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Directors Report of Bimetal Bearings Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the Fifty Fifth Annual Report covering the operations for the year ended 31st March 2016 together with the accounts and Auditors Report thereon.

FINANCIAL RESULTS:

Year Ended

Year ended

31-03-2016

31-03-2015

(Rs. in Lacs)

(Rs. in Lacs)

Net Revenue

14,748.01

16,293.67

Profit before Interest, Depreciation and Taxation

1,137.17

1,196.10

Less : Interest

19.69

31.40

Depreciation

395.48

424.64

Profit before Tax

722.00

740.06

Less: Taxation [including Deferred Tax]

205.99

181.75

Profit after Tax

516.01

558.31

Add : Balance brought forward from previous year

200.03

209.75

Less : Adjustment towards depreciation on assets whose life is already over

22.75

Profit available for appropriation

716.04

745.31

Less : Transfer to :

Proposed Dividend

286.88

286.88

Dividend Tax

58.40

58.40

General Reserve

150.00

200.00

Balance Carried to Balance Sheet

220.76

200.03

Operations :

The reduced demand in the Heavy and Medium Commercial Vehicles followed by lesser off-take of Tractor segment affected the Revenue for the year.

The reduction in the Intermediate and End Products in the export segment had also impacted the Turnover.

The focus on cost reduction measures undertaken with further rationalization of Product and production facilities is planned to benefit the performance and results for the current year.

The current year has started off well with improved off-take and it is expected to be sustained during the year.

Dividend :

Your Directors recommend a dividend of Rs. 7.50 per share (previous year: Rs. 7.50 per share) on the paid up capital for the financial year ended 31st March 2016. The payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting.

Compliance under the Companies Act, 2013 :

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the details of the compliances under the Companies Act, 2013 are enumerated below:

Consolidated Financial Statements :

The consolidated financial statements of your Company for the financial year 2015-2016 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements of your Company take into account the financial statement prepared by the respective management of M/s. BBL Daido Private Limited, a Joint Venture Company and M/s. IPL Green Power Limited, an Associate Company.

Subsidiaries, Associates and Joint Ventures:

The company had invested up to 24.19% in the capital of M/s. IPL Green Power Limited during the financial year 2014-2015 making it as an Associate Company as per the provisions of Section 2(6) of the Companies Act, 2013. The Company is yet to commence its commercial production.

M/s. BBL Daido Private Limited, a joint-venture company with M/s.Daido Metal Company, Japan has achieved a turn-over of Rs. 45.21 Crores and incurred a loss of Rs. 4.19 Crores and Rs. 2.75 Crores before and after taxes respectively for the year 2015-2016 as against a turnover of Rs. 48.01 Crores and a profit before and after tax of Rs. 4.52 Crores and Rs. 2.86 crores respectively for the previous year 2014-2015.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts), Rules, 2014 a statement containing salient features of the financial statements of the Company s Associates/joint ventures (in Form AOC-1) is attached to the financial statements.

Deposits:

The company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and its subsequent amendments.

Directors and Key Managerial Personnel:

All the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (LODR) Regulations, 2015 and there is no change in their status of Independence.

Further Mr.N.Venkataramani, Director is retiring at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The directors of the Company at their meeting held on 31st October 2015, subject to the approval of the shareholders, based on the recommendations of the Nomination and Remuneration Committee re-appointed Mr. S. Narayanan as a Whole-time Director for a further period of 3 years from 1st November 2015 and the necessary resolution is placed for the approval of the shareholders at the ensuing Annual General Meeting.

Auditors:

M/s. Price Waterhouse Chartered Accountants LLP the retiring Auditors are eligible for re-appointment. The Audit Committee had recommended to the Board for their re-appointment. The necessary resolutions are placed before the members for their consideration and approval.

Cost Auditor:

The Board had appointed M/s.S.Mahadevan & Co., (Regn. No: 000007) as Cost Auditors for the financial year 2016-2017 to carry out the cost audit of the products manufactured by the Company. The remuneration payable to the cost auditors for the year 2016 2017 is being placed for the approval of the shareholders. The Cost Audit report for the financial year 2014-15 was filed in the MCA Website on 19th October 2015.

