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Directors Report of NRB Bearings Ltd.

Mar 31, 2016

The Directors have pleasure in presenting their Fifty First Annual Report together with Audited Accounts for the year ended
31st March, 2016.

1. Financial Result
Consolidated Standalone

Year ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015
Rs.lacs Rs.lacs Rs.lacs Rs.lacs

Revenue from
operations (Net) 67493.69 67030.87 65919.68 65559.03

Profit before tax 6389.29 7802.80 6381.53 7418.94
Provision for
taxation

Current (net) 2124.65 2446.10 1849.16 2239.34

In respect of
earlier years (25.26) 17.11 (25.26) 17.11

Deferred tax (28.06) (30.55) (40.67) (43.97)

Profit after taxation 4199.78 5323.09 4598.30 5206.46

Add: Balance brought
forward 12303.39 8880.38 14826.90 11323

16503.17 14203.47 19425.20 16529.77

Appropriation:

Dividend 1429.15 1453.84 1356.92 1453.84

Tax on distributed
Profits 290.94 249.03 276.24 249.03

Tax on preference
dividend -- -- 17.94 47.21

General Reserve -- -- -- --

Debenture
Redemption Reserve 750.00 -- 750.00 --

Capital Redemption
Reserve 25.00 150.00 -- --

Profit & Loss Account 13990.14 12303.39 17042.04 14826.90

16503.17 14203.47 19425.20 16529.77

2. Appropriation

Dividend

On 10th March, 2016, Directors have declared interim dividend of Rs. 1.40/-per equity share of Rs. 2/- (Rs. 1.50 per
share for previous year) payable to members/beneficial owners as per the Register of Members as applicable aggregating
Rs. 1356.92 lacs. The Directors have not recommended any final dividend and decided that the interim dividend be
treated as final.

3. Operations/Outlook

Global growth in 2015 has fallen short of expectations – this is reflected in growth deceleration in emerging and
developing economies, lows in commodity prices and subdued global trade which has hurt Indian exports.

Indian economic performance has been impacted by a weak monsoon, slowdown in exports, delayed reform initiatives
which has resulted in the investment cycle not gaining strength and a banking system weighed down by poor recovery
of loans and low business confidence. Economic growth remains subdued with industrial production remaining
lackluster. The overall volatility has had a negative influence on consumer sentiment and demand. While there has
been growth in the high value 4-wheeler segments of passenger cars, driven by new model launches and of medium/

heavy commercial vehicles mainly on account of replacement of aging feats and pick up in infrastructure demand,
there has been minimal growth in 2/3 wheelers with low farm output impacting rural demand and de-growth in the
farm equipment/off highway segment owing to the weak monsoon and foods in some parts of the country. Your
Company aggressively pushed sales in the domestic market and successfully increased overall sales, in spite of the
decline in export sales to achieve its highest ever sales turnover of Rs. 65920 lacs (previous year Rs. 65559 lacs) –
domestic sales up by 5% to Rs. 52435 Lacs (previous year Rs. 49748 lacs) and exports of Rs. 13484 lacs (previous
year Rs. 15811 lacs). Profit after tax has declined to Rs. 4598 lacs (previous year Rs. 5206 lacs) with higher material
consumption, employee costs and higher charge on depreciation.

The Government and the Indian Automotive industry need to work together to address all the key issues to take India
to its rightful position in the global auto industry''s sweepstakes. India is now counted as a major auto manufacturing
hub and has emerged as one of the most preferred locations in the world for manufacturing high quality automotive
components and vehicles of all kinds. Over the next decade, the automotive industry at global levels is likely to see
significant transformation – shift of growth in demand from developed nations to developing nations (mainly BRICS),
dramatic increase in the share of electronics in automobiles making them "computer on wheels'''', relentless pursuit of
economies of scale and in scope of design and engineering of automobiles and components, while also pursuing low
cost manufacturing destinations.

There is still optimism that economic activity will accelerate – inflation downtrend, narrowing fiscal and current deficits,
falling interest rates, GDP growth pick up to 6.5%, forex reserves improving with strong FII/FDI fows, food and fuel
inflation down. Slowdown in China adds to Inida''s comparative charm and value proposition. Domestic consumption
remains a key growth engine for the Indian economy and with significant additions to the working age population,
rising disposable incomes particularly in rural areas and the government revived spending on infrastructure and in
the social sector to foster inclusive growth, will help India realize its long term development potential in a sustainable
way. Your Company, with a clear and dedicated customer focus, is investing in and building its R&D capabilities,
developing product lines with better Profit margins and streamlining its production processes to eliminate waste from
operations.

4. Finance

The company has been rated by Crisil A1 for short term and AA- (stable) for long term borrowings.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other
working capital parameters are continuously monitored.

a. Public Deposits

The Company has not taken fixed deposits during the year. There are no unclaimed deposits.

b. Non convertible debentures

During the year the non convertible debentures aggregating Rs. 30 crores, as a first tranche, were issued on
private placement basis in August 2015. The funds raised have been utilized for converting short term loans into
long term.

c. Particulars loans, guarantees or investments

During the year under review, the company has not advanced any fresh loans or given guarantees or made
investments other than NRB Thailand Ltd''s trade receivables and advances aggregating Rs. 1806 lacs converted
into inter corporate deposit.

