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Directors Report of ABC Bearings Ltd.

Mar 31, 2016

To the Members,

The Directors are pleased to present the Fifty-fifth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS:

Year ended 31.03.2016 Rs in Lacs

Year ended 31.03.2015 Rs in Lacs

Gross Profit before Interest, Depreciation and Tax

2787.65

2215.27

Less:

Finance Costs

697.84

562.28

Depreciation

1251.49

1172.09

Profit before Tax

838.32

480.90

Less:

Provision for tax

Current Tax

180.00

97.00

MAT credit entitlement

(172.98)

(96.25)

Deferred Tax (Charge)/Credit

283.35

62.02

Profit after Tax

547.95

418.13

Add:

Balance brought forward from previous year

998.51

988.36

Less:

Carrying amount of Fixed Assets adjusted as per Companies Act, 2013

-

59.95

Amount available for appropriations

1546.46

1346.54

Appropriations:

Proposed Dividend

231.00

231.00

Tax on proposed dividend

47.03

47.03

Transfer to General Reserves

100.00

70.00

Balance carried to Balance Sheet

1168.43

998.51

1546.46

1346.54

OPERATIONS:

Automotive Division:

With improved traction on the sales front, the overall Commercial Vehicle sector has returned positive numbers in 2015-16 due to the increase in spending on infrastructure and benign fuel prices. During fiscal 2015-16, Heavy and Medium Commercial Vehicles maintained their growth curve. The strong sales, was attributed to fleet operators replacing their aging fleets. After struggling for more than two years, the LCV segment has seen the green shoots of recovery and entered positive territory.

Indian Tractor Industry 2015-2016:

Farm sentiments continue to remain weak. The decline which started in October 2014 continued during the year registering a degrowth of 9% for domestic sales. The demand in the market continues to be marred by weak farm sentiments, a result of stressed farm incomes on account of consecutive crop failures, and a second consecutive year of weak south-west monsoon.

Despite of the sluggish tractor industry & marginal growth in LCV segment, the Company was able to achieve top line growth with the help of M&HCV segment growth and various initiatives taken for increasing the aftermarket sales and getting approvals for Industrial Bearings.

Industrial Bearing and Big Bearing Division:

Though the market for Industrial Bearings in India is large, the challenges faced are difficult than those faced in the automotive segment.

There are more than 2000 varieties of bearing part numbers with low volumes. The applications are very wide and critical needing very long validation periods, sometimes more than a year or two. Being a late entrant, it poses the challenge of replacing an established supplier.

In spite of the above, your Company has inched up in overcoming the challenges in many industries such as material handling, construction, agricultural, process and wind energy and products are slowly but surely getting customer acceptance.

Your Company is confident of increasing volumes for Industrial Bearings in the coming years thereby reducing its dependence on its traditional markets, the Commercial Vehicle and Tractors.

DIVIDEND:

The Directors recommend a dividend of R 2/- (20%) per Share for the financial year ended 31st March, 2016, if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Members as on 27th July, 2016 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on that date.

COLLABORATION:

The Technical Assistance Agreement with NSK Ltd., Japan, expired on 31st March, 2016. Since the Company has absorbed substantial technology in the respective areas, has chosen not to extend the same.

FIXED DEPOSITS:

During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the TS 16949 as well as the ISO 14001 certifications. The OE customers continue to repose their confidence with self-certification status for the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year ended 31st March, 2016. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from;

ii. they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations 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 as at 31st March, 2016 and of the profit of the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records 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. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31st March, 2016; and

vi. proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31st March, 2016.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. S. M. Patel retires by rotation and being eligible, offers himself for reappointment. Necessary resolution is being proposed for his reappointment as Director at the ensuing Annual General Meeting of the Company. A brief resume and particulars relating to him are given separately under the report on Corporate Governance.

KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as KMP as on 31st March, 2016:

- Mr. P.M. Patel, Managing Director

- Mr. S.K. Choudhary, Chief Financial Officer

- Mr. S.B. Desai, Company Secretary

None of the Key Managerial Personnel has resigned during the year ended 31st March, 2016.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have carried out annual performance evaluation of the Board of Directors as a whole and have come to the conclusion that the Board meets expectations.

INDEPENDENT DIRECTORS’ DECLARATION:

The Company has received the declarations in the prescribed format from each Independent Director confirming that they meet the criteria of independence as envisaged in the provisions of Section 149 of the Companies Act, 2013, read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has formulated a Comprehensive CSR policy in line with the Companies Act, 2013. In line with the CSR policy, the following activities are undertaken by the Company:

- Shouldering Education Responsibility.

In this field we are supporting an English Medium School in rural area of Gujarat, which has an enrolment of approximately 600 students.

- We provide facility for Outdoor and Indoor sports and activities through a Sports Complex at Bharuch.

