future Outlook
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales by 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A1'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
Board Evaluation
For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and longterm performance objectives relevant to the Company''s operations. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company undertook several initiatives aimed at energy conservation. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Additionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power savings.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2025
Foreign Exchange Earnings : Export of goods - Rs. 121 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 808 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
The Company maintained cordial and constructive industrial relations throughout the year. Regular training programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.
The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behavior, suspected fraud, or violations of the Company''s Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received under the Whistle Blower Policy during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
11. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annuexure I
12. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 21.0 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission.
ii. Ugam Foundation - Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 159 KGBVs across 17 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over 6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II.
13. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.
There are no relationships between the Directors inter-se.
Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company concerned and shall also be posted on
the website of the Company viz. www.snlbearings.in.
14. Extract of Annual Return
The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.snlbearings.in.
15. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is attached as Annexure-III to this Report.
17. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
18. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
19. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N/N500013) has been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure V and does not contain any qualification, observation, reservation or adverse remark.
In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.
20. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
21. Audit Committee
The Audit Committee comprises of Mr. Claude Alex D''Gama Rose (Chairman), Ms. Harshbeena Zaveri, Mr. Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
22. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla,, Practicing Company Secretary and Secretarial Auditor of the Company.
23. Details in respect of frauds reported by auditors
During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the
Board under Section 143(12) of the Act.
24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.
26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.
27. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
29. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.
The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.
Mar 31, 2025
Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.
|
1. Financial Results |
(? in lakhs) |
|
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue from operations (Net) |
5,119 |
4,769 |
|
Profit before tax |
1,414 |
1,073 |
|
Provision for taxation: |
||
|
Current tax (net) |
360 |
248 |
|
Deferred tax |
(32) |
29 |
|
In respect of earlier years |
- |
14 |
|
Profit after taxation |
1,086 |
782 |
|
Add: Balance brought forward |
4,591 |
4,043 |
|
Add: Other Comprehensive Income for the year |
(1) |
1 |
|
Total |
5,676 |
4,826 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
5,423 |
4,591 |
|
Total |
5,676 |
4,826 |
2. Dividend
Based on the Company''s performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
Your Board is pleased to report that
⢠Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)
⢠Profits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year
Importantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Moving forward, we are confident that with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expected to benefit from the growth in
the coming years and its financial performance should continue to grow.
Future Outlook
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales by 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A1'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
Board Evaluation
For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and longterm performance objectives relevant to the Company''s operations. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company undertook several initiatives aimed at energy conservation. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Additionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power savings.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2025
Foreign Exchange Earnings : Export of goods - Rs. 121 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 808 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
The Company maintained cordial and constructive industrial relations throughout the year. Regular training programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.
The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behavior, suspected fraud, or violations of the Company''s Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received under the Whistle Blower Policy during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
11. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annuexure I
12. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 21.0 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission.
ii. Ugam Foundation - Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 159 KGBVs across 17 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over 6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II.
13. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.
There are no relationships between the Directors inter-se.
Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company concerned and shall also be posted on
the website of the Company viz. www.snlbearings.in.
14. Extract of Annual Return
The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.snlbearings.in.
15. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is attached as Annexure-III to this Report.
17. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
18. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
19. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N/N500013) has been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure V and does not contain any qualification, observation, reservation or adverse remark.
In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.
20. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
21. Audit Committee
The Audit Committee comprises of Mr. Claude Alex D''Gama Rose (Chairman), Ms. Harshbeena Zaveri, Mr. Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
22. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla,, Practicing Company Secretary and Secretarial Auditor of the Company.
23. Details in respect of frauds reported by auditors
During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the
Board under Section 143(12) of the Act.
24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.
26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.
27. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
29. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.
The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.
Mar 31, 2025
Your Directors have pleasure in presenting their Forty Fifth Annual Report together with Audited Financial Statements for the year ended March 31, 2025.
|
1. Financial Results |
(? in lakhs) |
|
|
Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
Revenue from operations (Net) |
5,119 |
4,769 |
|
Profit before tax |
1,414 |
1,073 |
|
Provision for taxation: |
||
|
Current tax (net) |
360 |
248 |
|
Deferred tax |
(32) |
29 |
|
In respect of earlier years |
- |
14 |
|
Profit after taxation |
1,086 |
782 |
|
Add: Balance brought forward |
4,591 |
4,043 |
|
Add: Other Comprehensive Income for the year |
(1) |
1 |
|
Total |
5,676 |
4,826 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
5,423 |
4,591 |
|
Total |
5,676 |
4,826 |
2. Dividend
Based on the Company''s performance, the Board of Directors in their meeting held on April 27, 2025 recommended a final dividend of Rs. 8.00/- per equity share (i.e. 80%) of face value of Rs. 10/- each involving an outgo of Rs. 288.92 Lakhs for the FY 2024-25, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
Your Board is pleased to report that
⢠Full-year revenue for FY 24-25 reached Rs. 5,119 lakhs (growth of 7.33%)
⢠Profits after tax came in at Rs.1086 lakhs (growth of 39%) as compared to last year
Importantly, we ended the fiscal year in a stronger position than at the beginning. We are actively taking steps to mitigate the impact of rising material and other costs. Moving forward, we are confident that with the long term outlook for the mobility industry remaining positive, the auto component industry is also positioned for growth in the coming years. Your company is also expected to benefit from the growth in
the coming years and its financial performance should continue to grow.
Future Outlook
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in the integration of advanced technologies to enhance vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
EV sales, though currently slower than projected , are expected to exceed 30% of total vehicle sales by 2030, driven by concerns about climate change, government incentives, and falling battery costs. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability and environmental concerns. Companies like ours, are striving to embrace new technologies and are adopting these changes, as new technologies have the potential to create new opportunities. The need for personal mobility is not going away, keeping the long-term outlook for the automobile industry positive.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A1'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Ms. Harshbeena Zaveri (DIN: 00003948) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
Board Evaluation
For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 25, 2025, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and longterm performance objectives relevant to the Company''s operations. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report) and the gap between any 2 (two) consecutive meetings did not exceed 120 days. The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2025, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The hearings at the Delhi High Court are ongoing and the Company will decide on its options once the decision is known.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company undertook several initiatives aimed at energy conservation. Notably, certain products were shifted from single-line high-power draw presses to AIDA transfer presses. Additionally, an automatic control mechanism was successfully installed to optimize compressed air usage. These initiatives have resulted in significant power savings.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for export and domestic customers. Upgradation of technology is a key focus area, and the Company has initiated necessary mapping of its machines with this objective towards developing low-cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2025
Foreign Exchange Earnings : Export of goods - Rs. 121 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 808 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
The Company maintained cordial and constructive industrial relations throughout the year. Regular training programs were conducted for employees, covering technical areas such as bearing and engineering principles, modern manufacturing practices, and soft skills related to attitude and behavior. A three-year wage settlement, effective from 1st January 2025 to 31st December 2028, was successfully concluded.
The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for directors, employees, and other stakeholders to report concerns about unethical behavior, suspected fraud, or violations of the Company''s Code of Conduct. Reports under this mechanism are made directly to the Chairperson of the Audit Committee. Further details of the policy are provided in the Corporate Governance Report forming part of this Annual Report, and the policy is also available on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received under the Whistle Blower Policy during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
11. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as required in terms of listing regulations, forms part of this report as Annuexure I
12. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 21.0 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Provides free education to underprivileged children in slums and backward regions of Jharkhand, including Jamshedpur, Dhanbad, Giridih, and Kalahandi in Odisha. During the year, Sankalp continued running multiple learning centres, offering regular academic support, online English classes, preparatory coaching for Navodaya entrance, and life-skills programs like self-defense for girls. Volunteer-led initiatives, cultural events, and community engagement remain central to their grassroots educational mission.
ii. Ugam Foundation - Supported the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme aimed at educating girls from SC, ST, OBC, and minority communities in remote areas. During the year, Ugam reached 159 KGBVs across 17 districts, impacting over 24,000 girls through remedial education in Hindi and English, menstrual hygiene awareness, gender education, and library activation. Over 6,600 students benefited from virtual English support, and 55 Sashakti Fellows (KGBV alumni) continued to drive change as local leaders. The program was implemented in collaboration with the Jharkhand Education Project Council (JEPC).
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure II.
13. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Annual Return for the Financial Year 2024-25.
There are no relationships between the Directors inter-se.
Members desirous of receiving the full Report will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report. This measure would be in line with the green initiative for paperless communications. The same shall also be kept for inspection by any Member at the registered office of the Company concerned and shall also be posted on
the website of the Company viz. www.snlbearings.in.
14. Extract of Annual Return
The Annual Return for the financial year 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.snlbearings.in.
15. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is attached as Annexure-III to this Report.
17. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
18. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
19. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 111076N/N500013) has been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
M/s. Upendra Shukla & Associates, practicing Company Secretaries (FRN: S2024MH963100), were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure V and does not contain any qualification, observation, reservation or adverse remark.
In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. Upendra Shukla & Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.
20. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 361.00 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
21. Audit Committee
The Audit Committee comprises of Mr. Claude Alex D''Gama Rose (Chairman), Ms. Harshbeena Zaveri, Mr. Kaiyomarz Minoo Marfatia and Ms. Reshmi Panicker. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
22. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for the compliances in respect of all applicable Regulations, Circulars and Guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of the Listing Regulations, has been obtained from Mr. Upendra Shukla,, Practicing Company Secretary and Secretarial Auditor of the Company.
23. Details in respect of frauds reported by auditors
During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditor and Secretarial Auditor have not reported any frauds either to the Audit Committee or to the
Board under Section 143(12) of the Act.
24. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
25. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.
26. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2024-25.
27. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
29. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2025 to which the financial statements relate and the date of this Report.
The Board wishes to acknowledge and express their appreciation for the whole-hearted support and cooperation extended by the members, the NRB Group management, bankers, customers, suppliers and all employees of the Company for their sustained efforts during the year to upgrade the IT system to SAP, while improving the financial performance for the year.
Mar 31, 2025
Your Directors are pleased to present the 54th Annual Report for the year ended March 31, 2025.
|
Financial Results |
(? in Crores) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from operations |
11,697.97 |
10,786.67 |
14,693.07 |
13,138.52 |
|
Other income |
174.97 |
119.42 |
132.72 |
83.02 |
|
Total Income |
11,872.94 |
10,906.09 |
14,825.79 |
13,221.54 |
|
Profit Before Interest, Depreciation & Tax (PBIDT) |
2,630.69 |
2,509.33 |
2,851.16 |
2,667.13 |
|
Less: Interest & Finance Charge |
296.35 |
235.60 |
375.96 |
302.29 |
|
Less: Depreciation and amortisation charge |
629.96 |
555.85 |
771.50 |
672.62 |
|
Profit Before Tax (PBT) |
1,704.38 |
1,717.88 |
1,703.70 |
1,692.22 |
|
Less: Provision For Taxation including Deferred Tax Charge |
436.31 |
343.85 |
452.92 |
356.51 |
|
Profit After Taxation (PAT) |
1,268.07 |
1,374.03 |
1,250.78 |
1,335.71 |
|
Add: Profit Brought Forward |
8,801.15 |
7,643.98 |
9,844.52 |
8,726.97 |
|
Total |
10,069.22 |
9,018.01 |
11,095.30 |
10,062.68 |
|
Appropriation |
('' in Crores) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Interim dividend on Equity Shares |
213.43 |
213.43 |
213.43 |
213.43 |
|
Other comprehensive income arising |
(0.21) |
(3.43) |
(0.66) |
4.73 |
|
from re-measurement of defined benefit obligation Amount transferred to Debenture |
||||
|
Redemption Reserve Profit carried to Balance Sheet |
9855.58 |
8,801.15 |
10881.21 |
9,844.52 |
Operations Review
Total revenue from operations of the Company on standalone basis increased by 8.45 per cent from '' 10,786.67 Crores in 2023-24 to '' 11,697.97 Crores in 2024-25. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a standalone basis increased from '' 2,509.33 Crores in 2023-24 to '' 2,630.69 Crores in 2024-25.
Profit before tax (PBT) from continuing operations on a standalone basis decreased by 0.79 per cent from '' 1,717.88 Crores in 2023-24 to '' 1,704.38 Crores in 2024-25. After accounting for the provision for tax of '' 436.31 Crores, profit after tax (PAT) on continuing operations on a standalone basis decreased by 7.71 per cent from '' 1,374.03 Crores in 2023-24 to '' 1,268.07 Crores in 2024-25
Total revenue from operations of the Company on consolidated basis increased by 11.83 per cent from '' 13,138.52 Crores in 2023-24 to '' 14,693.07 Crores in 2024-25. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a consolidated basis increased from '' 2,667.13 Crores in 2023-24 to '' 2,851.16 Crores in 2024-25.
Profit before tax (PBT) from continuing operations on a consolidated basis increased by 0.68 per cent from '' 1,692.22 Crores in 2023-24 to 1,703.70 Crores in 2024-25. After accounting for the provision for tax of '' 452.92 Crores, profit after tax (PAT) on continuing operations on a consolidated basis decreased by 6.36 per cent from '' 1,335.71 Crores in 2023-24 to '' 1,250.78 Crores in 2024-25.
Change in the Name of Packaging Films Business
With effect from April 1, 2025, the name of the Packaging films Business has been changed to Performance Films & Foil Business to reflect our growth and commitment to innovation. This change symbolizes our dedication to excellence and expansion into new areas like Aluminium Foil and Capacitor Grade BOPP films.
Equity Dividend
During the year, your Company has paid two interim dividends of '' 3.60 per share each amounting to '' 213.43 Crores. The Board of Directors of the Company has not recommended any final dividend.
Transfer to Reserves
In view of the statutory provisions of the Companies Act, 2013 the Board of Directors has decided not to transfer any amount to the reserves consequent to declaration of above Interim dividends.
Share Capital
During the year, there was no change in the paid-up share capital of the Company. The paid-up share capital of the Company stood at '' 296,42,48,250 divided into 29,64,24,825 equity shares of '' 10/- each.
Non-Convertible Debentures
During the year, the Company has not issued any Non-Convertible Debentures.
Management Discussion and Analysis
A detailed section on the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.
Business Responsibility and Sustainability Report
ESG Report for FY 2024-25 containing the Environment, Social and Governance Initiatives taken by the Company during the year forms part of the Annual Report. As stipulated under the Securities and Exchange Board of India (LODR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Sustainability Report has been prepared for 2024-25 and is presented along with the above ESG Report. The Core Indicators of Business Responsibility and Sustainability Report has been reasonably assured by BDO India LLP.
Subsidiaries, Joint Ventures and Associate companies
As on March 31, 2025, your Company had 8 (eight) wholly owned subsidiary companies out of which 2 (two) wholly owned subsidiary companies are registered in India and remaining 6 (six) are registered outside India. 3 (three) of these are direct wholly owned subsidiaries and rest 5 (five) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2025 includes the profit and loss account for these 8 (eight) wholly owned subsidiaries for the Financial Year ended March 31, 2025.
These subsidiaries are: -
1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 5 (five) step-down subsidiaries of the Company.
2. SRF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture & distribution of performance films and distribution of refrigerant gases.
3. SRF Flexipak (South Africa) (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of performance films.
4. SRF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa presently in the business of trading in performance films in South Africa and other neighbouring countries.
5. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) is incorporated in Hungary to undertake the manufacture of performance films in Hungary.
6. SRF Middle East LLC (a wholly owned subsidiary of SRF Global BV) incorporated in UAE to undertake business of trading in refrigerant gases in Middle East.
7. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.
8. SRF Altech Limited is a wholly owned subsidiary of the Company incorporated in India. It is engaged in the business of manufacture of Aluminium foil.
The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 445. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link:
https://www.srf.com/wp-content/
uploads/2021/04/2019-02-04-SRF-Limited-Policy-
on-Material-Subsidiary-Companies.pdf
The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com
Directors & Key Managerial Personnel
During the year, the Members of the Company at the 53rd Annual General Meeting held on June 28 2024, had appointed Mr. Vineet Agarwal and Ms. Ira Gupta as Independent Directors of the Company for a period of 5 years each w.e.f. April 1, 2024.
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ashish Bharat Ram, Chairman & Managing Director retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
The Board on the recommendation of Nomination and Remuneration Committee has recommended the proposals for re-appointment of Mr. Ashish Bharat Ram, Chairman & Managing Director for a period effective from 23.05.2025 to 31.03.2030 for approval by the shareholders through ordinary resolution(s) at the forthcoming Annual General Meeting.
Brief resume of the Director who is proposed to be appointed/ re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.
The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. They are also Independent of the management. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Some of the Directors are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA and the remaining have cleared the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended.
All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and rules applicable thereunder and as per the SEBI Regulations.
In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I and on the website of the Company
at the link: https://www.srf.com/wp-content/
uploads/2025/03/NRC-Policy.pdf
In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, NonIndependent non- executive Director and Independent Directors based on the criteria more particularly described in the enclosed Nomination, Appointment and Remuneration policy. Board evaluates, its own performance, performance of the Chairman, Independent Director, Non-Independent & Non-executive Director and the performance of its Committees on the criteria more particularly described in the said policy.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.srf.com/wp-content/uploads/2025/05/ Familarisation-programme-2025.pdf
During the year 2024-25, Four meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 202 of this Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:
(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
Corporate Social Responsibility (CSR)
As per the requirements of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, Joint Managing Director (Chairman of the Committee), Mr. Yash Gupta, Independent Director, and Ms. Ira Gupta, Independent Director as other members.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link https:// www.srf.com/wp-content/uploads/2023/05/ SRF-Corporate-Social-Responsibility-policy-08-05-2023.pdf
As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2024-25 was '' 43.37 Crores. The Board upon recommendations of CSR Committee approved the Annual CSR budget of '' 43.37 Crores for the financial year 2024-25 to be spent in accordance with the Annual Plan, as amended, recommended by the CSR Committee and approved by the Board. Out of the said budget, an amount of '' 25.99 Crores was spent during the year and an amount of '' 17.38 Crores which has been allocated to ongoing projects has been transferred to SRF Limited-Unspent CSR Account- 2024-25 within a period of 30 days from the end of financial year which will be spent on those projects during the next three financial years.
Annual Report on CSR activities for financial year 2024-25 is annexed herewith as Annexure II.
Risk Management
The company has a well-established risk management framework to identify, assess and frame a response to threats that can affect its business objectives and stakeholder The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms'' length basis or as approved by the Audit Committee /Board in accordance with the requirements of the Companies Act and Listing regulations. These contracts/ arrangements/ transactions were entered in accordance with the Transfer Pricing Policy/ basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 (''the Act'') in Form No. AOC-2 is not applicable to the Company for FY 2024-25 and hence the same is not provided.
Your Directors draw attention of the members to Note 32 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 40(d) of Additional Disclosures forming part of the standalone financial statement).
The risks identified by the company are broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and reporting risks, IT & Cyber risks, sectoral risks, and sustainability including ESG Risk.
Further, to oversee key risks and assist in efficient management of risk management process, the Board has constituted a Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Ms. Bharti Gupta Ramola as members of the Committee. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.
Internal Financial Controls
The Company believes that Internal Control is a necessary concomitant of the principle of Governance and remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee, and the management that there is a structured system of:
⢠close and active supervision by the Audit Committee
⢠business planning and review of goals achieved
⢠evaluating & managing risks
⢠policies and procedures adopted for ensuring orderly Financial Reporting
⢠timely preparation of reliable Financial Information
⢠accuracy and completeness of the Accounting Records
⢠ensuring legal and regulatory compliance
⢠protecting company''s assets
⢠prevention and detection of fraud and error
⢠validation of IT Security Controls
Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.
Significant features of these control systems include:
⢠the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.
⢠the risk assessment system that accounts for all likely threats to the achievement of the plans and draws up contingency plans to mitigate them.
⢠the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.
The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes both at the Corporate and Business levels continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies, and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.
Listing of Equity Shares
SRF''s equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.
SRF Limited Long term Share based Incentives Plan, 2018
During the year, no equity shares were allotted under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to an eligible employee. There has been no change in the said Plan which was approved by the shareholders through postal ballot February 26, 2018. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosures prescribed under the said Regulations are given below:
a. In terms of the "Guidance Note on accounting for employee share based payments" issued by
ICAI and Ind AS 102, note no. 34 on Employee Share Based Payments forms part of the notes to standalone annual accounts appearing on page no. 310 of the Annual Report 2024-25. Note No. 1.B.16 forming part of the Accounting Policies which refers to this is also appearing on page no. 254 of the Annual Report 2024-25.The same are also reproduced in the "Investors Section" of the website (www.srf.com). The weblink for the same is https://www.srf.com/investors/ corporate-governance/
b. During financial year 2018-19, 2021-22 and 2022-23 shares under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 were issued directly to the eligible employees as decided by the Board/Nomination and Remuneration Committee of the Company. Basic and diluted EPS for 2024-25 was '' 42.78 per Share.
c. Other Disclosures mandated by the said circular are given in Annexure III.
Certificate from the Sanjay Grover & Associates, Company Secretaries, Secretarial Auditors of the Company dated May 12, 2025 that SRF Limited Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance with these regulations and in accordance with the special resolution approved by the shareholders through postal ballot, result of which was declared on March 26, 2018 shall be placed in the forthcoming Annual general meeting.
Dividend Distribution Policy
In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Dividend-Distribution-Policy.pdf
Corporate Governance
Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.
In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Chairman and Managing Director and President & CFO was placed before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman and Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Code-of-Conduct-for-Directors-and-Senior-Management-Personnel.pdf
Consolidated Financial Statement
The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.
Audit Committee
As on date, the Audit Committee comprises of Independent Directors namely, Ms. Bharti Gupta Ramola (Chairperson of the Committee), Mr. Raj Kumar Jain and Mr. Yash Gupta as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Accounts and Audit
M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were re-appointed as Statutory Auditors for 5 years in 52nd annual general meeting to hold office from the conclusion of 52nd Annual General Meeting until the conclusion of 57th annual general meeting.
The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
Vigil Mechanism
In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors,
employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistle blower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company''s website at the link: https://www.srf.com/ investors/corporate-governance/
Cost Audit
Pursuant to various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.
M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2024-25 in respect of all the relevant product groups of Technical Textiles Business and other Businesses of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year
2024- 25 in respect of all the relevant product groups of Chemicals Business and Performance Films & Foil Business (formerly known as Packaging Films Business) of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant was nominated as the Company''s Lead Cost Auditor.
The remuneration of the cost auditors for financial year
2025- 26 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said products for the financial year 2023-24, conducted by M/s. H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of
Corporate Affairs on August 20, 2024. The due date for filing was August 22, 2024.
Secretarial Auditor
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. Sanjay Grover & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2001DE052900) as Secretarial Auditors of the Company for a term of 5(Five) consecutive years to hold office from financial year 2025-26 to financial year 2029-30, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. Sanjay Grover & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.
M/s. Sanjay Grover & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI (LODR) Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.
The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, Secretarial Compliance Report dated May 12, 2025 issued as per regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 was given by M/s Sanjay Grover & Associates, Practising Company Secretary which was submitted to Stock Exchanges.
Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which need to be mentioned in this Report.
Personnel
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the registered office of the Company during business hours on working days upto the date of ensuing Annual general meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at cs@srf.com
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directors'' report.
Annual Return
The Annual Return (MGT-7) of the Company as on 31.03.2025 is available on the following web link: https://www.srf.com/investors/
Industrial Relations
The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.
Secretarial Standards Applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to ''Meeting of the Board of Directors'' ''General Meetings'' and ''Dividend'' respectively, have been duly followed by the Company.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Neither the Chairman and Managing Director/ Joint Managing Director nor Whole-time Director received any remuneration or commission from any of the Company''s subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, four complaints were received which were duly disposed off.
Acknowledgements
Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2024
The Directors are pleased to present the 53rd Annual Report for the year ended March 31, 2024.
|
(Rs. in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
10,786.67 |
12,073.84 |
13,138.52 |
14,870.25 |
|
Other income |
119.42 |
106.06 |
83.02 |
74.93 |
|
Total Income |
10,906.09 |
12,179.90 |
13,221.54 |
14,945.18 |
|
Profit Before Interest, Depreciation & Tax (PBIDT) |
2,509.33 |
3,300.12 |
2,667.13 |
3,604.13 |
|
Less: Interest & Finance Charge |
235.60 |
175.82 |
302.29 |
204.82 |
|
Less: Depreciation and amortisation charge |
555.85 |
468.44 |
672.62 |
575.32 |
|
Profit Before Tax (PBT) |
1,717.88 |
2,655.86 |
1,692.22 |
2,823.99 |
|
Less: Provision For Taxation including Deferred Tax Charge |
343.85 |
632.50 |
356.51 |
661.65 |
|
Profit After Taxation (PAT) |
1,374.03 |
2,023.36 |
1,335.71 |
2,162.34 |
|
Add: Profit Brought Forward |
7,643.98 |
5841.95 |
8726.97 |
6785.77 |
|
Total |
9018.01 |
7865.31 |
10062.68 |
8948.11 |
|
('' In Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Interim dividend on Equity Shares |
213.43 |
213.43 |
213.43 |
213.43 |
|
Other comprehensive income arising from remeasurement of defined benefit obligation |
3.43 |
7.90 |
4.73 |
7.71 |
|
Amount transferred to Debenture Redemption Reserve |
- |
- |
- |
- |
|
Profit carried to Balance Sheet |
8,801.15 |
7,643.98 |
9,844.52 |
8,726.97 |
AppropriationOperations Review
Total revenue from operations of the Company on standalone basis decreased by 10.66 per cent from '' 12,073.84 Crores in 2022-23 to '' 10,786.67 Crores in 2023-24. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a standalone basis decrease from to '' 3,300.12 Crores in 2022-23 to '' 2,509.33 Crores in 2023-24.
Profit before tax (PBT) from continuing operations on a standalone basis decreased by 35.32 % per cent from '' 2,655.86 Crores in 2022-23 to ''. 1,717.88 Crores in 2023-24. After accounting for the provision for tax of '' 343.85 Crores, profit after tax (PAT) on continuing operations on a standalone basis decreased by 32.09 per cent from '' 2,023.36 Crores in 2022-23 to '' 1,374.03 Crores in 2023-24
Total revenue from operations of the Company on consolidated basis decreased by 11.65 per cent from '' 14,870.25 Crores in 2022-23 to '' 13,138.52 Crores in 2023-24. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a consolidated basis decreased from '' 3,604.13 Crores in 2022-23 to '' 2,667.13 Crores in 2023-24.
Profit before tax (PBT) from continuing operations on a consolidated basis decreased by 40.08 per cent from '' 2,823.99 Crores in 2022-23 to '' 1,692.22 Crores in 2023-24. After accounting for the provision for tax of '' 356.51 Crores, profit after tax (PAT) on continuing operations on a consolidated basis decreased by 38.23 per cent from '' 2,162.34 Crores in 2022-23 to '' 1,335.71 Crores in 2023-24.
During the year, your Company has paid two interim dividends of '' 3.60 per share each amounting to
'' 213.43 Crores. The Board of Directors of the Company has not recommended any final dividend.
In view of the statutory provisions of the Companies Act, 2013 the Board of Directors has decided not to transfer any amount to the reserves consequent to declaration of above Interim dividends.
During the year, there was no change in the paid-up share capital of the Company. The paid-up share capital of the Company stood at '' 296,42,48,250 divided into 29,64,24,825 equity shares of '' 10/- each.
During the year, the Company has not issued any Non-Convertible Debentures.
As per erstwhile Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations) read with Operational Circular dated August 10, 2021, a large corporate borrower was required to raise a minimum of 25% of their incremental borrowings in a financial year through issuance of debt securities which were to be met over a contiguous block of three years from Financial Year (FY) 2022 onwards. SRF Limited qualified as a large corporate borrower in terms of the said regulations. During FY24 the Company has raised an incremental borrowing of '' 200 Crores on March 26, 2024 and compliance with respect to Regulation 50B would have been met in the subsequent financial year.
As per SEBI Circular No. SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Company no longer falls under the definition of a Large Corporate Borrower, Hence the Company is not required to issue any debt securities. The above
explanation is intended to meet the requirements laid down under the Regulation 50B of SEBI read with aforesaid circular.
Management Discussion and Analysis
A detailed section on the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.
Business Responsibility and Sustainability Report
ESG Report for FY 2023-24 containing the Environment, Social and Governance initiatives taken by the Company during the year forms part of the Annual Report. As stipulated under the Securities and Exchange Board of India (LODR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Sustainability Report has been prepared for 2023-24 and is presented along with the above ESG Report.
Subsidiaries, Joint Ventures and Associate companies
As on March 31, 2024, your Company had 8 (eight) wholly owned subsidiary companies out of which 2 (two) wholly owned subsidiary companies are registered in India and remaining 6 (six) are registered outside India. 3 (three) of these are direct wholly owned subsidiaries and rest 5 (five) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2024 includes the profit and loss account for these 8 (eight) wholly owned subsidiaries for the Financial Year ended March 31, 2024.
1. S RF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 5 (five) step-down subsidiaries of the Company.
2. S RF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand and engaged in the manufacture and distribution of packaging films.
3. SRF Flexipak (South Africa) (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa and engaged in manufacture and distribution of packaging films.
4. S RF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa and presently engaged in the business of trading in packaging films in South Africa and other neighbouring countries.
5. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) is incorporated in Hungary to undertake the manufacture of packaging films in Hungary.
6. SRF Middle East LLC (a wholly owned subsidiary of SRF Global BV) incorporated in UAE during the year. It is engaged in business of trading in refrigerant gases in Middle East.
7. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.
8. S RF Altech Limited is a wholly owned subsidiary of the Company incorporated in India. It is engaged in the business of manufacture of Aluminium foil.
The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 434. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: https:/ / www.srf.com/w p-content/ uploads/2021/04/2019-02-04-SRF-Limited-Policy-on-Material-Subsidiary-Companies.pdf
The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the
subsidiaries are also available on the website of the Company viz. www.srf.com
Directors & Key Managerial Personnel
During the year, the Members of the Company at the 52nd Annual General Meeting held on June 30 2023, had re- appointed Ms. Bharti Gupta Ramola as Independent Director of the Company for a further period of 5 years w.e.f. February 04, 2024 and Mr. Puneet Yadu Dalmia & Mr. Yash Gupta as Independent Directors of the Company for a further period of 5 years each w.e.f. April 1, 2024.
Mr. Lakshman Lakshminarayan (DIN: 00012554) and Mr. Tejpreet S Chopra (DIN: 00317683) completed their second term as Independent Directors on the closing of business hours of March 31, 2024 and accordingly ceased to be Independent Directors and Members of the Board of Directors of the Company. The Board of Directors place on record their deep appreciation for the wisdom, knowledge and guidance provided by Mr. Lakshman Lakshminarayan and Mr. Tejpreet S Chopra during their tenure.
Mr. Vellayan Subbiah, Director (DIN: 01138759), is retiring by rotation and being eligible, offers himself for re-appointment.
The Board on the recommendation of Nomination and Remuneration Committee has recommended the proposals for appointment of Mr. Vineet Agarwal (DIN: 00380300) and Ms. Ira Gupta (DIN: 07517101) as Independent Directors for a period of 5 years each w.e.f. April 1, 2024 for approval of the shareholders through special resolution(s) at the forthcoming Annual General Meeting.
Brief resume of the Directors who are proposed to be appointed/reappointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.
The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. They are also independent of the management. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate
Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Some of the Directors are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA and the remaining have cleared the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended.
All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and rules applicable thereunder and as per the SEBI Regulations.
In accordance with the requirements of the
Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I and on the website of the Company at the link: https://www.srf.com/investors/ corporate-governance/
In accordance with the aforesaid Policy, the
Nomination and Remuneration Committee evaluates the performance of the Executive Directors, NonIndependent non- executive Director and Independent Directors based on the criteria more particularly described in the enclosed Nomination, Appointment and Remuneration policy. Board evaluates, its own performance, performance of the Chairman and the performance of its Committees on the criteria more particularly described in the said policy.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www. srf.com/wp-content/
uploads/2023/04/Familarisation-programme-for-Independent-Directors.pdf
During the year 2023-24, Five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 196 of this Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms'' length basis or as approved by the Audit Committee /Board in accordance with the requirements of the Companies Act and Listing regulations. These contracts/ arrangements/ transactions were entered in accordance with the Transfer Pricing Policy/ basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not
entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 (''the Act'') in Form No. AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.
Your Directors draw attention of the members to Note 32 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 40(d) of Additional Disclosures forming part of the standalone financial statement).