Internal Auditors:

M/s. Fraser & Ross, Chartered Accountants, Coimbatore are the Internal Auditors of the Company.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. KSR & Co. Company Secretaries LLP to conduct the Secretarial Audit of the Company for the financial year ended 31 st March 2016. The Secretarial Audit Report is attached as Annexure-G to this Report.

Policies:

In accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies :

Remuneration Policy.

Policy on Related Party T ransactions.

Risk Management Policy.

Corporate Social Responsibility Policy.

Vigil Mechanism Policy.

Familiarisation Programme for Independent Directors.

Criteria for performance evaluation of Board.

Code of practices and procedures for fair disclosure of unpublished price sensitive information.

Code of conduct to regulate, monitor and report trading by insiders.

Archival policy .

Policy for preservation of documents Policy for determination of materiality of events.

The above policies where mandated are up-loaded on the Company s website, under the web-link http://www.bimite.co.in/policies.

There were no material changes in the commitments affecting the financial position of the Company between the end of the financial year (31st March 2016) and the date of this report (26th May 2016).

There were no significant and material orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Particulars of Employees and related disclosures:

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1 ),(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are provided in the Annexure 1 forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with and its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member is interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

Board Meetings held during the year:

During the year ended 31st March 2016, 5 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure-B to this Report.

Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on 31st March 2016 is attached as Annexure-F to this Report.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:

The details of loans / investments made by the Company are given in the financial statements.

Related Party Transactions:

All transactions entered by the Company with Related Parties were in the ordinary course of business and at arm s length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2015-2016 which were in conflict with the interest of the Company. The details of the transactions with related parties are given in the financial statements in Note No.41 of the financial statements.

Risk Management:

The Company has constituted a Risk Management Committee. The Committee takes care of the external and internal risk associated with the Company. The Board of Directors oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 20th February 2016 considered / evaluated the Board s performance, performance of the Chairman and other non-independent Directors. The Board have undergone formal review which comprised Board effectiveness and allied subjects. The Board also reviewed the workings of the various committees and sub-committees without participation of the concerned Directors / members.

Internal Financial Control Systems and their Adequacy:

Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure-D to this Report.

Research and Development, Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

Your Company continues to focus on Research and Development activities with specific reference to fuel efficiency, vehicle performance and enhancement of safety etc,

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-A to this Report

Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in SEBI (LODR) Regulations, 2015. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure-B to this Report.

The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to the provisions of SEBI (LODR) Regulations, 2015 and have certified the compliance, as required under SEBI (LODR) Regulations, 2015. The Certificate in this regard is attached as Annexure-G to this Report.

Internal Complaints Committee:

The Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place to protect women employees and enable them to report sexual harassment at the work place. An Internal Complaints Committee headed by a woman employee has also been constituted for this purpose. No complaints were received from any employee du ring the year ended 31 st March 2016.

Corporate Social Responsibility (CSR) initiatives:

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility and the required amount of Rs.13.50 lacs was spent towards Corporate Social Responsibility obligations and the details of which are provided in the Annexure-E to this Report.

Vigil Mechanism:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Directors Responsibility Statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013 in the preparation of financial statements for the year ended 31st March 2016 and state 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 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 of the Company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of the 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.

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

(e) the directors had laid down proper 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 are operating effectively.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Pursuant to the provisions of Section 125(2) of the Companies Act, 2013, the Company has transferred the unclaimed dividend amounts referable to the year ended 31st March 2008 to the credit of the Investor Education and Protection Fund during the year under review well before their respective due dates.

Acknowledgement:

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Bankers, customers, dealers, suppliers, share-holders and also the valuable support received from M/s.Daido Metal Company, Japan. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board

Chennai A. Krishnamoorthy

26th May 2016 Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifty Third Annual Report covering the operations for the year ended 31st March 2014 together with the accounts and Auditors'' Report thereon.