- For the Youth:

An Academy is established to coach youngsters in cricket and other outdoor sports.

- Providing shelter and food to the needy in disaster situation.

- We have established facility for processing part of the waste generated by the Company to produce organic fertilizer. We assist neighboring establishments to set up such facilities. The fertilizer produced is not only used by the Company but also public at large and whoever requires the same.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) Rules, 2014, is set out as “Annexure (A)” to this Report.

AUDITORS:

Statutory Auditors:

The Statutory Auditors, M/s. Parikh & Shah, Chartered Accountants, Mumbai (Firm Registration Number: 107528W) were appointed as Statutory Auditors of the Company in the 53rd Annual General Meeting of the Company held on 17th July, 2014 for a period of three consecutive years, subject to ratification by members every year in the Annual General Meeting. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors propose ratification of their appointment in 55th Annual General Meeting until conclusion of 56th Annual General Meeting of the Company.

Secretarial Auditor:

Mr. D.M. Dalal, a Practising Company Secretary, was appointed as Secretarial Auditor, to carry out Secretarial Audit of the Company. In terms of provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit Report has been annexed to this Report “(Annexure B)”.

Cost Auditors:

M/s. B.J.D. Nanabhoy & Co., Cost Accountants were appointed as Cost Auditors to carry out the audit of the cost records of the Company for the Financial Year ended 31st March, 2016. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors propose their appointment for the year ending 31st March, 2017.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditors’ reports:

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditors’ reports, requiring explanation or comments by the Board.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out as “Annexure (C)” to this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure (D)” to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of employees drawing remuneration in excess of the limits set out in the said rules forming part of this report is given in the Annexure to this Report. However, pursuant to provisions of Section 136(1) of The Companies Act, 2013, all reports and accounts are sent to all the shareholders of the Company except this annexure. Any shareholder, interested in inspecting this report, can visit our registered office or write to the Company Secretary for a copy of it.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report “(Annexure E)”.

MANAGEMENT’S DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed review of operations, performance and future outlook of the Company is covered under separate Annexure to this report as Management’s Discussion and Analysis “(Annexure F)”.

CORPORATE GOVERNANCE:

A separate Section on Corporate Governance is included in the Annual Report in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with Auditors’ Certificate confirming the compliance of conditions on Corporate Governance and the same is annexed thereto “(Annexure G)”.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Jal R. Patel, Chairman, Mr. Nalin M. Shah and Mr. S.M. Patel are members. Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

The Board has accepted all the recommendations made by Audit Committee during the year.

POLICY ON NOMINATION AND REMUNERATION:

The Company’s policy on Nomination and Remuneration is framed with objectives as under:

1. To formulate criteria and advise the Board in matters of determining qualifications, competencies, positive attributes and independence of Directors, and policies relating to their appointment and removal;

2. To review corporate goals and objectives, to set norms of performance evaluation and to lay out remuneration principles for Directors, KMP and Senior Management linked to their effort, performance and contribution towards achievement of organizational goals;

3. To evaluate performance and give recommendations to the Board on remuneration payable to the Directors, KMP and Senior Management; and

4. To review and recommend to the Board, measures to retain and motivate talent including KMP and Senior Management Personnel with a view to ensuring long term sustainability and competitiveness of the organization.

Criteria and Qualification for Nomination and Appointment:

A person to be appointed as Director, KMP or at Senior Management level should possess adequate and relevant qualification, expertise and experience for the position that he/she is being considered for. The Nomination and Remuneration Committee (NRC) will evaluate whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position and the NRC will make appropriate recommendations to the Board of Directors.

Policy on Remuneration:

1. The remuneration (including revisions) to Directors is recommended by NRC to the Board for approval. The remuneration (including increments) to the Directors, so recommended by NRC to the Board, should be within the limits under the Companies Act, 2013 read with the Rules there under and as approved by the shareholders of the Company.

2. None of the Directors (including Independent Directors) shall be entitled to any stock option of the Company.

3. While determining Remuneration to KMP, Senior Management Personnel and other employees, the Company encourages superior performance. The objective is to set the total remuneration at levels to attract, motivate, and retain high-calibre, and high potential personnel in a competitive market.

MEETINGS:

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

No related party transactions were entered into during the financial year.

The policy on Related Party Transactions as approved by the Board is posted on the Company’s website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. No complaints have been received by the Committee during the year.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year.