Corporate Social Responsibility (CSR)
As per the requirements of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, (Chairman of the Committee), Mr. Yash Gupta, Mr. Lakshman Lakshminarayan, (ceased on March 31, 2024), and Ms. Ira Gupta, Independent Director (w.e.f April 1, 2024) as other members.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link https:// www.srf.com/wp-content/uploads/2023/05/ SRF-Corporate-Social-Responsibility-policy-08-05-2023.pdf
As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2023-24 was '' 41.04 Crores. The Board upon recommendations of CSR Committee approved the
Annual CSR budget of '' 41.04 Crores for the financial year 2023-24 to be spent in accordance with the Annual Plan, as amended, recommended by the CSR Committee and approved by the Board. Out of the said budget, an amount of '' 31.50 Crores was spent during the year and an amount of '' 9.51 Crores which has been allocated to ongoing projects has been transferred to SRF Limited-Unspent CSR Account-2023-24 which will be spent on those projects during the next three financial years. A credit of '' 0.03 Crores (appx) has been availed out of the carried forward credit from the previous three years of excess CSR spent over and above the CSR obligation for one or more of those financial years.
Annual Report on CSR activities for financial year 2023-24 is annexed herewith as Annexure II.
The company has a well-established risk management framework to identify, assess and frame a response to threats that can affect its business objectives and stakeholder The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
The risks identified by the company are broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and reporting risks, IT & Cyber risks, sectoral risks, and sustainability including ESG Risk.
Further, to oversee key risks and assist in efficient management of risk management process, the Board has constituted a Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Ms. Bharti Gupta Ramola as members of the Committee. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.
The Company believes that Internal Control is a necessary concomitant of the principle of Governance and remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee, and the management that there is a structured system of:
⢠close and active supervision by the Audit Committee
⢠business planning and review of goals achieved
⢠evaluating & managing risks
⢠policies and procedures adopted for ensuring orderly Financial Reporting
⢠timely preparation of reliable Financial Information
⢠accuracy and completeness of the Accounting Records
⢠ensuring legal and regulatory compliance
⢠protecting company''s assets
⢠prevention and detection of fraud and error
⢠validation of IT Security Controls
Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.
Significant features of these control systems include:
⢠Phe planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.
⢠Phe risk assessment system that accounts for all likely threats to the achievement of the plans and draws up contingency plans to mitigate them.
⢠Phe review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.
The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes both at the Corporate and Business levels continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies, and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.
SRF''s equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.
SRF Limited Long term Share based Incentives Plan, 2018
During the year, no equity shares were allotted under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to an eligible employee. There has been no change in the said Plan which was approved by the shareholders through postal ballot dated February 26, 2018. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosures prescribed under the said Regulations are given below:
a. In terms of the "Guidance Note on accounting for employee share based payments" issued by ICAI and Ind AS 102, note no. 34 on Employee Share Based Payments forms part of the notes to standalone annual accounts appearing on page no. 301 of the Annual Report 2023-24. Note No.
1.B.16 forming part of the Accounting Policies which refers to this is also appearing on page no. 248 of the Annual Report 2023-24.The same are also reproduced in the "Investors Section" of the website (www.srf.com). The weblink for the same is https://www.srf.com/investors/ corporate-governance/
b. During financial year 2018-19, 2021-22 and 2022-23 shares under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 were issued directly to the eligible employees as decided by the Board/Nomination and Remuneration Committee of the Company. Basic and diluted EPS for 2023-24 was '' 46.35 per Share.
c. Other Disclosures mandated by the said circular are given in Annexure III.
Certificate from the Sanjay Grover & Associates, Company Secretaries, Secretarial Auditors of the Company dated May 07, 2024 that SRF Limited Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance with these regulations and in accordance with the special resolution approved by the shareholders through postal ballot, result of which was declared on March 26, 2018 shall be placed in the forthcoming Annual general meeting.
Dividend Distribution Policy
In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Dividend-Distribution-Policy.pdf
Corporate Governance
Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.
In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Chairman and Managing Director and President & CFO was placed before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman and Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Code-of-Conduct-for-Directors-and-Senior-Management-Personnel.pdf
Consolidated Financial Statement
The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133
of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.
As on date, the Audit Committee comprises of Independent Directors namely, Ms. Bharti Gupta Ramola (Chairperson of the Committee), Mr. Raj Kumar Jain and Mr. Yash Gupta as other members. All the recommendations made by the Audit Committee were accepted by the Board. Mr. Lakshman Lakshminarayan ceased to be the Chairman of Audit Committee w.e.f closing of business hours of 31st March 2024 and Mr. Yash Gupta was appointed as a member w.e.f April 01, 2024.
M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were re-appointed as Statutory Auditors for 5 years in 52nd annual general meeting to hold office from the conclusion of 52nd Annual General Meeting until the conclusion of 57th annual general meeting.
The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistle blower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company''s website at the link: https://www.srf. com/investors/corporate-governance/
Pursuant to various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.
M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2024-25 in respect of all the relevant product groups of Technical Textiles Business and other Businesses of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2024-25 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant was nominated as the Company''s Lead Cost Auditor.
The remuneration of the cost auditors for financial year 2024-25 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said products for the financial year 2022-23, conducted by M/s. H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on August 17, 2023. The due date for filing was August 23, 2023.
The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, Secretarial Compliance Report dated May 3, 2024 issued as per regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 was given by M/s Sanjay Grover & Associates,
Practising Company Secretary which was submitted to Stock Exchanges.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which need to be mentioned in this Report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the registered office of the Company during business hours on working days upto the date of ensuing Annual general meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at cs@srf.com
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directors'' report.
The Annual Return (MGT-7) of the Company as on 31.03.2024 is available on the following web link: https://www.srf.com/investors/
corporate-governance/
The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.
Applicable Secretarial Standards, i.e. SS-1 SS-2 and SS-3, relating to ''Meeting of the Board of Directors'' ''General Meetings'' and ''Dividend'' respectively, have been duly followed by the Company.
Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. D either the Chairman and Managing Director/ Joint Managing Director nor Whole-time Director received any remuneration or commission from any of the Company''s subsidiaries.
3. D o significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints were received.
Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.
Mar 31, 2024
Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial Statements for the year ended March 31, 2024.
1. Financial Results
(? in lakhs)
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Revenue from operations (Net) |
4,769 |
4,787 |
|
Profit before tax |
1,073 |
1,113 |
|
Provision for taxation: |
||
|
Current (net) |
248 |
266 |
|
Deferred tax |
29 |
18 |
|
In respect of earlier years |
14 |
11 |
|
Profit after taxation |
782 |
818 |
|
Add: Balance brought forward |
4,043 |
3,471 |
|
Add: Other Comprehensive Income for the year |
1 |
(11) |
|
Total |
4,826 |
4278 |
|
Appropriation: |
||
|
Dividend |
253 |
235 |
|
Tax on distributed profits |
- |
- |
|
Any other adjustment |
- |
- |
|
Profit & Loss Account |
4,591 |
4043 |
|
Total |
4,826 |
4,278 |
2. Dividend
Based on the Company''s performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, subject to approval of the Members at the ensuing Annual General Meeting.
Your Directors have proposed not to transfer any sums to the General Reserve.
3. State of Company''s Affairs, Operations & Future Outlook
During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.
India''s economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Government''s continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.
The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.
The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.
4. Finance
Rating of your Company has been reaffirmed as ''CRISIL A Stable'' for the short-term bank facilities and ''CRISIL A Stable'' for the Company''s long-term facilities. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.
a. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there are no fixed deposits with the Company.
b. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Board''s approval.
During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.
5. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five)
years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.
Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. Lalit Pandey - Chief Executive Officer
Mr. Ram Narayan Sahu - Chief Financial Officer
Ms. Pooja Jeswani - Company Secretary
During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company.
Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.
Board Evaluation
For FY 2023-24, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 14, 2024, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.
Familiarization Programme for Independent Directors
In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Company''s senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at www.snlbearings.in.
Remuneration Policy
The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Company''s operations and objectives. The detailed remuneration policy can be accessed on the Company''s website at www.snlbearings.in.
Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.
Meetings
During the year 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.
6. Subsidiary, Associate and Joint Venture Companies
As of March 31, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.
7. Business Risk Management
The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they don''t unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. The risk to operations arising from the expiry of leases in respect of certain portions of the Company''s factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:
a. Measures taken for conservation of energy
During the year, the Company has taken few energy savings actions as below:
1. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.
2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from Welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended March 31, 2024
Foreign Exchange Earnings : Export of goods - Rs. 130 lakhs
Foreign Exchange Outgo : Raw materials & Components - Rs. 823 lakhs
9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy
Throughout the year, the Company maintained positive relations with the workmen''s unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.
The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Company''s code of conduct directly to the Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the Company''s website at www.snlbearings.in.
The Company confirms that no complaints were received during the year.
10. Safety, Health & Environment
The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.
Furthermore, the Company''s Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).
Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.
Corporate Social Responsibility
In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:
⢠Promotion of education (particularly for the underprivileged children and girl child)
⢠Employment enhancing vocational skills
⢠Promoting social business projects
During the year under review, an aggregate amount of Rs. 19.82 lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;
i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 12KGBV, 150 teachers and 5000 girls students.
iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.
The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.
11. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act,2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.
During the year under review, the Company has complied with all the applicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.
There are no relationships between the Directors inter-se.
12. Extract of Annual Return
The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPT''s entered with its holding Company M/s. NRB Bearings Limited, through postal ballot dated February 8, 2024. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.
All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.
The RPT policy as approved by the Board is uploaded on the Company''s website viz. www.snlbearings. in. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 is attached as Annexure-III to this Report.
15. Internal Financial Control Systems and Adequacy
The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.
The Company''s Statutory Auditors have confirmed the adequacy of the internal control procedures in their report.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
17. Auditors Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditor''s reports.
The Secretarial Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.
Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the
age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.
18. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
19. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
20. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.
21. Change in nature of business
During the year under review, there was no change in the nature of the business carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.
23. Material changes and commitments, if any, affecting the financial position of the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2024 to which the financial statements relate and the date of this Report.
24. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the members, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts during year.
For and on behalf of the Board of Directors
SNL Bearings Limited
Harshbeena Zaveri
Chairperson
Place: Mumbai Date : May 15, 2024
Mar 31, 2023
Your Directors are pleased to present the 52nd Annual Report for the year ended March 31, 2023.
|
Financial Results |
('' in Crores) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from operations |
12,073.84 |
9,953.44 |
14,870.25 |
12,433.66 |
|
Other income |
106.06 |
135.31 |
74.93 |
115.51 |
|
Total Income |
12,179.90 |
10,088.75 |
14,945.18 |
12,549.17 |
|
Profit Before Interest, Depreciation & Tax (PBIDT) |
3,300.12 |
2,668.72 |
3,604.13 |
3,218.71 |
|
Less: Interest & Finance Charge |
175.82 |
94.45 |
204.82 |
115.93 |
|
Less: Depreciation and amortisation charge |
468.44 |
419.23 |
575.32 |
517.23 |
|
Profit Before Tax (PBT) |
2,655.86 |
2,155.04 |
2,823.99 |
2,585.55 |
|
Less: Provision For Taxation including Deferred Tax |
632.50 |
648.03 |
661.65 |
696.63 |
|
Charge |
||||
|
Profit After Taxation (PAT) |
2,023.36 |
1,507.01 |
2,162.34 |
1,888.92 |
|
Add: Profit Brought Forward |
5,841.95 |
4,551.58 |
6785.77 |
5,113.66 |
|
Total |
7,865.31 |
6,058.59 |
8,948.11 |
7,002.58 |
|
Appropriation |
('' In Crores) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Interim dividend on Equity Shares |
213.43 |
211.89 |
213.43 |
211.89 |
|
Other comprehensive income arising from |
7.90 |
4.75 |
7.71 |
4.92 |
|
re-measurement of defined benefit obligation |
||||
|
Amount transferred to Debenture Redemption Reserve |
- |
- |
- |
|
|
Profit carried to Balance Sheet |
7,643.97 |
5,841.96 |
8,726.97 |
6,785.77 |
Total revenue from operations of the Company on standalone basis increased by 21.30% per cent from '' 9,953.44 Crores in 2021-22 to '' 12,073.84 Crores in 2022-23. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a standalone basis increased from '' 2,668.72 Crores in 2021-22 to '' 3,300.12 Crores in 2022-23.
Profit before tax (PBT) from continuing operations on a standalone basis increased by 23.24% per cent from '' 2,155.04 Crores in 2021-22 to '' 2,655.86 Crores in 2022-23. After accounting for the provision for tax of '' 632.50 Crores, profit after tax (PAT) on continuing operations on a standalone basis increased by 34.26 per cent from '' 1,507.01 Crores in 2021-22 to '' 2,023.36 Crores in 2022-23
Total revenue from operations of the Company on consolidated basis increased by 19.60 per cent from '' 12,433.66 Crores in 2021-22 to '' 14,870.25 Crores in 2022-23. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a consolidated basis increased from '' 3,218.71 Crores in 2021-22 to '' 3,604.13 Crores in 2022-23.
Profit before tax (PBT) from continuing operations on a consolidated basis increased by 9.22 per cent from '' 2,585.55 Crores in 2021-22 to '' 2,823.99 Crores in 2022-23. After accounting for the provision for tax of '' 661.65 Crores, profit after tax (PAT) on continuing operations on a consolidated basis increased by 14.47 per cent from '' 1,888.92 Crores in 2021-22 to '' 2,162.34 Crores in 2022-23.
In view of the statutory provisions of the Companies Act, 2013 the Board of Directors has decided not to transfer any amount to the reserves consequent to declaration of dividend.
During the year, the Board allotted 3,800 equity shares of '' 10/- each at par under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to an eligible employee on July 21, 2022.
In view of the above, the paid up share capital of the Company increased from '' 2,96,42,10,250 divided into 29,64,21,025 equity shares of '' 10/- each to '' 2,96,42,48,250 divided into 29,64,24,825 equity shares of '' 10/- each.
During the year, the Company redeemed Listed, Rated, Secured, Taxable, Redeemable Non-Convertible Debentures of '' 250 Crores on September 16, 2022.
During the year, your Company has paid two interim dividends of '' 3.60 per share each amounting to '' 213.43 Crores. The Board of Directors of the Company has not recommended any final dividend.
Management Discussion and Analysis
A detailed section on the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.
Business Responsibility and Sustainability Report
ESG Report for FY 2022-23 containing the Environment, Social and Governance Initiatives taken by the Company during the year forms part of the Annual Report. As stipulated under the Securities and Exchange Board of India (LODR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Sustainability Report has been prepared for 2022-23 and is presented along with the above ESG Report.
Subsidiaries, Joint Ventures and Associate companies
As on March 31, 2023, your Company had 7 (seven) wholly owned subsidiary companies out of which 2 (two) wholly owned subsidiary companies are registered in India and remaining 5 (five) are registered outside India. 3 (three) of these are direct wholly owned subsidiaries and rest 4 (four) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2023 includes the profit and loss account for these 7 (seven) wholly owned subsidiaries for the Financial Year ended March 31, 2023.
1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 4 (four) step-down subsidiaries of the Company.
2. SRF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of packaging films. It is a material subsidiary determined in accordance with the policy on Material Subsidiary Companies.
3. SRF Flexipak (South Africa) (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of packaging films.
4. SRF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa presently in the business of trading in packaging films in South Africa and other neighbouring countries.
5. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) is incorporated in Hungary to undertake the manufacture of packaging films in Hungary.
6. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.
7. SRF Altech Limited is a wholly owned subsidiary of the Company incorporated in India during the year. It shall engage in the business of manufacture of Aluminum foil.
The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 394. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link:
https://www.srf.com/wp-content/
uploads/2021/04/2019-02-04-SRF-Limited-
Policy-on-Material-Subsidiary-Companies.pdf
The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com
Directors & Key Managerial Personnel
During the year, Mr. Ashish Bharat Ram was redesignated as Chairman and Managing Director and Mr. Kartik Bharat Ram was redesignated as Joint Managing Director wef April 1, 2022 by the members in their last Annual General Meeting held on July 21, 2022.
Mr. Vellayan Subbiah was appointed as a Non-executive and Non-Independent Director and Mr. Raj Kumar Jain was appointed as an Independent Director for a term of 5 years by the members in their last Annual General Meeting held on July 21, 2022.
The members of the Company at the 49th Annual General Meeting appointed Mr. Pramod Gopaldas Gujarathi as Director (Safety & Environment) and Occupier for a term of three years upto Match 31, 2023.
The Board has re-appointed Mr. Pramod Gopaldas Gujarathi for a period of 3 years wef April 1, 2023 subject to approval by shareholders through special resolution at the ensuing Annual General Meeting.
The Members of the Company at the 48th Annual General Meeting held on August 5, 2019 had appointed Ms. Bharti Gupta Ramola, Mr. Puneet Yadu Dalmia and Mr. Yash Gupta as Independent Director(s) of the Company. The present term of Ms. Bharti Gupta Ramola is ending on February 3, 2024 and terms of both Mr. Puneet Yadu Dalmia and Mr. Yash Gupta are ending on March 31, 2024.
All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and rules applicable thereunder and as per the SEBI Regulations and are eligible for reappointment. They are also independent of the management.
The Board on the recommendation of Nomination and Remuneration Committee has recommended the proposals for reappointment of Ms. Bharti Gupta Ramola for a further period of 5 years w.e.f. February 04, 2024 and both Mr. Puneet Yadu Dalmia and Mr. Yash Gupta for a further period of 5 years each w.e.f. April 1, 2024 for approval of the shareholders through special resolution(s) at the forthcoming Annual General Meeting.
Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.
The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Some of the Directors are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA and the remaining have cleared the Online Proficiency Test
as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended.
In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I and on the website of the Company at the link: https://www.srf.com/wp-content/ uploads/2022/05/2022-05-09-Rev-NRC-Policy-V6-F.pdf
In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, Non- Independent nonexecutive Director and Independent Directors based on the criteria more particularly described in the enclosed Nomination, Appointment and Remuneration policy. Board evaluates, its own performance and the performance of its Committees on the criteria more particularly described in the said policy.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.srf.com/wp-content/uploads/2022/04/ Familarisation-programme 2022.pdf
During the year 2022-23, Five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 161 of this Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of
the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms'' length basis or as approved by the Audit Committee /Board in accordance with the requirements of the Companies Act and Listing regulations. These contracts/ arrangements/ transactions were entered in accordance with the Transfer Pricing Policy/ basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 (''the Act'') in Form No. AOC-2 is not applicable to the Company for FY 2022-23 and hence the same is not provided.
Your Directors draw attention of the members to Note 32 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 41(d) of Additional Disclosures forming part of the standalone financial statement).
Corporate Social Responsibility (CSR)
As per the requirements of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, Joint Managing Director (Chairman of the Committee), Mr. Lakshman Lakshminarayan, Independent Director, and Mr. Yash Gupta, Independent Director as other members.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link https://www.srf.com/wp-content/ uploads/2021/04/25032021-Final-SRF-Corporate-Social-Responsibility-policy.pdf
As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2022-23 was '' 28.56 Crores. The Board upon recommendations of CSR Committee approved the Annual budget of '' 28.63 Crores towards CSR expenditure which was duly spent during the year.
Annual Report on CSR activities is annexed herewith as Annexure II.
The company has a well-established risk management framework to identify, assess and frame a response to threats that can affect its business objectives and stakeholders. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
The risks identified by the company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and reporting risks, IT & cyber risks, sectoral risks, and sustainability including ESG Risk.
Further, to oversee key risks and assist in efficient management of risk management process, the Board has constituted a Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Ms. Bharti Gupta Ramola as members of the Committee. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.
The Company believes that Internal Control is a necessary concomitant of the principle of Governance and remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee, and the management that there is a structured system of:
⢠close and active supervision by the Audit Committee
⢠business planning and review of goals achieved
⢠evaluating & managing risks
⢠policies and procedures adopted for ensuring orderly Financial Reporting
⢠timely preparation of reliable Financial Information
⢠accuracy and completeness of the Accounting Records
⢠ensuring legal and regulatory compliance
⢠protecting company''s assets
⢠prevention and detection of fraud and error
⢠validation of IT Security Controls
Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.
Significant features of these control systems include:
⢠the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.
⢠the risk assessment system that accounts for all likely threats to the achievement of the plans and draws up contingency plans to mitigate them.
⢠the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.
The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes both at the Corporate and Business levels continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies, and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.
Listing of Equity Shares
SRF''s equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.
SRF Limited Long term Share based Incentives Plan, 2018
During the year, 3,800 equity shares were allotted under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 to an eligible employee. There has been no change in the said Plan which was approved by the shareholders through postal ballot February 26, 2018. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosures prescribed under the said Regulations are given below:
a. In terms of the "Guidance Note on accounting for employee share based payments" issued by ICAI and Ind AS 102, note no. 34 on Employee Share Based Payments forms part of the notes to standalone annual accounts appearing on page no. 263 of the Annual Report 2022-23. Note No. 1.B.17 forming part of the Accounting Policies which refers to this is also appearing on page no. 213 of the Annual Report 2022-23.The same are also reproduced in the "Investors Section" of the website (www.srf.com). The weblink for the same is https://www.srf.com/investors/ corporate-governance/
b. During financial year 2018-19, 2021-22 and 202223 shares under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 were issued directly to the eligible employees as decided by the Board/Nomination and Remuneration Committee of the Company. Basic and diluted EPS for 2022-23 was '' 68.26 per Share.
c. Other Disclosures mandated by the said circular are given in Annexure III.
Certificate from the Secretarial Auditors of the Company dated May 09, 2023 that SRF Limited Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance with these regulations and in accordance with the resolution of the company shall be placed in the forthcoming Annual general meeting.
In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Dividend-Distribution-Policy.pdf
Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.
In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Chairman and Managing Director and President & CFO was placed before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman and Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company at https:// www.srf.com/wp-content/uploads/2020/11/Code-of-Conduct-for-Directors-and-Senior-Management-Personnel.pdf
Consolidated Financial Statement
The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.
As on date, the Audit Committee comprises of Independent Directors namely, Mr. Lakshman Lakshminarayan (Chairman of the Committee) Ms. Bharti Gupta Ramola and Mr. Raj Kumar Jain as other members. All the recommendations made by the Audit Committee were accepted by the Board. During the year Mr. Vellayan Subbiah ceased to be as the member of Audit Committee w.e.f closing of business hours of 9th May 2022 and Mr. Raj Kumar Jain was appointed as Member of the Audit Committee w.e.f May 10, 2022.
M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors for 5 years in 47th annual general meeting to hold office from the conclusion of 47th Annual General Meeting until the conclusion of 52nd annual general meeting.
It is proposed to re-appoint BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) as Statutory Auditors for 5 years from the forthcoming annual general meeting till the conclusion of 57th annual general meeting. Their re-appointment shall be as per the provisions of the Companies Act, 2013 and rules made thereunder. They have submitted their certificate to the effect that they fulfil the requirements of Section 141 of the Companies Act, 2013.
The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistle blower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company''s website at the link: https://www.srf.com/investors/corporate-governance/
Pursuant to various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.
M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2023-24 in respect of all the relevant product groups of Technical Textiles Business and other Businesses of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2023-24 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant was nominated as the Company''s Lead Cost Auditor.
The remuneration of the cost auditors for financial year 2023-24 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said products for the financial year 2021-22, conducted by M/s. H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on August 17, 2022. The due date for filing was August 20, 2022.
The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, Secretarial Compliance Report dated May 9, 2023 issued as per regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 was given by M/s Sanjay Grover & Associates, Practising Company Secretary which was submitted to Stock Exchanges.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which need to be mentioned in this Report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the registered
office of the Company during business hours on working days upto the date of ensuing Annual general meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at cs@srf.com
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directors'' report.
The Annual Return (MGT-7) of the Company as on March 31, 2023 is available on the following web link: https://www.srf.com/investors/corporate-governance/
The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.
Secretarial Standards Applicable Secretarial Standards, i.e. SS-1 SS-2 and SS-3, relating to ''Meeting of the Board of Directors'' ''General Meetings'' and ''Dividend'' respectively, have been duly followed by the Company.
Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Neither the Chairman and Managing Director/ Joint Managing Director nor Whole-time Director received any remuneration or commission from any of the Company''s subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, two complaints were received which were duly disposed off.
Acknowledgements
Your Directors acknowledge with gratitude the cooperation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.
For and on Behalf of the Board
Ashish Bharat Ram
Date: May 09, 2023 Chairman & Managing Director Place: Gurugram (DIN - 00671567)
Mar 31, 2021
Dear Members,
Your Directors are pleased to present the 50th Annual Report for the year ended March 31, 2021.
|
('' in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2020-21 |
2019-20 |
2020-21 |
2019-20 |
|
|
Revenue from operations |
6,988.32 |
6,330.84 |
8,400.04 |
7,209.41 |
|
Other income |
63.30 |
53.29 |
66.35 |
49.05 |
|
Total Income |
7,051.62 |
6,384.13 |
8,466.39 |
7,258.46 |
|
Profit Before Interest, Depreciation & Tax (PBIDT) |
1,804.78 |
1,315.80 |
2,199.68 |
1,503.99 |
|
Less: Interest & Finance Charge |
111.21 |
182.11 |
133.95 |
200.68 |
|
Less: Depreciation and amortisation charge |
383.60 |
353.21 |
453.08 |
388.61 |
|
Profit Before Tax (PBT) from continuing operations |
1,309.97 |
780.48 |
1,612.65 |
914.70 |
|
Less: Provision For Taxation including Deferred Tax Charge |
384.91 |
(13.11) |
414.40 |
(1.20) |
|
Profit After Taxation (PAT) from continuing operations |
925.06 |
793.59 |
1,198.25 |
915.90 |
|
Profit Before Tax (PBT) from discontinued operations* |
- |
241.82 |
(2.73) |
155.85 |
|
Less: Provision For Taxation including Deferred Tax Charge |
- |
61.23 |
(2.42) |
52.66 |
|
Profit After Taxation (PAT) from discontinued operations |
- |
180.59 |
(0.31) |
103.19 |
|
Total Profit After Taxation (PAT) from continuing and discontinued operations |
925.06 |
974.18 |
1,197.94 |
1,019.09 |
|
Add: Profit Brought Forward |
3,828.76 |
2,956.92 |
4,117.69 |
3,201.00 |
|
Total |
4,753.82 |
3,931.10 |
5,315.63 |
4,220.09 |
Equity Dividend
During the year, your Company has paid two interim dividends of '' 5 per share and '' 19 per share aggregating to '' 24 per share, amounting to '' 141.31 Crores. The Board of Directors of the Company has not recommended any final dividend.
Operations Review
Total revenue from operations of the Company on standalone basis increased by 10.38 per cent from '' 6330.84 Crores in 2019-20 to '' 6988.32 Crores in 2020-21. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a standalone basis increased from '' 1315.80 Crores in 2019-20 to '' 1804.78 Crores in 2020-21.
Profit before tax (PBT) from continuing operations on a standalone basis increased by 67.84 per cent from '' 780.48 Crores in 2019-20 to '' 1309.97 Crores in 2020-21. After accounting for the provision for tax of '' 384.91 Crores, profit after tax (PAT) on continuing operations on a standalone basis increased by 16.56 per cent from '' 793.59 Crores in 2019-20 to '' 925.06 Crores in 2020-21
Total revenue from operations of the Company on consolidated basis increased by 16.51 per cent from '' 7209.41 Crores in 2019-20 to '' 8400.04 Crores in 2020-21. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a consolidated basis increased from '' 1503.09 Crores in 2019-20 to '' 2199.68 Crores in 2020-21.
Profit before tax (PBT) from continuing operations on a consolidated basis increased by 76.30 per cent from '' 914.70 Crores in 2019-20 to '' 1612.65 Crores in 2020-21. After accounting for the provision for tax of
'' 414.40 Crores, profit after tax (PAT) on continuing operations on a consolidated basis increased by 30.89 per cent from '' 915.90 Crores in 2019-20 to '' 1198.25 Crores in 2020-21.
Transfer to Reserves
In view of the statutory provisions of the Companies Act, 2013 the Board of Directors has decided not to transfer any amount to the reserves consequent to declaration of dividend.
Qualified Institutional Placement (QIP)
During the year the Company allotted 1764705 equity shares through Qualified Institutional Placement (QIP) at an issue price of '' 4250 per equity share (including a premium of '' 4240 per equity share) aggregating to '' 750 crore on October 17, 2020. Pursuant to the said allotment the paid up equity capital of the Company increased from '' 574805000 divided into 57480500 shares of '' 10 each to '' 592452050 divided into 59245205 shares of '' 10 each. Details of utilization of QIP proceeds are given in Corporate Governance Report which forms part of the Board''s Report.
Non-Convertible Debentures (NCD)
During the year the Company allotted Listed, Rated, Secured, Taxable, Redeemable, Non-Convertible Debentures of '' 250 Crores on September 17, 2020 with maturity date of September 16, 2022.
Management Discussion and Analysis
A detailed section on the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.
ESG Report
The Company has voluntarily decided to disclose the Environment, Social and Governance Initiatives taken by it from time to time in a ESG Report for
FY 2020-21 which forms part of the Annual Report. As stipulated under the Securities and Exchange Board of India (LODR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Report has been prepared for 2020-21 and is presented along with the above ESG Report.
Subsidiaries, Joint Ventures and Associate companies
As on March 31, 2021, your Company had 6 (six) wholly owned subsidiary companies whereby 1 (one) wholly owned subsidiary company is registered in India and remaining 5 (five) are registered outside India. 2 (two) of these are direct wholly owned subsidiaries and rest 4 (four) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2021 includes the profit and loss account for these 6 (six) wholly owned subsidiaries for the complete Financial Year ended March 31, 2021.
These subsidiaries are:-
1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 4 (four) step-down subsidiaries of the Company.
2. SRF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of packaging films.
3. SRF Flexipak (South Africa) (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of packaging films.
4. SRF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa presently in the business of trading in refrigerant gases in South Africa and other neighbouring countries.
5. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) is incorporated in Hungary to undertake the manufacture of packaging films in Hungary.
6. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India.
This company is engaged in the business of acquisition and renting of real estate properties.
The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 348. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link:
https://www.srf.com/wp-content/uploads/
2021/04/2019-02-04-SRF-Ltds-policy-on-dealing-
with-Related-Party-Transactions.pdf
The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com
Directors & Key Managerial Personnel
Dr. Meenakshi Gopinath, Director CSR, is retiring by rotation and has expressed her intention not to seek re-appointment. Your Board places on record its sincere appreciation for the contribution made by her during her tenure.
Mr. Arun Bharat Ram has expressed his intention to step down as Executive Chairman and Director of the Company from the closing hours on March 31, 2022.
Mr. Arun Bharat Ram joined the Board of the Company in 1975 and has been instrumental to the spectacular success of the Company and the Group over the last five decades. Considering his tremendous experience, it would be in the interest of the Company to continue to benefit from his rich experience, valuable knowledge and wisdom from time to time in a role of the mentor to the Board of Directors.
In light of the above and in recognition of his services, the Board at its meeting held on July 28, 2021, on the recommendation of Nomination and Remuneration Committee and with approval by the Audit Committee recommend to the shareholders to confer Mr. Arun Bharat Ram, the status and title of Chairman Emeritus of the Company for a term of five years with effect from April 01, 2022 on the terms and conditions as stated in the resolution contained in the notice of the 50th annual general meeting.
All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in Section 149(6) of the Companies Act,
2013 and rules applicable thereunder and as per the SEBI Regulations. They are also independent of the management.
The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Some of the Directors are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA and the remaining have been advised to undergo the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules,
2014 as amended.
During the year, the board has re-appointed Mr. Kartik Bharat Ram as Deputy Managing Director and resolutions for his re-appointment form part of the notice for the AGM. The Board recommends for his re-appointment. His resume is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.
In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I and on the website of the Company at the link: https://www.srf.com/wp-content/
uploads/2021/04/2019-02-04-SRF-NRC-Policy.pdf
In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, NonIndependent non- executive Director and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Regulations, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company''s governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.srf.com/wp-content/uplo ads/2021/04/2021-Familarisation-programme-for-Independent-Directors-v2.pdf
During the year 2020-21, five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 135 of this Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that :
(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms'' length basis and in accordance with the Transfer Pricing Policy/basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 Cthe Act'') in Form No. AOC-2 is not applicable to the Company for FY 2020-21 and hence the same is not provided.
Your Directors draw attention of the members to Note 32 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 41(d) of Additional Disclosures forming part of the standalone financial statement).
Corporate Social Responsibility (CSR)
As per the requirements of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee comprising of Dr. Meenakshi Gopinath,
Director (CSR) (Chairperson of the Committee), Mr. Arun Bharat Ram, Chairman of the Company, Mr. Kartik Bharat Ram, Deputy Managing Director and Mr. Lakshman Lakshminarayan, Independent Director as other members.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link https://www. srf.com/wp-content/ uploads/2021/04/25032021-Final-SRF-Corporate-Social-Responsibility-policy.pdf
The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act.