FINANCIAL RESULTS:

Year Ended Year ended 31-03-2014 31-03-2013 (rs in Lacs) (rs in Lacs)

Net Revenue 15115.88 16595.32 Profit before Interest, Depreciation and Taxation 971.11 1361.48 Less : Interest 27.26 30.38 Depreciation 441.11 422.57 Profit before Tax 502.74 908.53 Less : Taxation (including Deferred Tax) 116.99 232.83 Profit after Tax 385.75 675.70 Add : Balance brought forward from previous year 287.25 264.31 Profit available for appropriation 673.00 940.01 Less : Transfer to : Proposed Dividend 267.75 344.25 Dividend Tax 45.50 58.51 General Reserve 150.00 250.00 Balance carried to Balance Sheet 209.75 287.25

OPERATIONS:

During the year under review the net revenue showed a decline of around 9% due to adverse market conditions impacted by sluggishness in the economy. Though it affected the economy as a whole, the impact on automobile industry was severe, particularly in the Commercial Vehicles . Barring the tractor segment, all other segments of the market were affected resulting in reduction in demand.

The consequential effect on the Company was under utilisation of capacity and with increased input costs, the results were affected. Effective steps were taken to contain and minimise the impact through control measures on material and energy costs.

Emphasis on exports and diversifying the product range should show results in the coming year.

DIVIDEND:

Your Directors recommend a Dividend of Rs. 7/- per share, (Previous Year: Rs. 9/- per share) on the Paid-up capital for the year ended 31-03-2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Statement under Section 217(2AA) of the Companies Act, 1956:

(a) The applicable accounting standards had been followed with no material departure.

(b) The Accounting policies that have been selected have been applied consistently and the judgments and estimates based on them are prudent and reasonable to give a true and fair view of the state of the affairs of the company as on 31-03-2014 and of the profit for the year ended on that date.

(c) Proper and sufficient care have been taken for 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.

(d) The Accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE:

The matters relating to Corporate Governance as per the Listing Agreement are given in the Annexure forming part of this Report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same.

CEO / CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, a certificate from Mr.A.Krishnamoorthy, Chairman & Managing Director and Mr.N.Venkataraman, Chief Financial Officer was placed before the Board at the meeting held on 26-05-2014 which was read and taken on record.

DISCLOSURE OF PARTICULARS:

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors), Rules 1988 is given in the Annexure forming part of this Report.

DIRECTORS:

Mr.S.Narayanan was appointed as a Whole-time Director effective 01-11-2012. In order to comply with the provisions of the Companies Act, 2013 his term of appointment was changed to provide for retirement by rotation.

Mr.N.P.Mani is retiring at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Independent Directors, Mr.P.M.Venkatasubramanian, Mr.Krishna Srinivasan and Mr.R.Vijayaraghavan are proposed to be appointed as independent directors at the ensuing Annual General Meeting for a period of five years from 23.07.2014. They are not liable to retire by rotation. The necessary resolutions are placed before the members for consideration and approval.

Mr. A.B.Avery submitted his resignation vide his letter dated 27.05.2014. He joined the Board on 01.08.1975 Mr.A.B.Avery is a Certified Public Accountant and was the former Chairman of Automotive Components Limited, Australia. Mr. A.B.Avery had vast experience in the automobile and its ancillary industries and had been associated closely with the Company and had contributed significantly to the growth of the Company. Your directors wish to place on record the valuable contribution made by Mr.A.B.Avery during his tenure as a director.

AUDITORS:

M/s. Price Waterhouse, Chennai the retiring Auditors are eligible for re-appointment. The Audit Committee had recommended to the Board for their re-appointment.

COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013, M/s.S.Mahadevan & Co., Coimbatore, practicing Cost Accountants have been appointed as Cost Auditors of the Company based on the recommendations of the Audit Committee. The remuneration payable to them has to be ratified by the members at the ensuing Annual General Meeting.