For and on behalf of the Board

Place : Mumbai S. M. PATEL

Date : 10th May, 2016. Chairman


Mar 31, 2015

To the Members,

The Directors are pleased to present the Fifty-Fourth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS: Year ended Year ended 31.03.2015 31.03.2014

Gross Profit before Interest, Depreciation 2215.27 2091.77 and Tax

Less: Finance Costs 562.28 401.82

Depreciation 1172.09 989.00

Profit before Tax 480.90 700.95

Less: Provision for tax Current Tax 97.00 152.50

MAT credit entitlement (96.25) (144.94)

Deferred Tax (Charge)/Credit 62.02 (230.17)

Profit after Tax 418.13 463.22

Add: Balance brought forward from previous year 988.36 841.40

Less: Carrying amount of Fixed Assets adjusted as per Companies Act, 2013 59.95 -

Amount available for appropriations 1346.54 1304.62

Appropriations:

Proposed Dividend 231.00 231.00

Tax on proposed dividend 47.03 39.26

Transfer to General Reserves 70.00 46.00

Balance carried to Balance Sheet 998.51 988.36

1346.54 1304.62 OPERATIONS:

Automotive Division:

During the year under review, the Commercial Vehicle Manufacturing segment as a whole continued to be depressed showing negative growth, however, the production in medium and heavy Commercial Vehicles showed marginal improvement.

The Tractor Industry experienced sharp decline in production from October 2014 onwards registering a negative growth for the year. Despite the slowdown in Commercial Vehicle & Tractor segments, the Company was able to achieve a moderate top line growth. In order to reduce costs, the user industry in the recessionary period, continues to source low cost bearings from abroad, especially China, posing a challenge for the Company to retain market share and margins.

In spite of the Government's intention to kick start the activities in the infrastructure and other manufacturing activities, there has not been any major improvement, resulting in sluggish demand for the Commercial Vehicles and Tractors. The low industrial activity continues to dampen the industrial bearing division and the aftermarket.

Industrial Bearing and Big Bearing Division:

In order to diversify the product portfolio, your Company made large investments in building the Industrial Bearing Division, however due to low level of industrial activity, the demand for industrial bearings is soft and your Company continues to be dependent on the Commercial Vehicle and the Tractor Industry's business.

The Company has successfully developed several types of Spherical Roller Bearings for construction machinery, industrial gears, agricultural engineering equipment, metal production, food processing and material handling industries. The division has also successfully developed Slewing Bearings for the Defence & Wind Turbine Industry. The products have been well accepted by the customers.

The sales in this Division though higher than the previous year were not to the satisfaction of the Company. We are confident that with the Government's initiatives to open up the mining and infrastructure segments, the industrial activity in the Country will pick up and this division will grow well.

DIVIDEND:

The Directors recommend a dividend of R2/- (20%) per Share for the financial year ended 31st March, 2015, if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Members as on 11th August, 2015 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on that date.

COLLABORATION:

The Collaboration with NSK Ltd., Japan, continues to be active and the Company is receiving the requisite support whenever required.

JOINT VENTURE COMPANY:

During the year under review, the Joint Venture Company changed the status from closely held Public Company to Private Limited Company with the result the name has changed to "NSK-ABC Bearings Private Limited".

The sales revenue of the Joint Venture Company registered a modest increase in sales during the year over the previous year, mainly attributable to the increase in exports as the domestic customers continued to function under recessionary pressure. The Joint Venture has attained breakeven and expects to show good growth once the economy picks up.

FIXED DEPOSITS:

The Company repaid all the fixed deposits with interest during the year pursuant to the provisions of Section 74(1) of the Companies Act, 2013. There are no unclaimed deposits.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the TS 16949 as well as the ISO 140001 certifications. The OE customers continue to repose their confidence with self-certification status for the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013, the Directors report that: -

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departures therefrom;

ii. they 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 and the Cash Flows of the Company for that year;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records 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. they had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively; and

vi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

DIRECTORS:

The Board of Directors met four times during the year under review. The Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Board of Directors has appointed Ms. Jolly Plammoottil Abraham as Additional Director of the Company in the category of Woman Director with effect from 23rd March, 2015. Her term of office expires at the forthcoming Annual General Meeting pursuant to the provisions of Section 161(1) of the Companies Act, 2013. An ordinary resolution is proposed at the forthcoming Annual General Meeting to appoint her as an Independent Director.

The term of office of Mr. Nalin Shah who was appointed as a Director in the casual vacancy caused due to demise of Mr. C. U. Shah expires at the forthcoming Annual General Meeting pursuant to the provisions of Section 161(4) of the Companies Act, 2013. An ordinary resolution is proposed at the forthcoming Annual General Meeting to appoint him as an Independent Director.

A special resolution is proposed to reappoint Mr. T. M. Patel as Executive Director for a period of three years with effect from 1st April, 2015.