During the year, the provisions of Companies Act 2013 were amended and consequently the Annual Budget for CSR for financial year ended March 31, 2021 was recomputed to '' 12.88 Crores. Out of this, total spending on CSR during the year is '' 10.18 Crores and the remaining amount of '' 2.70 Crores has been earmarked for ongoing projects which commenced during the year. Accordingly, the said amount of '' 2.70 Crores was transferred to a separate SRF Limited-Unspent CSR Account- 2020-21 to be spent on ongoing projects. Annual Report on CSR activities is annexed herewith as Annexure II.
Risk Management
Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity''s objective.
The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and reporting risks, and IT & Cyber risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges
that may adversely affect the company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.
The Board has constituted Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Ms. Bharti Gupta Ramola as members of the Committee.
Internal Financial Controls
The Company believes that Internal Control is a necessary concomitant of the principle of Governance. It remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee and the management that there is a structured system for:
⢠close and active supervision by the Audit Committee
⢠business planning and review of goals achieved
⢠evaluating & managing risks
⢠policies and procedures adopted for ensuring orderly Financial Reporting
⢠timely preparation of reliable Financial Information
⢠accuracy and completeness of the Accounting Records
⢠ensuring legal and regulatory compliance
⢠protecting company''s assets
⢠prevention and detection of fraud and error
⢠validation of IT Security Controls
⢠Entity Level Controls
Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.
Significant features of these control systems include:
⢠the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.
⢠the risk assessment system that accounts for all likely threats to the achievement of the plans, and draws up contingency plans to mitigate them.
⢠the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.
The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes, both at the Corporate and the Business levels, continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.
Listing of Equity Shares
SRF''s equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.
SRF Limited Long term Share based Incentives Plan, 2018
During the year, no equity shares were allotted under SRF Limited Long Term Share Based Incentive Plan, 2018 to eligible employees.. There has been no change in the said Plan. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. In Compliance with Circular dated June 16, 2015 issued by SEBI under the said Regulations, necessary disclosures are given below:
a. In terms of the "Guidance Note on accounting for employee share based payments" issued by ICAI and Ind AS 102, note no. 34 on Employee Share Based Payments forms part of the notes to standalone annual accounts appearing on page no. 227 of the Annual Report 2020-21. Note No.
1.B.17 forming part of the Accounting Policies which refers to this is also appearing on page
the Corporate Governance Report. A copy of the Code is also placed at the website of the Company at https://www.srf.com/wp-content/uploads/2020/11/ Code-of-Conduct-for-Directors-and-Senior-Management-Personnel.pdf
Consolidated Financial Statement
The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.
Audit Committee
As on March 31, 2021 the Audit Committee comprises of Independent Directors namely, Mr. Lakshman Lakshminarayan (Chairman of the Committee), Mr. Vellayan Subbiah and Ms. Bharti Gupta Ramola as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Accounts and Audit
M/s BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors for 5 years in 47th annual general meeting to hold office from the conclusion of 47th Annual General Meeting until the conclusion of 52nd annual general meeting.
The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
Vigil Mechanism
In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can
no. 180 of the Annual Report 2020-21.The same are also reproduced in the "Investors Section" of the website (www.srf.com). The weblink for the same is https://www.srf.com/investors/ corporate-governance/
b. During financial year 2018-19, shares under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 were issued directly to the eligible employees as decided by the Board/ Nomination and Remuneration Committee of the Company. Hence, the diluted EPS and basic EPS for this year are the same. Basic EPS for 2020-21 from continuing and discontinued operations was '' 158.72 per Share.
c. Other Disclosures mandated by the said circular are given in Annexure III.
Certificate from the Auditors of the Company dated July 28, 2021 that SRF Limited Employees Long term Share Based Incentive Plan, 2018 has been implemented in accordance with these regulations and in accordance with the resolution of the company shall be placed in the forthcoming Annual general meeting.
Dividend Distribution Policy
In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at https://www.srf.com/wp-content/ uploads/2020/11/Dividend-Distribution-Policy.pdf
Corporate Governance
Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.
In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Managing Director and President & CFO was placed before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of
voice their concerns. The Whistle blower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company''s website at the link: https://www.srf.com/ investors/corporate-governance/
Cost Audit
Pursuant to various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.
M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2021-22 in respect of all the relevant product groups of Technical Textiles Business and other Businesses of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2021-22 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant was nominated as the Company''s Lead Cost Auditor.
The remuneration of the cost auditors for financial year 2021-22 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said products for the financial year 2019-20, conducted by M/s. H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on August 28, 2020. The due date for filing was August 29, 2020.
Secretarial Auditor
The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, Secretarial Compliance Report dated May 19, 2021 issued as per SEBI Circular CIR/ CFD/CMD1/27/2019 dated February 08, 2019 was given by M/s Sanjay Grover & Associates, Practising Company Secretary which was submitted to Stock Exchanges.
Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.
Responding to an Unprecedented Challenge: The COVID-19 Pandemic
FY 2020-21 was an unprecedented year with COVID-19 Pandemic impacting the globe and global supply chains, amidst the biggest health crisis ever faced by the world. In order to respond to the pandemic effectively, SRF navigated through these difficult times by developing and adopting a multi-pronged strategy. While the disruption in operations due to the COVID-19 related nationwide lockdown weighed on the overall performance, the company demonstrated agility in the expeditious resumption of manufacturing, keeping all safety measures into consideration as well as the supply chain and distribution operations to support the customer requirements efficiently.
The company practised extreme care and caution towards safeguarding the health and well-being of its employees and partners. The company adhered to various guidelines and advisories issued by the authorities from time-to-time including maintaining social distancing at all its plant operations. In addition to the employees and partners, looking after the communities has been of paramount importance to the company.
Personnel
The statement containing names of top ten employees in terms of remuneration drawn and the particulars employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the registered office
of the Company during business hours on working days upto the date of ensuing general meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directors'' report.
Annual Return
The Annual Return (MGT-7) of the Company as on 31.03.2021 is available on the following web link: https://www.srf.com/investors/corporate-governance/
Industrial Relations
The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.
Secretarial Standards
Applicable Secretarial Standards, i.e. SS-1 SS-2 and SS-3, relating to ''Meeting of the Board of Directors'' ''General Meetings'' and ''Dividend'' respectively, have been duly followed by the Company.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Neither the Chairman, Managing/Deputy Managing Director nor Whole-time Director received any remuneration or commission from any of the Company''s subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaint was received.
Mar 31, 2019
Board''s Report
Dear Members,
The Directors are pleased to present the 48th Annual Report for the year ended March 31, 2019.
Financial Results
Rs, Crores
|
Particulars |
2018-19 |
2017-18 |
|
Revenue from operations |
6,459.34 |
4,677.93 |
|
Other income |
42.32 |
103.80 |
|
Total Income |
6,501.66 |
4,781.73 |
|
Profit Before Interest, Depreciation & Tax (PBIDT) |
1,195.80 |
888.72 |
|
Less: Interest & Finance Charge |
174.65 |
97.97 |
|
Gross Profit |
1,021.15 |
790.75 |
|
Less: Depreciation and Amortization Charge |
328.04 |
278.11 |
|
Profit Before Tax (PBT) |
693.11 |
512.64 |
|
Less: Provision For Taxation including Deferred Tax Charge |
175.93 |
106.98 |
|
Profit After Taxation (PAT) |
517.18 |
405.66 |
|
Add: Profit Brought Forward |
2,524.05 |
2,276.88 |
|
Total |
3,041.23 |
2,682.54 |
Appropriation
Rs, Crores
|
Particulars |
2018-19 |
2017-18 |
|
Interim dividend on Equity Shares |
68.98 |
68.90 |
|
Corporate Tax on Dividend |
14.17 |
14.03 |
|
Other comprehensive income arising from remeasurement of defined benefit obligation |
1.16 |
0.56 |
|
Amount transferred to Debenture Redemption Reserve |
- |
75.00 |
|
Profit carried to Balance Sheet |
2,956.92 |
2,524.05 |
Equity Dividend
During the year, your Company has paid two interim dividends of Rs,6 per share each aggregating to Rs, 12 per share, amounting to Rs, 83.15 Crores (inclusive of taxes). The Board of Directors of the Company has not recommended any final dividend.
Operations Review
Total revenue from operations of the Company on standalone basis increased by 38.08 per cent from Rs, 4677.93 Crores in 2017-18 to Rs,6,459.34 Crores in 2018-19 mainly due to increase in revenue from operations. The profit before interest, depreciation and tax (PBIDT) including ''other income'' on a standalone basis increased from Rs, 888.72 Crores in 2017-18 to Rs, 1,195.79 Crores in 2018-19.
Profit before tax (PBT) on a standalone basis increased by 35.20 per cent from Rs, 512.64 Crores in 2017-18 to Rs,693.11 Crores in 2018-19. After accounting for the provision for taxation of Rs, 175.93 Crores, profit after tax (PAT) on a standalone basis increased by 27.49 per cent from Rs, 405.66 Crores in 2017-18 to Rs, 517.18 Crores in 2018-19.
Management Discussion and Analysis
A detailed section of the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.
Business Responsibility Report
As stipulated under the Securities and Exchange Board of India (LODR) Regulations, 2015 ("Listing Regulations"), the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 2018-19 and forms a part of the Board''s Report. However, as a green initiative the Business Responsibility Report for 2018-19 has been hosted on the website of the company at http://www. srf.com/investor-relations/investors.html#reports and shareholder who wants to obtain a physical copy of the same may send a request to the Company at its registered office.
Subsidiaries, Joint Ventures and Associate Companies
As on March 31, 2019, your Company had 6 (six) wholly owned subsidiary companies whereby 1 (one) wholly owned subsidiary company is registered in
India and remaining 5 (five) are registered outside India. 2 (two) of these are direct wholly owned subsidiaries and rest 4 (four) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2019 includes the profit and loss account for these 6 (six) wholly owned subsidiaries for the Financial Year ended March 31, 2019.
These subsidiaries are
1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the
4 (four) step-down subsidiaries of the Company.
2. SRF Industries (Thailand) Ltd.(a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of nylon tyre cord and packaging films.
3. SRF Flexipak (South Africa) (Pty) Ltd.(a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of packaging films.
4. SRF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa presently in the business of trading in refrigerant gases in South Africa and other neighbouring countries.
5. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.
6. SRF Europe Kft (a wholly owned subsidiary of SRF Global BV) incorporated in Hungary on 25th April 2018 to undertake the manufacture of packaging films in Hungary.
The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 252. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www. srf.com/pdf/2014%20(10)%2028%20-%20. Policy%20on%20material%20subsidiary%20. companies%20-%20v2%20-%20Oct14.pdf
The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com.
Directors & Key Managerial Personnel
Arun Bharat Ram, Director, is retiring by rotation and being eligible, offers himself for re-appointment.
All Independent Directors have submitted declarations for meeting the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and rules applicable thereunder and as per the SEBI Regulations. They are also independent of the management.
During the year-
1. Pramod Bhasin, Independent Director of the company resigned from the close of business hours of February 4, 2019 due to his current range of responsibilities and travel. There were no other material reasons for his resignation.
2. Vinayak Chatterjee, Independent Director of the company resigned from the close of business hours of March 31, 2019. He has resigned from the Board as he was an Independent Director since 2002 which was in accordance with the requirements of Companies Act, 2013 and Listing Regulations.
However, as a good corporate governance practice he decided to step down as a Director. There were no other material reasons for his resignation.
During the year, the Board has appointed Bharti Gupta Ramola w.e.f. February 4, 2019, Yash Gupta and Puneet Yadu Dalmia w.e.f. April 1, 2019 as Additional Independent Directors and has recommended their appointment as Independent Directors.
Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act and Listing Regulations.
Anoop K Joshi, President, CFO & Company Secretary of the Company retired from the services of the Company at the close of the business hours on March 31, 2019. Rahul Jain was appointed as the President & Chief Financial officer and Rajat Lakhanpal was appointed as the Vice President (Corporate Compliance) & Company Secretary of the Company w.e.f. April 1, 2019.
In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I.
In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, Non-Independent non-executive Director and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Regulations, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company''s governance practices etc. and number of meetings held during the year and the performance of its
Committees on the criteria like fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://www.srf.com/ investor-relations/investors.html#governance
During the year 2018-19, four meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 68 of this Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of
the Companies Act, 2013, it is hereby confirmed:
a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms'' length basis and in accordance with the Transfer Pricing Policy/basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions.
Your Directors draw attention of the members to Note 32 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of investments made are given in Note No. 5 of the standalone financial statement. Particulars of guarantees alongwith the purpose, are given in Note No. 40(d) of additional disclosures forming part of the standalone financial statement.
Corporate Social Responsibility (CSR)
As per the requirements of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility Committee comprising of Dr. Meenakshi Gopinath, Director (CSR) (Chairperson of the Committee), Kartik Bharat Ram, Deputy Managing Director and Lakshman Lakshminarayan, Independent Director as other members.
Arun Bharat Ram, Chairman of the Company has also been inducted as the member of the CSR Committee w.e.f, April 1, 2019.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a
Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link http://www.srf.com/pdf/2015%20 (05)%2011%20- %20SRF %20- %20CSR%20 Policy%20-%20Board%20approved.pdf
The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act.
During the year, the Company has spent '' 10.38 Crores on CSR activities. The amount of CSR obligation under the Companies Act, 2013 was '' 10.38 Crores. Annual Report on CSR activities is annexed herewith as Annexure II.
Risk Management
Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity''s objective.
The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.
The Board has constituted Risk Management Committee in its meeting held on February 4, 2019 effective from April 1, 2019 consisting of Ashish Bharat Ram as Chairman, Kartik Bharat Ram and Bharti Gupta Ramola as members of the Committee.
Internal Financial Controls
The Company believes that Internal Control is a necessary concomitant of the principle of Governance. It remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee and the management that there is a structured system for:
- close and active supervision by the Audit Committee
- business planning and review of goals achieved
- evaluating & managing risks
- policies and procedures adopted for ensuring orderly Financial Reporting
- timely preparation of reliable Financial Information
- accuracy and completeness of the Accounting Records
- ensuring legal and regulatory compliance
- protecting company''s assets
- prevention and detection of fraud and error
- validation of IT Security Controls
- Entity Level Controls
Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.
Significant features of these control systems include:
- the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.
- the risk assessment system that accounts for all likely threats to the achievement of the plans, and draws up contingency plans to mitigate them.
- the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.
The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes, both at the Corporate and the Business levels, continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.
Listing of Equity Shares
SRF''s equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.
SRF Limited Long term Share based Incentives Plan, 2018
During the year, the Company has allotted 60,000 Equity shares under Part-B SRF ESPS 2018 of SRF Limited Employees Long Term Share Based Incentive Plan - 2018 to eligible employees. There has been no material change in the said Plan. The said Plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
In Compliance with Circular dated June 16, 2015 issued by SEBI under the said Regulations, necessary disclosures are given below:
a. In terms of the "Guidance Note on accounting for employee share based payments" issued by ICAI and Ind AS 102, note no. 34 on Employee Share Based Payments forms part of the notes to standalone annual accounts appearing on page no. 150 of the Annual Report 2018-19. Note No.
1.B.17 forming part of the Accounting Policies which refers to this is also appearing on page no. 109 of the Annual Report 2018-19.The same are also reproduced in the "Investors Section" of the website (www.srf.com). The weblink for the same is https://www.srf.com/investor-relations/ investors.html.
b. Shares under Part B- SRF ESPS, 2018 of the SRF Long Term Share Incentive Plan, 2018 were issued directly to the eligible employees as decided by the Board/Nomination and Remuneration Committee of the Company. Hence, the diluted EPS and basic EPS are same. Basic EPS for 2018-19 was Rs. 90.01 per Share.
c. Other Disclosures mandated by the said circular are given in Annexure III.
Certificate from the Auditors of the Company dated May 13, 2019 that SRF Limited Long term Share based Incentives Plan, 2018 has been implemented in accordance with said regulations and in accordance with the resolutions of the company passed through Postal Ballot on March 26, 2018, shall be placed in the forthcoming Annual general meeting.
Dividend Distribution Policy
In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at http://www.srf.com/pdf/Dividend%20 Distribution%20. The policy is also given in Annexure IV of this report.
Corporate Governance
Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Regulation 34(3) of the Listing Regulations is attached to the report as Annexure V.
In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Managing Director and President & CFO was placed before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.srf.com).
Consolidated Financial Statement
The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.
Audit Committee
As on March 31, 2019 the Audit Committee comprised of Independent Directors namely Vinayak Chatterjee (Chairman of the Committee), Lakshman Lakshminarayan and Vellayan Subbiah as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Further, w.e.f. April 1, 2019 the composition of Audit Committee comprises of Lakshman Lakshminarayan as Chairman of the Committee, Vellayan Subbiah and Bharti Gupta Ramola as members of the Committee.
Accounts and Audit
M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248w/w-100022) were appointed as Statutory Auditors for 5 years on 47th Annual General Meeting to hold office from the conclusion of 47th Annual General Meeting until the conclusion of 52nd annual general meeting.
The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
Vigil Mechanism
In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, Employees and other stakeholders can voice their concerns. The Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company''s website at the link: http://www.srf.com/investor-relations/investors. html#governance
Cost Audit
As per the requirement of Section 148(1) and other applicable provisions of the Companies Act, 2013, the Company is required to maintain Cost Records for all the products being manufactured by it. The same are being maintained by the Company and Audited by the Cost Auditors.
M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2019-20 in respect of all the relevant product groups of Technical Textiles Business and Other Businesses.
M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2019-20 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant was nominated as the Company''s Lead Cost Auditor.
The remuneration of the cost auditors for financial year 2019-20 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said products for the financial year 2017-18, conducted by M/s.
H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on 5th September 2018. The due date for filing was 7th September 2018.
Secretarial Auditor
The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, Secretarial Compliance Report dated May
13, 2019, issued as per SEBI Circular CIR/CFD/ CMD1/27/2019 dated February 08, 2019 was given by M/s Sanjay Grover & Associates, Practising Company Secretary which was submitted to Stock Exchanges.
Personnel
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the registered office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VII.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VIII to the Directors'' report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure IX to this Report.
Industrial Relations
The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.
Secretarial Standards
Applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to ''Meeting of the Board of Directors'', ''General Meetings'' and ''Dividend'' respectively, have been duly followed by the Company.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Neither the Chairman, Managing/Deputy Managing Director nor Whole-time Director received any remuneration or commission from any of the Company''s subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). During the year, one complaint was received and the same has been disposed off in accordance with the requirements of the Act.
Acknowledgements
Your Directors acknowledge with gratitude the cooperation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.
For and on behalf of the Board
Arun Bharat Ram
Date: May 13, 2019 Chairman
Place: Gurugram (DIN - 00694766)
Mar 31, 2018
BOARD''S REPORT
To,
The Members
SNL Bearings Limited
Your Directors have pleasure in presenting their Thirty Eighth Annual Report together with Audited Accounts for the year ended 31st March, 2018.
1. Financial Results
|
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
|
|
Profit before providing for interest & depreciation |
1216.99 |
1080.44 |
|
Less : Finance costs |
0.83 |
13.65 |
|
Less: Depreciation |
79.12 |
70.77 |
|
Profit Before Tax |
1137.04 |
996.02 |
|
Tax expenses |
315.02 |
334.42 |
|
Profit After Tax |
822.02 |
661.60 |
|
Other Comprehensive Income (OCI) |
15.58 |
(3.36) |
|
Add/Less: Balance brought forward from previous year |
629.91 |
214.01 |
|
Less: Final dividend on Equity Shares |
- |
- |
|
Less: Interim Dividend on Equity Shares |
-- |
(180.58) |
|
Less: Additional Income tax on dividend on Equity Shares |
â |
(37.76) |
|
Less: Transfer to capital redemption reserve |
- |
(25.00) |
|
Closing balance of surplus in statement of Profit and loss |
1467.51 |
629.91 |
2. Operations
Net revenues during the year at Rs. 3831.45 lakhs (previous year Rs. 3348.26 lakhs) are higher by 14 %, The transition to GST created a temporary disruption in the value chain during the first half, but since then, India''s industrial production has displayed a welcome growth revival. This is also supported by the global economic recovery. Your company''s sales to mobility sectors grew in line with market growth, which has been supported by the Government''s thrust on rural spending and infrastructure creation. There is optimism that there will be continued growth in the automotive segments during the current year.
Profit after tax (PAT) has increased by 24% from Rs. 662 lakhs (previous year) to Rs. 822 lakhs on account of higher volumes and helped by lower tax rates. Your company is taking steps to capitalise on the positive environment by enhancing operational efficiencies and scaling up our manufacturing capacities.
3. Dividend
Directors are pleased to recommend a final equity dividend @ Rs. 5/- per share of Rs. 10/- each involving an outgo of Rs. 217.34 lakhs (inclusive of dividend distribution tax) and payable to members/ beneficial owners as per the Register of Members as on 25th July, 2018.
4. Corporate Social Responsibility activities (CSR)
The CSR Committee has defined the areas for contribution and support by the Company. For the year ended 31.3.2018 an aggregate amount of Rs. 16.90 lakhs has been contributed to various organizations doing commendable work for the cause of promoting education to the under privileged sections of society-
i. Scholarship scheme through Vidyasaarathi (VSS), an online platform operated transparently by TISS (Tata Institute of Social Sciences) for needy students, particularly in the state of Jharkhand where Company''s plant is located.
ii. Sankalp - A Pledge to Change, running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
iii. Indian Cancer Society providing medical facilities and support to affected patients, spreading awareness about cancer.
Detailed report on CSR activities including amount spent is given in Annexure I.
5. Safety, Healthy & Environment
The Company''s plant at Ranch! has been awarded internationally recognized external certification viz. ISO 14001:2004 (for adherence to environmental processes), OHSAS: 18001:2007 (for Health & Safety) and IATF:16949:2015 (quality management system). The Company is in the process of adopting new external certification viz. ISO 14001:2015 (Eliminate or Minimize Environmental Impact).
Work force is trained at regular intervals in preventive aspects of safety and prevention of work related accidents.
Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targeted towards conserving natural resources and improvements in resource efficiency across all processes.
6. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31.3.2018 there are no fixed deposits with the Company.
7. Extract of Annual Return
The details forming part of the extract of the Annual Return as required under the Companies Act, 2013 is given in Annexure II.
8. Related Party transactions
Transactions between the Holding Company, NRB Bearings Ltd and co-subsidiary, NRB Bearings (Thailand) Ltd, and associate NRB Industrial Bearings Ltd have taken place in the ordinary course of business. All transactions entered with the related parties have been at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The individual transactions have been regularly placed before the audit committee and the Board of Directors on a quarterly basis and have been approved in advance.
Details of the remuneration/ sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 35 to the Annual Accounts. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website.
The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-lII to this Report.
9. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the directors, Company Secretary and the General Manager of the Company. All independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by the General Manager as (CEO) and a Director of the Company, with requisite financial expertise, as (CFO).
10. Internal Control System
There are adequate internal financial controls in place with reference to the financial statements. During the year, the working of the upgraded ERP system has been stabilized to provide required internal finance controls. Further improvements by way of biometric attendance and linked leave records and payroll systems are under trials for implementation. The Internal Auditors have been regularly reviewing the same, and their recommendations for improvements have been included in the ERP upgrade implementation. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.
Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
11. Vigil Mechanism
The Company has formulated and implemented the whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Company website. All complaints received are reviewed and investigated by management suitable corrective actions are taken.
12. Directors and Key Managerial Personnel Retirement by Rotation
In accordance with the provisions of Section 152, Mr. S C Rangani (DIN 00209069) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. His brief profile is the part of the Corporate Governance Report annexed to this report.
Independent Directors Declaration
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and the provisions of Listing Regulations, stating that they meet the criteria of independence provided therein. The profile of the Independent Directors forms part of the Corporate Governance Report.
Mr. J S Maini, Independent Director of the Company has resigned from the Board on 22nd January, 2018 due to his personal commitments. The Board records its appreciation of the valuable contribution made by Mr. Maini to the Board/ Committee proceedings during his tenure of over 15 years.
Brief details of Mr. Vivek Sahai (DIN 01717502), Mr. A S Kohli (DIN 08135020) and Mr. Claude Alex d''Gama Rose (DIN 01494440), who have been appointed as Additional directors of the company with effect from 8th November, 2017 and 17th May, 2018 respectively by the Board of Directors and who hold office upto the date of this Annual General Meeting, are as below:
Mr. Vivek Sahai (66 yrs) holds a MSc. (Physics) degree and passed Civil Services Exam of UPSC from 1972 batch and joined the Indian Railway Traffic Services. He superannuated on 30th June 2011 from the apex position of Chairman Railway Board (CRB) and Principal Secretary to the Government of India. At that time he also concurrently held the post of Member Traffic Railway Board. As CRB he managed a vast force of railway-men in the country numbering over 1.3 million. He was also the Chairman of the Container Corporation, Dedicated Freight Construction Corporation of India Ltd., and Indian Railway Catering and Tourism Corporation from 2010 to 2011. He is Logistics Advisor to ACC Ltd since July 2017.
Mr. A S Kohli (62 yrs) is BE Mech. and has been associated with the holding Company for over 20 years as part of the Senior Management Team responsible for Manufacturing, Quality and Engineering services, including Process Innovations. Since 2007, he has been responsible for the setting up and successful operations of the holding Companies subsidiary at Thailand viz. NRB Bearings (Thailand) Ltd.
Mr. Claude Rose (62 yrs) is a qualified Cost Accountant from ICWA (Institute of Costs and Works Accountants). He was country head of the Continental group in India from January 2010 until his retirement in October 2017. As a Managing Director of Continental Automotive Components India Private Ltd, he built the company and the Continental brand in the Indian automotive industry. He was the Chief Financial Officer of the company before taking over as Managing Director. Prior to his stint with the Continental group, he enjoyed a prolonged engagement with multiple business verticals of Siemens in India.
The Board has decided to appoint Mr. Vivek Sahai & Mr. Claude Rose for a term of five years as Independent Directors and Mr. A S Kohli as Non Executive & Non Independent Director in terms of provisions of section 149 and 152 of the Companies Act, 2013. The Board considers that their association as Director will be beneficial and in the interest of the company. The Directors recommend passing of the resolution set out at item no. 5, 6 & 7 of the accompanying notice.
For the FY 2017-18, the Board has carried out an annual performance evaluation of its own and that of its Committees and individual directors, using various performance evaluation criteria on the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The independent directors - Mr. J D Diwan and Mr. Vivek Sahai have met separately on 28th March, 2018 and have conveyed to the Chairman of the Board, their satisfaction with the working of the Board.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. S C Rangani - Director (with financial knowledge & experience), overseeing the
Finance function, certifying as CFO, (no requirement of full time CFO)
Mr. Kamlesh Sondigala* - Company Secretary and Compliance Officer, Mr. KKP Sinha - General Manager, certifying as CEO
* Mr. Kamlesh Sondigala was appointed as Company Secretary w.e.f. 1st December, 2017 on resignation of Mr. Bankim Purohit, Company Secretary of the Company.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Particulars of Loans, Guarantees or Investments
Your Company has been rated ''CRISIL AT (upgraded from ''CRISIL A2'') for the Short-term Bank facility and on the Company''s long-term facilities have been re-affirmed at ''CRISIL A/ STABLE'' (Upgraded from ''CRISIL BBB /STABLE'') as on September, 2017.
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in Mutual Funds has been done with Board''s approval.
15. Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure IV.
17. Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014
a. Measures taken for conservation of energy
During the year, based on the recommendations of the CII Energy Audit Team, which are being implemented in phases at the plant, the company is making all efforts for conservation of energy on a continuous basis.
During F.Y. 17-18, Energy Savings were achieved to the tune of 204218 KWH & Rs. 12.73 lakhs annually by replacing Normal Motors (IEO) with energy efficient motors (IE3), Star/Delta starter with VFD (Variable Feed Drive) and Normal MV Lamp with LED Lights.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on press machines for manufacturing cage bearings by reduction in setup time and resetting time. As a result average production quantity has increased.
Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective. Human capital development, through campus recruitment of technically qualified personnel and training programmes for upgrading existing promising engineers, has been initiated. All efforts are towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended 31st March 2018
Foreign Exchange Earnings: Export of goods - Rs. 61.16 lakhs Foreign Exchange Outgo: Raw materials & Components - Rs. 358.27 lakhs Consumables, Spares, tools - Rs. 2.69 lakhs
18. Auditors
Statutory Auditors
Appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditors was approved by the members by way of Postal Ballot on January 05, 2018 to fill the casual vacancy in the office of Company''s auditors caused due to resignation of existing statutory auditors and they hold the office of statutory auditors until the conclusion of ensuing Annual General meeting of the Company.
The Audit Committee and the Board of Directors recommends the re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditors for a further term of five years and suitable resolution for the same has been included in the AGM notice annexed. A certificate from the auditors has been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.
Secretarial Auditors
The Board had appointed Mr. Upendra Shukla, Company Secretary in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, your Company is not covered for Cost Audit. However from F.Y. 2018-19, maintenance of prescribed Cost records is applicable to your Company. The Company has initiated measures to ensure that the same are implemented.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports, requiring explanation or comments by the Board.
19. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the Shareholders, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts.
|
On behalf of the Board |
|
|
H S ZAVERI |
|
|
Chairman |
|
|
Mumbai: May 17, 2018 |
Annexure I Annual Report on Corporate Social Responsibility (CSR) Activities
[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]
|
Sr. No. |
Particulars |
Remark |
|
1 |
A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs |
Promotion of education, Employment enhancing vocational skills. Promoting social business projects, Contribution to funds set up by Central/State Government''s for social economic development and relief. |
|
2 |
The Composition of the CSR Committee. |
1) Ms. H S Zaveri - Chairman, (NE/NID) 2) Mr. J D Diwan - Member (NE/ID) 3) Mr. S C Rangani - Member (NE/NID) 4) Mr. Vivek Sahai - Member (NE/ID)* |
|
3 |
Average net profit of the company for last three financial years |
Rs. 844.92 lakhs |
|
4 |
Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) |
Rs. 16.90 lakhs |
|
5 |
Details of CSR spent during the financial year. (a) Total amount to be spent for the financial year; |
Rs.16.90 lakhs (includes Rs. 0.75 lakhs committed to NSDL -(''Vidyasaarathi'' (VSS) for launching scholarship scheme on VSS portal.) |
|
(b) Amount unspent, if any; |
Nil |
|
|
(c) Manner in which the amount spent during the financial year is detailed below |
* Mr. Vivek Sahai co-opted as member of CSR Committee w.e.f. 6th February, 2018
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
|
Sr. No. |
CSR project or activity identified |
Sector in which the project is covered |
Projects or programs (1) Local Area or other (2) Specify the state and district where projects or programs was undertaken |
Amount outlay (budget) project or programs wise |
Amount spent on the projects or programs Sub -heads: (1) Direct expenditure on projects or programs (2) Overheads |
Cumulative expenditure upto to the reporting period |
Amount spent: Direct or through implementing agency* |
|
1 |
Sankalp - A pledge to change |
Provides free education to underprivileged children in slums & villages, free medical camps. |
The Co''s plant is located in Ranchi, Jharkhand and the CSR project programs were conducted in Dhanbad, Jharkhand |
Rs 7.50 lakhs |
Rs 7.50 lakhs |
Rs.7.50 lakhs |
Sankalp - A pledge to change |
|
2 |
TISS (Tata Institute of Social Sciences) |
Provides education finance in the country through an online platform. |
The Co''s plant is located in Ranchi, Jharkhand and the CSR project programs were conducted in Jharkhand |
Rs. 5.75 lakhs |
Rs.5.75 lakhs |
Rs.5.75 lakhs |
Through Vidyasaarathi-NSDL-Committed fees Rs. 0.75 lakhs |
|
3 |
Indian Cancer Society - Rise Against Cancer |
Creating Awareness, Detection, Cure and Survivorship of those affected with Cancer. |
Social business activity all over India |
Rs.3.65 lakhs |
Rs.3.65 lakhs |
Rs.3.65 lakhs |
Indian Cancer Society - Direct |
|
Total |
Rs. 16.90 lakhs |
Rs. 16.90 lakhs |
Rs. 16.90 lakhs |
*Give details of implementing agency
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Not Applicable
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company
|
SD/- |
SD/- |
Not Applicable |
|
Mr. S C Rangani (Director) |
Ms. H S Zaveri (Chairman CSR Committee) |
[Person specified under clause (d) of sub-section (1) of section 380 of the Act] (wherever applicable) |
Annexure II Form No. MGT-9
EXTRACT OF ANNUAL RETURN As on 31/03/2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN : L99999MH1979PLC134191
ii) Registration Date : 05/03/1979
iii) Name of the Company: SNL BEARINGS LIMITED
iv) Category / Sub-Category of the Company : Company limited by shares / Indian Non -Government Company.
v) Address of the Registered office and contact details :
Dhannur, 15, Sir P. M. Road, Fort, Mumbai 400 001, Maharashtra
Email i.d. : kamlesh.Sondigala@snlbearings.in
Web address : www.snlbearings.in
Telephone No. : 022-22663698
Fax No. : 022-22660412
vi) Whether listed company Yes / No: Yes vii) Name, Address and Contact details of Registrar and Transfer Agent, if any
Mr. Devanand Dalvi
M/s. Universal Capital Securities Pvt. Ltd.,
21 Shakil Niwas, Opp. Satya Saibaba Temple,
Mahakali Caves, Andheri (East),
Mumbai 400 093
Maharashtra
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :
All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-
|
Sr. No. |
Name and Description of main products/ services |
NIC Code of the Product/ service |
% to total turnover of the Company |
|
1. |
Bushes and Cages |
2913 |
98% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :
|
Sr. No. |
Name and Address of the Company |
CIN/GLN |
Holding/ Subsidiary/ Associate |
% of shares held |
Applicable Section |
|
1 |
NRB BEARINGS LTD |
L29130MH1965PLC013251 |
Holding |
73.45 |
2(46) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :
i) Category-wise Share Holding
|
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
|
A. Promoters |
|||||||||
|
(1) Indian |
|||||||||
|
a) Individual/HUF |
33911 |
- |
33911 |
0.94 |
34011 |
- |
34011 |
0.94 |
- |
|
b) Central Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
c) State Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
d) Bodies Corp. |
2652762 |
- |
2652762 |
73.45 |
2652762 |
- |
2652762 |
73.45 |
- |
|
e) Banks/ FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
f) Any other.. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Sub-total (A) (1) |
2686673 |
- |
2686673 |
74.39 |
2686773 |
- |
2686773 |
74.39 |
- |
|
(2) Foreign |
|||||||||
|
a) NRIs -Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
b) Other -Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
c) Bodies Corp. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
d) Banks/ FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
e) Any Other ... |
- |
- |
â |
- |
â |
- |
- |
- |
- |
|
Sub-total (A) (2) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Total Shareholding of Promoters (A) = (A)(1) (A)(2) |
2686673 |
- |
2686673 |
74.39 |
2686773 |
- |
2686773 |
74.39 |
- |
|
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
|
B. Public Shareholding |
|||||||||
|
(1) Institutions |
|||||||||
|
a) Mutual Funds |
- |
- |
- |
- |
- |
-- |
- |
- |
- |
|
b) Banks/ FI |
0 |
50 |
50 |
0.00 |
0 |
50 |
50 |
0.00 |
0.00 |
|
c) Central Govt. |
- |
-- |
- |
- |
- |
- |
- |
- |
- |
|
d) State Govt. |
- |
- |
- |
- |
-- |
- |
- |
- |
- |
|
e) Venture Capital Funds |
- |
- |
- |
- |
- |
- |
- |
-- |
- |
|
f) Insurance Companies |
-- |
- |
- |
- |
- |
- |
- |
- |
- |
|
g) FIIs |
- |
- |
- |
-- |
22521 |
50 |
22521 |
0.62 |
0.62 |
|
h) Foreign Venture Capital Funds |
- |
- |
- |
-- |
- |
- |
- |
- |
- |
|
i) Others (Specify) |
- |
- |
- |
- |
- |
- |
-- |
- |
- |
|
Sub-total (B) (1) |
0 |
50 |
50 |
0.00 |
22521 |
50 |
22571 |
0.62 |
0.62 |
|
(2) Non-Institutions |
|||||||||
|
a) Bodies Corporate |
|||||||||
|
i) Indian |
53035 |
2975 |
56010 |
1.55 |
46895 |
2975 |
49870 |
1.38 |
(0.17) |
|
ii) Overseas |
- |
- |
-- |
- |
- |
- |
- |
- |
- |
|
b) Individuals |
|||||||||
|
i) Individual Shareholders holding nominal sharecapital upto Rs.1 Lakh |
484865 |
138543 |
623408 |
17.26 |
520740 |
134394 |
655134 |
18.14 |
0.88 |
|
ii) Individual Shareholders holding nominal sharecapital in excess of Rs. 1 Lakh |
211845 |
211845 |
5.87 |
113535 |
113535 |
3.14 |
(2.72) |
||
|
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
|
c) Any Other |
|||||||||
|
i) NRI''s/ OCBs |
21817 |
600 |
22417 |
0.62 |
26253 |
600 |
26853 |
0.74 |
0.12 |
|
ii) Clearing Members |
11137 |
-- |
11137 |
0.31 |
8744 |
-- |
8744 |
0.24 |
(0.07) |
|
iii) LLP/ Partnership firm |
â |
-- |
â |
0.00 |
8770 |
~ |
8770 |
0.24 |
0.24 |
|
iv) HUF |
- |
- |
- |
0.00 |
39290 |
- |
39290 |
1.09 |
1.09 |
|
Sub-total (B) (2) |
782699 |
142118 |
924817 |
25.61 |
764227 |
137969 |
902196 |
24.98 |
(0.63) |
|
Total Public Shareholding (B) = (B)(1) (B) (2) |
782699 |
142168 |
924867 |
25.61 |
786748 |
138019 |
924767 |
25.61 |
0.00 |
|
C. Shares held by Custodian for GDRs & ADRs |
|||||||||
|
Grand Total (A B C) |
3469372 |
142168 |
3611540 |
100.00 |
3473521 |
138019 |
3611540 |
100.00 |
0.00 |
(ii) Shareholding of Promoters
|
Shareholding at the beginning of the year |
Share holding at the end of the year |
|||||||
|
Sr. No. |
Shareholder''s Name |
No of Shares |
% of total Shares of the Company |
% of Shares Pledged/ encumbered to total shares |
No. of Shares |
% of total Shares of the Company |
% of Shares Pledged/ encumbered to total shares |
% change in |
|
1 |
Ms. Harshbeena S. Zaveri |
33911 |
0.94 |
0 |
34011 |
0.94 |
0 |
0 |
|
2 |
NRB Bearings Ltd. |
2652762 |
73.45 |
0 |
2652762 |
73.45 |
0 |
0 |
|
Total |
2686673 |
74.39 |
0 |
2686773 |
74.39 |
0 |
0 |
|
(iii) Change in Promoters'' Shareholding (Please Specify, if there is no change)
|
Sr. No. |
Shareholder''s Name |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
|
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
||
|
1. |
Ms. Harshbeena S. Zaveri |
||||
|
At the beginning of the Year |
33911 |
0.94 |
|||
|
16/06/2017 Purchase |
100 |
0.00 |
34011 |
0.94 |
|
|
At the End of the year |
34011 |
0.94 |
|||
|
2. |
NRB Bearings Limited |
||||
|
At the beginning of the Year |
2652762 |
73.45 |
|||
|
Date wise increase/ decrease |
Nil |
Nil |
|||
|
At the End of the Year |
2652762 |
73.45 |
|||
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :
|
Sr. No. |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|||
|
Shareholder''s Name |
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
|
|
1 |
Mustafa Mazahir Khedwala |
||||
|
At the beginning of the year |
44000 |
1.22 |
|||
|
26/05/2017 Purchase |
4200 |
0.12 |
48200 |
1.33 |
|
|
02/06/2017 Purchase |
1004 |
0.03 |
49204 |
1.36 |
|
|
09/06/2017 Purchase |
771 |
0.02 |
49975 |
1.38 |
|
|
16/06/2017 Purchase |
25 |
0.00 |
50000 |
1.38 |
|
|
18/08/2017 Purchase |
600 |
0.02 |
50600 |
1.40 |
|
|
25/08/2017 Purchase |
100 |
0.00 |
50700 |
1.40 |
|
|
08/09/2017 Purchase |
1000 |
0.03 |
51700 |
1.43 |
|
|
15/09/2017 Purchase |
1750 |
0.05 |
53450 |
1.48 |
|
|
22/12/2017 Purchase |
1 |
0.00 |
53451 |
1.48 |
|
|
At the end of the year |
53451 |
1.48 |
|||
|
2 |
Anil Kumar Bajaj |
||||
|
At the beginning of the year |
24000 |
0.66 |
|||
|
15/12/2017 Sell |
-500 |
-0.01 |
23500 |
0.65 |
|
|
At the end of the year |
23500 |
0.65 |
|||
|
3 |
Rimo Capital Fund LP |
||||
|
At the beginning of the year |
0 |
0.00 |
|||
|
03/11/2017 Purchase |
2500 |
0.07 |
2500 |
0.07 |
|
|
10/11/2017 Purchase |
9750 |
0.27 |
12250 |
0.34 |
|
|
17/11/2017 Purchase |
1430 |
0.04 |
13680 |
0.38 |
|
|
01/12/2017 Purchase |
2341 |
0.06 |
16021 |
0.44 |
|
|
08/12/2017 Purchase |
4950 |
0.14 |
20971 |
0.58 |
|
|
30/12/2017 Purchase |
900 |
0.02 |
21871 |
0.61 |
|
|
23/02/2018 Purchase |
600 |
0.02 |
22521 |
0.62 |
|
|
At the end of the year |
22521 |
0.62 |
|||
|
4 |
Sana Ayub Khan |
||||
|
At the beginning of the year |
17500 |
0.48 |
|||
|
28/07/2017 Sell |
-1500 |
-0.04 |
16000 |
0.44 |
|
|
18/08/2017 Purchase |
850 |
0.02 |
16850 |
0.47 |
|
|
08/09/2017 Purchase |
150 |
0.00 |
17000 |
0.47 |
|
|
15/09/2017 Purchase |
750 |
0.02 |
17750 |
0.49 |
|
|
30/09/2017 Purchase |
333 |
0.01 |
18083 |
0.50 |
|
|
09/03/2017 Purchase |
1 |
0.00 |
18084 |
0.50 |
|
|
At the end of the year |
18084 |
0.50 |
|||
|
Sr. No. |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|||
|
Shareholder''s Name |
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
|
|
5 |
Saharsh Yarn Pvt. Ltd. |
||||
|
At the beginning of the year |
20400 |
0.56 |
|||
|
28/07/2017 Sell |
-5000 |
-0.14 |
15400 |
0.43 |
|
|
08/12/2017 Sell |
-400 |
-0.01 |
15000 |
0.42 |
|
|
At the end of the year |
15000 |
0.42 |
|||
|
6 |
Safir Anand |
||||
|
At the beginning of the year |
15976 |
0.44 |
|||
|
21/04/2017 Sell |
-976 |
-0.03 |
|||
|
At the end of the year |
15000 |
0.42 |
|||
|
7 |
Mazahir Husaini Khedwala |
||||
|
At the beginning of the year |
12500 |
0.35 |
|||
|
26/05/2017 Purchase |
500 |
0.01 |
13000 |
0.36 |
|
|
08/09/2017 Purchase |
500 |
0.01 |
13500 |
0.37 |
|
|
15/09/2017 Purchase |
500 |
0.01 |
14000 |
0.39 |
|
|
30/09/2017 Purchase |
1000 |
0.03 |
15000 |
0.42 |
|
|
At the end of the year |
15000 |
0.42 |
|||
|
8 |
Rashida Mazahir Khedwala |
||||
|
At the beginning of the year |
10500 |
0.29 |
|||
|
26.05.2017 Purchase |
1100 |
0.03 |
11600 |
0.32 |
|
|
28.07.2017 Sell |
-600 |
-0.02 |
11000 |
0.30 |
|
|
08.09.2017 Purchase |
500 |
0.01 |
11500 |
0.32 |
|
|
30.09.2017 Purchase |
500 |
0.01 |
12000 |
0.33 |
|
|
At the end of the year |
12000 |
0.33 |
|||
|
9 |
Shashi Gupta |
||||
|
At the beginning of the year |
0 |
0.00 |
|||
|
05.05.2017 Purchase |
100 |
0.00 |
100 |
0.00 |
|
|
12.05.2017 Purchase |
5000 |
0.14 |
5100 |
0.14 |
|
|
09.06.2017 Purchase |
1600 |
0.04 |
6700 |
0.19 |
|
|
07.07.2017 Purchase |
3750 |
0.10 |
10450 |
0.29 |
|
|
23.03.2018 Sell |
-450 |
-0.01 |
10000 |
0.28 |
|
|
At the end of the year |
10000 |
0.28 |
|||
|
10 |
Sriniwas Seshadri |
||||
|
At the beginning of the year |
9955 |
0.28 |
|||
|
02.06.2017 Purchase |
45 |
0.00 |
10000 |
0.28 |
|
|
At the end of the year |
10000 |
0.28 |
|||
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||||
|
No.
|
Shareholder''s Name
|
No. of Shares
|
% of total Shares of the Company |
No. of Shares
|
% of total Shares of the Company |
|
11 |
Lalit Kumar Poddar |
||||
|
At the beginning of the year |
10500 |
0.29 |
|||
|
09/06/2017 Sell |
-500 |
-0.01 |
10000 |
0.28 |
|
|
16/06/2017 Sell |
-350 |
-0.01 |
9650 |
0.27 |
|
|
21/07/2017 Sell |
-350 |
-0.01 |
9300 |
0.26 |
|
|
11/08/2017 Sell |
-3616 |
-0.10 |
5684 |
0.16 |
|
|
25/08/2017 Purchase |
693 |
0.02 |
6377 |
0.18 |
|
|
08/12/2017 Sell |
-500 |
-0.01 |
5877 |
0.16 |
|
|
22/12/2017 Sell |
-750 |
-0.02 |
5127 |
0.14 |
|
|
09/02/2017 Sell |
-560 |
-0.02 |
4567 |
0.13 |
|
|
At the end of the year |
4567 |
0.13 |
|||
|
12 |
Ritu Garg |
||||
|
At the beginning of the year |
19250 |
0.53 |
|||
|
14/04/2017 Sell |
-1750 |
-0.05 |
17500 |
0.48 |
|
|
26/05/2017 Sell |
-1000 |
-0.03 |
16500 |
0.46 |
|
|
02/06/2017 Sell |
-100 |
0.00 |
16400 |
0.45 |
|
|
16/06/2017 Sell |
-4400 |
-0.12 |
12000 |
0.33 |
|
|
23/06/2017 Sell |
-1513 |
-0.04 |
10487 |
0.29 |
|
|
30/06/2017 Sell |
-487 |
-0.01 |
10000 |
0.28 |
|
|
07/07/2017 Sell |
-15000 |
-0.04 |
8500 |
0.24 |
|
|
14/04/2017 Sell |
-7500 |
-0.21 |
1000 |
0.03 |
|
|
21/07/2017 Sell |
-1000 |
0.03 |
0 |
0.00 |
|
|
At the end of the year |
0 |
0.00 |
|||
|
13 |
Keshav Garg |
||||
|
At the beginning of the year |
18775 |
0.52 |
|||
|
14/04/2017 Sell |
-1500 |
-0.04 |
17275 |
0.48 |
|
|
21/04/2017 Sell |
-2301 |
-0.06 |
14974 |
0.41 |
|
|
26/05/2017 Sell |
-896 |
-0.02 |
14078 |
0.39 |
|
|
23/06/2017 Sell |
-729 |
-0.02 |
13349 |
0.37 |
|
|
30/06/2017 Sell |
-703 |
-0.02 |
12646 |
0.35 |
|
|
07/07/2017 Sell |
-146 |
0.00 |
12500 |
0.35 |
|
|
14/07/2017 Sell |
-500 |
-0.01 |
12000 |
0.33 |
|
|
17/11/2017 Sell |
-206 |
-0.01 |
11794 |
0.33 |
|
|
24/11/2017 Sell |
-850 |
-0.02 |
10944 |
0.30 |
|
|
01/12/2017 Sell |
-1392 |
-0.04 |
9552 |
0.26 |
|
|
08/12/2017 Sell |
-9551 |
-0.26 |
1 |
0.00 |
|
|
At the end of the year |
1 |
0.00 |
|||
|
Sr. No. |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|||
|
Shareholder''s Name |
No. of Shares |
% of total Shares of the |
No. of Shares |
% of total Shares |
|
|
Company |
of the Company |
||||
|
14 |
Rajiv Garg |
||||
|
At the beginning of the year |
16250 |
0.45 |
|||
|
26/05/2017 Sell |
-4000 |
-0.11 |
12250 |
0.34 |
|
|
09/06/2017 Sell |
-349 |
-0.01 |
11901 |
0.33 |
|
|
16/06/2017 Sell |
-901 |
-0.02 |
11000 |
0.30 |
|
|
23/06/2017 Sell |
-1000 |
-0.03 |
10000 |
0.28 |
|
|
07/07/2017 Sell |
-2168 |
-0.06 |
7832 |
0.22 |
|
|
14/07/2017 Sell |
-832 |
-0.02 |
7000 |
0.19 |
|
|
21/07/2017 Sell |
-4000 |
-0.11 |
3000 |
0.08 |
|
|
28/07/2017 Sell |
-3000 |
-0.08 |
0 |
0.00 |
|
|
At the end of the year |
0 |
0.00 |
|||
|
15 |
Kirit R Mehta |
||||
|
At the beginning of the year |
12253 |
0.34 |
|||
|
23.06.2017 Sell |
-53 |
0.00 |
12200 |
0.34 |
|
|
30.06.2017 Sell |
-324 |
-0.01 |
11876 |
0.33 |
|
|
07.07.2017 Sell |
-11876 |
-0.33 |
0 |
0.00 |
|
|
At the end of the year |
0 |
0.00 |
|||
(v) Shareholding of Directors and Key Managerial Personnel :
|
Sr. No. |
Shareholder''s Name |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
|
Director |
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
|
|
1 |
Ms. Harshbeena S. Zaveri |
||||
|
At the beginning of the year |
33911 |
0.94 |
|||
|
16/06/2017 Purchase |
100 |
0.00 |
34011 |
0.94 |
|
|
At the End of the year |
34011 |
0.94 |
|||
|
2 |
Mr. S C Rangani |
||||
|
At the beginning of the year |
250 |
0.007 |
|||
|
Date wise increase/ decrease |
Nil |
Nil |
250 |
0.007 |
|
|
At the End of the year |
250 |
0.007 |
|||
|
3 |
Mr. J S Maini (Resigned w.e.f. 22nd January, 2018) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
4 |
Mr. J D Diwan |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
5 |
Mr. Vivek Sahai (Appointed w.e.f. 8th November, 2017) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
Key Managerial Personnel |
|||||
|
6 |
Mr. Bankim Purohit (Resigned w.e.f. 30th November, 2017) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
7 |
Mr. Kamlesh Sondigala (Appointed w.e.f. 1st December, 2017) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
8 |
Mr. KKP Sinha |
||||
|
At the beginning of the year |
50 |
0.00 |
|||
|
At the End of the year |
50 |
0.00 |
|||
28
(vi) Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
|
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtness (Rs. in lakhs) |
|
|
Indebtedness at the beginning of the financial year |
||||
|
i) Principal Amount |
80.95 |
0 |
6.11 |
87.06 |
|
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
|
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
|
Total (i ii iii) |
80.95 |
0 |
6.11 |
87.06 |
|
Change in Indebtedness during the financial year |
||||
|
⢠Addition |
0 |
0 |
0 |
0 |
|
⢠Reduction |
62.33 |
0 |
2.20 |
64.43 |
|
Net Change |
(62.33) |
0 |
(2.20) |
(64.43) |
|
Indebtedness at the end of the financial year |
||||
|
i) Principal Amount |
18.72 |
0 |
3.91 |
22.63 |
|
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
|
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
|
Total (i ii iii) |
18.72 |
0 |
3.91 |
22.63 |
* Security Deposits received from Customers.
(vii) Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
|
Sr. No. |
Particulars of Remuneration |
Name of Non-Executive/ Non-independent Directors (Rs in lakhs) |
Total Amount (Rs in lakhs) |
|
|
Ms. H.S. Zaveri |
Mr. S.C. Rangani |
|||
|
1. |
Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
- |
- |
- |
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
â |
â |
â |
|
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- |
~ |
||
|
2. |
Stock Option |
- |
- |
- |
|
3. |
Sweat Equity |
- |
- |
- |
|
4. |
Commission as % of profit _ others, specify... |
2.00 |
2.00 |
4.00 |
|
5. |
Others, please specify Sitting Fees (p.a.) |
1.47 |
0.85 |
2.32 |
|
Total (A) |
3.47 |
2.85 |
6.32 |
|
B. Remuneration to Other Directors
|
Sr. No. |
Particulars of Remuneration |
Name of Directors (Rs. in lakhs) |
Total Amount (Rs. in lakhs) |
||
|
Mr. J. S. Maini (Resigned w.e.f 22.01.2018) |
Mr. J. D. Diwan |
Mr. Vivek Sahai (Appointed w.e.f. 8.11.2017) |
|||
|
3. Independent Directors |
|||||
|
⢠Fee for attending board / |
0.75 |
1.47 |
0.35 |
2.57 |
|
|
committee meetings |
2.00 |
2.00 |
â |
4.00 |
|
|
⢠Commission |
.. |
.. |
.. |
.. |
|
|
⢠Others, please specify |
|||||
|
Total (1) |
2.75 |
3.47 |
0.35 |
6.57 |
|
|
4. Other Non-Executive Directors |
â |
â |
â |
â |
|
|
⢠Fee for attending board / committee meetings |
|||||
|
⢠Commission |
|||||
|
⢠Others, please specify |
|||||
|
Total (2) |
- |
-- |
-- |
||
|
Total (B)=(l 2) |
2.75 |
3.47 |
0.35 |
6.57 |
|
|
Total Managerial Remuneration (A B) |
6.22 |
6.32 |
0.35 |
12.89 |
|
|
Overall Ceiling as per the Act |
â |
â |
â |
25.22 |
|
C. Remuneration to Key Managerial Personnel Other Than Managing Director, Whole-time Directors and/or Manager:
|
Sr. No. |
Name of Company Secretary |
Name of Manager |
Total Amount (Rs. in lakhs) |
||
|
Particulars of Remuneration |
Mr. Bankim Purohit (resigned w.e.f. 30.11.2017) |
Mr. Kamlesh Sondigala (appointed w.e.f. 01.12.2017) |
Mr. K K P Sinha |
||
|
1. |
Gross salary |
6.29 |
1.93 |
24.67 |
32.89 |
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
|||||
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
|||||
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
|||||
|
2. |
Stock Option |
- |
- |
- |
- |
|
3. |
Sweat Equity |
- |
- |
- |
- |
|
4. |
Commission |
â |
â |
â |
â |
|
_ as % of profit _ others, specify... |
|||||
|
5. |
Others, please specify |
- |
- |
- |
- |
|
Total (A) |
6.29 |
1.93 |
24.67 |
32.89 |
|
(viii) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
|
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty/ Punishment/ Compounding fees imposed |
Authority [RD/ NCLT/ Court] |
Appeal made, if any (give details) |
|
Penalty |
- |
- |
- |
- |
- |
|
Punishment |
- |
- |
- |
- |
- |
|
Compounding |
- |
- |
- |
- |
- |
|
Other Officers in Default |
|||||
|
Penalty |
- |
- |
- |
- |
- |
|
Punishment |
- |
- |
- |
- |
- |
|
Compounding |
- |
-- |
- |
- |
- |
Annexure III Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm''s length basis: Not Applicable
|
(a) |
Name(s) of the related party and nature of relationship: |
N.A. |
|
(b) |
Nature of contracts/arrangements/transactions: |
N.A. |
|
(c) |
Duration of the contracts / arrangements/transactions: |
N.A. |
|
(d) |
Salient terms of the contracts or arrangements or transactions |
|
|
including the value, if any: |
N.A. |
|
|
(e) |
Justification for entering into such contracts or arrangements or |
|
|
transactions: |
N.A. |
|
|
(0 |
date(s) of approval by the Board: |
N.A. |
|
(g) |
Amount paid as advances, if any: |
N.A. |
|
(h) |
Date on which the special resolution was passed in general meeting as |
|
|
required under first proviso to section 188: |
N.A. |
2. Details of material contracts or arrangement or transactions at arm''s length basis (a) Name(s) of the related party and nature of relationship:
|
i) NRB Bearings Limited |
Holding Company |
|
ii) NRB Bearings (Thailand) Limited - |
Fellow Subsidiary |
|
iii) NRB Industrial Bearings Limited - |
Associate Company |
(b) Nature of contracts/arrangements/transactions:
|
i) |
NRB Bearings Limited |
Sale of Finished Goods; |
|
Purchase of Raw Materials; |
||
|
Reimbursement of expeness |
||
|
on behalf of the Company |
||
|
ii) |
NRB Bearings (Thailand) Limited - |
Sale of Finished Goods; |
|
Sales Commission; |
||
|
iii) |
NRB Industrial Bearings Limited - |
Sale of Finished Goods |
(c) Duration of the contracts / arrangements/transactions:
Ongoing Related Party Transactions.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
1) Salient terms of Contract/ arrangements/ transaction:
As mentioned below:
|
Sr. No. |
Name of the Related Parties |
Nature of Contract/ arrangements/ transactions |
Salient Terms of Contract/ arrangements/ transactions |
|
1 |
NRB Bearings Limited |
Sale/ Purchase of Goods |
As per Purchase Orders placed for their requirements of Raw Materials, Components and Finished Products. |
|
2. |
NRB Bearings (Thailand) Limited |
Sale of Finished Goods |
As per Purchase Orders placed for their requirements of Components and/or Finished Products. |
|
3. |
NRB Industrial Bearings Limited |
Sale of Finished Goods |
As per Purchase Orders placed for their requirements of Components and/or Finished Products. |
2) Value of the transactions with the related parties:
|
As mentioned below: |
(Rs. in lakhs) |
||
|
i) |
NRB Bearings Limited |
Sale of Finished Goods |
1930.67 |
|
Purchases of Raw Materials |
52.48 |
||
|
Reimbursement of expenes on behalf of the Company |
6.72 |
||
|
ii) |
NRB Bearings (Thailand) Limited |
Sale of Finished Goods |
33.19 |
|
Sales Commission |
Nil |
||
|
iii) |
NRB Industrial Bearings Limited |
Sale of Finished Goods |
1.73 |
|
(e) |
Date(s) of approval by the Board, if any: |
i) 25th May, 2017 |
|
ii) 21st July, 2017 |
||
|
iii) 8th November, 2017 |
||
|
iv) 6th February, 2018 |
||
|
(0 |
Amount paid as advances, if any: |
Not Applicable |
|
For and on behalf of the Board of Directors |
|
|
SNL Bearings Limited |
|
|
H S Zaveri |
|
|
Director |
|
|
Dated: May 17, 2018 |
Annexure IV
Disclosure of Remuneration under Section 197 (12) of Companies Act, 2013 and Rule 5(1) of the Companies (Appointment And Remuneration) Rules, 2014.
A. STATEMENT SHOWING DETAILS OF MEDIAN REMUNERATION OF THE DIRECTOR/ KMP OF THE COMPANY:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18;
|
Name of Directors |
Remuneration (Rs. In lakhs) |
Median Remuneration (Rs. In lakhs) |
Ratio |
|
Ms. H S Zaveri, * Non-Executive, Non-independent Director |
Nil |
N.A. |
N.A. |
|
Mr. S C Rangani, * Non-Executive, Non-independent Director |
Nil |
N.A. |
N.A. |
|
Mr. J S Maini * Non-Executive, Independent Director |
Nil |
N.A. |
N.A. |
|
Mr. J D Diwan* Non-Executive, Independent Director |
Nil |
N.A. |
N.A. |
|
Mr. Vivek Sahai* Non-Executive, Independent Director |
Nil |
N.A. |
N.A. |
* No remuneration is paid except Sitting fees and Commission.
b. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18;
|
Name of Directors |
Percentage increase in remuneration in the Financial year. |
|
Ms. H S Zaveri, Non-Executive, Non-independent Director |
Nil |
|
Mr. S C Rangani, Non-Executive, Non-independent Director |
Nil |
|
Mr. J S Maini* Non-Executive, Independent Director |
Nil |
|
Mr. J D Diwan Non-Executive, Independent Director |
Nil |
|
Mr. Vivek Sahai** Non-Executive, Independent Director |
Nil |
|
Mr. Bankim Purohit, Company Secretary*** |
12% |
|
Mr. Kamlesh Sondigala, Company Secretary**** |
NA |
|
Mr. KKP Sinha, General Manager |
8% |
* Mr. J S Maini resigned from the Board w.e.f. 22nd January, 2018
** Mr. Vivek Sahai has been appointed w.e.f. 8th November, 2017
*** Mr. Bankim Purohit resigned from the post of Company Secretary w.e.f. 30th November, 2017
**** Mr. Kamlesh Sondigala appointed as Company Secretary w.e.f. 1st December, 2017
c. The percentage increase in the median remuneration of employees in the financial year;
The median remuneration of employees of the Company was increased by 2% during the Financial year 2017-18. (from Rs. 3.68 lakhs to Rs. 3.74 lakhs p.a.).
d. the Company has 164 number of permanent employees on the rolls of company as on 31 March, 2018;
e. Average percentile increase already made in the salaries of employees other than the managerial personnel and its comparison with the percentile increase in the managerial remuneration and justification thereof.
Average percentile increase in the salaries of employees other than Managerial Personnel is 6% while increase in the Managerial Remuneration is 10%. Average increase in the remuneration of the employees other than the Managerial Personnel and that of the Managerial Personnel is in line with the industry practice and is within the normal range.
f. The remuneration is as per the remuneration policy of the company.
|
For and on behalf of the Board of Directors |
|
|
SNL Bearings Limited |
|
|
H S Zaveri |
|
|
Director |
|
|
Dated: May 17, 2018 |
Annexure V
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014] To,
The Members, SNL Bearings Limited,
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SNL Bearings Limited (hereinafter called ''the Company''). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the SNL Bearings Limited for the financial year ended on 31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowing - not applicable since the Company does not have any FDI, ODI or ECB;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act) :-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. I report that during the year under review there was no action/event in pursuance of -
a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
b) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998; and
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Issue and Listing of Debts Securities) Regulations, 2008;
e) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and/or SEBI (Share Based Employee Benefits) Regulations, 2014.
f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client.
(vi) The Acts / Guidelines specifically applicable to the Company: The management has confirmed that there is no specific law as identified and applicable to the Company.
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of the Company Secretaries of India; and
b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
I report that during the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above.
I further report that -
⢠The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.
⢠Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed proposal on agenda were sent in advance duly complying with the time limits specified and a system exits for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
⢠As per the minutes of the meeting duly recorded and signed by the chairperson, the decisions of the Board were unanimous and no dissenting views have been recorded.
I further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit and also on the review of quarterly compliance reports by respective department heads / Company Secretary, which are reviewed by the Director and taken on record by the Board of Directors of the Company, in my opinion adequate systems and processes and control mechanism exists commensurate with the size and operation of the Company to monitor and ensure compliance with applicable general laws, rules, regulations and guidelines.
I further report that the compliance by the Company of applicable financial laws like direct and indirect tax laws has not been reviewed in this audit since the same has been subject to review by statutory financial audit and other designated professionals.
I further report that during the audit period there was no specific event/action in pursuance to the above referred laws, rules, regulations, standard and guidelines, etc. referred to above, having major bearing on the Company''s affairs.
|
Place: Mumbai |
|
|
Date : 17/05/2018 |
(U.C. SHUKLA) |
|
COMPANY SECRETARY |
|
|
FCS: 2727/CP: 1654 |
Mar 31, 2018
BOARD''S REPORT
To,
The Members
SNL Bearings Limited
Your Directors have pleasure in presenting their Thirty Eighth Annual Report together with Audited Accounts for the year ended 31st March, 2018.
1. Financial Results
|
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
|
|
Profit before providing for interest & depreciation |
1216.99 |
1080.44 |
|
Less : Finance costs |
0.83 |
13.65 |
|
Less: Depreciation |
79.12 |
70.77 |
|
Profit Before Tax |
1137.04 |
996.02 |
|
Tax expenses |
315.02 |
334.42 |
|
Profit After Tax |
822.02 |
661.60 |
|
Other Comprehensive Income (OCI) |
15.58 |
(3.36) |
|
Add/Less: Balance brought forward from previous year |
629.91 |
214.01 |
|
Less: Final dividend on Equity Shares |
- |
- |
|
Less: Interim Dividend on Equity Shares |
-- |
(180.58) |
|
Less: Additional Income tax on dividend on Equity Shares |
â |
(37.76) |
|
Less: Transfer to capital redemption reserve |
- |
(25.00) |
|
Closing balance of surplus in statement of Profit and loss |
1467.51 |
629.91 |
2. Operations
Net revenues during the year at Rs. 3831.45 lakhs (previous year Rs. 3348.26 lakhs) are higher by 14 %, The transition to GST created a temporary disruption in the value chain during the first half, but since then, India''s industrial production has displayed a welcome growth revival. This is also supported by the global economic recovery. Your company''s sales to mobility sectors grew in line with market growth, which has been supported by the Government''s thrust on rural spending and infrastructure creation. There is optimism that there will be continued growth in the automotive segments during the current year.