ACKNOWLEDGEMENT:

Your Directors wish to thank the Customers, Employees, Suppliers and Bankers for their support and co-operation extended during the year. Our thanks are due to Daido Metal Company for their co-operation. We wish to particularly thank our Shareholders for the continued support extended by them.

For and on behalf of the Board

Chennai A. Krishnamoorthy 6th June 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the Fifty Second Annual Report covering the operations for the year ended 31st March 2013 together with the accounts and Auditors'' Report thereon.

FINANCIAL RESULTS:

Year Ended Year ended 31-03-2013 31-03-2012 (Rs. in Lacs) (Rs. in Lacs)

Net Revenue 16595.32 17855.88

Profit before Interest, Depreciation and Taxation 1361.48 2334.07

Less: Interest 30.38 48.66

Depreciation 422.57 405.73

Profit before Tax 908.53 1879.68

Less: Taxation [including Deferred Tax 232.83 594.63

Profit after Tax 675.70 1285.05

Add: Balance brought forward from previous year 264.31 216.65

Profit available for appropriation 940.01 1501.70

Less:Transfer to:

Proposed Dividend 344.25 420.75

Dividend Tax 58.50 66.64

General Reserve 250.00 750.00

Balance Carried to Balance Sheet 287.26 264.31

OPERATIONS:

The revenue for the year was lower by about 7% when compared to previous year. This was due to significant reduction in the off-take by the segments of some Original Equipment Manufacturers in the domestic market which was partly made up the increased presence in the after-market. The export of company''s products which are alloy powders and bearings were affected with substaintial reduction due to market conditions.

The significant impact on the profitability was conditioned by increased cost of inputs including power and limited opportunities to compensate them from the market. Continued efforts to control costs and further rationalise the production with emphasis on material utilisation-are expected to progressively relfect better perofmance.

DIVIDEND:

Your Directors are happy to recommend a Dividend of ? 9/- per share, (Previous Year: ? 11 /- per share) on the Paid-up capital for the year ended 31-03-2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Statement under Section 217(2AA) of the Companies Act, 1956:

(a) The applicable accounting standards had been followed with no material departure.

(b) The Accounting policies that have been selected have been applied consistently and the judgments and estimates based on them are prudent and reasonable to give a true and fair view of the state of the affairs of the company as on 31 -03-2013 and of the profit for the year ended on that date.

(c) Proper and sufficient care have been taken for 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.

(d) The Accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE:

The matters relating to Corporate Governance as per the Listing Agreement are given in the Annexure forming part of this Report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same.

CEO/CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, the certificate from Mr.A.Krishnamoorthy, the Chief Executive Officer, and Mr.N.Venkatarman, Chief Financial Officer was placed before the Board of Directors at their meeting held on 22-05-2013 which was read and taken on record.

DISCLOSURE OF PARTICULARS:

The information required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors), Rules 1988 is given in the Annexure forming part of this Report.

DIRECTORS

Mr. S. Narayanan was appointed as Additional Director and also as Whole-time Director effective 01-11-2012. Mr. N.P. Mani ceased to be a Whole-time Director effective 01 -11 -2012 and continues to be a Director on the Board. Dr. R. Mahadevan ceased to be a Director with effect from 01-11-2012.

Mr.N.Venkataramani and Mr. R.Vijayaraghavan, Directors are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s.Price Waterhouse, Chennai the retiring Auditors are eligible for re-appointment. The Audit Committee had recommended to the Board for their re-appointment.

COST AUDIT:

In terms of circular issued by the Government of India in respect of the products of the Company, cost audit is to be carried out. M/s. S. Mahadevan & Co., Coimbatore, practicing Cost Accountants have been appointed as Cost Auditors of the Company based on the recommendations of the Audit Committee.

ACKNOWLEDGEMENT:

Your Directors wish to thank the customers, employees, suppliers and Bankers for their support and co-operation extended during the year. Our thanks are due to Daido Metal Company for their co-operation. We wish to particularly thank our share-sholders for the continued support extended by them.

For and on behalf of the Board

Chennai A. Krishnamoorthy

22nd May 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Fifty First Annual Report covering the operations for the year ended 31 st March 2012 together with the accounts and Auditors' Report thereon.