In accordance with the requirements of the Companies Act, 2013, Mr. P.M. Patel and Mr. T. M. Patel retire by rotation and being eligible, offer themselves for reappointment. Necessary resolutions are being proposed for their reappointment as Directors at the ensuing Annual General Meeting of the Company.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

Audit Committee:

The Board has reconstituted Audit Committee pursuant to the provisions of Sections 177(1) of the Companies Act, 2013. The Composition of Audit Committee is as under:

1. Mr. Jal R. Patel - Chairman

2. Mr. Nalin M. Shah - Member

3. Mr. S.M. Patel - Member.

The Board has accepted all the recommendations made by Audit Committee during the year.

Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Risk Management Policy:

The Company has well defined Risk Management Policy and potential risks have been identified. The Audit Committee discusses the various risks at regular intervals and the necessary steps are taken to reduce the impact of risks.

RELATED PARTY TRANSACTIONS:

No related party transactions were entered into during the financial year.

The policy on Related Party Transactions as approved by the Board is posted on the Company's website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with BSE Limited. A separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has formulated a Comprehensive CSR policy in line with the Companies Act, 2013. In line with the CSR policy, the following activities are undertaken by the Company:

- Shouldering Education Responsibility.

In this field we are supporting an English Medium School, in rural area of Gujarat, which has an enrolment of approximately 600 students.

- We provide facility for Outdoor and Indoor sports and activities through a Sports Complex at Bharuch.

- For the Youth:

An Academy is established to coach youngsters in cricket and other outdoor sport.

- Providing shelter and food to the needy in disaster situation.

- We have established facility for processing part of the waste generated by the Company to produce organic fertilizer. We assist neighbouring establishments to set up such facilities. The fertilizer produced is not only used by the Company but also public at large and whoever requires the same.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) Rules, 2014, is set out as 'Annexure (A)" to this Report.

SECRETARIAL AUDIT:

The Company has appointed Mr. Devang Dalal, a Company Secretary in Whole time Practice to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit is set out as "Annexure (B)" to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out as "Annexure (C)" to this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure (D)" to this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditors were appointed for a period of three years at the last Annual General Meeting subject to ratification of their appointment every year. You are requested to ratify their appointment pursuant to the provisions of Section 139 of the Companies Act, 2013.

PARTICULARS RELATING TO EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure (E)" to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received : Nil No. of complaints disposed off : N. A.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year. For and on behalf of the Board

Place : Mumbai S. M. PATEL Date : 5th May, 2015. Chairman


Mar 31, 2014

The Directors are pleased to present the Fifty-third Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Year ended Year ended 31.03.2014 31.03.2013 Rs. in Lacs Rs. in Lacs

Gross Profit before Interest, Depreciation and Tax 2091.77 1952.21

Less: Finance Costs 401.82 314.92

Depreciation 989.00 856.31

Profit before Tax 700.95 780.98

Less: Provision for tax

Current Tax 152.50 157.50

MAT credit entitlement (144.94) (153.35)

Deferred Tax (Charge)/Credit (230.17) (246.40)

Profit after Tax 463.22 530.43

Add: Balance brought forward from previous year 841.40 701.79

Amount available for appropriations 1304.62 1232.22

Appropriations:

Proposed Dividend 231.00 288.75

Tax on proposed dividend 39.26 49.07

Transfer to General Reserves 46.00 53.00

Balance carried to Balance Sheet 988.36 841.40

1304.62 1232.22

OPERATIONS:

The Commercial Vehicle Industry as a whole continued to be depressed showing negative growth once again which was in excess of 20%. The production dropped even further in medium and heavy commercial vehicles, a segment in which the Company supplies large quantum of bearings. The Tractor Industry grew at a healthy rate of 20% and the Company continues to enjoy a good share of business in this segment. In order to save cost in the recessionary period, the sourcing of low cost bearings by the user industry continues to increase, posing a challenge for the Company to retain market share.

The aftermarket business was severely affected by the industrial slow-down. The movement of commercial vehicles which are generally on road for 20 days in a month, dropped substantially due to low availability of cargo, thus reducing the replacement cycle of consumable parts in a vehicle, resulting in low consumption of such parts including bearings in the aftermarket.

In order to mitigate the difficult situation and to have long term sustainability, the Company introduced several new offerings for actual users and the aftermarket. These products have been well received in both the domestic and export market and should show good growth in the future.

The recessionary trend had an impact on both sales and production of the company''s plants especially, the Uttarakhand plant, the products of which cater mainly to the commercial vehicle manufacturers in Uttarakhand.

The sales in the Industrial and Big Bearing Division continues to increase with addition of customers and as the product range gets extended, the production level have yet to reach break-even levels. The Company has successfully developed several types of Spherical Roller Bearings for construction machinery, industrial gears, agricultural engineering equipment, metal production, food processing and material handling industries. The division has also successfully developed Slewing Bearings for the Defense & Wind Turbine Industry. The products have been well accepted by the customers.

We are confident that as the industrial activity in the Country picks up, this division will grow well.