Profit after tax (PAT) has increased by 24% from Rs. 662 lakhs (previous year) to Rs. 822 lakhs on account of higher volumes and helped by lower tax rates. Your company is taking steps to capitalise on the positive environment by enhancing operational efficiencies and scaling up our manufacturing capacities.
3. Dividend
Directors are pleased to recommend a final equity dividend @ Rs. 5/- per share of Rs. 10/- each involving an outgo of Rs. 217.34 lakhs (inclusive of dividend distribution tax) and payable to members/ beneficial owners as per the Register of Members as on 25th July, 2018.
4. Corporate Social Responsibility activities (CSR)
The CSR Committee has defined the areas for contribution and support by the Company. For the year ended 31.3.2018 an aggregate amount of Rs. 16.90 lakhs has been contributed to various organizations doing commendable work for the cause of promoting education to the under privileged sections of society-
i. Scholarship scheme through Vidyasaarathi (VSS), an online platform operated transparently by TISS (Tata Institute of Social Sciences) for needy students, particularly in the state of Jharkhand where Company''s plant is located.
ii. Sankalp - A Pledge to Change, running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.
iii. Indian Cancer Society providing medical facilities and support to affected patients, spreading awareness about cancer.
Detailed report on CSR activities including amount spent is given in Annexure I.
5. Safety, Healthy & Environment
The Company''s plant at Ranch! has been awarded internationally recognized external certification viz. ISO 14001:2004 (for adherence to environmental processes), OHSAS: 18001:2007 (for Health & Safety) and IATF:16949:2015 (quality management system). The Company is in the process of adopting new external certification viz. ISO 14001:2015 (Eliminate or Minimize Environmental Impact).
Work force is trained at regular intervals in preventive aspects of safety and prevention of work related accidents.
Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targeted towards conserving natural resources and improvements in resource efficiency across all processes.
6. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31.3.2018 there are no fixed deposits with the Company.
7. Extract of Annual Return
The details forming part of the extract of the Annual Return as required under the Companies Act, 2013 is given in Annexure II.
8. Related Party transactions
Transactions between the Holding Company, NRB Bearings Ltd and co-subsidiary, NRB Bearings (Thailand) Ltd, and associate NRB Industrial Bearings Ltd have taken place in the ordinary course of business. All transactions entered with the related parties have been at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The individual transactions have been regularly placed before the audit committee and the Board of Directors on a quarterly basis and have been approved in advance.
Details of the remuneration/ sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 35 to the Annual Accounts. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website.
The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-lII to this Report.
9. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the directors, Company Secretary and the General Manager of the Company. All independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.
The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by the General Manager as (CEO) and a Director of the Company, with requisite financial expertise, as (CFO).
10. Internal Control System
There are adequate internal financial controls in place with reference to the financial statements. During the year, the working of the upgraded ERP system has been stabilized to provide required internal finance controls. Further improvements by way of biometric attendance and linked leave records and payroll systems are under trials for implementation. The Internal Auditors have been regularly reviewing the same, and their recommendations for improvements have been included in the ERP upgrade implementation. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.
Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
11. Vigil Mechanism
The Company has formulated and implemented the whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Company website. All complaints received are reviewed and investigated by management suitable corrective actions are taken.
12. Directors and Key Managerial Personnel Retirement by Rotation
In accordance with the provisions of Section 152, Mr. S C Rangani (DIN 00209069) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. His brief profile is the part of the Corporate Governance Report annexed to this report.
Independent Directors Declaration
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and the provisions of Listing Regulations, stating that they meet the criteria of independence provided therein. The profile of the Independent Directors forms part of the Corporate Governance Report.
Mr. J S Maini, Independent Director of the Company has resigned from the Board on 22nd January, 2018 due to his personal commitments. The Board records its appreciation of the valuable contribution made by Mr. Maini to the Board/ Committee proceedings during his tenure of over 15 years.
Brief details of Mr. Vivek Sahai (DIN 01717502), Mr. A S Kohli (DIN 08135020) and Mr. Claude Alex d''Gama Rose (DIN 01494440), who have been appointed as Additional directors of the company with effect from 8th November, 2017 and 17th May, 2018 respectively by the Board of Directors and who hold office upto the date of this Annual General Meeting, are as below:
Mr. Vivek Sahai (66 yrs) holds a MSc. (Physics) degree and passed Civil Services Exam of UPSC from 1972 batch and joined the Indian Railway Traffic Services. He superannuated on 30th June 2011 from the apex position of Chairman Railway Board (CRB) and Principal Secretary to the Government of India. At that time he also concurrently held the post of Member Traffic Railway Board. As CRB he managed a vast force of railway-men in the country numbering over 1.3 million. He was also the Chairman of the Container Corporation, Dedicated Freight Construction Corporation of India Ltd., and Indian Railway Catering and Tourism Corporation from 2010 to 2011. He is Logistics Advisor to ACC Ltd since July 2017.
Mr. A S Kohli (62 yrs) is BE Mech. and has been associated with the holding Company for over 20 years as part of the Senior Management Team responsible for Manufacturing, Quality and Engineering services, including Process Innovations. Since 2007, he has been responsible for the setting up and successful operations of the holding Companies subsidiary at Thailand viz. NRB Bearings (Thailand) Ltd.
Mr. Claude Rose (62 yrs) is a qualified Cost Accountant from ICWA (Institute of Costs and Works Accountants). He was country head of the Continental group in India from January 2010 until his retirement in October 2017. As a Managing Director of Continental Automotive Components India Private Ltd, he built the company and the Continental brand in the Indian automotive industry. He was the Chief Financial Officer of the company before taking over as Managing Director. Prior to his stint with the Continental group, he enjoyed a prolonged engagement with multiple business verticals of Siemens in India.
The Board has decided to appoint Mr. Vivek Sahai & Mr. Claude Rose for a term of five years as Independent Directors and Mr. A S Kohli as Non Executive & Non Independent Director in terms of provisions of section 149 and 152 of the Companies Act, 2013. The Board considers that their association as Director will be beneficial and in the interest of the company. The Directors recommend passing of the resolution set out at item no. 5, 6 & 7 of the accompanying notice.
For the FY 2017-18, the Board has carried out an annual performance evaluation of its own and that of its Committees and individual directors, using various performance evaluation criteria on the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The independent directors - Mr. J D Diwan and Mr. Vivek Sahai have met separately on 28th March, 2018 and have conveyed to the Chairman of the Board, their satisfaction with the working of the Board.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:
Mr. S C Rangani - Director (with financial knowledge & experience), overseeing the
Finance function, certifying as CFO, (no requirement of full time CFO)
Mr. Kamlesh Sondigala* - Company Secretary and Compliance Officer, Mr. KKP Sinha - General Manager, certifying as CEO
* Mr. Kamlesh Sondigala was appointed as Company Secretary w.e.f. 1st December, 2017 on resignation of Mr. Bankim Purohit, Company Secretary of the Company.
13. Directors'' Responsibility Statement
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Particulars of Loans, Guarantees or Investments
Your Company has been rated ''CRISIL AT (upgraded from ''CRISIL A2'') for the Short-term Bank facility and on the Company''s long-term facilities have been re-affirmed at ''CRISIL A/ STABLE'' (Upgraded from ''CRISIL BBB /STABLE'') as on September, 2017.
During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in Mutual Funds has been done with Board''s approval.
15. Orders passed by the Regulators or the Courts or the Tribunals
There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure IV.
17. Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014
a. Measures taken for conservation of energy
During the year, based on the recommendations of the CII Energy Audit Team, which are being implemented in phases at the plant, the company is making all efforts for conservation of energy on a continuous basis.
During F.Y. 17-18, Energy Savings were achieved to the tune of 204218 KWH & Rs. 12.73 lakhs annually by replacing Normal Motors (IEO) with energy efficient motors (IE3), Star/Delta starter with VFD (Variable Feed Drive) and Normal MV Lamp with LED Lights.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on press machines for manufacturing cage bearings by reduction in setup time and resetting time. As a result average production quantity has increased.
Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective. Human capital development, through campus recruitment of technically qualified personnel and training programmes for upgrading existing promising engineers, has been initiated. All efforts are towards developing low cost technological solutions.
c. Foreign exchange earnings & outgo for the year ended 31st March 2018
Foreign Exchange Earnings: Export of goods - Rs. 61.16 lakhs Foreign Exchange Outgo: Raw materials & Components - Rs. 358.27 lakhs Consumables, Spares, tools - Rs. 2.69 lakhs
18. Auditors
Statutory Auditors
Appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditors was approved by the members by way of Postal Ballot on January 05, 2018 to fill the casual vacancy in the office of Company''s auditors caused due to resignation of existing statutory auditors and they hold the office of statutory auditors until the conclusion of ensuing Annual General meeting of the Company.
The Audit Committee and the Board of Directors recommends the re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditors for a further term of five years and suitable resolution for the same has been included in the AGM notice annexed. A certificate from the auditors has been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.
Secretarial Auditors
The Board had appointed Mr. Upendra Shukla, Company Secretary in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, your Company is not covered for Cost Audit. However from F.Y. 2018-19, maintenance of prescribed Cost records is applicable to your Company. The Company has initiated measures to ensure that the same are implemented.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports
There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports, requiring explanation or comments by the Board.
19. Acknowledgements
The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the Shareholders, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts.
|
On behalf of the Board |
|
|
H S ZAVERI |
|
|
Chairman |
|
|
Mumbai: May 17, 2018 |
Annexure I Annual Report on Corporate Social Responsibility (CSR) Activities
[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]
|
Sr. No. |
Particulars |
Remark |
|
1 |
A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs |
Promotion of education, Employment enhancing vocational skills. Promoting social business projects, Contribution to funds set up by Central/State Government''s for social economic development and relief. |
|
2 |
The Composition of the CSR Committee. |
1) Ms. H S Zaveri - Chairman, (NE/NID) 2) Mr. J D Diwan - Member (NE/ID) 3) Mr. S C Rangani - Member (NE/NID) 4) Mr. Vivek Sahai - Member (NE/ID)* |
|
3 |
Average net profit of the company for last three financial years |
Rs. 844.92 lakhs |
|
4 |
Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) |
Rs. 16.90 lakhs |
|
5 |
Details of CSR spent during the financial year. (a) Total amount to be spent for the financial year; |
Rs.16.90 lakhs (includes Rs. 0.75 lakhs committed to NSDL -(''Vidyasaarathi'' (VSS) for launching scholarship scheme on VSS portal.) |
|
(b) Amount unspent, if any; |
Nil |
|
|
(c) Manner in which the amount spent during the financial year is detailed below |
* Mr. Vivek Sahai co-opted as member of CSR Committee w.e.f. 6th February, 2018
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
|
Sr. No. |
CSR project or activity identified |
Sector in which the project is covered |
Projects or programs (1) Local Area or other (2) Specify the state and district where projects or programs was undertaken |
Amount outlay (budget) project or programs wise |
Amount spent on the projects or programs Sub -heads: (1) Direct expenditure on projects or programs (2) Overheads |
Cumulative expenditure upto to the reporting period |
Amount spent: Direct or through implementing agency* |
|
1 |
Sankalp - A pledge to change |
Provides free education to underprivileged children in slums & villages, free medical camps. |
The Co''s plant is located in Ranchi, Jharkhand and the CSR project programs were conducted in Dhanbad, Jharkhand |
Rs 7.50 lakhs |
Rs 7.50 lakhs |
Rs.7.50 lakhs |
Sankalp - A pledge to change |
|
2 |
TISS (Tata Institute of Social Sciences) |
Provides education finance in the country through an online platform. |
The Co''s plant is located in Ranchi, Jharkhand and the CSR project programs were conducted in Jharkhand |
Rs. 5.75 lakhs |
Rs.5.75 lakhs |
Rs.5.75 lakhs |
Through Vidyasaarathi-NSDL-Committed fees Rs. 0.75 lakhs |
|
3 |
Indian Cancer Society - Rise Against Cancer |
Creating Awareness, Detection, Cure and Survivorship of those affected with Cancer. |
Social business activity all over India |
Rs.3.65 lakhs |
Rs.3.65 lakhs |
Rs.3.65 lakhs |
Indian Cancer Society - Direct |
|
Total |
Rs. 16.90 lakhs |
Rs. 16.90 lakhs |
Rs. 16.90 lakhs |
*Give details of implementing agency
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Not Applicable
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company
|
SD/- |
SD/- |
Not Applicable |
|
Mr. S C Rangani (Director) |
Ms. H S Zaveri (Chairman CSR Committee) |
[Person specified under clause (d) of sub-section (1) of section 380 of the Act] (wherever applicable) |
Annexure II Form No. MGT-9
EXTRACT OF ANNUAL RETURN As on 31/03/2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN : L99999MH1979PLC134191
ii) Registration Date : 05/03/1979
iii) Name of the Company: SNL BEARINGS LIMITED
iv) Category / Sub-Category of the Company : Company limited by shares / Indian Non -Government Company.
v) Address of the Registered office and contact details :
Dhannur, 15, Sir P. M. Road, Fort, Mumbai 400 001, Maharashtra
Email i.d. : kamlesh.Sondigala@snlbearings.in
Web address : www.snlbearings.in
Telephone No. : 022-22663698
Fax No. : 022-22660412
vi) Whether listed company Yes / No: Yes vii) Name, Address and Contact details of Registrar and Transfer Agent, if any
Mr. Devanand Dalvi
M/s. Universal Capital Securities Pvt. Ltd.,
21 Shakil Niwas, Opp. Satya Saibaba Temple,
Mahakali Caves, Andheri (East),
Mumbai 400 093
Maharashtra
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :
All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-
|
Sr. No. |
Name and Description of main products/ services |
NIC Code of the Product/ service |
% to total turnover of the Company |
|
1. |
Bushes and Cages |
2913 |
98% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :
|
Sr. No. |
Name and Address of the Company |
CIN/GLN |
Holding/ Subsidiary/ Associate |
% of shares held |
Applicable Section |
|
1 |
NRB BEARINGS LTD |
L29130MH1965PLC013251 |
Holding |
73.45 |
2(46) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :
i) Category-wise Share Holding
|
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
|
A. Promoters |
|||||||||
|
(1) Indian |
|||||||||
|
a) Individual/HUF |
33911 |
- |
33911 |
0.94 |
34011 |
- |
34011 |
0.94 |
- |
|
b) Central Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
c) State Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
d) Bodies Corp. |
2652762 |
- |
2652762 |
73.45 |
2652762 |
- |
2652762 |
73.45 |
- |
|
e) Banks/ FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
f) Any other.. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Sub-total (A) (1) |
2686673 |
- |
2686673 |
74.39 |
2686773 |
- |
2686773 |
74.39 |
- |
|
(2) Foreign |
|||||||||
|
a) NRIs -Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
b) Other -Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
c) Bodies Corp. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
d) Banks/ FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
e) Any Other ... |
- |
- |
â |
- |
â |
- |
- |
- |
- |
|
Sub-total (A) (2) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Total Shareholding of Promoters (A) = (A)(1) (A)(2) |
2686673 |
- |
2686673 |
74.39 |
2686773 |
- |
2686773 |
74.39 |
- |
|
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
|
B. Public Shareholding |
|||||||||
|
(1) Institutions |
|||||||||
|
a) Mutual Funds |
- |
- |
- |
- |
- |
-- |
- |
- |
- |
|
b) Banks/ FI |
0 |
50 |
50 |
0.00 |
0 |
50 |
50 |
0.00 |
0.00 |
|
c) Central Govt. |
- |
-- |
- |
- |
- |
- |
- |
- |
- |
|
d) State Govt. |
- |
- |
- |
- |
-- |
- |
- |
- |
- |
|
e) Venture Capital Funds |
- |
- |
- |
- |
- |
- |
- |
-- |
- |
|
f) Insurance Companies |
-- |
- |
- |
- |
- |
- |
- |
- |
- |
|
g) FIIs |
- |
- |
- |
-- |
22521 |
50 |
22521 |
0.62 |
0.62 |
|
h) Foreign Venture Capital Funds |
- |
- |
- |
-- |
- |
- |
- |
- |
- |
|
i) Others (Specify) |
- |
- |
- |
- |
- |
- |
-- |
- |
- |
|
Sub-total (B) (1) |
0 |
50 |
50 |
0.00 |
22521 |
50 |
22571 |
0.62 |
0.62 |
|
(2) Non-Institutions |
|||||||||
|
a) Bodies Corporate |
|||||||||
|
i) Indian |
53035 |
2975 |
56010 |
1.55 |
46895 |
2975 |
49870 |
1.38 |
(0.17) |
|
ii) Overseas |
- |
- |
-- |
- |
- |
- |
- |
- |
- |
|
b) Individuals |
|||||||||
|
i) Individual Shareholders holding nominal sharecapital upto Rs.1 Lakh |
484865 |
138543 |
623408 |
17.26 |
520740 |
134394 |
655134 |
18.14 |
0.88 |
|
ii) Individual Shareholders holding nominal sharecapital in excess of Rs. 1 Lakh |
211845 |
211845 |
5.87 |
113535 |
113535 |
3.14 |
(2.72) |
||
|
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% Change during the year |
||||||
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
|
c) Any Other |
|||||||||
|
i) NRI''s/ OCBs |
21817 |
600 |
22417 |
0.62 |
26253 |
600 |
26853 |
0.74 |
0.12 |
|
ii) Clearing Members |
11137 |
-- |
11137 |
0.31 |
8744 |
-- |
8744 |
0.24 |
(0.07) |
|
iii) LLP/ Partnership firm |
â |
-- |
â |
0.00 |
8770 |
~ |
8770 |
0.24 |
0.24 |
|
iv) HUF |
- |
- |
- |
0.00 |
39290 |
- |
39290 |
1.09 |
1.09 |
|
Sub-total (B) (2) |
782699 |
142118 |
924817 |
25.61 |
764227 |
137969 |
902196 |
24.98 |
(0.63) |
|
Total Public Shareholding (B) = (B)(1) (B) (2) |
782699 |
142168 |
924867 |
25.61 |
786748 |
138019 |
924767 |
25.61 |
0.00 |
|
C. Shares held by Custodian for GDRs & ADRs |
|||||||||
|
Grand Total (A B C) |
3469372 |
142168 |
3611540 |
100.00 |
3473521 |
138019 |
3611540 |
100.00 |
0.00 |
(ii) Shareholding of Promoters
|
Shareholding at the beginning of the year |
Share holding at the end of the year |
|||||||
|
Sr. No. |
Shareholder''s Name |
No of Shares |
% of total Shares of the Company |
% of Shares Pledged/ encumbered to total shares |
No. of Shares |
% of total Shares of the Company |
% of Shares Pledged/ encumbered to total shares |
% change in |
|
1 |
Ms. Harshbeena S. Zaveri |
33911 |
0.94 |
0 |
34011 |
0.94 |
0 |
0 |
|
2 |
NRB Bearings Ltd. |
2652762 |
73.45 |
0 |
2652762 |
73.45 |
0 |
0 |
|
Total |
2686673 |
74.39 |
0 |
2686773 |
74.39 |
0 |
0 |
|
(iii) Change in Promoters'' Shareholding (Please Specify, if there is no change)
|
Sr. No. |
Shareholder''s Name |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
|
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
||
|
1. |
Ms. Harshbeena S. Zaveri |
||||
|
At the beginning of the Year |
33911 |
0.94 |
|||
|
16/06/2017 Purchase |
100 |
0.00 |
34011 |
0.94 |
|
|
At the End of the year |
34011 |
0.94 |
|||
|
2. |
NRB Bearings Limited |
||||
|
At the beginning of the Year |
2652762 |
73.45 |
|||
|
Date wise increase/ decrease |
Nil |
Nil |
|||
|
At the End of the Year |
2652762 |
73.45 |
|||
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :
|
Sr. No. |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|||
|
Shareholder''s Name |
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
|
|
1 |
Mustafa Mazahir Khedwala |
||||
|
At the beginning of the year |
44000 |
1.22 |
|||
|
26/05/2017 Purchase |
4200 |
0.12 |
48200 |
1.33 |
|
|
02/06/2017 Purchase |
1004 |
0.03 |
49204 |
1.36 |
|
|
09/06/2017 Purchase |
771 |
0.02 |
49975 |
1.38 |
|
|
16/06/2017 Purchase |
25 |
0.00 |
50000 |
1.38 |
|
|
18/08/2017 Purchase |
600 |
0.02 |
50600 |
1.40 |
|
|
25/08/2017 Purchase |
100 |
0.00 |
50700 |
1.40 |
|
|
08/09/2017 Purchase |
1000 |
0.03 |
51700 |
1.43 |
|
|
15/09/2017 Purchase |
1750 |
0.05 |
53450 |
1.48 |
|
|
22/12/2017 Purchase |
1 |
0.00 |
53451 |
1.48 |
|
|
At the end of the year |
53451 |
1.48 |
|||
|
2 |
Anil Kumar Bajaj |
||||
|
At the beginning of the year |
24000 |
0.66 |
|||
|
15/12/2017 Sell |
-500 |
-0.01 |
23500 |
0.65 |
|
|
At the end of the year |
23500 |
0.65 |
|||
|
3 |
Rimo Capital Fund LP |
||||
|
At the beginning of the year |
0 |
0.00 |
|||
|
03/11/2017 Purchase |
2500 |
0.07 |
2500 |
0.07 |
|
|
10/11/2017 Purchase |
9750 |
0.27 |
12250 |
0.34 |
|
|
17/11/2017 Purchase |
1430 |
0.04 |
13680 |
0.38 |
|
|
01/12/2017 Purchase |
2341 |
0.06 |
16021 |
0.44 |
|
|
08/12/2017 Purchase |
4950 |
0.14 |
20971 |
0.58 |
|
|
30/12/2017 Purchase |
900 |
0.02 |
21871 |
0.61 |
|
|
23/02/2018 Purchase |
600 |
0.02 |
22521 |
0.62 |
|
|
At the end of the year |
22521 |
0.62 |
|||
|
4 |
Sana Ayub Khan |
||||
|
At the beginning of the year |
17500 |
0.48 |
|||
|
28/07/2017 Sell |
-1500 |
-0.04 |
16000 |
0.44 |
|
|
18/08/2017 Purchase |
850 |
0.02 |
16850 |
0.47 |
|
|
08/09/2017 Purchase |
150 |
0.00 |
17000 |
0.47 |
|
|
15/09/2017 Purchase |
750 |
0.02 |
17750 |
0.49 |
|
|
30/09/2017 Purchase |
333 |
0.01 |
18083 |
0.50 |
|
|
09/03/2017 Purchase |
1 |
0.00 |
18084 |
0.50 |
|
|
At the end of the year |
18084 |
0.50 |
|||
|
Sr. No. |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|||
|
Shareholder''s Name |
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
|
|
5 |
Saharsh Yarn Pvt. Ltd. |
||||
|
At the beginning of the year |
20400 |
0.56 |
|||
|
28/07/2017 Sell |
-5000 |
-0.14 |
15400 |
0.43 |
|
|
08/12/2017 Sell |
-400 |
-0.01 |
15000 |
0.42 |
|
|
At the end of the year |
15000 |
0.42 |
|||
|
6 |
Safir Anand |
||||
|
At the beginning of the year |
15976 |
0.44 |
|||
|
21/04/2017 Sell |
-976 |
-0.03 |
|||
|
At the end of the year |
15000 |
0.42 |
|||
|
7 |
Mazahir Husaini Khedwala |
||||
|
At the beginning of the year |
12500 |
0.35 |
|||
|
26/05/2017 Purchase |
500 |
0.01 |
13000 |
0.36 |
|
|
08/09/2017 Purchase |
500 |
0.01 |
13500 |
0.37 |
|
|
15/09/2017 Purchase |
500 |
0.01 |
14000 |
0.39 |
|
|
30/09/2017 Purchase |
1000 |
0.03 |
15000 |
0.42 |
|
|
At the end of the year |
15000 |
0.42 |
|||
|
8 |
Rashida Mazahir Khedwala |
||||
|
At the beginning of the year |
10500 |
0.29 |
|||
|
26.05.2017 Purchase |
1100 |
0.03 |
11600 |
0.32 |
|
|
28.07.2017 Sell |
-600 |
-0.02 |
11000 |
0.30 |
|
|
08.09.2017 Purchase |
500 |
0.01 |
11500 |
0.32 |
|
|
30.09.2017 Purchase |
500 |
0.01 |
12000 |
0.33 |
|
|
At the end of the year |
12000 |
0.33 |
|||
|
9 |
Shashi Gupta |
||||
|
At the beginning of the year |
0 |
0.00 |
|||
|
05.05.2017 Purchase |
100 |
0.00 |
100 |
0.00 |
|
|
12.05.2017 Purchase |
5000 |
0.14 |
5100 |
0.14 |
|
|
09.06.2017 Purchase |
1600 |
0.04 |
6700 |
0.19 |
|
|
07.07.2017 Purchase |
3750 |
0.10 |
10450 |
0.29 |
|
|
23.03.2018 Sell |
-450 |
-0.01 |
10000 |
0.28 |
|
|
At the end of the year |
10000 |
0.28 |
|||
|
10 |
Sriniwas Seshadri |
||||
|
At the beginning of the year |
9955 |
0.28 |
|||
|
02.06.2017 Purchase |
45 |
0.00 |
10000 |
0.28 |
|
|
At the end of the year |
10000 |
0.28 |
|||
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||||
|
No.
|
Shareholder''s Name
|
No. of Shares
|
% of total Shares of the Company |
No. of Shares
|
% of total Shares of the Company |
|
11 |
Lalit Kumar Poddar |
||||
|
At the beginning of the year |
10500 |
0.29 |
|||
|
09/06/2017 Sell |
-500 |
-0.01 |
10000 |
0.28 |
|
|
16/06/2017 Sell |
-350 |
-0.01 |
9650 |
0.27 |
|
|
21/07/2017 Sell |
-350 |
-0.01 |
9300 |
0.26 |
|
|
11/08/2017 Sell |
-3616 |
-0.10 |
5684 |
0.16 |
|
|
25/08/2017 Purchase |
693 |
0.02 |
6377 |
0.18 |
|
|
08/12/2017 Sell |
-500 |
-0.01 |
5877 |
0.16 |
|
|
22/12/2017 Sell |
-750 |
-0.02 |
5127 |
0.14 |
|
|
09/02/2017 Sell |
-560 |
-0.02 |
4567 |
0.13 |
|
|
At the end of the year |
4567 |
0.13 |
|||
|
12 |
Ritu Garg |
||||
|
At the beginning of the year |
19250 |
0.53 |
|||
|
14/04/2017 Sell |
-1750 |
-0.05 |
17500 |
0.48 |
|
|
26/05/2017 Sell |
-1000 |
-0.03 |
16500 |
0.46 |
|
|
02/06/2017 Sell |
-100 |
0.00 |
16400 |
0.45 |
|
|
16/06/2017 Sell |
-4400 |
-0.12 |
12000 |
0.33 |
|
|
23/06/2017 Sell |
-1513 |
-0.04 |
10487 |
0.29 |
|
|
30/06/2017 Sell |
-487 |
-0.01 |
10000 |
0.28 |
|
|
07/07/2017 Sell |
-15000 |
-0.04 |
8500 |
0.24 |
|
|
14/04/2017 Sell |
-7500 |
-0.21 |
1000 |
0.03 |
|
|
21/07/2017 Sell |
-1000 |
0.03 |
0 |
0.00 |
|
|
At the end of the year |
0 |
0.00 |
|||
|
13 |
Keshav Garg |
||||
|
At the beginning of the year |
18775 |
0.52 |
|||
|
14/04/2017 Sell |
-1500 |
-0.04 |
17275 |
0.48 |
|
|
21/04/2017 Sell |
-2301 |
-0.06 |
14974 |
0.41 |
|
|
26/05/2017 Sell |
-896 |
-0.02 |
14078 |
0.39 |
|
|
23/06/2017 Sell |
-729 |
-0.02 |
13349 |
0.37 |
|
|
30/06/2017 Sell |
-703 |
-0.02 |
12646 |
0.35 |
|
|
07/07/2017 Sell |
-146 |
0.00 |
12500 |
0.35 |
|
|
14/07/2017 Sell |
-500 |
-0.01 |
12000 |
0.33 |
|
|
17/11/2017 Sell |
-206 |
-0.01 |
11794 |
0.33 |
|
|
24/11/2017 Sell |
-850 |
-0.02 |
10944 |
0.30 |
|
|
01/12/2017 Sell |
-1392 |
-0.04 |
9552 |
0.26 |
|
|
08/12/2017 Sell |
-9551 |
-0.26 |
1 |
0.00 |
|
|
At the end of the year |
1 |
0.00 |
|||
|
Sr. No. |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|||
|
Shareholder''s Name |
No. of Shares |
% of total Shares of the |
No. of Shares |
% of total Shares |
|
|
Company |
of the Company |
||||
|
14 |
Rajiv Garg |
||||
|
At the beginning of the year |
16250 |
0.45 |
|||
|
26/05/2017 Sell |
-4000 |
-0.11 |
12250 |
0.34 |
|
|
09/06/2017 Sell |
-349 |
-0.01 |
11901 |
0.33 |
|
|
16/06/2017 Sell |
-901 |
-0.02 |
11000 |
0.30 |
|
|
23/06/2017 Sell |
-1000 |
-0.03 |
10000 |
0.28 |
|
|
07/07/2017 Sell |
-2168 |
-0.06 |
7832 |
0.22 |
|
|
14/07/2017 Sell |
-832 |
-0.02 |
7000 |
0.19 |
|
|
21/07/2017 Sell |
-4000 |
-0.11 |
3000 |
0.08 |
|
|
28/07/2017 Sell |
-3000 |
-0.08 |
0 |
0.00 |
|
|
At the end of the year |
0 |
0.00 |
|||
|
15 |
Kirit R Mehta |
||||
|
At the beginning of the year |
12253 |
0.34 |
|||
|
23.06.2017 Sell |
-53 |
0.00 |
12200 |
0.34 |
|
|
30.06.2017 Sell |
-324 |
-0.01 |
11876 |
0.33 |
|
|
07.07.2017 Sell |
-11876 |
-0.33 |
0 |
0.00 |
|
|
At the end of the year |
0 |
0.00 |
|||
(v) Shareholding of Directors and Key Managerial Personnel :
|
Sr. No. |
Shareholder''s Name |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
|
Director |
No. of Shares |
% of total Shares of the Company |
No. of Shares |
% of total Shares of the Company |
|
|
1 |
Ms. Harshbeena S. Zaveri |
||||
|
At the beginning of the year |
33911 |
0.94 |
|||
|
16/06/2017 Purchase |
100 |
0.00 |
34011 |
0.94 |
|
|
At the End of the year |
34011 |
0.94 |
|||
|
2 |
Mr. S C Rangani |
||||
|
At the beginning of the year |
250 |
0.007 |
|||
|
Date wise increase/ decrease |
Nil |
Nil |
250 |
0.007 |
|
|
At the End of the year |
250 |
0.007 |
|||
|
3 |
Mr. J S Maini (Resigned w.e.f. 22nd January, 2018) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
4 |
Mr. J D Diwan |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
5 |
Mr. Vivek Sahai (Appointed w.e.f. 8th November, 2017) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
Key Managerial Personnel |
|||||
|
6 |
Mr. Bankim Purohit (Resigned w.e.f. 30th November, 2017) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
7 |
Mr. Kamlesh Sondigala (Appointed w.e.f. 1st December, 2017) |
||||
|
At the beginning of the year |
Nil |
Nil |
Nil |
Nil |
|
|
At the End of the year |
Nil |
Nil |
Nil |
Nil |
|
|
8 |
Mr. KKP Sinha |
||||
|
At the beginning of the year |
50 |
0.00 |
|||
|
At the End of the year |
50 |
0.00 |
|||
28
(vi) Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
|
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtness (Rs. in lakhs) |
|
|
Indebtedness at the beginning of the financial year |
||||
|
i) Principal Amount |
80.95 |
0 |
6.11 |
87.06 |
|
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
|
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
|
Total (i ii iii) |
80.95 |
0 |
6.11 |
87.06 |
|
Change in Indebtedness during the financial year |
||||
|
⢠Addition |
0 |
0 |
0 |
0 |
|
⢠Reduction |
62.33 |
0 |
2.20 |
64.43 |
|
Net Change |
(62.33) |
0 |
(2.20) |
(64.43) |
|
Indebtedness at the end of the financial year |
||||
|
i) Principal Amount |
18.72 |
0 |
3.91 |
22.63 |
|
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
|
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
|
Total (i ii iii) |
18.72 |
0 |
3.91 |
22.63 |
* Security Deposits received from Customers.