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act,
2013 are given in the notes to the financial statements.

5. Directors

The Board of Directors has, on the recommendation of the Nomination & Remuneration Committee appointed
Mr. Ashank D Desai as Additional Director of the Company in the category of independent Directors w.e.f. 30th March,
2016 to fill the vacancy caused by the resignation of Mr. S B (Ravi) Pundit on account of work pressures. In the case of
Mr. Ashank D Desai, the notice for the forthcoming Annual General Meeting (AGM) includes his appointment as
independent Director under the Companies Act, 2013 for a period of five years w.e.f. 30th March, 2016.

All independent Directors have given declarations that they meet the criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and the provisions of the Listing Agreement.

Mr. D.S Sahney retires by rotation pursuant to Article 111 of the Articles of Association and is eligible for
reappointment.

The Board decided that considering the age of Mr. T S Sahney (Executive Chairman), on the expiry of his term on
30th September, 2016, Mr. T S Sahney will give up his Executive position and operational role in favour of the
present Managing Director and President Ms. H S Zaveri, who will be re-designated as Vice Chairman & Managing
Director with immediate effect. The Board felt this would send positive signal to all stakeholders, employees and the
market participants about the succession planning in the company. The Board, considering his stature and recognizing
Mr. Sahney''s wide experience and knowledge which is of immense benefit to the company, confirmed he will continue
as Chairman of the Board in Non Executive capacity w.e.f. 1st October, 2016.

Familiarization Programme for Independent Directors

In order to familiarize the Independent Directors with the business, the Company makes a presentation covering
nature and scope of business, nature of industry in which Company operates, Profitability and future scope. Regularly
at meetings updates are given to the Board.

Board evaluation

The Board has carried out an annual performance evaluation of its own performance and the Directors individually.
The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The independent Directors have also met separately in March 2016.

Remuneration policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
and appointment of Directors, senior management and their remuneration. The remuneration policy is posted on
the company website www.nrbbearings.com. Details of remuneration paid to Executive Directors and KMP and the
independent Directors form part of the Corporate Governance Report attached to this Report.

Meetings

During the year 5 Board meetings and 6 Audit committee meetings were convened and held (details in Corporate
Governance Report). The intervening gap between the meetings was less than four months. The date for the next
meeting is fixed in advance at the previous meeting both for board and committee meetings.

6. Subsidiaries

As of 31st March, 2016, the Company has three subsidiaries viz. SNL Bearings Ltd, NRB Bearings (Thailand) Ltd and
NRB Bearings Europe GmbH. The consolidated results include the working of these subsidiaries.

SNL Bearings Ltd (SNL), in which your Company holds 73.45% equity, has reported PAT of Rs. 567.76 lacs (previous
year Rs. 454.96 lacs). Though manufacturing and industrial activity remained sluggish and demand subdued across
most sectors, SNL achieved sales growth of 13.5% from increased sales volumes from existing and new OEM customers.
Profit before tax (PBT) has increased by 26.3% from Rs. 673.47 lakhs (Previous year) to Rs. 850.83 lakhs on account
of improved cost competitiveness arising from the global decline in prices of crude and steel inputs. SNL expects to
further capitalize on growth opportunities during the current year and enhance Profitability with emphasis on improving
quality and productivity.

NRB Bearings (Thailand) Ltd (NRBT), a wholly owned subsidiary, has increased its sales by 20% to THB 136.52
million (Rs. 25.53 crores)(previous year THB 113.57 mill – Rs. 21.8 crores) The share of manufacturing revenues
out of total revenues has increased to 70% at THB 95.56 million (Rs. 17.8 crores) (previous year 51% at THB 58.3
million) and trading revenues are 30% at THB 40.96 million (Rs. 7.65 crores) (previous year 49% at THB 55.3
million). Consequently, the Company''s EBITDA has grown from THB 1.45 million to THB 13.39 million (Rs. 2.5 crores).
The loss for the year has been higher at THB 21.35 million (Rs. 3.99 crores), mainly due to interest of THB 9.35 million
payable to NRB India for its loan (NRBT receivables converted to term loan with respective Central Bank approvals).
New business is being finalized with global European and Japanese customers and manufacture of new products as
well as enhanced production of needle rollers, planned during FY 2016-17 will help in improving the financial results
during the coming years.

NRB Bearings Europe GmbH, a wholly owned subsidiary was set up to support increasing exports to Europe.
The Company provides marketing and customer support services. The income during the year is EURO 4,30,000
(Rs. 3.25 crores) and the resultant Profit after tax is EURO 12,280 (Rs. 9 lacs).