As the demand from the user Industry reduced especially the auto industry the Company was forced to decrease the activity of manufacturing, however, it continued on its long term plans of upgrading its facilities and installing new machineries such as low energy consuming heat treatment facility and state of the art grinding lines.

The turnover was naturally lower not only as end users reduced production but also due to inventory correction at their end. Your Directors feel that the situation should improve from the latter part of the current year.

DIVIDEND:

The Directors are pleased to recommend a dividend of Rs. 2/- (20%) per Share for the financial year ended 31st March, 2014, if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Members as on 17th July, 2014 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on that date.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy of striving to pay stable dividend linked to long term performance, keeping in view the Company''s need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum. Your Directors believe that this would increase shareholder value and eventually lead to a higher return threshold.

COLLABORATION:

The Collaboration with NSK Ltd., Japan, continues to be active and the Company is receiving the requisite support whenever required.

JOINT VENTURE COMPANY:

The Joint venture Company, NSK-ABC Bearings Limited continues to grow every year meeting the demands of the passenger car and related segments.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the TS 16949 as well as the ISO 140001 certification. The OE customers continue to repose their confidence with self- certification status for the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors report that: -

i. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. such accounting policies have been selected and applied consistently and the judgments and estimates made 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 or Loss of the Company for that year.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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.

DIRECTORS:

In accordance with the requirements of the Companies Act, 2013, Mr. S. M. Patel retires by rotation and being eligible, offers himself for reappointment. Necessary resolution is being proposed for his reappointment as Director at the ensuing Annual General Meeting of the Company.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with BSE. A separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 139 of the Companies Act, 2013.

COST AUDITORS:

In pursuance of Section 148 of the Companies Act, 2013, your Directors have appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants, as the Cost Auditors to conduct cost audit of the product ''Bearing'' for the year 2014-15, subject to the approval of the Central Government. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 139 of the Companies Act, 2013.

PARTICULARS RELATING TO EMPLOYEES:

Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure forming part of the Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company for a copy.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year.

For and on behalf of the Board

Place : Mumbai S. M. PATEL

Date : 9th May, 2014. Chairman


Mar 31, 2013

To the Members,

The Directors are pleased to present the Fifty-second Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Year ended Year ended 31.03.2013 31.03.2012 Rs. in Lacs Rs.in Lacs

Gross Profi t before Interest, Depreciation and Tax 1952.21 3028.07

Less: Finance Costs 314.92 143.96

Less: Depreciation 856.31 647.09

Profi t before Tax 780.98 2237.02

Less: Provision for tax

Current Tax 157.50 500.00

MAT credit entitlement (153.35)

Deferred Tax (Charge)/Credit (246.40) (202.76)

Profi t after Tax 530.43 1534.26

Add: Balance brought forward from previous year 701.79 838.72

Amount available for appropriations 1232.22 2372.98

Appropriations:

Proposed Dividend 288.75 577.50

Tax on proposed dividend 49.07 93.69

Transfer to General Reserves 53.00 1000.00

Balance carried to Balance Sheet 841.40 701.79

1232.22 2372.98

OPERATIONS:

Demand for heavy and medium commercial vehicles and tractors was adversely hit due to lack of confi dence in the market. The Company did not receive orders as per the projections given by its customers. It resulted in lower production and sales. The input cost increased due to increase in fuel prices, high interest rates and also the depreciation of the Rupee.

The Company substantially renovated its plant at Bharuch and the same was appreciated by its valued customers.

The Company has also taken cost cutting measures which have started giving results. These measures will continue during the current year.

Uttarakhand Plant:

The operations at Uttarakhand plant have stabilised. However, production suffered due to reduction in demand.

Slewing Bearings:

The slewing and industrial bearing unit has successfully started supplies. The Company has added the necessary testing facilities to meet customer requirements. Many of the fi xtures and some test equipments were designed and manufactured in-house to reduce the fi nancial burden. The design, manufacturing and marketing operations were strengthened during the year.

Increase in Capacity:

The market conditions led the Company to reduce or defer the large capex which was originally planned to meet the projections initially given by the customers. Two new lines were commissioned during the year. However, some machines which used in advance stage of manufacture at the suppliers end could not be deferred and have been installed during the year.

Turnover:

The turnover was lower due to reduced production at our customers end as well as their inventory correction. Your Directors feel that the situation will improve from the later part of the current year.

DIVIDEND:

The Directors are pleased to recommend a dividend of Rs. 2.50/- (25%) per Share for the fi nancial year ended 31st March, 2013, if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Members as on 16th July, 2013 and (ii) to those whose names as benefi cial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on that date.

The dividend payout for the year under review has been formulated in accordance with the Company''s policy of striving to pay stable dividend linked to long term performance, keeping in view the Company''s need for capital, its growth plans and the intent to fi nance such plans through internal accruals to the maximum. Your Directors believe that this would increase shareholder value and eventually lead to a higher return threshold.