FINANCIAL RESULTS:

Year Ended Year ended 31-03-2012 31-03-2011 (Rs. in Lacs) (Rs. in Lacs)

Net Revenue 17529.50 14896.32

Profit before Interest, Depreciation and Taxation 2334.07 1827.54

Less: Interest 48.66 51.53

Depreciation 405.73 403.17

Prom before Tax 1879.68 1372.84

Less: Taxation (including Deferred Tax) 594.63 458.90

Profit after Tax 1285.05 913.94

Add : Balance brought forward from previous year 216.65 192.16

Profit available for appropriation 1501.70 1106.10

Less: Transfer to:

Proposed Dividend 420.75 420.75

Dividend Tax 66.64 68.70

General Reserve 750.00 400.00

Balance Carried to Balance Sheet 264.31 216.65

OPERATIONS:

The revenue for the year under review increased from Rs. 148.96 Crores to Rs. 175.29 Crores recording a growth of around 17.7% which could be achieved by the Company taking advantage of the demand situation prevailing in Original Equipment and Export Segments of the market. The Profit before Tax of Rs. 18.70 Crores is a record for the Company and could be achieved despite volatility of prices of non-ferrous metals, high power cost and limitations in recovering such cost increases. The Company is striving to maintain the profitability of operations through capacity augmentation and with new business from major entrants in the LCV and HCV Segments. Technology upgradation, automation to further improve reliability and rationalization of product range are receiving greater emphasis.

DIVIDEND:

Your Directors recommend a Dividend of Rs.11/- per share, (Previous Year: Rs.8/- per share Rs.3/- per share as Golden Jubliee year dividend) on the Paid-up capital for the year ended 31 -03-2012.

DIRECTORS' RESPONSIBILITY STATEMENT:

Statement under Section 217(2AA) of the Companies Act, 1956:

(a) The applicable accounting standards had been followed with no material departure.

(b) The Accounting policies that have been selected have been applied consistently and the judgements and estimates based on them are prudent and reasonable to give a true and fair view of the state of the affairs of the company as on 31-03-2012 and of the profit for the year ended on that date.

(c) Proper and sufficient care have been taken for 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.

(d) The Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

The matters relating to Corporate Governance as per the Listing Agreement are given in the Annexure forming part of this Report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same.

CEO/CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, the certificate from Mr. A. Krishnamoorthy, the Chief Executive Officer, and Mr. N. Venkatarman, Chief Financial Officer was placed before the Board of Directors at their meeting held on 30-05-2012 and taken on record.

DISCLOSURE OF PARTICULARS:

The information required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors), Rules 1988 is given in the Annexure forming part of this Report.

DIRECTORS:

Mr. A.B.Avery and Mr. P.M.Venkatasubramanian, Directors are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s.Price Waterhouse, Chennai the retiring Auditors are eligible for re-appointment. The Audit Committee had recommended to the Board for their re-appointment. :

ACKNOWLEDGEMENT:

Your Directors wish to place on record the good performance of employees at all levels as also the excellent support given by the Company's Bankers and Depositors. The Company also wishes to acknowledge the technical support extended by Daido Metal Company Limited, Japan.

For and on behalf of the Board

Chennai A. Krishnamoorthy

30th May 2012 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the Fiftieth Annual Report covering the operations for the year ended 31st March 2011 together with the accounts and Auditors Report thereon.

FINANCIAL RESULTS:

Year Ended Year ended

31-03-2011 31-03-2010

(Rs. in Lacs)
Profit before Interest, Depreciation and Taxation 1827.54 1679.64

Less: Interest 51.53 51.50

Depreciation 403.17 349.53

Profit before Tax 1372.84 1278.61 Less: Taxation (including Deferred Tax) 458.90 384.70

Profit after Tax 913.94 893.91

Add: Balance brought forward from previous year 192.16 156.25 Profit available for appropriation 1106.10 1050.16

Less : Transfer to :

Proposed Dividend 420.75 306.00

Dividend Tax 68.70 52.00

General Reserve 400.00 500.00

Balance Carried to Balance Sheet 216.65 192.16

OPERATIONS

Your Company has achieved the highest turnover of Rs.144.81 crores registering a growth over 29% .compared to last year. The growth, supported by the market conditions, however was greatly impacted by the steep increase in non-ferrous materials and high power costs. The limitations in the market for adequate recovery of the increases are constantly reviewed.