Pursuant to section 129 (3) read with rule 5 of Companies (Accounts) Rules, 2014 details of financial statements of
subsidiary companies has been given in Annexure 1 (AOC1) forming part of this statement.

7. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no. 8 of Companies (Accounts) Rules
2014 has been given in the Annexure 2 forming part of this report.

8. Industrial Relations/Vigil Mechanism and Whistle Blower Policy

During the year the Company maintained cordial relations with the workmen''s unions at all plants. Wage agreements
relating to Chikalthana and Hyderabad plants have expired on 31.5.15 and 30.9.15 respectively. Settlement was signed
with the union at Hyderabad plant in conciliation with joint Commissioner of Labour on 27.4.16. The wage increase has
been linked with productivity improvements (18.5%), with a penalty for non achievement of quality and productivity
as agreed. The new agreement is effective for three years w.e.f. 01.04.16 and the total financial impact for FY 2016-17
is estimated at Rs. 1.2 crores.

At Chikalthana, workers have demanded a high increase and discussions are ongoing for an early settlement, again
linked with productivity improvements.

Our people approach is reflected in the team work and the implementation of the number of initiatives involving
employees and their families to share and promote organizational values. Regular training programmes are conducted
for imparting understanding of bearing and engineering principles, modern manufacturing practices and in attitudinal
and behavioural aspects.

The Company has a Vigil Mechanism and Whistle Blower Policy. Details of the same, given in Annexure 3 forming part
of this report, are posted on the website of the Company.

9. Safety, Health and Environment

The Company is committed to establish and maintain safe working environment that promotes good health and high
performance of the employees, and simultaneously takes measures to protect the environment. We also ensure that
safety behavior is well demonstrated by our employees while working on the shop foor by using personal protective
equipments as required.

Company has been accredited with internationally acclaimed certification viz. ISO14001:2004 to identify and control
environmental impact and constantly improve the environmental performance; OHSAS: 18001:2007 occupational
health and safety management systems; and ISO/TS: 16949:2009 for Quality Management Systems.

The commitment towards the environment preservation extends beyond regulatory compliances as per MPCB norms
and ambient, air and noise levels, waste monitoring through ETP/STP treatment is being done. Initiatives are taken
across the Company to conserve natural resources, reduction & recycling of wastes; and adherence to emission
norms.

There have been numerous initiatives by NRB towards safety and environment awareness among employees:

1. Awareness on environment preservation and protection through regular monitoring of environment parameters
and employees engagement activities like tree plantation and drawing competitions.

2. "Safety first and always first" is the highest priority of the Company. The Safety policy inter alia ensures safety
of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and
regulations as an on-going process.

Special initiatives have been taken up such as mock drills, up-gradation of Fire protection systems, safety training
to employees, reporting of near-miss incidents and first aid awareness. We strive to achieve "Zero-Accident
Tolerance".

3. Setting up of Solar Lights and LED lights to replace existing CFLs in factory premises and air ventilators on factory
roof to save electricity, improve air quality and protect usage of natural resources.

4. Significant reductions have been achieved across all locations in minimizing the requirement of electricity, use
of less petrochemicals, grease, turpentine, etc. Turpentine has been replaced with stenos to prevent vapour
spreading for improved health of employees.

5. Water conservation through re-use of waste water and rain water harvesting at plants – capacity to harvest upto
50 lac ltrs rain water every year to increase ground water levels.

6. Sericulture for making Vermicompost as nutrient-rich organic fertilizer and soil conditioner

7. Strict policy for non-consumption of tobacco and intoxicating materials to protect the mental and physical health
of employees. Regular awareness programs like "Vyasan Mukti" & "Yoga Classes" conducted to educate employees
to get rid of evils of intoxication and stressful work life; and embrace good health and work-life balance.

10. Corporate social responsibility

NRB has always believed in and worked towards "inclusive growth''- improving the quality of life of the people we touch
and in the communities where we operate.

During the year, your Company has encouraged and supported young engineers and budding technology/automotive
enthusiasts through the following sponsorships:

1 IIT Bombay Racing team launched "Car EVO -4" with technical support from NRB on 16.5.2015 and participated
in global racing competition held at Silverstone, UK. NRB is the title sponsor for the official website of the IIT,
Bombay racing team. An amount of Rs. 18 lacs has been committed for this project of which Rs. 6 lacs was paid
during the year and the balance will be paid during the current financial year.

2 On a regular basis we conduct Blood Donation camps across locations to help the society to donate blood in case
of any emergency.

3 NRB Hyderabad & Chikalthana plants have taken a special step by starting a "Summer Water Camp" to help the
needy and poor people to provide water in the scorching heat.