(vii) Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
|
Sr. No. |
Particulars of Remuneration |
Name of Non-Executive/ Non-independent Directors (Rs in lakhs) |
Total Amount (Rs in lakhs) |
|
|
Ms. H.S. Zaveri |
Mr. S.C. Rangani |
|||
|
1. |
Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
- |
- |
- |
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
â |
â |
â |
|
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- |
~ |
||
|
2. |
Stock Option |
- |
- |
- |
|
3. |
Sweat Equity |
- |
- |
- |
|
4. |
Commission as % of profit _ others, specify... |
2.00 |
2.00 |
4.00 |
|
5. |
Others, please specify Sitting Fees (p.a.) |
1.47 |
0.85 |
2.32 |
|
Total (A) |
3.47 |
2.85 |
6.32 |
|
B. Remuneration to Other Directors
|
Sr. No. |
Particulars of Remuneration |
Name of Directors (Rs. in lakhs) |
Total Amount (Rs. in lakhs) |
||
|
Mr. J. S. Maini (Resigned w.e.f 22.01.2018) |
Mr. J. D. Diwan |
Mr. Vivek Sahai (Appointed w.e.f. 8.11.2017) |
|||
|
3. Independent Directors |
|||||
|
⢠Fee for attending board / |
0.75 |
1.47 |
0.35 |
2.57 |
|
|
committee meetings |
2.00 |
2.00 |
â |
4.00 |
|
|
⢠Commission |
.. |
.. |
.. |
.. |
|
|
⢠Others, please specify |
|||||
|
Total (1) |
2.75 |
3.47 |
0.35 |
6.57 |
|
|
4. Other Non-Executive Directors |
â |
â |
â |
â |
|
|
⢠Fee for attending board / committee meetings |
|||||
|
⢠Commission |
|||||
|
⢠Others, please specify |
|||||
|
Total (2) |
- |
-- |
-- |
||
|
Total (B)=(l 2) |
2.75 |
3.47 |
0.35 |
6.57 |
|
|
Total Managerial Remuneration (A B) |
6.22 |
6.32 |
0.35 |
12.89 |
|
|
Overall Ceiling as per the Act |
â |
â |
â |
25.22 |
|
C. Remuneration to Key Managerial Personnel Other Than Managing Director, Whole-time Directors and/or Manager:
|
Sr. No. |
Name of Company Secretary |
Name of Manager |
Total Amount (Rs. in lakhs) |
||
|
Particulars of Remuneration |
Mr. Bankim Purohit (resigned w.e.f. 30.11.2017) |
Mr. Kamlesh Sondigala (appointed w.e.f. 01.12.2017) |
Mr. K K P Sinha |
||
|
1. |
Gross salary |
6.29 |
1.93 |
24.67 |
32.89 |
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
|||||
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
|||||
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
|||||
|
2. |
Stock Option |
- |
- |
- |
- |
|
3. |
Sweat Equity |
- |
- |
- |
- |
|
4. |
Commission |
â |
â |
â |
â |
|
_ as % of profit _ others, specify... |
|||||
|
5. |
Others, please specify |
- |
- |
- |
- |
|
Total (A) |
6.29 |
1.93 |
24.67 |
32.89 |
|
(viii) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
|
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty/ Punishment/ Compounding fees imposed |
Authority [RD/ NCLT/ Court] |
Appeal made, if any (give details) |
|
Penalty |
- |
- |
- |
- |
- |
|
Punishment |
- |
- |
- |
- |
- |
|
Compounding |
- |
- |
- |
- |
- |
|
Other Officers in Default |
|||||
|
Penalty |
- |
- |
- |
- |
- |
|
Punishment |
- |
- |
- |
- |
- |
|
Compounding |
- |
-- |
- |
- |
- |
Annexure III Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm''s length basis: Not Applicable
|
(a) |
Name(s) of the related party and nature of relationship: |
N.A. |
|
(b) |
Nature of contracts/arrangements/transactions: |
N.A. |
|
(c) |
Duration of the contracts / arrangements/transactions: |
N.A. |
|
(d) |
Salient terms of the contracts or arrangements or transactions |
|
|
including the value, if any: |
N.A. |
|
|
(e) |
Justification for entering into such contracts or arrangements or |
|
|
transactions: |
N.A. |
|
|
(0 |
date(s) of approval by the Board: |
N.A. |
|
(g) |
Amount paid as advances, if any: |
N.A. |
|
(h) |
Date on which the special resolution was passed in general meeting as |
|
|
required under first proviso to section 188: |
N.A. |
2. Details of material contracts or arrangement or transactions at arm''s length basis (a) Name(s) of the related party and nature of relationship:
|
i) NRB Bearings Limited |
Holding Company |
|
ii) NRB Bearings (Thailand) Limited - |
Fellow Subsidiary |
|
iii) NRB Industrial Bearings Limited - |
Associate Company |
(b) Nature of contracts/arrangements/transactions:
|
i) |
NRB Bearings Limited |
Sale of Finished Goods; |
|
Purchase of Raw Materials; |
||
|
Reimbursement of expeness |
||
|
on behalf of the Company |
||
|
ii) |
NRB Bearings (Thailand) Limited - |
Sale of Finished Goods; |
|
Sales Commission; |
||
|
iii) |
NRB Industrial Bearings Limited - |
Sale of Finished Goods |
(c) Duration of the contracts / arrangements/transactions:
Ongoing Related Party Transactions.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
1) Salient terms of Contract/ arrangements/ transaction:
As mentioned below:
|
Sr. No. |
Name of the Related Parties |
Nature of Contract/ arrangements/ transactions |
Salient Terms of Contract/ arrangements/ transactions |
|
1 |
NRB Bearings Limited |
Sale/ Purchase of Goods |
As per Purchase Orders placed for their requirements of Raw Materials, Components and Finished Products. |
|
2. |
NRB Bearings (Thailand) Limited |
Sale of Finished Goods |
As per Purchase Orders placed for their requirements of Components and/or Finished Products. |
|
3. |
NRB Industrial Bearings Limited |
Sale of Finished Goods |
As per Purchase Orders placed for their requirements of Components and/or Finished Products. |
2) Value of the transactions with the related parties:
|
As mentioned below: |
(Rs. in lakhs) |
||
|
i) |
NRB Bearings Limited |
Sale of Finished Goods |
1930.67 |
|
Purchases of Raw Materials |
52.48 |
||
|
Reimbursement of expenes on behalf of the Company |
6.72 |
||
|
ii) |
NRB Bearings (Thailand) Limited |
Sale of Finished Goods |
33.19 |
|
Sales Commission |
Nil |
||
|
iii) |
NRB Industrial Bearings Limited |
Sale of Finished Goods |
1.73 |
|
(e) |
Date(s) of approval by the Board, if any: |
i) 25th May, 2017 |
|
ii) 21st July, 2017 |
||
|
iii) 8th November, 2017 |
||
|
iv) 6th February, 2018 |
||
|
(0 |
Amount paid as advances, if any: |
Not Applicable |
|
For and on behalf of the Board of Directors |
|
|
SNL Bearings Limited |
|
|
H S Zaveri |
|
|
Director |
|
|
Dated: May 17, 2018 |
Annexure IV
Disclosure of Remuneration under Section 197 (12) of Companies Act, 2013 and Rule 5(1) of the Companies (Appointment And Remuneration) Rules, 2014.
A. STATEMENT SHOWING DETAILS OF MEDIAN REMUNERATION OF THE DIRECTOR/ KMP OF THE COMPANY:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18;
|
Name of Directors |
Remuneration (Rs. In lakhs) |
Median Remuneration (Rs. In lakhs) |
Ratio |
|
Ms. H S Zaveri, * Non-Executive, Non-independent Director |
Nil |
N.A. |
N.A. |
|
Mr. S C Rangani, * Non-Executive, Non-independent Director |
Nil |
N.A. |
N.A. |
|
Mr. J S Maini * Non-Executive, Independent Director |
Nil |
N.A. |
N.A. |
|
Mr. J D Diwan* Non-Executive, Independent Director |
Nil |
N.A. |
N.A. |
|
Mr. Vivek Sahai* Non-Executive, Independent Director |
Nil |
N.A. |
N.A. |
* No remuneration is paid except Sitting fees and Commission.
b. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18;
|
Name of Directors |
Percentage increase in remuneration in the Financial year. |
|
Ms. H S Zaveri, Non-Executive, Non-independent Director |
Nil |
|
Mr. S C Rangani, Non-Executive, Non-independent Director |
Nil |
|
Mr. J S Maini* Non-Executive, Independent Director |
Nil |
|
Mr. J D Diwan Non-Executive, Independent Director |
Nil |
|
Mr. Vivek Sahai** Non-Executive, Independent Director |
Nil |
|
Mr. Bankim Purohit, Company Secretary*** |
12% |
|
Mr. Kamlesh Sondigala, Company Secretary**** |
NA |
|
Mr. KKP Sinha, General Manager |
8% |
* Mr. J S Maini resigned from the Board w.e.f. 22nd January, 2018
** Mr. Vivek Sahai has been appointed w.e.f. 8th November, 2017
*** Mr. Bankim Purohit resigned from the post of Company Secretary w.e.f. 30th November, 2017
**** Mr. Kamlesh Sondigala appointed as Company Secretary w.e.f. 1st December, 2017
c. The percentage increase in the median remuneration of employees in the financial year;
The median remuneration of employees of the Company was increased by 2% during the Financial year 2017-18. (from Rs. 3.68 lakhs to Rs. 3.74 lakhs p.a.).
d. the Company has 164 number of permanent employees on the rolls of company as on 31 March, 2018;
e. Average percentile increase already made in the salaries of employees other than the managerial personnel and its comparison with the percentile increase in the managerial remuneration and justification thereof.
Average percentile increase in the salaries of employees other than Managerial Personnel is 6% while increase in the Managerial Remuneration is 10%. Average increase in the remuneration of the employees other than the Managerial Personnel and that of the Managerial Personnel is in line with the industry practice and is within the normal range.
f. The remuneration is as per the remuneration policy of the company.
|
For and on behalf of the Board of Directors |
|
|
SNL Bearings Limited |
|
|
H S Zaveri |
|
|
Director |
|
|
Dated: May 17, 2018 |
Annexure V
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014] To,
The Members, SNL Bearings Limited,
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SNL Bearings Limited (hereinafter called ''the Company''). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the SNL Bearings Limited for the financial year ended on 31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowing - not applicable since the Company does not have any FDI, ODI or ECB;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act) :-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. I report that during the year under review there was no action/event in pursuance of -
a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
b) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998; and
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Issue and Listing of Debts Securities) Regulations, 2008;
e) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and/or SEBI (Share Based Employee Benefits) Regulations, 2014.
f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client.
(vi) The Acts / Guidelines specifically applicable to the Company: The management has confirmed that there is no specific law as identified and applicable to the Company.
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of the Company Secretaries of India; and
b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
I report that during the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above.
I further report that -
⢠The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.
⢠Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed proposal on agenda were sent in advance duly complying with the time limits specified and a system exits for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
⢠As per the minutes of the meeting duly recorded and signed by the chairperson, the decisions of the Board were unanimous and no dissenting views have been recorded.
I further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit and also on the review of quarterly compliance reports by respective department heads / Company Secretary, which are reviewed by the Director and taken on record by the Board of Directors of the Company, in my opinion adequate systems and processes and control mechanism exists commensurate with the size and operation of the Company to monitor and ensure compliance with applicable general laws, rules, regulations and guidelines.
I further report that the compliance by the Company of applicable financial laws like direct and indirect tax laws has not been reviewed in this audit since the same has been subject to review by statutory financial audit and other designated professionals.
I further report that during the audit period there was no specific event/action in pursuance to the above referred laws, rules, regulations, standard and guidelines, etc. referred to above, having major bearing on the Company''s affairs.
|
Place: Mumbai |
|
|
Date : 17/05/2018 |
(U.C. SHUKLA) |
|
COMPANY SECRETARY |
|
|
FCS: 2727/CP: 1654 |
Mar 31, 2018
Dear Members,
The Directors are pleased to present the 47th Annual Report for the year ended March 31, 2018.
Financial Results
(Rs. in Crores)
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from operations |
4,677.93 |
4,197.82 |
|
Other income |
103.80 |
46.11 |
|
Total Income |
4,781.73 |
4,243.93 |
|
Profit Before Interest, Depreciation & Tax (PBIDT) |
888.72 |
867.58 |
|
Less: Interest & Finance Charge |
97.97 |
77.53 |
|
Gross Profit |
790.75 |
790.05 |
|
Less: Depreciation and amortisation charge |
278.11 |
241.98 |
|
Profit Before Tax (PBT) |
512.64 |
548.07 |
|
Less: Provision For Taxation including Deferred Tax Charge |
106.98 |
129.25 |
|
Profit After Taxation (PAT) |
405.66 |
418.82 |
|
Add: Profit Brought Forward |
2,276.88 |
1,941.40 |
|
Total |
2,682.54 |
2,360.22 |
Appropriation
(Rs. In Crores)
|
2017-18 |
2016-17 |
|
|
Interim dividend on Equity Shares |
68.90 |
68.90 |
|
Corporate Tax on Dividend |
14.03 |
14.03 |
|
Other comprehensive income arising from remeasurement of defined benefit obligation |
0.56 |
0.41 |
|
Amount transferred to Debenture Redemption Reserve |
75.00 |
- |
|
Profit carried to Balance Sheet |
2,524.05 |
2,276.88 |
Equity Dividend
During the year, your Company has paid two interim dividends of Rs.6 per share each aggregating to Rs.12 per share, amounting to Rs.82.93 Crores (inclusive of taxes). The Board of Directors of the Company has not recommended any final dividend.
Operations Review
Total revenue from operations of the Company on standalone basis increased by 11.44 per cent from Rs.4197.82 Crores in 2016-17 to Rs.4677.93 Crores in 2017-18 mainly due to increase in revenue from operations, the profit before interest, depreciation and tax (PBIDT) including âother incomeâ on a standalone basis increased from Rs.867.58 Crores in 2016-17 to Rs.888.72 Crores in 2017-18.
Profit before tax (PBT) on a standalone basis decreased by 6.46 per cent from Rs.548.07 Crores in 2016-17 to 512.64 Crores in 2017-18. After accounting for the provision for taxation of Rs.106.98 Crores, profit after tax (PAT) on a standalone basis decreased by 3.14 per cent from Rs.418.82 Crores in 2016-17 to Rs.405.66 Crores in 2017-18.
Management Discussion and Analysis
A detailed section of the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.
Business Responsibility Report
As stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 201718 and forms a part of the Boardâs Report. However, as a green initiative the Business Responsibility Report for 2017-18 has been hosted on the website of the company at http://www.srf.com/investor-relations/ investors.html#reports and shareholder who wants to obtain a physical copy of the same may send a request to the Company at its registered office.
Subsidiaries, Joint Ventures and Associate companies
As on March 31, 2018, your Company had 5 (five) wholly owned subsidiary companies whereby 1 (one) wholly owned subsidiary company is registered in India and remaining 4 (four) are registered outside India. 2 (two) of these are direct wholly owned subsidiaries and rest 3 (three) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2018 includes the profit and loss account for these 5 (five) wholly owned subsidiaries for the complete Financial Year ended March 31, 2018.
These subsidiaries are:-
1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 3 (three) step-down subsidiaries of the Company.
2. SRF Industries (Thailand) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of nylon tyre cord and packaging films.
3. SRF Flexipak (South Africa) (Pty) Ltd.(a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of packaging films.
4. SRF Industex Belting (Pty) Ltd. (a wholly owned subsidiary of SRF Global BV) is incorporated in South Africa and was engaged in the business of manufacture and distribution of belting fabrics which business was wound up during the year. This Company is exploring the possibility to enter into the business of trading in refrigerant gases in South Africa and other neighboring countries.
5. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.
The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No subsidiaries were divested during the year. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report at page no. 236. The Policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link: http://www.srf.com/pdf/2014%20 (10)%2028%20-%20Policy%20on%20material%20 subsidiary%20companies%20-%20v2%20-%20 Oct14.pdf
SRF Europe Kft has been incorporated in Hungary as a wholly owned subsidiary of SRF Global BV on 25th April 2018 to undertake the manufacture of packaging films in Hungary.
The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and of respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com.
Directors & Key Managerial Personnel
Dr Meenakshi Gopinath, (Director CSR) is retiring by rotation and being eligible, offers herself for re-appointment.
The Members of the Company at the 43rd Annual General Meeting held on August 4, 2014 had appointed Vinayak Chatterjee, Lakshminarayan Lakshman, Tejpreet Singh Chopra, Vellayan Subbiah and Pramod Bhasin as Independent Director(s) of the Company, whose terms are due to expire on March 31, 2019.
All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and rules applicable thereunder and as per the SEBI Regulations and are eligible for reappointment. They are also independent of the management.
The Board has recommended the proposal for reappointment of Vinayak Chatterjee, Lakshminarayan Lakshman, Tejpreet Singh Chopra, Vellayan Subbiah and Pramod Bhasin for approval of the shareholders through special resolution(s) for a further period of 5 years w.e.f. 01.04.2019 to 31.03.2024.
Brief resume of the Directors who are proposed to be re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and the Listing Regulations.
Sushil Kapoor, President & CEO (Technical Textiles Business), who has been appointed as a Key Managerial Personnel by the Board, retired on 30.09.2017. Sanjay Chatrath was appointed as President & CEO (Technical Textiles Business) and designated as a Key Managerial Personnel wef 01.10.2017.
During the year, Prashant Mehra , President & CEO (Packaging Film Business), who has been appointed as a Key Managerial Personnel, was redesignated as President & CEO (Packaging Films Business, Laminated Fabrics & Coated Fabrics) and Anurag Jain, President & CEO (Specialty Chemicals Business), who has been appointed as a Key Managerial Personnel, was redesignated as President & CEO (Specialty Chemicals Business & Chemicals Technology Group).
In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I.
In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, NonIndependent non- executive Director and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Regulations, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring companyâs governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://www.srf.com/ investor-relations/investors.html#governance
During the year 2017-18, five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 66 of this Annual Report.
Directorsâ Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armsâ length basis and in accordance with the Transfer Pricing Policy/basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions.
Your Directors draw attention of the members to Note 33 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilised by the recipient are provided in the standalone financial statement (Please refer to Note 39(d) of Additional Disclosures forming part of the standalone financial statement).
Corporate Social Responsibility (CSR)
As per the requirements of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility Committee comprising of Dr. Meenakshi Gopinath, Director (CSR) (Chairperson of the Committee), Kartik Bharat Ram, Deputy Managing Director and Lakshman Lakshminarayan, Independent Director as other members.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Companyâs website at the link http://www.srf.com/pdf/2015%20 (05)%2011%20-%20SRF%20-%20CSR%20Policy%20 -%20Board%20approved.pdf
The Company would also undertake other need- based initiatives in compliance with Schedule VII to the Act.
During the year, the Company has spent Rs.5.00 Crores on CSR activities. The amount of CSR obligation under the Companies Act, 2013 was Rs.9.56 Crores. Annual Report on CSR activities is annexed herewith as Annexure II.
Risk Management
Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entityâs objective.
The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.
Internal Financial Controls
The Company believes that Internal Control is a necessary concomitant of the principle of Governance. It remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee and the management that there is a structured system for:
- close and active supervision by the Audit Committee
- business planning and review of goals achieved
- evaluating & managing risks
- policies and procedures adopted for ensuring orderly Financial Reporting
- timely preparation of reliable Financial Information
- accuracy and completeness of the Accounting Records
- ensuring legal and regulatory compliance
- protecting companyâs assets
- prevention and detection of fraud and error
- validation of IT Security Controls
- Entity Level Controls
Interrelated control systems, covering all financial and operating functions, assure fulfilment of these objectives.
Significant features of these control systems include:
- the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.
- the risk assessment system that accounts for all likely threats to the achievement of the plans, and draws up contingency plans to mitigate them.
- the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.
The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes, both at the Corporate and the Business levels, continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.
Listing of Equity Shares
SRFâs equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.
SRF Limited Long term Share based Incentives Plan, 2018
During this year, the Board had approved SRF Limited Long Term Share Based Incentives Plan, 2018 (âthe Planâ) for grant of upto 3,00,000 equity shares and approached the shareholders for seeking their approval to the said Plan by way of special resolutions through postal ballot. The shareholders had accorded their approval through postal ballot on 26th March, 2018. Nomination and Remuneration Committee at its meeting held on 17th May, 2018 had recommended to the Board for issuance of 60,000 equity shares to the eligible employees as identified by the Committee and the Board had decided to issue the said equity shares to those employees under Part B-SRF ESPS 2018 of the Plan. The Company shall approach BSE Ltd. and The National Stock Exchange of India Ltd. seeking in principle approval for the listing of the shares to be issued under the Plan. The disclosures mandated by the applicable SEBI regulations and Companies Act, 2013 shall be made from time to time.
Dividend Distribution Policy In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at http://www.srf.com/pdf/Dividend%20 Distribution%20Policy%2011.11.16.pdf.
Corporate Governance
Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure III.
In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Managing Director and President, CFO & Company Secretary was placed before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.srf.com).
Consolidated Financial Statement
The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter to the Act.
Audit Committee
The Audit Committee comprises of Independent Directors namely Vinayak Chatterjee (Chairman of the Committee), Lakshman Lakshminarayan and Vellayan Subbiah as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Accounts and Audit
The term of appointment of M/s Deloitte Haskins & Sells, Chartered Accountants (Registration No. 015125N), Statutory Auditors will expire on the conclusion of forthcoming 47th Annual General Meeting.
It is proposed to appoint BSR & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) as Statutory Auditors for 5 years from the forthcoming annual general meeting till the conclusion of 52nd annual general meeting. Their appointment shall be as per the provisions of the Companies Act, 2013 and rules made thereunder. They have submitted their certificate to the effect that they fulfil the requirements of Section 141 of the Companies Act, 2013.
The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
Vigil Mechanism
In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the companyâs code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistle blower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Companyâs website at the link: http://www.srf. com/investor-relations/investors.html#governance
Cost Audit
Pursuant to the various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the relevant products audited by a cost auditor.
M/s. H. Tara & Co., Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2018-19 in respect of all the relevant product groups of Technical Textiles Business and Engineering Plastics Business of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2018-19 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.
M/s. H. Tara & Co., Cost Accountants, was nominated as the Companyâs Lead Cost Auditor.
The remuneration of the cost auditors for financial year 2018-19 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said products for the financial year 2016-17, conducted by M/s. H. Tara, Cost Accountants (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on 4th September, 2017. The due date for filing was 7th September 2017.
Secretarial Auditor
The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Personnel
In terms of the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure V.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directorsâ report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure VIII to this Report.
Industrial Relations
The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.
Secretarial Standards
Applicable Secretarial Standards, i.e. SS-1 SS-2 and SS-3, relating to âMeeting of the Board of Directorsâ, âGeneral Meetingsâ and Dividend respectively, have been duly followed by the Company.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Neither the Chairman, Managing/Deputy Managing Director nor Whole-time Director received any remuneration or commission from any of the Companyâs subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, one complaint was received and the same has been disposed off in accordance with the requirements of the Act.
Acknowledgements
Your Directors acknowledge with gratitude the cooperation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.
For and on Behalf of the Board
Arun Bharat Ram
Date: May 17, 2018 Chairman
Place: Gurugram (DIN - 00694766)
Mar 31, 2017
The Directors are pleased to present the 46th Annual Report for the year ended March 31, 2017.
Financial Results
(Rs, in crores)
|
Particulars |
2016-17 |
2015-16 |
|
Revenue from operations |
4,197.82 |
3,944.97 |
|
Other income |
46.11 |
36.99 |
|
Total Income |
4,243.93 |
3,981.96 |
|
Profit Before Interest, Depreciation & Tax (PBIDT) |
867.58 |
844.36 |
|
Less: Interest & Finance Charge |
77.53 |
95.43 |
|
Gross Profit |
790.05 |
748.93 |
|
Less: Depreciation and amortization charge |
241.98 |
233.11 |
|
Profit Before Tax (PBT) |
548.07 |
515.82 |
|
Less: Provision For Taxation including Deferred Tax Charge |
129.25 |
143.95 |
|
Profit After Taxation (PAT) |
418.82 |
371.87 |
|
Add: Profit Brought Forward |
1,941.40 |
1,690.72 |
|
Total Appropriation |
2,360.22 |
2,062.59 |
|
Interim dividend on Equity Shares |
68.90 |
57.42 |
|
Corporate Tax on Dividend |
14.03 |
11.70 |
|
Other comprehensive income arising from remeasurement of defined benefit obligation |
0.41 |
2.07 |
|
Amount transferred to Debenture Redemption Reserve |
- |
50.00 |
|
Profit carried to Balance Sheet |
2,276.88 |
1,941.40 |
Equity Dividend
During the year, your Company has paid two interim dividends of Rs, 6 per share each aggregating to Rs, 12 per share, amounting to Rs, 82.93 Crores (inclusive of taxes). The Board of Directors of the Company has not recommended any final dividend.
Operations Review
Total revenue from operations of the Company on standalone basis increased by 6.41 per cent from Rs, 3944.97 Crores in 2015-16 to Rs, 4197.82 Crores in 2016
17. Mainly due to increase in revenue from operations, the profit before interest, depreciation and tax (PBIDT) including âother incomeâ on a standalone basis increased from Rs, 844.36 Crores in 2015-16 to Rs, 867.58 Crores in 2016-17.
Profit before tax (PBT) on a standalone basis increased by 6.25 per cent from Rs, 515.82 crores in 2015-16 to Rs, 548.07 Crores in 2016-17. After accounting for the provision for taxation of Rs, 129.25 crores, profit after tax (PAT) on a standalone basis increased by 12.63 per cent from Rs, 371.87 crores in 2015-16 to Rs, 418.82 crores in 2016-17.
Management Discussion and Analysis
A detailed section of the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.
Business Responsibility Report
As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 2016-17 and forms a part of the Boardâs Report. How here, as a green initiative the Business Responsibility Report for 2016-17 has been hosted on the website of the company at http://www.srf.com/investor-relations/ investors.html#reports. Any shareholder who wants to obtain a physical copy of the same may send a request to the Company at is registered office.
Subsidiaries, Joint Ventures and Associate companies
During the year 2016-17, SRF Overseas Ltd.(SRFO), a wholly owned subsidiary of the Company, was wound up. It had a nylon timecard manufacturing facility in Dubai, UAE which was closed in 2013-14 due to sustained downturn in European markets and high fixed costs.
As on March 31, 2017, your Company had 5 (five) operating wholly owned subsidiary companies whereby
1 (one) wholly owned subsidiary company is registered in India and remaining 4 (four) are registered outside India.
2 (two) of these are direct wholly owned subsidiaries and rest 3 (three) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2017 includes the profit and loss account for these 5 (five) wholly owned subsidiaries for the complete Financial Year ended March 31, 2017 and for a part of the year for SRFO which was wound up during the year.
These subsidiaries are:-
1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 3 (three) step-down subsidiaries of the Company.
2. SRF Industries (Thaland) Ltd.(a step down wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of nylon tyre cord and packaging films.
3. SRF Flexipak (South Africa) (Pty) Ltd.(a step down wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of packaging films.
4. SRF Industex Belting (Pty) Ltd. (a step down wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of belting fabrics.
5. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.
The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No other subsidiaries were divested and no new subsidiaries were incorporated. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual
Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report. The Policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link: http://www.srf.com/pdf/2014%20(10)%2028%20 -%20Policy%20on%20material%20subsidiary%20 companies%20-%20v2%20-%20Oct14.pdf.
The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com.
Directors & Key Managerial Personnel
Your Directors are seeking re-appointment of Mr. Arun Bharat Ram as Chairman with executive powers for a fresh term of 5 years effective from June 15, 2018.
Being a Director lible to retire by rotation, Mr. Arun Bharat Ram is also retiring at the forthcoming annual general meeting and being eligible offers himself for re-election.
Mr. Arun Bharat Ram, Chairman is a relative of Mr. Ashish Bharat Ram, Managing Director and Mr. Kartik Bharat Ram, Deputy Managing Director. He is not related to any other Director or Key Managerial Personnel of the Company.
Mr. Ravichandra Kambhampaty, Director (Safety & Environment) & Occupier had resigned due to his advanced age and was relieved from the services of the Company on March 31, 2017. Mr. Pramod Gopaldas Gujarathi was appointed as an additional director upto the forthcoming annual general meeting and was appointed as Director (Safety & Environment) & Occupier with effect from April 1, 2017 for a term of three years.
Your Directors recommend appointment of Mr. Pramod Gopaldas Gujarathi as a regular Director and for his appointment as Director (Safety & Environment) & Occupier for a term of 3 years with effect from April 1, 2017.
Mr. Pramod Gopaldas Gujarathi is not related to any Director or Key Managerial Personnel of the Company.
Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I.
In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, Non- Independent nonexecutive Director and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Regulations, fulfillment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring companyâs governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfillment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http:// www.srf.com/pdf/Familiarization2015.pdf
Meetings of the Board
During the year 2016-17, five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 57 of this Annual Report.
Directorsâ Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armsâ length basis and in accordance with the Transfer Pricing Policy/basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions.
Your Directors draw attention of the members to Note 33 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 40(d) of Additional Disclosures forming part of the standalone financial statement).
Corporate Social Responsibility (CSR)
As per the requirements of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility Committee comprising of Dr. Meenakshi Gopinath, Director (CSR) (Chairperson of the Committee), Mr. Kartik Bharat Ram, Deputy Managing Director and Mr. Lakshman Lakshminarayan, Independent Director as other members.
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Companyâs website at the link: http://www.srf.com/pdf/2015%20 (05)%2011%20-%20SRF%20-%20CSR%20Policy%20 -%20Board%20approved.pdf
The Company would also undertake other need- based initiatives in compliance with Schedule VII to the Act.
During the year, the Company has spent Rs, 7.60 Crores on CSR activities. The amount of CSR obligation under the Companies Act, 2013 was Rs, 7.58 Crores. Annual Report on CSR activities is annexed herewith as Annexure II.
Risk Management
Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entityâs objective.
The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.
Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.
Internal Financial Controls
The Company believes that Internal Control is a necessary concomitant of the principle of Governance. It remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee and the management that there is a structured system for:
- close and active supervision by the Audit Committee
- business planning and review of goals achieved
- evaluating & managing risks
- policies and procedures adopted for ensuring orderly Financial Reporting
- timely preparation of reliable Financial Information
- accuracy and completeness of the Accounting Records
- ensuring legal and regulatory compliance
- protecting company''s assets
- prevention and detection of fraud and error
- validation of IT Security Controls
- Entity Level Controls
Interrelated control systems, covering all financial and operating functions, assure fulfillment of these objectives.
Significant features of these control systems include:
- the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.
- the risk assessment system that accounts for all likely threats to the achievement of the plans, and draws up contingency plans to mitigate them.
- the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.
The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes, both at the Corporate and the Business levels, continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.
Listing of Equity Shares
SRFâs equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.
Dividend Distribution Policy
In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at http://www.srf.com/pdf/Dividend%20Distribution%20 Policy%2011.11.16.pdf.
Corporate Governance
Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure III.
In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Managing Director and President, CFO & Company Secretary was placed before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.srf.com)
Consolidated Financial Statement
The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
Audit Committee
The Audit Committee comprises of Independent Directors namely Mr. Vinayak Chatterjee (Chairman of the Committee), Mr. Lakshman Lakshminarayan and Mr. Vellayan Subbiah as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Accounts and Audit
As per the requirements of the Companies Act, 2013, the Statutory Auditors M/s. Deloitte Haskins & Sells, were appointed to hold office until the conclusion of 47th annual general meeting. Their appointment as per the provisions of the Companies Act, 2013 was subject to ratification by the members at every annual general meeting. They have submitted their certificate to the effect that they fulfill the requirements of Section 141 of the Companies Act, 2013. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.
Vigil Mechanism
In compliance of provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct.
The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company''s website at the link http://www.srf.com/investor-relations/ investors.html#reports.
Cost Audit
Pursuant to the various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.
Mr. Harkesh Tara, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2017-18 in respect of all the relevant product groups of Technical Textiles Business and Engineering Plastics Business of the Company.
M/s. Sanjay Gupta & Associates, Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 201 7-1 8 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.
Mr. Harkesh Tara, Cost Accountant, was nominated as the Company''s Lead Cost Auditor.
The remuneration of the cost auditors for financial year 2017-18 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said products for the financial year 2015-16, conducted by Mr. Harkesh Tara, Cost Accountant (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on August 30, 2016. The due date for filing was 7th September, 2016.