The Company pursued new opportunities both in the area of new customers and participation in new platforms with existing customers. Focus on technology upgradation both in material and process have been addressed to retain the most preferred choice among the customers in addition to the continuing focus on quality, efficient cost management and optimum product-mix. Initiatives to handle the uncertainties in the area of power and input costs are expected to reflect in the performance during the current year of operations.

The Profit before and after Tax have only marginally improved compared to last year.

The Company, in the current year will maintain technical superiority and process realignment to improve performance in all segments. Even though high interest regime and increase in fuel prices may pose a challenge, the company would be closely monitoring each segment of the market and take appropriate steps to maintain the performance level beyond market rate of growth.

The Company established by Sri S. Anantharamakrishnan, Founder Chairman of Amalgamations Group has maintained a leadership position in the Bearing Industry since its inception and has a record of uninterrupted Dividend and growth performance. We have high levels of presence and acceptance with almost all the Original Equipment Manufacturers and a significant presence in the Replacement Trade and Export Market.

The Directors, in the 50th year, wish to express their deep appreciation for the confidence and support extended to the Company by the Shareholders, Customers, Suppliers and Employees of the Company.

DIVIDEND:

Your Directors recommend a Dividend of 11/- per share, including Rs.3/- per share forthe Golden jubilee Year [Previous Year: Rs.8/- per share] on the Paid-up capital for the year ended 31 -03-2011.

DIRECTORS RESPONSIBILITY STATEMENT:

Statement under Section 217(2AA) of the Companies Act, 1956:

(a) The applicable accounting standards had been followed with no material departure.

(b) The Accounting policies that have been selected have been applied consistently and the judgements and estimates based on them are prudent and reasonable to give a true and fair view of the state of the affairs of the company as on 31 -03-2011 and of the profit for the year ended on that date.

(c) Proper and sufficient care has been taken for 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.

(d) The Accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE:

The matters relating to Corporate Governance as per the Listing Agreement are given in the Annexure forming part of this Report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same.

CEO/CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, the certificate from the Chief Executive Officer, Mr.A.Krishnamoorthy, Chairman & Managing Director and the Chief Financial Officer, Mr.N.Venkataraman, Vice President (Finance) was placed before the Board of Directors at their meeting held on 20-06-2011 and taken on record.

DISCLOSURE OF PARTICULARS:

The information required under Section 217(l)(e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the Report of Directors), Rules 1988 is given in the Annexure forming part of this Report.

DIRECTORS:

We wish to record our deep appreciation to our Past Chairman Mr. A. Sivasailam, who passed away in January 2011. Mr. Sivasailams contribution to the growth of this Company and continued guidance and support from him and Amalgamations Group is gratefully acknowledged.

Mr.N.Venkataramani and Mr.Krishna Srinivasan, Directors, are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s.Price Waterhouse, Chennai the retiring Auditors are eligible for re-appointment. The Audit Committee had recommended to the Board for their re-appointment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record the good performance of employees at all levels as also the excellent support given by the Companys Bankers and Depositors. The Company also wishes to acknowledge the technical support extended by Daido Metal Company Limited, Japan.

For and on behalf of the Board

A. Krishnamoorthy

Chairman & Managing Director

Chennai 20th June 2011


Mar 31, 2010

The Directors have pleasure in presenting the Forty Ninth Annual Report covering the operations for the year ended 31st March 2010 together with the accounts and Auditors Report thereon.