COLLABORATION:

The Collaboration with NSK Ltd., Japan, continues to be active and the Company is receiving the requisite support whenever required.

JOINT VENTURE COMPANY:

The Joint Venture Company NSK-ABC Bearings Limited continues to increase its production capacity to meet the increased de- mand for existing as well as new customers. It will provide support to expand business volumes and customers.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the TS 16949 as well as the ISO 140001 certifi cation. The OE customers continue to repose their confi dence with self-certifi cation status for us.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors report that: -

i. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. such accounting policies have been selected and applied consistently and the judgments and estimates made 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 fi nancial year and of the Profi t or Loss of the Company for that year.

iii. proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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.

DIRECTORS:

Mr. C.U. Shah expired on 31st January, 2013. He joined the Board of Directors of the Company on 17th October, 1961.

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Y.H. Malegam retires by rotation at this Annual General Meeting. He has expressed his desire not to seek re-election. The Company does not intend to fi ll the vacancy caused by the retirement of Mr. Y. H. Malegam.

The Board of Directors place on record its appreciation for valuable services rendered by Mr. C.U. Shah and Mr. Y.H. Malegam during their long tenure of directorships with the Company.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with BSE. A separate report on Corporate Governance along with Auditors'' Certifi cate on its compliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditors of the Company, hold offi ce until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received confi rmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS:

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants, as the Cost Auditors to conduct cost audit of the product ''Bearing'' for the year 2013-14, subject to the approval of the Central Government. The Company has received confi rmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS RELATING TO EMPLOYEES:

Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure forming part of the Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Offi ce of the Company or write to the Company for a copy.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year.

For and on behalf of the Board

Place: Mumbai S. M. PATEL

Date: 13th May, 2013. Chairman


Mar 31, 2012

The Directors are pleased to present the Fifty-first Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Year ended Year ended 31.03.2012 31.03.2011 Rs.in lacs Rs.in lacs

Gross Profit before Interest, Depreciation and Tax 3028.07 4676.63

Less: Interest & Finance Charges 143.96 53.56

Depreciation 647.09 419.53

Profit before Tax 2237.02 4203 54 Less: Provision for tax

Current Tax (500.00) (1200.00)

Income Tax for earlier years - (20.07)

Deferred Tax (Charge)/Credit (202.76) (156.72)

Profit after Tax 1534.26 2826.75

Add: Balance brought forward from previous year 838.73 617 40

Amount available for appropriations 2372.98 3444 15 Appropriations:

Proposed Dividend 577.50 693 00

Tax on proposed dividend 93.69 112.42

Transfer to General Reserves 1000.00 1800.00

Balance carried to Balance Sheet 1671.19 838.73

2372.98 3444.15

OPERATIONS:

The year under report has shown slow down in economy since the third quarter, especially in commercial vehicles and tractor segment, the sector in which your Company has a large presence. The rising input costs and rise in interest rates have put pressure on margins as well. Rise in imports from China by Original Equipment Manufacturers (OEMs) resulted in lower sales realization.

As the Commercial Vehicle and the tractor industry, a segment in which your Company has a large presence also slowed down, the sales in the last quarter of the year were very much restricted resulting in higher finished goods inventory.

Uttarakhand Plant:

The plant at Uttarakhand which commenced production during March, 2011 is fast stabilizing and showed profits during the year. The facility continues to service the industries largely in that state. The plant achieved TS:16949 certification.

Slewing Bearings:

The slewing bearing plant which was commissioned during last year, could not contribute significantly to cater to either the top or the bottom line due to the longer gestation period required for the products.

Increase in Capacity:

All the plants except the slewing bearing plant ran near full capacity.

The large capex planned for the year under review was partly put on hold due to the economic uncertainties prevailing. Part of these investments will be made during the current year, and your Company will continue with its investment plan with much caution and focus on value added services to its customers.

Turnover:

The turnover for the year under review was lower than the previous year due to the inventory corrections made by the customers and shift in their product mix and procurement policies.

DIVIDEND:

The Directors are pleased to recommend a dividend of ' 5/- (50%) per Share for the financial year ended 31st March 2012, if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Members as on 3rd August, 2012 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on that date.

The dividend payout for the year under review has been formulated in accordance with the Company's policy of striving to pay stable dividend linked to long term performance, keeping in view the Company's need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum. Your Directors believe that this would increase shareholder value and eventually lead to a higher return threshold.

COLLABORATION:

The Collaboration with NSK Ltd., Japan, continues to be active and the Company is receiving the requisite support whenever required.