4 NRB believes in "Go Green" policy. NRB takes initiatives in planting trees and plants in and around the NRB
factories.

In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act,
2013 NRB has decided to focus on :

Promotion of education

Promoting gender equality and empowering woman

Employment enhancing vocational skills

Ensuring environmental sustainability, ecological balance, protection of fora and fauna, animal welfare, conservation
of natural resources

In terms of the above the Company has been contributing for primary education, secondary education (study of
sciences, maths and engineering) and to engineering colleges. The company also has an appropriate proportion for
smaller NGOs and natural disasters and calamities (during the year the company contributed towards food relief in
Chennai through NGO "Teach to Lead'''') and supports social causes and impactful projects.

Company has supported a Pune based NGO – Gyan Prakash Foundation (GPF). GPF which is focused on improving
learning outcomes in Maharashtra and transforming the quality of education by substantially improving last mile
connectivity to village schools and reducing school dropout rates. During FY 2015-18 GPF will focus on curriculum
development, finalizing content for interventions and developing effective training modules in the Pune district.

The Company has contributed to the Ashoka University which is devoted to transforming Indian higher education
based on the principles of multidisciplinary education delivered by exceptional faculty members and providing
ivy-league quality education at an affordable price. The liberal education helps develop intellect, nurture critical thinking
and provides specialization with a broader foundation of knowledge.

The Company supported Aseema, an NGO, who partners with Mumbai Municipal Corporation to improve the quality
of education in municipal schools in Mumbai by making the curriculum taught in a way that makes it meaningful and
fun and encourages expression and creativity in the children. At Igatpuri, Aseema''s centre provides holistic learning
to tribal children between 2 yrs and 17 yrs of age and also provides vocational training to help them join mainstream
society.

The company supported social causes like Indian Cancer Society and the Rotary Club of Mumbai to support their
project in partnership with International Woman''s Association (IWA) to provide free maternal and child care at its clinic
in South Mumbai, which provides primary care and medicines at highly subsidized rates to the poorest of citizens.

The average of the last 3 years Profits works out to Rs. 6131.68 lacs and @ 2% the amount to be spent by the
Company on CSR activities works out to Rs. 122.6 lacs during FY 2015-16. The Company has actually spent
Rs. 123 lacs during FY 2015-16 on the identified activities. The requisite format for such expenditure has been enclosed
as Annexure 4 to the Directors'' Report.

11. Corporate governance

Pursuant to clause 27 of the Listing Regulations with the stock exchanges, a Management Discussion and Analysis,
Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance
are made part of the Annual Report. Details of Board meetings held during the year under review and the composition
of the various committees are included therein.

The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has
been affirmed on an annual basis by all the Directors and the Senior Management personnel of the Company.

The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015
has been done by the Managing Director and the VP: CFO of the Company.

Members desirous of receiving the full Report and Accounts of the subsidiaries will be provided the same on receipt
of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic
mode. This will help save considerable cost in connection with printing and mailing of the Report and Accounts. This
measure would be in line with the MCAs Green initiative for paperless communications. The same shall also be kept
for inspection by any Members at the registered office of the Company and of the respective subsidiary Company
concerned and shall also be posted on the web site of the Company viz.www.nrbbearings.com.

12. Directors'' responsibility statement

In accordance with Section 134 of the Companies Act, 2013, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed and no material
departures have been made from the same;

ii. accounting policies selected were consistently applied. Reasonable and prudent judgments and estimates have
been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2016 and
of the Profit of the Company for the accounting year ended on that day;

iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with
the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;

iv. the Annual Accounts have been prepared on a going concern basis.

v. the internal financial controls to be followed by the Company have been laid down and are adequate and were
operating effectively.

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

13. Related Party transactions (RPT)

All RPT that were entered into during the financial year were on an arm''s length basis and were in the ordinary course
of business. There are no materially significant RPT by the Company with promoters, Directors, key managerial
personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All RPT are placed before the audit committee as also the board for approval. Prior approval of the audit committee
is obtained on a quarterly basis for transactions which are foreseen and repetitive in nature. The compliance of the
transfer pricing norms in relation to such transactions is certified by the tax advisors.

The policy on RPTs as approved by the board is uploaded on the Company''s website. Form for disclosure of particulars
of contracts has been enclosed as Annexure 5.

14. Auditors

Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and offer themselves
for re-appointment. In terms of Clause 41(1)(h) of the Listing Agreement, the statutory auditors are subjected to the
Peer Review process of the ICAI and hold a valid Certificate issued by the Peer review Board of ICAI.

A Certificate from the auditors has been received to the effect that their appointment, if made, would be within the
limits prescribed under section 139 of the Companies Act, 2013.

Cost Auditors

Pursuant to the Rules issued by MCA under Companies (Cost records and Audit) Amendment Rules 2014, your company
is subject to cost audit during the year FY 2015-16 and M/s.R Nanabhoy & Co, Cost Accountants was appointed to
undertake the same. Since the cost audit for the year ended 31st March, 2015 was not applicable to your company it
was not required to fle the cost audit report with MCA during the year.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. U C Shukla, Practicing Company
Secretary to undertake the Secretarial Audit of the Company. The report is annexed as Annexure 6.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the
Auditors'' Reports.