Secretarial Auditor
The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Personnel
In terms of the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure V.
Disclosures pertaining to remuneration and other details as required under Section 1 97(1 2) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directorsâ report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure VIII to this Report.
Industrial Relations
The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Neither the Chairman, Managing/Deputy Managing Director nor Whole-time Director received any remuneration or commission from any of the Companyâs subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints with allegations of sexual harassment were filed with the Company.
Acknowledgements
Your Directors acknowledge with gratitude the cooperation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.
For and on Behalf of the Board
Date: May 22, 2017 Arun Bharat Ram
Place: Gurgaon Chairman
(DIN-00694766)
Mar 31, 2016
To,
The Members SNL Bearings Limited
The Directors have pleasure in presenting their Thirty Sixth Annual Report together with Audited Accounts for the year ended 31st March, 2016.
1. Financial Results
|
Year ended 31st March, 2016 Rs.in lakhs |
Year ended 31st March, 2015 Rs.in lakhs |
|
|
Profit before providing for interest & depreciation |
935.52 |
789.97 |
|
Less : Finance costs |
33.28 |
56.31 |
|
Less: Depreciation |
51.41 |
60.19 |
|
Profit Before Tax |
850.83 |
673.47 |
|
Tax expenses |
283.07 |
218.51 |
|
Profit After Tax |
567.76 |
454.96 |
|
Less: Balance brought forward from previous year |
(235.84) |
(263.03) |
|
Less: Proposed dividend on Preference Shares |
(89.91) |
(230.56) |
|
Less: Additional Income tax on dividend on Preference Shares |
(18.03) |
(47.21) |
|
Less: Proposed dividend on Equity Shares |
(72.23) |
-- |
|
Less: Additional Income tax on dividend on Equity Shares |
(14.70) |
-- |
|
Less: Transfer to capital redemption reserve |
(25.00) |
(150.00) |
|
Closing balance of surplus in statement of Profit and loss |
112.05 |
(235.84) |
2. Operations
Net sales during the year at Rs. 3006.67 lakhs (previous year Rs.2648.29 lakhs) are higher by 13.53%. Despite the challenging environment in the Indian economy, your Company has achieved sales growth. Manufacturing and industrial activity remained sluggish for a large part of the year as demand was subdued across most sectors.
Profit before tax (PBT) has increased by 26.33% from Rs.673.47 lakhs (Previous year) to Rs.850.83 lakhs on account of higher volumes helped by global decline in prices of crude oil and other commodities. Your Company is confident of further capitalizing on growth opportunities during the current year and widening its ability to serve customers with emphasis on improving quality and productivity.
3. Dividend
Directors are pleased to recommend a maiden equity dividend @ Rs.2/- per share of Rs. 10/- each involving an outgo of Rs.86.93 lacs and payable to members/beneficial owners as per the Register of Members as on 19th July, 2016.
All Preference Dividend arrears on the 11% Redeemable Preference shares for the period 1st April, 2011 to 17th June, 2016 aggregating to Rs. 90.50 lacs is being cleared by the last date of redemption viz. 18th June, 2016.
4. Corporate Social Responsibility activities (CSR)
The CSR Committee has defined the areas which will be the preferred activities for the Company. For the year ended 31.3.2016 an amount of Rs.12.00 lacs has been contributed to Pratham Education and Sankalp - A pledge to Change, organizations who have been doing commendable work for the under privileged sections of society, particularly in the state of Jharkhand where Company''s activities are located. The details of the same are available on the Company''s website. Detailed report on CSR activities including amount spent is given in Annexure I.
5. Safety, Healthy & Environment
The Company''s plant at Ranchi has been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS:18001:1999(for Health & Safety) and ISO/TS:16949:2002 (quality management).
Work force is trained at regular intervals in preventive aspects of safety and prevention of work related accidents.
Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targeted towards conserving natural resources and improvements in resource efficiency across all processes.
6. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31.3.2016 there are no fixed deposits with the Company.
7. Extract of Annual Return:
The details forming part of the extract of the Annual Return as required under the Companies Act, 2013 is given in Annexure 11.
8. Related Party transactions
Transactions between the Holding Company, NRB Bearings Ltd and co-subsidiary, NRB Bearings (Thailand) Ltd have taken place in the ordinary course of business. All transactions entered with the related parties have been at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The individual transactions have been regularly placed before the audit committee and the Board of Directors on a quarterly basis and have been approved in advance. Details of the remuneration/sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 24 (c) to the Annual Accounts. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website.
The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-111 to this Report.
9. Corporate Governance
Pursuant to clause 27 of the listing Regulations with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Plant Head of the Company. All independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.
The relevant certification on the various matters specified under Regulation 17 (8) of SEBI (LODR) Regulations, 2015 has been done by the Assistant General Manager/Plant Head as (CEO) and a Director of the Company as (CFO).
10. Internal Control System
There are adequate internal financial controls in place with reference to the financial statements. Your Company has implemented ERP system for better internal finance controls. The Report of the internal Auditors is placed before the Audit Committee, and its recommendations are implemented to further improve the efficiency. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.
Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
11. Vigil Mechanism
The Company has formulated and implemented the whistle Blower Policy/vigil mechanism. This has provided a mechanism for Directors and employees of the Company, and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Company website. Some complaints on anonymous basis, received have been reviewed and investigated by management and found to have no substantial basis.
12. Directors and Key Managerial Personnel Retirement by Rotation
In accordance with the provisions of Section 152, Mr. S C Rangani (DIN 00209069) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. His brief profile is the part of the Corporate Governance Report annexed to this report.
Independent Directors Declaration
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and the provisions of Listing Regulations, stating that they meet the criteria of independence provided therein. The profile of the Independent Directors forms part of the Corporate Governance Report.
The independent directors have also met separately in March 2016.
Key Managerial Personnel
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Bankim Purohit as the Company Secretary of the Company w.e.f. 24th April, 2015.
13. Directorsâ Responsibility Statement
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Particulars of Loans, Guarantees or Investments:
Your Company has been rated âCRI SI L A2â for the Short-term Bank facility and the Company''s long-term facilities have been re-affirmed as âCRI SI L BBB / STABLEâ as on April, 2015.
During the year under review, the Company has not advanced any loans, given guarantees and made investments.
15. Orders passed by the Regulators or the Courts or the Tribunals
There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure IV.
17. Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014
a. Measures taken for conservation of energy
The Company is making all efforts for conservation of energy on a continuous basis.
i) Improved power factor from 0.85 to 0.965, with resultant cost saving of Rs. 2.85 lacs on Energy bills.
ii) Saving by replacing 250 Watts M.V. Lamps with CFL lights is Rs. 0.52 lacs.
The resultant cost savings as a result of these measures are Rs.3.38 lakhs p.a.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on development of special purpose machines and toolingâs, improvements in process parameters and reduction in cycle times.
The Company has developed new products with improved functionalities which would contribute to better efficiencies in use.
c. Foreign exchange earnings & outgo
Details regarding expenditure and earnings in foreign exchange have been given in Note No. 24(g) and 24(h) respectively of the audited accounts of the Company.
18. Auditors Statutory Auditors
Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors is approved till 31st March''2017 and is subject to annual ratification by the shareholders. The board recommends their re-appointment. A certificate from the auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.
Secretarial Auditors
The Board had appointed Mr. Upendra Shukla, Company Secretary in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, your Company is not covered for Cost Audit or maintenance of Cost Records.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditorâs reports
There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports, requiring explanation or comments by the Board
19. Acknowledgements
The Board wishes to acknowledge and thank all stakeholders for their whole hearted support and contribution by the Company''s bankers, customers, suppliers and all employees of the Company. Your Directors also acknowledge the valuable support and active involvement and encouragement by all members of the management team of NRB Bearings Ltd., towards the improved efficiencies of the Company.
On behalf of the Board
(Ms.) H S ZAVERI
Chairman
Mumbai: April 29, 2016
Mar 31, 2016
To,
The Members SNL Bearings Limited
The Directors have pleasure in presenting their Thirty Sixth Annual Report together with Audited Accounts for the year ended 31st March, 2016.
1. Financial Results
|
Year ended 31st March, 2016 Rs.in lakhs |
Year ended 31st March, 2015 Rs.in lakhs |
|
|
Profit before providing for interest & depreciation |
935.52 |
789.97 |
|
Less : Finance costs |
33.28 |
56.31 |
|
Less: Depreciation |
51.41 |
60.19 |
|
Profit Before Tax |
850.83 |
673.47 |
|
Tax expenses |
283.07 |
218.51 |
|
Profit After Tax |
567.76 |
454.96 |
|
Less: Balance brought forward from previous year |
(235.84) |
(263.03) |
|
Less: Proposed dividend on Preference Shares |
(89.91) |
(230.56) |
|
Less: Additional Income tax on dividend on Preference Shares |
(18.03) |
(47.21) |
|
Less: Proposed dividend on Equity Shares |
(72.23) |
-- |
|
Less: Additional Income tax on dividend on Equity Shares |
(14.70) |
-- |
|
Less: Transfer to capital redemption reserve |
(25.00) |
(150.00) |
|
Closing balance of surplus in statement of Profit and loss |
112.05 |
(235.84) |
2. Operations
Net sales during the year at Rs. 3006.67 lakhs (previous year Rs.2648.29 lakhs) are higher by 13.53%. Despite the challenging environment in the Indian economy, your Company has achieved sales growth. Manufacturing and industrial activity remained sluggish for a large part of the year as demand was subdued across most sectors.
Profit before tax (PBT) has increased by 26.33% from Rs.673.47 lakhs (Previous year) to Rs.850.83 lakhs on account of higher volumes helped by global decline in prices of crude oil and other commodities. Your Company is confident of further capitalizing on growth opportunities during the current year and widening its ability to serve customers with emphasis on improving quality and productivity.
3. Dividend
Directors are pleased to recommend a maiden equity dividend @ Rs.2/- per share of Rs. 10/- each involving an outgo of Rs.86.93 lacs and payable to members/beneficial owners as per the Register of Members as on 19th July, 2016.
All Preference Dividend arrears on the 11% Redeemable Preference shares for the period 1st April, 2011 to 17th June, 2016 aggregating to Rs. 90.50 lacs is being cleared by the last date of redemption viz. 18th June, 2016.
4. Corporate Social Responsibility activities (CSR)
The CSR Committee has defined the areas which will be the preferred activities for the Company. For the year ended 31.3.2016 an amount of Rs.12.00 lacs has been contributed to Pratham Education and Sankalp - A pledge to Change, organizations who have been doing commendable work for the under privileged sections of society, particularly in the state of Jharkhand where Company''s activities are located. The details of the same are available on the Company''s website. Detailed report on CSR activities including amount spent is given in Annexure I.
5. Safety, Healthy & Environment
The Company''s plant at Ranchi has been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS:18001:1999(for Health & Safety) and ISO/TS:16949:2002 (quality management).
Work force is trained at regular intervals in preventive aspects of safety and prevention of work related accidents.
Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targeted towards conserving natural resources and improvements in resource efficiency across all processes.
6. Public Deposits
During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31.3.2016 there are no fixed deposits with the Company.
7. Extract of Annual Return:
The details forming part of the extract of the Annual Return as required under the Companies Act, 2013 is given in Annexure 11.
8. Related Party transactions
Transactions between the Holding Company, NRB Bearings Ltd and co-subsidiary, NRB Bearings (Thailand) Ltd have taken place in the ordinary course of business. All transactions entered with the related parties have been at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The individual transactions have been regularly placed before the audit committee and the Board of Directors on a quarterly basis and have been approved in advance. Details of the remuneration/sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 24 (c) to the Annual Accounts. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website.
The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-111 to this Report.
9. Corporate Governance
Pursuant to clause 27 of the listing Regulations with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.
The Code of Conduct for directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Plant Head of the Company. All independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.
The relevant certification on the various matters specified under Regulation 17 (8) of SEBI (LODR) Regulations, 2015 has been done by the Assistant General Manager/Plant Head as (CEO) and a Director of the Company as (CFO).
10. Internal Control System
There are adequate internal financial controls in place with reference to the financial statements. Your Company has implemented ERP system for better internal finance controls. The Report of the internal Auditors is placed before the Audit Committee, and its recommendations are implemented to further improve the efficiency. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.
Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
11. Vigil Mechanism
The Company has formulated and implemented the whistle Blower Policy/vigil mechanism. This has provided a mechanism for Directors and employees of the Company, and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Company website. Some complaints on anonymous basis, received have been reviewed and investigated by management and found to have no substantial basis.
12. Directors and Key Managerial Personnel Retirement by Rotation
In accordance with the provisions of Section 152, Mr. S C Rangani (DIN 00209069) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. His brief profile is the part of the Corporate Governance Report annexed to this report.
Independent Directors Declaration
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and the provisions of Listing Regulations, stating that they meet the criteria of independence provided therein. The profile of the Independent Directors forms part of the Corporate Governance Report.
The independent directors have also met separately in March 2016.
Key Managerial Personnel
The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Bankim Purohit as the Company Secretary of the Company w.e.f. 24th April, 2015.
13. Directorsâ Responsibility Statement
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;
ii. The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for that period;
iii. proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.
14. Particulars of Loans, Guarantees or Investments:
Your Company has been rated âCRI SI L A2â for the Short-term Bank facility and the Company''s long-term facilities have been re-affirmed as âCRI SI L BBB / STABLEâ as on April, 2015.
During the year under review, the Company has not advanced any loans, given guarantees and made investments.
15. Orders passed by the Regulators or the Courts or the Tribunals
There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.
16. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure IV.
17. Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014
a. Measures taken for conservation of energy
The Company is making all efforts for conservation of energy on a continuous basis.
i) Improved power factor from 0.85 to 0.965, with resultant cost saving of Rs. 2.85 lacs on Energy bills.
ii) Saving by replacing 250 Watts M.V. Lamps with CFL lights is Rs. 0.52 lacs.
The resultant cost savings as a result of these measures are Rs.3.38 lakhs p.a.
b. Technology absorption
With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on development of special purpose machines and toolingâs, improvements in process parameters and reduction in cycle times.
The Company has developed new products with improved functionalities which would contribute to better efficiencies in use.
c. Foreign exchange earnings & outgo
Details regarding expenditure and earnings in foreign exchange have been given in Note No. 24(g) and 24(h) respectively of the audited accounts of the Company.
18. Auditors Statutory Auditors
Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors is approved till 31st March''2017 and is subject to annual ratification by the shareholders. The board recommends their re-appointment. A certificate from the auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.
Secretarial Auditors
The Board had appointed Mr. Upendra Shukla, Company Secretary in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure V.
Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, your Company is not covered for Cost Audit or maintenance of Cost Records.
Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditorâs reports
There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports, requiring explanation or comments by the Board
19. Acknowledgements
The Board wishes to acknowledge and thank all stakeholders for their whole hearted support and contribution by the Company''s bankers, customers, suppliers and all employees of the Company. Your Directors also acknowledge the valuable support and active involvement and encouragement by all members of the management team of NRB Bearings Ltd., towards the improved efficiencies of the Company.
On behalf of the Board
(Ms.) H S ZAVERI
Chairman
Mumbai: April 29, 2016
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Thirty Fifth Annual
Report together with Audited Accounts for the year ended 31st March,
2015.
1. Financial Results
Year ended Year ended
31st March,2015 31st March, 2014
Rs. in lakhs Rs. in lakhs
Profit before providing for
interest & depreciation 789.97 610.02
Less : Finance costs 56.31 70.65
Less: Depreciation 60.19 43.32
Profit Before Tax 673.47 496.05
Tax expenses 218.51 157.20
Profit After Tax 454.96 338.85
Less: Balance brought forward
from previous year (263.03) (331.68)
Less: Proposed dividend on
Preference Shares (230.56) (60.00)
Less:Additional Income tax on
dividend on (47.21) (10.20)
Preference Shares
Less: Transfer to capital
redemption reserve (150.00) (200.00)
Closing balance of surplus in
statement of (235.84) (263.03)
Profit and loss ======= =======
2. Operations
Net sales during the year at Rs. 2648.29 lakhs (previous year
Rs.2303.96 lakhs) are higher by 15%. Despite the challenging
environment in the Indian economy, your company has achieved sales
growth. However high, though stable, interest rates affected the
working capital cycle across sectors and manufacturing and industrial
activity remained sluggish for a large part of the year as demand was
subdued across most sectors.
Profit before tax (PBT) has increased by 36% from Rs.496.05 lakhs
(Previous year) to Rs.673.47 lakhs on account of higher volumes and
improved cost competitiveness. Your company is confident of further
capitalizing on growth opportunities during the current year and
enhancing profitability and widening its ability to serve customers
with emphasis on improving quality and productivity.
No dividend on equity shares has been recommended for the year in order
to conserve resources for future requirements.
Preference Dividend arrears @6% on the cumulative redeemable preference
shares for the years ended 31st March, 2008 to 31st March 2011
aggregating Rs.230.56 lakhs is being recommended by the Board.
3. Public Deposits
The company has not taken fixed deposit during the year. As on
31.3.2015 there are no fixed deposits with the company.
4. Directors
Ms. H S Zaveri retires by rotation but being eligible offers herself
for re-appointment.
Ms.A A Gowariker, Independent director resigned from the Board w.e.f.
January 2015 owing to time constraints. The Board hereby records its
appreciation for the valuable contribution to the Board proceedings
during her tenure.
Brief details of Mr.Jayavardhan Dhar Diwan, who is being appointed for
a fresh term of 5 years as independent director are as below:
Mr.Jayavardhan Dhar Diwan (50 yrs) holds a degree in BE (Metallurgy)
from University of Roorkee. He started his career in Indian Aluminium
post his Engineering degree. He moved to a career in finance in 1993
post his MBA from S P Jain Institute of Management and Research as a
Senior Research Analyst covering India for W.I Carr in Bombay and New
York, moving on to KBC Financial Products as Executive Vice President,
covering Global convertible bonds, distressed companies and special
situations based out of New York.
Currently,Mr.Diwan is the Advisor to OIM for the India focused
Convertible Bond Opportunities Fund and also serves as Senior Advisor
to the Odyssey Convertible Bond Fund I Ltd.
Familiarisation Programme for Independent Directors
In order to familiarize the Independent Directors with the business of
the Company, presentation was made covering nature and scope of
business, nature of industry in which company operates, profitability
and future scope. Regularly at meetings updates are given to the Board.
Board evaluation
The Board has carried out an annual performance evaluation of its own
performance, its committees, the Directors individually and the overall
performance has been rated as satisfactory. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
The independent directors have also met separately in March 2015.
Remuneration policy
The Board has on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of directors,
senior management and their remuneration. The remuneration policy is
stated in the Corporate Governance Report.
5. Finance
Finance costs have been controlled in spite of higher interest rates,
term loan availed for capex and the enhanced working capital
requirements arising from the additional volumes. Fresh investments are
being considered for further enhancing capacities for projected growth.
6. Information regarding employee pursuant to section 217(2A) of the
Companies Act, 1956 read with Rule 5 of Companies (Appointment &
Remuneration) Rules 2014.
There was no employee -
a. employed throughout the period under review, receiving remuneration
in aggregate not less than Rs.60,00,000/-p.a.
b. employed for the part of the period receiving remuneration not less
than Rs.5,00,000/- per month
7. Safety, Healthy & Environment
The company''s plant at Ranchi has been awarded internationally
recognized external certification viz. ISO14001:2004 (for adherence to
environmental processes), OHSAS:18001:1999(for Health & Safety) and
ISO/TS:16949:2002 (quality management)
Behavioral safety programmes have been initiated at regular intervals
and your company strives to continually improve environment, health and
safety performance through the prevention of work place accidents and
pollution, the promotion of employee health and well being and the
reduction of environmental impacts including those from energy
consumption and use.
Besides creating general awareness among employees towards
environmental protection, the management encourages initiatives which
are targetted towards conserving natural resources and improvements in
resource efficiency across all processes.
8. Information pursuant to Section 134(3)(m) of the Companies Act,
2013 and Rule no.8 of Companies (Accounts) Rules 2014
a. Measures taken for conservation of energy
The company is making all efforts for conservation of energy on a
continuous basis.
i) The company has installed on line Voltage Controller which helped
save energy due to high and low voltage. Savings in Diesel are expected
to be 525 litres per month.
The resultant cost savings as a result of these measures are Rs.3.9
lakhs p.a.
b. Technology absorption
With the objective of improving productivity as well as quality, during
the year the company has continued its efforts on development of
special purpose machines and toolings, improvements in process
parameters and reduction in cycle times.
The company has developed new products with improved functionalities
which would contribute to better efficiencies in use.
c. Foreign exchange earnings & outgo
Details regarding expenditure and earnings in foreign exchange have
been given in Note No. 25 (h) and 25( i) respectively of the audited
accounts of the company.
9. Corporate Governance
Pursuant to clause 49 of the listing agreements with the stock
exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Auditors'' Certificate regarding compliance of conditions of
Corporate Governance are made part of the Annual Report.
The Code of Conduct for Directors and Senior Management personnel of
the company, as approved by the Board, has been affirmed on an annual
basis by all the directors and the Plant Head of the Company. All
Independent directors have also submitted the declaration of
independence confirming that they meet the criteria of independence as
provided under section 149 of the Companies Act, 2013.
The relevant certification on the various matters specified under
paragraph V of clause 49 has been done by the Assistant General
Manager/Plant Head and a Director of the Company.
10. Related Party transactions
Transactions between the Holding company, NRB Bearings Ltd and its
co-subsidiary, NRB Bearings (Thailand) Ltd have taken place in the
ordinary course of business. All transactions have been at arms length.
The individual transactions have been regularly placed before the audit
committee and the Board of Directors and have been approved in advance.
Details of the remuneration/ sitting fees paid to the Directors and KMP
as applicable and all transactions appear under Notes to accounts as
note no. 25 (c) to the Annual Accounts.
Form No.AOC-2 in respect of the above transactions is uploaded on the
Company''s website.
11. Corporate Social Responsibility activities (CSR)
The CSR Committee has met on 29th January, 2015 and defined the areas
which will be the preferred activities for the financial year FY
2015-16. For the current year an amount of Rs.11.54 lacs has been
contributed to the PM Relief fund. The details of the same are
available on the company''s website.
12. Risks and risk mitigation
Risk committee has been constituted and is expected to meet during FY
2015-16 to complete risk assessment and the risk mitigation measures.
Regular reviews of the same shall be held once the above is finalized.
13. Directors'' Responsibility Statement
The Directors state that :
i. in the preparation of annual accounts, all applicable Accounting
Standards have been followed and proper explanations relating to
material departures, if any, have been furnished;
ii. accounting policies as listed in Note 2 to the financial
statements have been judiciously selected and consistently applied and
reasonable & prudent judgements and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2015 and of the profit of the Company for the accounting
year ended on that day;
iii. proper and sufficient care for maintenance of adequate accounting
records has been taken in accordance with the provisions of the Act so
as to safeguard the assets 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. internal financial controls have been laid down and such financial
controls are adequate and are operating effectively.
vi. proper systems to ensure compliance with the provisions of all
applicable laws have been devised and that such systems are adequate
and operating effectively.
14. Auditors
i. Appointment of M/s.Deloitte Haskins & Sells, Chartered Accountants
as Auditors is approved till 31st March''2017 and is subject to annual
ratification by the shareholders. The board recommends their
re-appointment. A certificate from the auditors have been received to
the effect that their appointment, if made would be within the limits
prescribed under section 139 of the Companies Act, 2013.
ii. The product "Bearings" was subject to cost audit under the Central
Government rules till the previous year. The cost audit report for the
year ended 31.3.2014 was reviewed by the audit committee at their
meeting held on July 29,2014 and has been filed in XBRL format on
22.09.2014. Cost audit for the year ended 31st March, 2015 is not
applicable.
iii. Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of managerial
personnel) Rules 2014, the Company has appointed Mr. Upendra C. Shukla
practcing Company Secretary to undertake the secretarial Audit of the
Company. The report of the Secretarial Auditor is annexed herewith.
15. Acknowledgements
The Board wishes to acknowledge and thank all stakeholders for their
whole hearted support and contribution by the company''s bankers,
customers, suppliers and all employees of the company. Your Directors
also acknowledge the valuable support and active involvement and
encouragement by all members of the management team of NRB Bearings
Ltd., towards the improved efficiencies of the company.
On behalf of the Board
MR. S C RANGANI
Chairman for the meeting
Mumbai: April 29, 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 43rd Annual Report for the
year ended 31 March 2014.
Financial Results
(Rs.crores)
2013-14 2012-13
Net Sales 3402.10 3312.77
Profit Before Interest, Depreciation
& Tax (PBIDT) 526.39 619.29
Less: Interest & Finance Charges (Net) 65.07 82.42
Gross Profit 461.32 536.87
Less: Depreciation and Amortisation
Charge 190.46 184.28
Profit Before Tax (PBT) 270.86 352.59
Less: Provision For Taxation including
Deferred Tax Charge 54.32 94.08
Profit After Tax (PAT) 216.54 258.51
Add: Profit Brought Forward 1195.87 1104.95
Surplus available for appropriation 1412.41 1363.46
Appropriation
Interim Dividend on Equity Shares 57.42 57.42
Corporate Tax on Dividend 9.59 9.32
Amount transferred to General Reserve 21.65 25.85
Amount transferred to Debenture
Redemption Reserve - 75.00
Profit carried to Balance Sheet 1323.75 1195.87
Total 1412.41 1363.46
Equity Dividend
During the year, your Company has paid two interim dividends of Rs. 3 per
share and Rs. 7 per share aggregating to Rs. 10 per share, amounting to Rs.
67.01 crores (inclusive of tax of Rs. 9.59 crores). The Board of
Directors of the Company has not recommended any final dividend.
Operations Review
Net sales of the Company increased marginally by 2.69 per cent from Rs.
3312.77 crores in 2012-13 toRs. 3402.10 crores in 2013- 14. Due to
increase in cost of materials consumed and employee benefit expenses,
Profit before interest, depreciation and tax (PBIDT) including ''other
income'' decreased from Rs. 619.29 crores in 2012-13 to Rs. 526.39 crores in
2013-14.
Profit Before Tax (PBT) decreased by 23.18% per cent from Rs. 352.59
crores in 2012-13 to Rs. 270.86 crores in 2013-14. After accounting for
the provision for taxation of Rs. 54.32 crores, Profit After Tax (PAT)
fell by 16.24 per cent from Rs. 258.51 crores in 2012-13 to Rs. 216.54
crores in 2013-14.
Management Discussion and Analysis
A detailed section of the Management Discussion and Analysis forms part
of the Annual Report. A review of the Businesses is also given in that
section.
Subsidiary Companies
SRF Global B.V.
SRF Global B.V. is a wholly owned subsidiary of the Company
incorporated in the Netherlands. During the year, it has incurred a
loss of US$ 6.65 lakhs (equivalent to Rs. 398.46 lakhs) mainly on account
of interest expenses.
It has five wholly owned subsidiaries  SRF Industries (Thailand) Ltd,
SRF Industex Belting (Pty) Ltd., (South Africa), SRF Flexipak (South
Africa) (Pty) Ltd., SRF Overseas Ltd., (British Virgin Island) and SRF
Nitol (Bangladesh) Ltd.
SRF Industries (Thailand) Ltd.
It is engaged in the manufacture and distribution of nylon tyre cord.
During the year, a plant to manufacture Biaxially Oriented Polyethylene
Terephthalate flm with a capacity of 28500 TPA was set up which
commenced commercial production in July, 2013.
For the year 2013-14, the turnover of the Company was THB 2597.42
million (equivalent to Rs. 47896.48 lakhs) and the Company incurred a
loss of THB 349.31 million (equivalent to Rs. 6441.30 lakhs).
SRF Industex Belting (Pty) Ltd.
It is engaged in the manufacture of belting fabrics. For the year
2013-14, the turnover of the Company was ZAR 177.54 million (equivalent
to Rs. 10046.95 lakhs) and the Company incurred a loss of ZAR 2.12
million (equivalent toRs. 120.14 lakhs).
SRF Overseas Ltd.
It was engaged in the business of manufacture of nylon tyre cord fabric
and operated out of Dubai. During the year, it was decided to close the
manufacturing operations due to sustained downturn In European market
and high fixed costs.
The turnover of the Company was AED 39.49 million (equivalent to Rs.
6442.77 lakhs) and the Company incurred a loss of AED 11.85 million
(equivalent to Rs. 1932.52 lakhs).
SRF Flexipak (South Africa) (Pty) Ltd.
It has set up a Greenfield project to manufacture Biaxially Oriented
Polypropylene flm in South Africa with a capacity of 25500 TPA. The
project had commenced commercial production during the third quarter of
2013-14.
The Company has incurred a loss of ZAR 52.79 million (equivalent to Rs.
2987.07 lakhs) mainly on account of operating and interest expenses.
SRF Nitol (Bangladesh) Ltd. has not started any operations.
Other Subsidiaries
SRF Transnational Holdings Ltd. earned a net Profit (PAT) of Rs. 44.35
lakhs during the year 2013-14. As this company did not hold any
strategic investments and only held certain financial assets, the entire
equity of this company was divested to KAMA Holdings Ltd. (holding
company of your company) on 1 April 2014 for a consideration of Rs. 11.34
crores.
SRF Properties Limited earned a net Profit (PAT) of Rs. 20.55 lakhs during
the year 2013-14. It owned two properties in Mumbai used by your
company as a transit house for its employees. As your company has
acquired its own transit house in Mumbai, Board at its meeting held on
9 May 2014 has decided to dispose off the entire shareholding in this
company.
SRF Holiday Home Limited has incurred a loss of Rs. 0.08 lakhs during the
year 2013-14.
SRF Fluorochemicals Limited, SRF Energy Limited, and SRF Fluor Private
Limited (Mauritius) had not started any activities.
Annual accounts of the subsidiary companies and the related detailed
information can be obtained on request by the shareholders of the
Company and of the subsidiary companies.
These are also available for inspection at the Corporate office
of the Company and at the respective registered offices of the
subsidiaries between 11 am to 1 pm on all working days.
Directors
Your Directors are seeking appointment of Mr Vinayak Chatterjee, Mr L
Lakshman, MrTejpreet Singh Chopra, Mr Vellayan Subbiah and Mr Pramod
Bhasin as independent Directors under Companies Act, 2013 for a term
upto 31 March 2019.
Mr K Ravichandra, Director (Safety & Environment) is retiring at the
forthcoming annual general meeting and being eligible offers himself
for re-election.
Brief resume of the Directors who are proposed to be
appointed/re-appointed is furnished in the explanatory statement to the
notice of the ensuing Annual General Meeting.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
Profit of the Company for the period under review;
(iii) that the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) that the Directors have prepared the annual accounts for the year
ended 31 March 2014 on a ''going concern'' basis.
Listing of Equity Shares
SRF''s equity shares are listed at the Bombay Stock Exchange Ltd. and
the National Stock Exchange of India Ltd.
Corporate Governance
Certifcate of the auditors of your Company regarding compliance with
the conditions of corporate governance as stipulated in Clause 49 of
the Listing Agreement with the stock exchanges is attached to the
report as "Annexure  1".
In compliance with the requirements of Clause 49(V), a certifcate from
Managing Director and the President & Chief Financial officer was placed
before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed
compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Managing
Director is enclosed as a part of the Corporate Governance Report. A
copy of the Code is also placed at the website of the Company
(www.srf.com)
Consolidated Financial Statement
In accordance with the accounting standard (AS-21), your Directors are
pleased to attach the consolidated financial statements, which form part
of the Annual Report and Accounts.
Accounts and Audit
As per the requirements of the Companies Act, 2013, the auditors, M/s
Deloitte Haskins and Sells retire at the conclusion of the 43rd Annual
General Meeting. M/s Deloitte Haskins and Sells being eligible, offer
themselves for re-appointment and are proposed to be reappointed from
the conclusion of the forthcoming annual general meeting till the
conclusion of the 47th annual general meeting. The observations of the
auditors are explained wherever necessary in appropriate notes to the
accounts.
Cost Audit
Pursuant to the various circulars issued by Ministry of Corporate
Affairs, the Company is required to maintain cost records for all the
products being manufactured by it and get the same audited by a cost
auditor.
Mr Harkesh Tara, Cost Accountant, has been appointed to conduct cost
audit of the accounts maintained by the Company for the financial year
2014-15 in respect of all the relevant product groups of Technical
Textiles Business and Engineering Plastics Business of the Company.
M/s Sanjay Gupta & Associates, Cost Accountant, has been appointed to
conduct cost audit of the accounts maintained by the Company for the
financial year 2014-15 in respect of all the relevant product groups of
Chemicals Business and Packaging Films Business of the Company.