JOINT VENTURE COMPANY:

The Joint Venture Company NSK-ABC Bearings Limited's top line has been performing as per its business plans. It is in the process of establishing its business activities and we should see positive cash flow in the years to come.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the ISO 14001:2004 Certification for Environment Management, and the ISO/TS 16949 Certification for Quality Systems. Most of our OEM customers have given self-certification responsibility to the Company for direct supplies online.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors report that: -

i. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. such accounting policies have been selected and applied consistently and the judgments and estimates made 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 or Loss of the Company for that year.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association of the Company, Mr. C.U. Shah and Mr. Jal R. Patel retire by rotation and being eligible, have offered themselves for reappointment. Necessary resolutions are being proposed for their reappointment as Directors at the ensuing Annual General Meeting of the Company.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with BSE. A separate report on Corporate Governance along with Auditors Certificate on its compliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS:

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants, as the Cost Auditors to conduct cost audit of the product 'Bearing' for the year 2012-13, subject to the approval of the Central Government. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS RELATING TO EMPLOYEES:

Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure forming part of the Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company for a copy.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year.

For and on behalf of the Board

Place: Mumbai S. M. PATEL

Date: 11th May, 2012. Chairman


Mar 31, 2011

The Directors are pleased to present the Fiftieth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Year ended Year ended

31.03.2011 31.03.2010

Rs. in lacs Rs. in lacs

Gross Profit before Interest, Depreciation and Tax 4676.63 3593.97

Less: Interest & Finance Charges 53.56 69.73

Depreciation 419.53 422.67

Profit before Tax 4203.54 3101.57

Less: Provision for tax

Current Tax (1200.00) (1030.00)

Income Tax for earlier years (20.07) -

Deferred Tax (Charge)/Credit (156.72) (17.13)

Profit after Tax 2826.75 2054.44

Add: Balance brought forward from previous year 617.40 569.04

Amount available for appropriations 3444.15 2623.48

Appropriations:

Proposed Dividend 693.00 519.75

Tax on proposed dividend 112.42 86.33

Transfer to General Reserves 1800.00 1400.00

Balance carried to Balance Sheet 838.73 617.40

3444.15 2623.48

OPERATIONS:

With the Indian economy back on the growth path, the year under review was a satisfying one for the Company. The growth in the automotive sector in which your Company sells majority of its products surpassed all expectations. Therefore the demand for the Companys products remained robust throughout the year. The Company utilised near full capacity to meet the increased demand for its products.

The plant in Uttarakhand commenced its operations as scheduled and ramp up of production commenced gradually in line with the customers requirements.

The slewing and large bearing project was completed on schedule and within budget. Commercial production commenced in March 2011. A number of enquiries from various customers have been received and the Company is confident of improving the capacity utilisation during the year.

With all around good economic growth especially in the auto sector, the Company has posted its best ever sales of Rs. 200.27 crores representing a 24% growth over the previous year in its fiftieth year of operations.

With the improved capacity utilisation and keeping the costs under control, the Company was able to improve on all the margins and post a good profitability for the year under review.

DIVIDEND:

The Directors are pleased to recommend a dividend of Rs. 6/- (60%) per Share for the financial year ended 31st March 2011, including Golden Jubilee Special Dividend of Rs. 1/- per share (10%) which, if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Members as on 29th July, 2011 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on that date.

The dividend pay out for the year under review has been formulated in accordance with the Companys policy of striving to pay stable dividend linked to long term performance, keeping in view the Companys need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum. Your Directors believe that this would increase shareholder value and eventually lead to a higher return threshold.

COLLABORATION:

The Collaboration with NSK Ltd., Japan, continues to be active and the Company is receiving the requisite support whenever required.

JOINT VENTURE COMPANY:

The Joint Venture Company NSK-ABC Bearings Limiteds top line has been performing as per its business plans. It is in the process of establishing its business activities and we should see positive cash flow in the years to come.

SALE OF SHARES:

During the year under review, the Company sold its entire holding in Mipco Seamless Rings (Gujarat) Limited for Rs. 31.55 lacs pursuant to Share Purchase Agreement entered as per SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the ISO 14001:2004 Certification for Environment Management, and the ISO/TS 16949 Certification for Quality Systems. Most of our OEM customers have given self-certification responsibility to the Company for direct supplies online.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors report that: -

i. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. such accounting policies have been selected and applied consistently and the judgments and estimates made 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 or Loss of the Company for that year.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association of the Company, Mr. S.K. Diwanji and Mr. S.M. Patel retire by rotation and being eligible, have offered themselves for reappointment. Necessary resolutions are being proposed for their reappointment as Directors at the ensuing Annual General Meeting of the Company.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with BSE. A separate report on Corporate Governance along with Auditors Certificate on its compliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS:

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants, as the Cost Auditors to conduct cost audit of the product Bearing for the year 2011-12, subject to the approval of the Central Government. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS RELATING TO EMPLOYEES:

Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure forming part of the Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company for a copy.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year.