There have been on disqualifications, reservations, adverse remarks or disclaimers in the Auditors'' Reports other than
the comment in the Independent Auditor''s Certificate on corporate governance and in the Secretarial Audit Report:

i. about the strength of the independent directors falling below the requisite strength during the period July 24,
2015 to March 29, 2016, which the company has remedied on March 30, 2016 and

ii. non publication of notice of Board Meeting for approval of Financial Results for the quarters ended 31st December,
2015 and 31st March, 2016. The company has been intimating the stock exchanges well in advance about the
board meetings so that information has been disseminated to all stakeholders.

16. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 7.

17. Particulars of employees

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, in respect of employees of the Company will be provided upon
request. In terms of Section 136 of the Act the Report and Accounts are being sent to the Members excluding this
information.

18. Acknowledgement

The Directors wish to convey their appreciation for the tremendous support of our workforce- both unionized and
management and the confidence and loyalty shown by our customers. The Directors also wish to thank the shareholders,
suppliers, bankers and all other business associates for the continuous support given by them to the Company and
their confidence in its management.

On behalf of the Board

(Ms) H S Zaveri S C Rangani

Mumbai: 24th May, 2016 Vice Chairman &
Managing Director Executive Director
& Co. Secretary


Mar 31, 2015

The Members

NRB BEARINGS LIMITED

Mumbai

The Directors have pleasure in presenting their Fiftieth Annual Report together with Audited Accounts for the year ended 31st March, 2015.

1. Financial Results

Consolidated Standalone Year ended 31.03.2015 31.03.2014 31.03.2015 31.03.2014 Rs.lacs Rs.lacs Rs.lacs Rs.lacs

Revenue from operations (Net) 67030.87 60747.95 65559.00 59449.39

Profit before tax 7802.80 5180.42 7418.94 5471.58

Provision for taxation

Current (net) 2446.10 1570.16 2239.34 1447.52

In respect of earlier years 17.11 22.98 17.11 22.98

Deferred tax (30.55) 144.26 (43.97) 109.70

In respect of earlier years -- 73.27 -- 73.27

Profit after taxation 5323.09 3298.43 5206.46 3818.11

Add: Balance brought forward 8880.38 14203.47 7911.10 11209.53

11323.31 16529.77 9624.15 13442.26

Appropriation:

Dividend 1453.84 1066.15 1453.84 1066.15

Tax on distributed profits 296.24 181.19 249.03 170.99

General Reserve -- 381.81 -- 381.81

Debenture Redemption Reserve -- 500.00 -- 500.00

Capital Redemption Reserve 150.00 200.00 -- --

Profit & Loss Account 12303.39 8880.38 14826.90 11323.31

14203.47 11209.53 16529.77 13442.26

2. Appropriation

Dividend

Directors recommend dividend of Rs.1.50/-per equity share of Rs.2/- (Rs.1.10 per share for previous year) payable to members/beneficial owners as per the Register of Members as applicable aggregating Rs. 1453.84 lacs.

3. Operations/Outlook

During the first 6 months of the financial year, there was moderate improvement in the country''s economic climate with GDP growth improving to 5.5%, Services sector continuing its strong growth trend, Agriculture also contributing with reasonable development and only IIP showing an erratic trend with a 1.5% growth. The change in Government in May''2014 raised high expectations that a strong government not constrained by coalition politics will usher in significant reforms that can accelerate growth. Globally, the sharp drop in crude oil prices helped contain inflation, the Indian Rupee, after a year of volatility in 2013-14, stabilized against the USD and improved against the Euro, with only the RBI continuing its conservative approach - reducing repo rates, though not to the expected levels.

Despite the positive environment, the revival of the investment cycle has not happened and economic growth remains subdued with industrial production remaining lackluster. The overall volatility has had a negative influence on consumer sentiment and demand. Barring the two wheeler segment and some traction in the high value 4-wheeler segments of passenger cars and commercial vehicles, the automotive sector, one of the largest consumers of the Company''s products, saw de-growth in the farm equipment/off highway segment. Your Company aggressively pushed sales in the domestic market and for exports and successfully increased sales in these segments and once again achieved its highest ever sales revenues of Rs.65559 lacs (previous year Rs.59449 lacs) a growth of 10.30% and also achieved its highest ever exports revenues of Rs.15811 lacs (previous year Rs.14250 lacs). Profit after tax has also improved to Rs.5206 lacs (previous year Rs.3818 lacs) helped by the lower charge on depreciation.

There is still optimism that the new government at the Centre will accelerate economic activity and RBI will ease interest rates once inflation is contained, thus favourably impacting the overall sentiment in the manufacturing sector. Domestic consumption remains a key growth engine for the Indian economy and with significant additions to the working age population, rising disposable incomes particularly in rural areas and the government revived spending on infrastructure and in the social sector to foster inclusive growth, will help India realize its long term development potential in a sustainable way. Your Company, with a clear and dedicated customer focus,is investing in and building its R&D capabilities, developing product lines with better profit margins and streamlining its production processes to eliminate waste from operations.