FINANCIAL RESULTS:

Year Ended Year ended

31-03-2010 31-03-2009 (Rs. in Lacs) (Rs. in Lacs)

Net Sales 11192.94 11907.35

Profit before Interest, Depreciation and Taxation 1679.64 1569.34

Less : Interest 51.50 44.56

Depreciation 349.53 375.08

Profit before Tax 1278.61 1149.70

Less: Taxation (including Deferred Tax) 384.70 396.42

Fringe Benefit Tax - 18.50

Profit after Tax 893.91 734.78

Add: Balance brought forward from previous year 156.25 134.72

Profit available for appropriation 1050.16 869.50

Less : Transfer to :

Proposed Dividend 306.00 267.75

Dividend Tax 52.00 45.50

General Reserve 500.00 400.00

Balance Carried to Balance Sheet 192.16 156.25

OPERATIONS:

The year under review witnessed growth in all segments of the domestic market with higher off-take of end products referable to heavy and light commercial vehicles, three wheelers, tractors and industrial engines especially during the second half of the financial year. However exports of higher value intermediate products were less due to the effect of global slow-down during early part of the year under review on account of which the overall sales turnover for the year was less by about 6%. The improved performance in the domestic market in all segments contributed to better mix of sales. Treasury operations lent a supporting role.

The production in all the plants was maintained at a higher level resulting in better utilisation of the capacity.

Despite fluctuation in input cost of materials and services during the second half of the year alongwith increase in electricity charges, your Company had recorded an increase in profit before and after tax of Rs.128.91 lacs (11.2%) and Rs.159.13 lacs (21.7%) respectively compared to the previous year.

The Company has ongoing plans to improve market share in all segments of the market. With continued stress on ongoing cost control measures coupled with improvement in productivity, the operational performance for the current year is expected to be better.

DIVIDEND:

Your Directors recommend a Dividend of Rs.8/- per share (Previous Year: Rs.7/- per share) on the Paid-up capital for the year ended 31-03-2010.

DIRECTORS RESPONSIBILITY STATEMENT:

Statement under Section 217(2AA) of the Companies Act, 1956:

(a) The applicable accounting standards had been followed with no material departure.

(b) The Accounting policies that have been selected have been applied consistently and the judgements and estimates based on them are prudent and reasonable to give a true and fair view of the state of the affairs of the company as on 31 -03-2010 and of the profit for the year ended on that date.

(c) Proper and sufficient care has been taken for 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.

(d) The Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

The matters relating to Corporate Governance as per the Listing Agreement are given in the Annexure forming part of this Report.

CODE OF CONDUCT:

The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same.

CEO/CFO CERTIFICATION:

As contemplated under Clause 49 of the Listing Agreement, the certificate from the Chief Executive Officer, Mr. A. Krishnamoorthy, Chairman & Managing Director and Chief Financial Officer, Mr. N. Venkatarman, Vice President (Finance) was placed before the Board of Directors at their meeting held on 14-06-2010 and taken on record.

DISCLOSURE OF PARTICULARS:

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors), Rules 1988 is given in the Annexure forming part of this Report.

DIRECTORS:

Mr.S.Krishnan, Director passed away on 28-02-2010 and the Directors place on record the valuable services rendered by him during his tenure as Director.

Mr.R.Vijayaraghavan was appointed as Additional Director of the Company with effect from 10-05-2010 and he retires at the ensuing Annual General Meeting. A notice had been received from a member of the Company proposing his name for appointment as Director liable to retire by rotation at the ensuing Annual General Meeting. The Board recommends the resolution in item No.6 of the notice for the approval of the members.

Dr.R.Mahadevan and Mr.P.M.Venkatasubramanian, Directors are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Directors recommend their re-appointment.

AUDITORS:

M/s.Price Waterhouse, Chennai the retiring Auditors are eligible for re-appointment. The Audit Committee has recommended to the Board for their re-appointment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record the good performance of employees at all levels as also the excellent support given by the Companys Bankers and Depositors. The Company also wishes to acknowledge the technical support extended by Daido Metal Company Limited, Japan.

For and on behalf of the Board

Chennai A. Krishnamoorthy

14th June 2010 Chairman & Managing Director

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