For and on behalf of the Board

S. M. PATEL

Chairman

Place: Mumbai

Date: 2nd May, 2011.


Mar 31, 2010

The Directors are pleased to present the Forty-ninth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Year ended Year ended

31.03.2010 31.03.2009 Rs. in lacs Rs. in lacs

Gross Profit before Interest,

Depreciation and Tax 3593.97 2631.55

Less: Interests 69.73 1094.89

Finance Charges

Depreciation 422.67 503.82

Profit before Tax 3101.57 1032.84

Less: Provision for tax

Fringe Benefit Tax - (24.50)

Current Tax (1030.00) (335.00)

Deferred tax Credit (17.13) (15.84)

Profit after Tax 2054.44 657.50

Add: Balance brought forward

from previous year 569.04 581.80

Amount available for ________ _________

appropriations 2623.48 1239.30

Appropriations:

Proposed Dividend 519.75 231.00

Tax on proposed dividend 86.33 39.26

Transfer to General Reserves 1400.00 400.00

Balance carried to Balance

Sheet 617.40 569.04

2623.48 1239.30

OPERATIONS:

With the Indian economy entering a slow down phase as rest of the World economy, the year began with an anxious note, which posed a big challenge for the Company. The Governments timely stimulus actions to revive the economy started to show results in the second half of the year. In view of reduction of production by customers, especially during the first two quarters, the Company was forced to reduce its production also in saddling it with huge inventories of both, raw material and finished goods, as all other companies in the Auto Industry. Though the manufacturing activities had to reduce drastically to suit the situation, the Company took a conscious decision not to reduce any permanent manpower. The low production activity time was utilised to upgrade the machines and manufacturing facilities.

As the economy improved in the second half, the management took a decision to restart all the growth activities it had put on hold. The construction of the Uttarakhand factory commenced

in November 2009 and was completed in record time of four months. The plant was inaugurated on 28th March 2010 and commercial production commenced on that date.

This factory will cater to the requirements of the customers in Uttarakhand, especially, Ashok Leyland, Tata Motors Limited and those industries, which do not attract excise duty on their end products such as the Tractor industry.

The Slewing Bearing and large bearing Project was also revived. The construction activities of the Slewing Bearing Plant has also commenced and commercial production is expected to start in the latter part of the year.

Though the first half of the year under review was not very encouraging, the pick up in economic activity in the second half resulted in the sales of the year growing by 17%. The demand for Commercial Vehicles and Tractors also resumed to normal levels.

With improved sales and production in the second half, the Company could recover some lost ground and posted better working for the year compared to the previous year.

With good financial management, the company has been able to repay almost all of its foreign exchange loans.

DIVIDEND:

The Directors have recommended a dividend of Rs.4.50/- per Equity Share on 1,15,50,000 Equity Shares of Rs.10/- each for the financial year ended 31st March 2010, which, if approved at the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Members as on 6th August, 2010 and (ii) to those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as on that date.

The dividend pay out for the year under review has been formulated in accordance with the Companys policy of striving to pay stable dividend linked to long term performance, keeping in view the Companys need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum. Your Directors believe that this would increase shareholder value and eventually lead to a higher return threshold.

COLLABORATION:

The Collaboration with NSK continues to be active and the Company is receiving the requisite support whenever required.

JOINT VENTURE COMPANY:

In order to meet the demand, the Joint Venture Company NSK-ABC Bearings Limited has started to increase its capacity. The expansion will be largely met by infusion of more capital by the collaborators, NSK Ltd., Japan. Your Company chose not to contribute to any more capital in the Joint Venture at this time in order to conserve funds to meet its own requirement of capital expenditure for expansion programme.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the ISO 14001:2004 Certification for Environment Management, and the ISO/TS 16949 Certification for Quality Systems. Most of our OEM customers have given self-certification responsibility to the Company for direct supplies on line.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors report that: -

i. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. such accounting policies have been selected and applied consistently and the judgments and estimates made 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 or Loss of the Company for that year.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C.U. Shah and Mr. Y.H. Malegam retire by rotation and being eligible, have offered themselves for reappointment. Necessary resolutions are being proposed for their reappointment as Directors at the ensuing Annual General Meeting of the Company.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with BSE. A separate report on Corporate Governance along with Auditors certificate on its compliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

COST AUDITORS:

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants, as the Cost Auditors to conduct cost audit of the product Bearing for the year 2010-11, subject to the approval of the Central Government. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

PARTICULARS RELATING TO EMPLOYEES:

Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure forming part of the Report. However, as per the provisions of Section 219(1 )(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any shareholder interested inobtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company for a copy.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year.

For and on behalf of the Board Place: Mumbai S. M. PATEL

Date: 4th May, 2010. Chairman

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