4. Finance

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.

a. Public Deposits

The Company has not taken fixed deposits during the year. There are no unclaimed deposits.

b. Non convertible debentures

During the year the non convertible debentures aggregating Rs.20 crores were redeemed in May 2014. Accordingly all the debentures stand extinguished.

c. Particulars loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

5. Directors

The Board of Directors had, on the recommendation of the Nomination & Remuneration Committee appointed Mr. S B (Ravi) Pandit and Ms. Aslesha A Gowariker as Additional Directors of the Company in the category of independent Directors w.e.f. 5th September, 2014. Mr. S B (Ravi) Pandit has informed that he will not be in a position to continue after the the ensuing AGM on account of work pressures. In the case of Ms. A A Gowariker, the notice for the forthcoming Annual General Meeting (AGM) includes her appointment as independent Director under the Companies Act, 2013 for a period of five years w.e.f. 5th September, 2014.

All independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Ms. H S Zaveri retires by rotation pursuant to Article 111 of the Articles of Association and is eligible for reappointment.

Mr. Satish Rangani is proposed to be re-appointed as Whole time Director, designated Executive Director & Company Secretary, for a further period of 18 months on the expiry of his present contract on 24th July, 2015 and the same has been included in the notice for the forthcoming AGM.

Familiarisation Programme for Independent Directors

In order to familiarize the Independent Directors with the business of the Company presentation was made by the CFO covering nature and scope of business, nature of industry in which Company operates, profitability and future plans. Regularly at meetings updates are given to the Board.

Board evaluation

The Board has carried out an annual performance evaluation of its own performance and the Directors individually. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The independent Directors have also met separately in March 2015.

Remuneration policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The remuneration policy is posted on the company''s website.

Meetings

During the year four Board meetings and five Audit committee meetings were convened and held (details in Corporate Governance Report). The intervening gap between the meetings was less than four months. The date for the next meeting is fixed in advance at the previous meeting both for board and committee meetings.

6. Subsidiaries

As of 31st March, 2015 the Company has three subsidiaries viz. SNL Bearings Ltd (SNL), NRB Bearings (Thailand) Ltd and NRB Bearings Europe GmbH. The consolidated results include the working of these subsidiaries.

SNL Bearings, in which your Company holds 73.45% equity, has reported PAT of Rs.454.96 lacs (previous year Rs.338.85 lacs). Despite the challenging environment in the Indian economy, SNL has achieved sales growth. Profit before tax (PBT) has increased by 36% from Rs.496.05 lakhs (Previous year) to Rs.673.47 lakhs on account of higher volumes and improved cost competitiveness. SNL will further capitalize on growth opportunities during the current year and enhance profitability and widen its ability to serve customers with emphasis on improving quality and productivity.

NRB Bearings (Thailand) Ltd, a wholly owned subsidiary, has increased its sales by 30% to THB 113.6 million (Rs.22.6 crores). The share of manufacturing revenues out of total revenues has been 51% at THB 58.3 million (Rs.11.6 crores) and trading revenues are 49% at THB 55.3 million (Rs.11.0 crores). The Company has turned EBITDA positive for the year and the loss has been lower at THB 14.9 million (Rs.2.98 crores). New business is being finalized with global European and Japanese customers and manufacture of new products as well as enhanced production of needle rollers, planned during FY 2015-16 will help in improving the financial results during the coming years..

NRB Bearings Europe GmbH, a wholly owned subsidiary was set up during the year in view of increasing exports to Europe. The Company provides marketing and customer support services. The income during the year is EURO 163,227 (Rs.110 lacs) and the resultant profit after tax is EURO 5,257 (Rs.3.58 lacs).

7. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014 has been given in the Annexure 1 forming part of this report.

8. Industrial Relations/Vigil Mechanism and Whistle Blower Policy

During the year the Company maintained cordial relations with the workmen''s unions at all plants. In April 2015 nine workmen opted for VRS at Chikalthana and the total compensation payable is Rs.75.62 lacs.

Our people approach is reflected in the team work and the implementation of the number of initiatives involving employees and their families to share and promote organizational values. Regular training programmes are conducted for imparting understanding of bearing and engineering principles, modern manufacturing practices and on attitudinal and behavioural aspects.

The Company has a Vigil Mechanism and Whistle Blower Policy. Details of the same have been given in Annexure 2 forming part of this report and are posted on the website of the Company.

9. Business Risk Management

Pursuant to the requirement of clause 49 of the Listing Agreement, the Company has constituted a Risk Committee, the details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board''s Report.

10. Safety, Health and Environment

The Company is committed to establish and maintain safe working environment that promotes good health and high performance of the employees, and simultaneously takes measures to protect the environment. We also ensure that safety behavior is well demonstrated by our employees while working on the shop floor by using personal protective equipments as required.