Mr Harkesh Tara, Cost Accountant has been appointed as the Lead Cost
Auditor.
The remuneration of the cost auditors for the financial year 2014-15 is
subject to ratifcation by the shareholders. Accordingly a suitable item
has been included in the notice of the ensuing annual general meeting.
The Cost Audit reports for audit of the said'' products for the year
2012-13, conducted by Mr Harkesh Tara, Cost Accountant (M. No. 17321)
and M/s Sanjay Gupta & Associates, Cost Accountants ( M. No. 18672),
have been filed late with the Ministry of Corporate Affairs on 29
September 2013 due to technical reasons. The due date for fling was 27
September 2013.
Internal Control System
The Company''s internal control system includes audit and verifcation of
compliance with Defined policies and procedures by Internal Audit
Function. The internal auditors independently evaluate the adequacy of
internal controls and audit the sample of the transactions in value
terms. Independence of the audit is ensured by the direct reporting of
internal audit function to the Audit Committee of the Board.
Fixed Deposits
Your Company discontinued accepting/renewing fixed deposits since 14
August 2004. Deposits accepted from Public which have matured and are
unclaimed are being refected under "Unclaimed fixed deposits (including
interest)" in other current liabilities (Note no. 8 forming part of the
financial statements for the year ended 31 March 2014).
Personnel
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees), Rules, 1975, as
amended, the names and other particulars of employees are set out in
the "Annexure  2" to the Directors'' Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo
The details as required under the Companies (Disclosure of Particulars
in Report of Board of Directors) Rules, 1988 are given as "Annexure -
2" to the Directors'' Report.
Industrial Relations
The Company continued to generally maintain harmonious and cordial
relations with its workers in all its businesses.
Acknowledgements
Your Directors acknowledge with gratitude the co-operation and
assistance received from various agencies of the Central Government and
the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and
Uttarakhand, financial institutions and banks. Your Directors thank the
shareholders for their continued support. Your Directors also place on
record their appreciation of the contribution made by employees at all
levels.
For and on Behalf of the Board
Date: 9 May 2014 Arun Bharat Ram
Place: Gurgaon Chairman
Mar 31, 2013
To The Members of SNL Bearings Limited
The Directors have pleasure in presenting their Thirty Third Annual
Report together with Audited Accounts for the year ended 31st March,
2013.
1. Financial Results
Year ended Year ended
31st March, 2013 31st March, 2012
Rs. in Lakhs Rs. in Lakhs
Proft before providing
for interest &
depreciation 686.64 691.36
Less : Finance costs 38.28 23.78
Less : Depreciation 37.31 43.76
Proft Before Tax 611.05 623.82
Tax expenses 215.28 177.31
Proft After Tax 395.77 446.51
Less : Balance brought
forward from previous year (457.25) (638.99)
Less : Proposed dividend on
Preference Shares (60.00) (55.73)
Less : Additional income-tax
on dividend on
Preference Shares (10.20) (9.04)
Less : Transfer to capital
redemption reserve (200.00) (200.00)
Closing balance of surplus
in statement of Proft & Loss (331.68) (457.25)
2. Operations
Net sales during the year at Rs. 2299.72 lakhs (previous year
Rs.2052.77lakhs) are 12.03 % higher than the previous year. Amid the
sluggish environment in the Indian economy, your company has achieved
sales growth. However tight liquidity and higher interest rates
affected the working capital cycle and the fnance costs, while the
weakening of the Indian rupee and high infation, led to higher costs
for inputs, resulting in overall pressure on margins.
There has been a decline of 2.05 % in proft before tax (PBT) from
Rs.623.82 lakhs (Previous year) to Rs.611.05 lakhs on account of the
above factors. Your company is confdent of capturing growth
opportunities during the current year and enhancing proftability with
emphasis on improving quality, productivity and cost competitiveness.
No dividend on equity shares has been recommended for the year in order
to conserve resources for future requirements.
Dividend @6% on the cumulative redeemable preference shares for the
year ended 31st March, 2006 aggregating Rs.60.00 lakhs is being
recommended by the Board to partially clear the dividend arrears.
3. Public Deposits
The company has not taken fxed deposit during the year. As on 31.3.2013
there are no fxed deposits with the company.
4. Directors
Ms. H S Zaveri and Mr. J S Maini retire by rotation but being eligible
offer themselves for re- appointment.
5. Finance
Finance costs have shown an increase on account of the higher interest
rates and the enhanced working capital requirements arising from the
additional volumes. Additional investments have also been initiated for
enhancing capacities for projected growth.
6. Information regarding employee pursuant to section 217(2A) of the
Companies Act, 1956.
There was no employee -
a. employed throughout the period under review, receiving remuneration
in aggregate not less than Rs.60,00,000/-p.a.
b. employed for the part of the period receiving remuneration not less
than Rs.5,00,000/- per month.
7. Safety, Healthy & Environment
The company''s plant at Ranchi has been awarded internationally
recognized external certifcation viz. ISO14001:2004 (for adherence to
environmental processes), OHSAS:18001:1999(for Health & Safety) and
ISO/TS:16949:2002 (quality management)
The company is committed to establishing and maintaining a safe working
environment that promotes the health and performance of all our
employees. The Safety policy inter alia ensures safety of public,
employees, plant, equipment and business associates, ensuring
compliance with all statutory rules and regulations on an ongoing
basis.
8. Information pursuant to section 217(1)(e) a. Measures taken for
conservation of energy
The company is making all efforts for conservation of energy on a
continuous basis.
i) The company has replaced two coolant tank of HF Annealing machine
with one coolant tank and removed one water pump and thereby saved
2808KWH per year.
ii) Installed 08 nos of Turbo Ventilators in Needle Polishing Area
replacing 3 nos of 3 phase, 3HP exhaust fan and thereby saving 11232
KWH per year.
iii) Power factor improved from 0.89 to 0.94.
The resultant cost savings as a result of these measures are Rs.4.8
lakhs.
b. Technology absorption
With the objective of improving productivity as well as quality, during
the year the company has continued its efforts on development of
special purpose machines and toolings, improvements in process
parameters and reduction in cycle times.
The company''s engineering staff has successfully installed 2nd Bihler
machine. With modifcations this machine can also do additional
operation of piercing of cage strip instead of separate punching
operation and with modifed tools, production of good quality welded
cages wii be increased.
c. Foreign exchange earnings & outgo
Details regarding expenditure and earnings in foreign exchange have
been given in Note No. 27 (h) and 27( i) respectively of the audited
accounts of the company.
9. Corporate Governance
Pursuant to clause 49 of the listing agreements with the stock
exchanges, Management Discussion and Analysis, Corporate Governance
Report and Auditors'' Certifcate regarding compliance of conditions of
Corporate Governance are made part of the Annual Report.
The Code of Conduct for directors and Senior Management personnel of
the company, as approved by the Board, has been affrmed on an annual
basis by all the directors and the Plant Head of the Company.
The relevant certifcation on the various matters specifed under
paragraph V of clause 49 has been done by the Assistant General
Manager/Plant Head (CEO) and a Director of the Company (CFO).
10. Directors'' Responsibility Statement
In accordance with the Companies (Amendment) Act, 2000, the Directors
state that :
i. in the preparation of annual accounts, all applicable Accounting
Standards have been followed and proper explanations relating to
material departures, if any, have been furnished;
ii. accounting policies as listed in Note 2 to the fnancial statements
have been judiciously selected and consistently applied and reasonable
& prudent judgements and estimates have been made so as to give a true
and fair view of the state of affairs of the Company as on 31st March,
2013 and of the proft of the Company for the accounting year ended on
that day;
iii. proper and suffcient care for maintenance of adequate accounting
records has been taken in accordance with the provisions of the Act so
as to safeguard the assets of the Company and to prevent and detect
fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
11. Auditors
M/s.Deloitte Haskins & Sells, Chartered Accountants retire at the
ensuing Annual General Meeting and are eligible for re-appointment. The
board recommends their re-appointment. A certifcate from the auditors
have been received to the effect that their appointment, if made would
be within the limits prescribed under section 224 (1)(B) of the
Companies Act, 1956.
The product "Bearings is subject to cost audit under the Central
Government rules. The cost audit report for the year ended 31.3.2012
was reviewed by the audit committee at their meeting held on July 27,
2012 and has been fled in XBRL format on 26.12.2012. The cost audit for
the year ended 31st March, 2013 is in progress and the cost audit
report will be fled within the stipulated time.
12. Acknowledgements
The Board records their appreciation of the whole hearted support and
contribution by the company''s bankers, customers, suppliers and all
employees of the company. Your Directors also acknowledge the valuable
support and active involvement and encouragement by all members of the
management team of NRB Bearings Ltd., towards the improved effciencies
of the company.
On behalf of the Board
(Ms.) H S ZAVERI
Chairman
Mumbai: April 30, 2013
Mar 31, 2012
Dear Shareholders,
The Directors are pleased to present the 41st Annual Report for the
year ended 31 March 2012.
Financial Results (Rs crore)
2011-12 2010-11
Net Sales 3512.73 2986.06
Profit Before Interest, Depreciations
Tax (PBIDT) 829.62 905.98
Less: Interest & Finance Charges (Net) 102.08 76.79
Gross Profit 727.54 829.19
Less: Depreciation and amortisation
charge 161.68 151.71
Profit Before Tax (PBT) 565.86 677.48
Less: Provision For Taxation including
Deferred Tax Charge 178.48 194.04
Profit After Taxation (PAT) 387.38 483.44
Add: Profit Brought Forward 931.56 627.14
Surplus available for appropriation 1318.94 1110.58
Appropriation (Rs crore)
2011-12 2010-11
Interim dividend on Equity Shares 81.23 84.71
Corporate Tax on Dividend 13.18 14.06
Amount transferred to General Reserve 40.00 50.00
Amount transferred to Debenture
Redemption Reserve 75.00 30.25
Amount transferred to Special Economic
Zone Re-investment 5.50 -
Allowance Reserve
Profit carried to Balance Sheet 1104.03 931.56
Total 1318.94 1110.58
Equity Dividend
During the year, your Company has paid two interim dividends each of Rs
7 per share aggregating to Rs 14 per share, amounting to Rs 94.41 crore
(inclusive of tax of Rs 13.18 crore). The Board of Directors of the
Company has not recommended any final dividend.
Operations Review
Net sales of the Company grew by 17.64 per cent from Rs 2986.06 crore
in 2010-11 to Rs 3512.73 crore in 2011-12. Due to combined factors of
higher input costs, higher energy costs and adverse demand-supply
situation Profit before interest, depreciation and tax (PBIDT)
including 'other income' decreased from Rs 905.98 crore in 2010-11 to
Rs 829.62 crore in 2011-12.
Profit before tax (PBT) decreased by 16.48 per cent from Rs 677.48
crore in 2010-11 to Rs 565.86 crore in 2011 - 12. After accounting for
the provision for taxation of Rs 178.48 crore, which includes deferred
tax charge and provision relating to earlier years, profit after tax
(PAT) fell by 19.87 per cent from Rs 483.44 crore in 2010-11 to Rs
387.38 crore in 2011-12.
Management Discussion and Analysis
A detailed section of the Management Discussion and Analysis forms part
of the Annual Report. A review of the Businesses is also given in that
section.
Subsidiary Companies
Restructuring of shareholding in international subsidiaries
SRF Global B.V.
In order to streamline the overseas holding structure and reduce
administrative expenses, SRF Tech textile B.V., was merged into SRF
Global B.V. SRF Global B.V. has reported a loss of US $ 8.24 lakhs
during the year 2011-12 on account of administrative and interest
expenses.
SRF Industries (Thailand) Ltd.
A wholly owned subsidiary of SRF Global B.V. is a company incorporated
in Thailand and engaged in the manufacture and distribution of nylon
tyre cord. The company is setting up a greenfeld project in Thailand to
manufacture Biaxially Oriented Polyethylene Terephthalate flm with a
capacity of 28500 TPA. The project is expected to commence commercial
production during 2013-14. For the year 2011-12, the turnover of the
company was THB 2093.32 million and the company incurred a loss of THB
25.09 million.
SRF Industex Belting (Pty) Ltd.
A wholly owned subsidiary of SRF Global B.V. is a company incorporated
in South Africa and engaged in the manufacture of belting fabrics. For
the year 2011-12, the turnover of the company was ZAR 144.14 million
and the company incurred a loss of ZAR 4.27 million.
SRF Overseas Ltd.
A wholly owned subsidiary of SRF Global B.V., is operating out of Dubai
and is an arm of the Technical Textiles Business (TTB) targeted at the
markets of Middle East, Europe and Africa. During the year 2011-12,
turnover of the Company was AED 147.48 million and the company incurred
a loss of AED 3.89 million.
SRF Flexipak (South Africa) (Pty) Ltd.
A wholly owned subsidiary of SRF Global B.V., has been incorporated
during the year to set up a greenfeld project to manufacture Biaxially
Oriented Polypropylene flm in South Africa with a capacity of 25500
TPA. The project is expected to commence commercial production during
2013-14. For the year 2011-12, the company had earned an income of ZAR
1.39 million mainly on account of foreign exchange profit of ZAR 1.24
million on the loans availed from the holding company for purchase of
land and for other miscellaneous expenditure. The company earned a
profit of ZAR 1 million.
Other Subsidiaries
SRF Transnational Holdings Ltd. earned a net profit (PAT) of Rs 89.37
lakhs during the year 2011-12.
SRF Properties Ltd. earned a net profit (PAT) of Rs 16.10 lakhs during
the year 2011-12.
SRF Holiday Home Limited has incurred a loss of Rs 0.15 lakhs during
the year 2011-12.
SRF Fluorochemicals Limited, SRF Energy Limited, SRF Fluor Private
Limited,. and SRF Nitol (Bangladesh) Ltd. had not started any
operations.
Annual accounts of the subsidiary companies and the related detailed
information can be obtained on request by the shareholders of the
Company and of the subsidiary companies. These are also available for
inspection at the Corporate Offce of the Company and at the respective
registered offces of the subsidiaries between 11 AM to 1 PM on all
working days.
Directors
Mr Subodh Bhargava and Mr Piyush G Mankad are retiring by rotation at
the ensuing Annual General Meeting but do not seek re-appointment due
to their personal commitments. The Board of Directors has placed on
record its appreciation for the valuable contribution made by Mr
Bhargava and Mr Mankad during their tenure as directors of the company.
The Board has subject to approval of the Members in General Meeting,
re-appointed Mr K Ravichandra, Director (Safety & Environment) for a
further period of three years, whose term of appointment will expire on
September 30, 2012.
Mr L Lakshman, Mr Tejpreet Singh Chopra and Mr Vellayan Subbiah were
co-opted as Additional Directors during the year. Their term of offce
as Additional Directors is expiring at the ensuing Annual General
Meeting and being eligible offer themselves to be appointed as regular
Directors of the Company.
Brief resumes of the Directors offering themselves for re-appointment
are furnished in the explanatory statement to the notice of the ensuing
Annual General Meeting.
Directorsà Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is hereby confrmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the fnancial year and of the
profit or loss of the Company for the period under review;
(iii) that the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) that the Directors have prepared the annual accounts for the year
ended 31st March 2012 on a Ãgoing concernà basis.
The Company is controlled by Arun Bharat Ram Group ("Promoter Group")
being a group as defned under the erstwhile Monopolies and Restrictive
Trade Practices Act, 1969. The Promoter Group consists of various
individuals and corporate bodies who are in a position to and who
jointly exercise control over the Company.
A list of these individuals and corporate entities is as follows: a) Mr
Arun Bharat Ram; b) Mr Ashish Bharat Ram; c) Mr Kartikeya Bharat Ram;
d) Mrs Shiela Bharat Ram; e) Mrs Manju Bharat Ram; f) Mrs Vasvi Bharat
Ram; g) Mrs Radhika Bharat Ram; h) KAMA Holdings Ltd.; i) KAMA Realty
(Delhi) Ltd.; j) Srishti Westend Greens Farms Private Limited; k) Karm
Farms Private Limited; l) Karmav Holdings Private Limited; m) Skylark
Investments & Trading Private Limited; n) Shri Educare Limited.; and o)
Shri Educare Maldives Private Limited.
Buy-back of Shares
The Board of Directors at its meeting held on 26.2.2011 announced
buy-back of fully paid up equity shares for an amount not exceeding Rs
90 crore at a maximum price of Rs 380 per share from the open market
through stock exchanges. The buyback of equity shares as announced was
successfully completed and was closed on 15.2.2012.
Pursuant to the buyback, Company has bought back 30,83,080 fully paid
up equity shares of Rs 10 each from open market at an average price of
Rs 291.89 per share absorbing an amount of Rs 89.99 crore (approx.)
Listing of Equity Shares
SRFÃs equity shares are listed at the Bombay Stock Exchange Ltd. and
the National Stock Exchange of India Ltd.
Corporate Governance
Certifcate of the auditors of your Company regarding compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement with the stock exchanges is attached to the report as
"Annexure à 1".
In compliance with the requirements of Clause 49(V), a certifcate from
Managing Director and the President & Chief Financial Offcer was placed
before the Board.
All Board members and Corporate Leadership Team (CLT) have affirmed
compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Managing
Director is enclosed as a part of the Corporate Governance Report. A
copy of the Code is also placed at the website of the Company
(www.srf.com)
Consolidated Financial Statement
In accordance with the accounting standard (AS-21), your Directors are
pleased to attach the consolidated fnancial statements, which form part
of the Annual Report and Accounts.
Accounts and Audit
The auditors, M/s Deloitte Haskins & Sells retire at the conclusion of
the 41st Annual General Meeting and being eligible, offer themselves
for re-appointment. The observations of the auditors are explained
wherever necessary in appropriate notes to the accounts.
Cost Audit
Pursuant to the various circulars issued by Ministry of Corporate
Affairs, the Company is required to maintain cost records for all the
products being manufactured by it and get the same audited by a cost
auditor.
Mr Harkesh Tara, Cost Accountant, has been appointed to conduct cost
audit of the accounts maintained by the Company for the fnancial year
2012-13 in respect of the products manufactured by Technical Textiles
Business and Engineering Plastics Business.
Mr Sanjay Gupta & Associates, Cost Accountant, has been appointed to
conduct cost audit of the accounts maintained by the Company for the
fnancial year 2012-13 in respect of the products manufactured by
Chemicals Business and Packaging Films Business of the Company.
The Cost Audit report for audit of Ãnylonà products for the year
2010-11 conducted by Mr Harkesh Tara, Cost Accountant (M. No.
M-17321), has been fled with the Ministry of Corporate Affairs on the
due date.
Internal Control System
The CompanyÃs internal control system includes audit and verifcation of
compliance with defned policies and procedures by Internal Audit
Function. The internal auditors independently evaluate the adequacy of
internal controls and audit the sample of the transactions in value
terms. Independence of the audit is ensured by the direct reporting of
internal audit function to the Audit Committee of the Board.
Fixed Deposits
Your Company discontinued accepting/renewing fixed deposits since 14
August 2004. Deposits accepted from Public which have matured and are
unclaimed are being refected under "Unclaimed fixed deposits (including
interest)" in Current Liabilities & Provisions (Schedule 8 to the
annual accounts).
Personnel
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees), Rules, 1975, as
amended, the names and other particulars of employees are set out in
the "Annexure à 2" to the Directorsà Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo
The details as required under the Companies (Disclosure of Particulars
in Report of Board of Directors) Rules, 1988 are given as "Annexure -
3" to the Directorsà report.
Industrial Relations
The Company continued to generally maintain harmonious and cordial
relations with its workers in all its businesses.
Acknowledgements
Your Directors acknowledge with gratitude the co-operation and
assistance received from various agencies of the Central Government and
the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and
Uttarakhand, fnancial institutions and banks. Your Directors thank the
shareholders for their continued support. Your Directors also place on
record their appreciation of the contribution made by employees at all
levels.
For and on Behalf of the Board
Date: May 1, 2012 Arun Bharat Ram
Place: Gurgaon Chairman
Mar 31, 2011
The Directors have pleasure in presenting their Thirty First Annual
Repot together with Audited Accounts for the year ended 31st March,
2011.
1. Financial Results
Year ended Year ended
31st March, 2011 31st March, 2010
Rs. in lacs Rs. in lacs
Profit/(Loss) before
providing for interest &
depreciation & Prior period
Adjustments 559.00 121.01
Less : Interest 30.86 63.05
Less : Depreciation 47.39 47.30
Profit/(Loss) Before Tax 480,75 10.66
Provision for tax 99.04 5.54
Profit/(Loss) After Tax 38171 5.12
Add : Balance brought forward from
previous year (820.70) (825.82)
Add: Transfer to capital redemption
reserve (200.00) -
Balance carried to Balance Sheet (638.99) (820.70)
2. Operations
Net sales during the year at Rs. 1745 lacs (previous year Rs 1299 lacs)
are 34% higher than the previous year. Indian economic growth continued
at a robust rate exceeding 8% during the year, and in the automotive
sector the surge in demand exceeded expectations. Your company
benefited from the growth of demand and has improved its capacity
utilization to keep pace with the production schedules of the
automotive OEMs. The companys focus on productivity improvement
measures has been noteworthy as the performance for the year has been
achieved inspite of a reduction in the work force arising from the VRS
implemented in June, 2009.
The financial results have also been impacted favourably and the
company has made a record profit before tax of Rs.480.75 lacs (Previous
year Rs.10.66 lacs). Even adjusting for the VRS charge of Rs.195 lacs
in the previous year, the growth in the PBT has been 134% over the
previous year. Your company will continue to consolidate its position
and capture growth opportunities during the current year.
No dividend on equity shares has been recommended for the year in order
to conserve resources for future requirements.
3. Public Deposits
The company has not taken fixed deposit during the year. As on
31.3.2011 there are no fixed deposits with the company.
4. Directors
The Board accepted with regret the resignation of Mr. M N Hoda w.e.f.
28th October, 2010 and places on record its appreciation of his
contribution during his tenure.
Ms. H S Zaveri and Mr. J S Maini retire by rotation but being eligible
offer themselves for re-appointment.
5. Finance
Continued attention to working capital management has resulted in a
reduction in interest costs and maintaining inventories and receivables
at reasonable levels. Inspite of rising interest rates in the financial
markets, adequate working capital has been available to the company
from the holding company at favourable rates of interest.
6. Information regarding employees pursuant to section 217(2A) of the
Companies Act, 1956.
There was no employee -
a. employed throughout the period under review, receiving remuneration
in aggregate not less than Rs. 60,00,000/-p.a.
b. employed for the part of the period receiving remuneration not less
than Rs. 5,00,000/- per month
7. Information pursuant to section 217(l)(e)
a. Measures taken for conservation of energy
The company is making all efforts for conservation of energy on a
continuous basis.
The company has replaced 5 nos. of exhaust fans of 1.1 kw each with
Turbo ventilation (which runs without consuming power) for removing hot
air/gases from the plant. This has resulted in cost saving by way of
power saving. The annual savings as a result of these measures
approximate Rs. 3.33 lacs. It has also resulted in reduced heat load of
plant and thus improved working environment.
b. Technology absorption
With the objective of improving productivity as well as quality, during
the year the company has continued its efforts on development of
special purpose machines and toolings, improvements in process
parameters and reduction in cycle times.
The companys engineering staff has successfully replaced old
conventional robotronic valve controlled panel of our Bihler machine
with latest technology micrologic thyrister controlled panel which
helped in minimizing break downs and increased productivity with
quality.
In shell drawing, the type of steel for draw punches has been modified,
resulting in doubling of tool life.
c. Foreign exchange earnings & outgo
Details regarding expenditure and earnings in foreign exchange have
been given in Note Nos. 10 & 11 respectively in Schedule No. 19 of the
audited accounts of the company.
8. Corporate Governance
Pursuant to clause 49 of the listing agreements with the stock
exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Auditors Certificate regarding compliance of conditions of
Corporate Governance are made part of the Annual Report.
The Code of Conduct for directors and Senior Management personnel of
the company, as approved by the Board, has been affirmed on an annual
basis by all the directors and the Plant Head of the Company.
The relevant certification on the various matters specified under
paragraph V of clause 49 has been done by the Assistant General
Manager/Plant Head (CEO) and a Director of the Company (CFO).
9. Directors Responsibility Statement
In accordance with the Companies (Amendment) Act, 2000, the Directors
state that :
i. in the preparation of annual accounts, all applicable Accounting
Standards have been followed and proper explanations relating to
material departures, if any, have been furnished;
ii. accounting policies as listed in the Schedule 18 to the financial
statements have been judiciously selected and consistently applied and
reasonable & prudent judgements and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2011 and of the profit of the Company for the accounting
year ended on that day;
iii. proper and sufficient care for maintenance of adequate accounting
records has been taken in accordance with the provisions of the Act so
as to safeguard the assets of the Company and to prevent and detect
fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis.
10. Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the
ensuing Annual General Meeting and are eligible for re-appointment. The
board recommends their re-appointment. A certificate from the auditors
has been received to the effect that their appointment, if made would
be within the limits prescribed under section 224 (1)(B) of the
Companies Act, 1956.
The product "Bearings" is subject to cost audit under the Central
Government rules. M/s. Ashwin Solanki & Associates, Cost Accountants
have been reappointed as the Cost Auditors for the year ending 31st
March, 2012. The cost audit report for the year ended 31st March, 2010
was reviewed by the audit committee at their meeting held on 22nd July,
2010 and has been filed on 18th August, 2010 well within the due date
of 30th September, 2010. The cost audit for the year ended 31st March,
2011 is in progress and the cost audit report will be filed within the
stipulated time.
11. Acknowledgements
Your Directors acknowledge the valuable support and active involvement
and encouragement by all members of the management team of NRB Bearings
Ltd., towards the improved efficiencies of the company. The Board also
records their appreciation of the support and contribution by the
companys bankers, customers, suppliers and all employees of the
company.
On behalf of the Board
(Ms.) H S ZAVERI
Chairman
Mumbai: April 26, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Thirtieth Annual
Report together with Audited Accounts for the year ended 31st March,
2010.
1. Financial Results
Year ended Year ended
31st March, 2010 31st March, 2009
Rs. in lacs Rs. in lacs
Profit/(Loss) before providing
for interest &
depreciation & Prior period
Adjustments 121.01 269.94
Less: Interest 63.05 71.65
Less: Depreciation 47.30 44.46
Profit/(Loss) Before Tax 10.66 153.83
Provision for tax 5.54 53.54
Profit/(Loss) After Tax 5.12 100.29
Add : Balance brought forward
from previous year (825.82) (926.11)
Balance carried to Balance Sheet (820.70) (825.82)
2. Operations
Net sales during the year at Rs. 1299 lacs (previous year Rs.1240 lacs)
are 4.75% higher than the previous year. The global recovery and the
strong demand revival in the domestic market during the second half of
the financial year resulted in the automotive industry in both the 2/3
wheeler and commercial vehicle segments having substantially higher
offtakes from the company. The company has responded to the spurt in
demand by increasing production levels, inspite of a reduction in the
work force arising from the VRS (Voluntary Retirement Scheme)
implemented in June, 2009.
The company has made a lower profit before tax of Rs. 10.66 lacs
(previous year Rs.153.83 lacs) as a result of the impact of the
payments aggregating to Rs.195 lacs made to workmen consequent upon
their opting for VRS. The profit before tax, adjusted for the VRS
payment is higher at Rs.206.04 lacs. The continuing focus on
improvement in efficiencies, has enabled the improved performance and
will help the company sustain reasonable growth in net sales and
profits in the current year.
No dividend on equity shares has been recommended for the year.
3. Public Deposits
The company has not taken fixed deposit during the year. As on
31.3.2010 there are no fixed deposits with the company.
4. Directors
Mr.S C Rangani and Mr. V S Iyer retire by rotation but being eligible
offer themselves for re- appointment.
5. Finance
Inventory and receivable levels have been closely monitored considering
the growth in demand since November09. Rising interest rates in the
financial markets have resulted in an increase in interest costs for
the year. However adequate working capital has been available to the
company from the holding company at favourable rates of interest.
6. Voluntary Retirement Scheme (VRS)/Wage Settlement for workmen
The company implemented a VRS Scheme in June 2009. 50 workmen had opted
for the scheme and their accounts have been settled. With the reduced
manpower the restructured management team have achieved sales valued at
Rs. 12.69 croresfor bearings and components and additionally Rs.0.30
crores for machines and toolings, by motivating all employees to
perform with enhanced productivity. The revised strength of employees
at Ranchi was 126 as on 31st March, 2010 as against 189 as on
31.3.2009. The aggregate cash outflows on account of the VRS was Rs.195
lacs. There have been considerable savings in employee costs since June
2009 to offset the above outflows.
The management has entered into a revised wage agreement with the
workmen from 1st October, 2009. The earlier settlement had expired on
31st March, 2008 and the company had deferred the negotiations for the
new wage settlement on account of the difficult market conditions. As
part of the settlement the company has paid an ex-gratia amount
aggregating Rs 2 lacs for the period July, 2009 to September,2009. In
addition the expected cost of wage increases is Rs 14 lacs per annum.
However as the new wage agreement is linked with the number of bearings
produced in a month for the workmen to be eligible for higher wages,
productivity increases, improved quality and reduced wastage plus lower
downtime are expected to result in enhanced profitability for the
company.
7. Information regarding employee pursuant to section 217(2A) of the
Companies Act, 1956.
There was no employee -
a. employed throughout the period under review, receiving remuneration
in aggregate not less than Rs.24,00,000/- p.a.
b. employed for the part of the period receiving remuneration not less
than Rs.2,00,000/- per month
8. Information pursuant to section 217(1)(e)
a. Measures taken for conservation of energy
The company is making all efforts for conservation of energy on a
continuous basis.
The other specific measure is the replacement of 1.1 KW A C Motor in
pneumatic press used in the manufacture of bearing components. The
annual savings as a result of these measures is Rs. 30202/-. Break down
frequency is also minimized and productivity enhanced.
b. Technology absorption
With the objective of improving productivity as well as quality, during
the year the company has continued its efforts on development of
special purpose machines and toolings, improvements in process
parameters and reduction in cycle times.
The companys engineering staff have successfully replaced relay logic
panels with microprocessor panels in various machines which have helped
in minimizing break downs
Also, assembly operations have been successfully automated resulting in
improved manpower productivity.
c. Foreign exchange earnings & outgo
Details regarding expenditure and earnings in foreign exchange have
been given in Note Nos. 11 & 12 respectively in Schedule No. 19 of the
audited accounts of the company.
9. Corporate Governance
Pursuant to clause 49 of the listing agreements with the stock
exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Auditors Certificate regarding compliance of conditions of
Corporate Governance are made part of the Annual Report.
The Code of Conduct for directors and Senior Management personnel of
the company, as approved by the Board, has been affirmed on an annual
basis by all the directors and the Plant Head of the Company.
The relevant certification on the various matters specified under
paragraph V of clause 49 has been done by the Asst. General Manager &
Plant Head and a Director of the Company.
10. Directors Responsibility Statement
In accordance with the Companies (Amendment) Act, 2000, the Directors
state that :
i. in the preparation of annual accounts, all applicable Accounting
Standards have been followed and proper explanations relating to
material departures, if any, have been furnished;
ii. accounting policies as listed in the Schedule 18 to the financial
statements have been judiciously selected and consistently applied and
reasonable & prudent judgements and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2010 and of the profit of the Company for the accounting
year ended on that day;
iii. proper and sufficient care for maintenance of adequate accounting
records has been taken in accordance with the provisions of the Act so
as to safeguard the assets of the Company and to prevent and detect
fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basi
11. Auditors
M/s. A. F. Ferguson & Co., have declined re-appointment as Auditors of
the company. M/s. Deloitte Haskins & Sells, Chartered Accountants, have
agreed to be appointed as Auditors and the Board recommends the
appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as
the Auditors of the Company.
A certificate from the auditors has been received to the effect that
their appointment, if made, would be within the limits prescribed under
section 224(1B) of the Companies Act, 1956.
The product "Bearings" is subject to cost audit under the Central
Government rules. M/s. Ashwin Solanki & Associates, Cost Accountants
have been reappointed as the Cost Auditors for the year ending 31st
March, 2011.
12. Acknowledgements
Your Directors acknowledge the valuable support and active involvement
by all members of the management team of NRB Bearings Ltd. The Board
also records their appreciation of the support and contribution by the
companys bankers, customers, suppliers and all employees of the
company.
On behalf of the Board
(Ms.) H S ZAVERI
Chairman
Mumbai: May 14, 2010
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on SRF Ltd.
-
SRF Ltd. Tools
- Bulk Deals
- Block Deals
-
SRF Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- Rights
- BSE Price History
- NSE Price History
-
SRF Ltd. Key Financial Ratios
- Ratios
-
SRF Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
SRF Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
SRF Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
SRF Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
-
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
-
Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+