Company has been accredited with internationally acclaimed certification viz. ISO14001:2004 to identify and control environmental impact and constantly improve the environmental performance; OHSAS: 18001:2007 occupational health and safety management systems; and ISO/TS: 16949:2009 for Quality Management Systems.

The commitment towards the environment preservation extends beyond regulatory compliances as per MPCB norms and ambient, air and noise levels waste monitoring through ETP/STP treatment is being done. Initiatives are taken across the Company to conserve natural resources, reduction & recycling of wastes; and adherence to emission norms.

There have been numerous initiatives by the NRB towards safety and environment awareness among employees:

1. Awareness on environment preservation and protection through regular monitoring of environment parameters and employees engagement activities like tree plantation and drawing competitions.

2. "Safety first and always first" is the highest priority of the Company. The Safety policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations as an on-going process.

Special initiatives have been taken up such as mock drills, up-gradation of Fire protection systems, safety training to employees, reporting of near-miss incidents and first aid awareness. We strive to achieve "Zero-Accident Tolerance".

3. Setting up of Solar Lights in factory premises and air ventilators on factory roof to save electricity, improve air quality and protect usage of natural resources electricity.

4. Significant reductions have been achieved across all locations in minimizing the requirement of electricity, use of less petrochemicals, grease, turpentine, etc. Turpentine has been replaced with stansol to prevent vapour spreading for improved health of employees.

5. Water conservation through re-use of waste water and rain water harvesting at plants - capacity to harvest upto 50 lac ltrs rain water every year to increase ground water levels.

6. Vermiculture for making Vermicompost as nutrient-rich organic fertilizer and soil conditioner

7. Strict policy for non-consumption of tobacco and intoxicating materials to protect the mental and physical health of employees. Regular awareness programs like "Vyasan Mukti" & "Yoga Classes" conducted to educate employees to get rid of evils of intoxication and stressful work life and embrace good health and work-life balance.

11. Corporate social responsibility

NRB has always believed in and worked towards "inclusive growth''- improving the quality of life of the people we touch and in the communities where we operate.

During the year, your Company has encouraged and supported young engineers and budding technology/automotive enthusiasts through the following sponsorships:

1 Team IIT Bombay Racing team "BAHA" in 2013-14 & 2014-15 as one of the largest educational motorsport event hosted by the Institution of Mechanical Engineers in Europe with over 100 participating nations.

2 On a regular basis we conduct Blood Donation camps across locations to help the society to donate blood in case of any emergency.

3 NRB Hyderabad & Chikalthana plants have taken a special step by starting a "Summer Water Camp" to help the needy and poor people to provide water in the scorching heat.

4 NRB believes in "Go Green" policy. NRB takes initiatives in planting trees and plants in and around the NRB factories.

In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013 NRB has decided to focus on :

Promotion of education

Promoting gender equality and empowering woman Employment enhancing vocational skills

In terms of the above the Company has been contributing for primary education, secondary education (study of sciences, maths and engineering) and to engineering colleges for studies in mathematics and engineering.

Company has supported a Pune based NGO - Gyan Prakash Foundation (GPF). GPF is a registered non-profit organization with a focus on quality education for children in rural India. NRB is supporting GPF efforts towards making a notable impact in the rural education landscape through their BRIDGE programme which is an intervention that bridges the gaps in readiness of children entering school- from Anganwadis or directly without any pre-school experience- to create positive impact on learning outcomes and dropout rates.

The Company has contributed to the Ashoka University which is devoted to transforming indian higher education based on the principles of multidisciplinary education delivered by exceptional faculty members and ivy-league quality education at an affordable price.

The liberal education helps develop intellect, nurtures critical thinking and provides specialisation with a broader foundation of knowledge. It provides an attractive proposition to students who want an ivy league/oxbridge level education without leaving India at an estimated cost of 1/5th that of a top-ranked university in the west.

The average of the last 3 years profits works out to Rs.5,954 lacs and @ 2% the amount to be spent by the Company on CSR activities works out to Rs.119 lacs during FY 2014-15. The Company has actually spent Rs.122 lacs during FY 2014-15 on the identified activities.

12. Corporate governance

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors and the Senior Management personnel of the Company.

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Managing Director and the VP: CFO of the Company.

Members desirous of receiving the full Report and Accounts of the subsidiaries will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report and Accounts. This measure would be in line with the MCAs Green initiative for paperless communications. The same shall also be kept for inspection by any Members at the registered office of the Company and of the respective subsidiary Company concerned and shall also be posted on the web site of the Company viz.www.nrbbearings.com.

13. Directors'' responsibility statement

In accordance with Section 134 of the Companies Act, 2013, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed and no material departures have been made from the same;

ii. accounting policies selected were consistently applied. Reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the profit of the Company for the accounting year ended on that day;

iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis.

v. the internal financial controls to be followed by the Company have been laid down and are adequate and were operating effectively.

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

14. Related Party transactions (RPT)

All RPT that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant RPT by the Company with promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All RPT are placed before the audit committee as also the board for approval. Prior approval of the audit committee is obtained on a quarterly basis for transactions which are foreseen and repetitive in nature. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.

The policy on RPTs as approved by the board is uploaded on the Company''s website.

15. Auditors Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and offer themselves for re-appointment.In terms of Clause 41(1)(h) of the Listing Agreement, the statutory auditors are subjected to the

Peer Review process of the ICAI and hold a valid certificate issued by the Peer review Board of ICAI.

A certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013.

Cost Auditors

The product "Bearings" was subject to cost audit under the Central Government rules. The cost audit report for the year ended 31.3.2014 was reviewed by the audit committee at their meeting held on 1st August, 2014 and has been filed in xbrl format on 22nd September, 2014. Cost audit for the year ended 31st March, 2015 is not applicable.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.U C Shukla, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed as Annexure 3.

16. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 4.

17. Particulars of 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 employees of the Company will be provided upon request. In terms of Section 136 of the Act the Report and Accounts are being sent to the Members excluding this information.

18. Acknowledgement

The Directors wish to convey their appreciation for the tremendous support of our workforce- both unionized and management and the confidence and loyalty shown by our customers. The Directors also wish to thank the shareholders, suppliers, bankers and all other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of the Board (Ms) H S Zaveri Mumbai : May 18,2015 Managing Director & President


Mar 31, 2013

To The Members of NRB BEARINGS LIMITED

Mumbai

The Directors have pleasure in presenting their Fortyeighth Annual Report together with Audited Accounts for the year ended 31st March, 2013.

1. Financial Results Year ended Year ended 31st March, 2013 31st March, 2012 Rs. lacs Rs. lacs

Profit before providing for Depreciation and taxation 8501.72 9664.06

Less: Depreciation 2997.18 2777.34

Provision for taxation

Current (net) 1151.60 2045.07

In respect of earlier years (254.45) 1.50

Deferred tax (96.18) 11.48

Profit after taxation 4703.57 4828.67

Add: Balance brought forward 7475.11 5373.19

12178.68 10201.86

Appropriation:

Dividend 1647.68 1938.45

Tax on distributed profits 269.82 305.43

General Reserve 470.36 482.87

Debenture Redemption Reserve 166.67 -

Profit & Loss Account 9624.15 7475.11

12178.68 10201.86

2. Appropriation

Dividend

Directors recommend dividend of Rs.1.70/- per equity share of Rs.2/- (Rs.2.00 per share for previous year) payable to members/beneficial owners as per the Register of Members as applicable aggregating Rs.1647.68 lacs.

3. Operations / Outlook

In FY 2012-13, as the year progressed, business environment remained difficult and operating in such an testing environment proved challenging. Amidst this sluggish environment your company once again achieved its highest ever sales turnover of Rs.56856 lacs (previous year Rs. 54071 lacs) a growth of 5.15% and also achieved its highest ever exports of Rs.14973 lacs (previous year Rs.7055 lacs). Profit before tax is lower at Rs.5505 lacs (previous year Rs.6886 lacs) down by 20.05% on account of higher input costs and finance costs. Benefiting from the lower effective tax rate on account of Pantnagar plant operations and R&D weighted deduction, the Profit after tax (PAT) was marginally down by 2.57% at Rs.4704 lacs (Rs.4828 lacs in 2011-12).

Indian economy has grown at its slowest pace in the last decade affected by factors like high inflation, tight liquidity and fiscal imbalances which affected the investment sentiments. Infrastructure development has suffered from lack of clarity on policy and high capital costs. The overall volatality in the environment has had a negative influence on consumer sentiment and demand. Even though the consumption story remains strong for India over a longer term period, the economy is still exposed to blips in the short term. Your company is committed towards investing in NRB''s future and for developing its R&D capabilities. We are confident that our capital expenditure programmes will enable us, in the long term,to take full advantage of our market position and achieve our growth ambitions.

As we move forward, revival of economical growth and apetite for investment among business leaders will depend largely on the pace of policy and structural reforms. Planned positive interventions by the Government in upgrading basic infrastructure across the country and skill enhancement of the young population, will eventually shape the way the Indian economy grows. Technology and innovation will be the leading drivers for growth and your company is taking steps to invest in qualitative growth as a part of its continuous improvement processes.

4. Public Deposits

The company has not taken fixed deposits during the year. There are no unclaimed deposits.

5. Directors

Ms.H S Zaveri and Mr.Anand N Desai retire by rotation pursuant to Article 111 of the Articles of Association and are eligible for reappointment.

Mr. Tashwinder Singh has joined the Board as an independent non- executive Additional Director. The company has received notice from a shareholder proposing his appointment beyond the conclusion of the forthcoming Annual General Meeting, and accordingly the same has been included in the Notice.

6. Subsidiaries

As of 31st March, 2013 the company has two subsidiaries viz. SNL Bearings Ltd (SNL), and NRB Bearings (Thailand) Ltd. The consolidated results include the working of these subsidiaries.

SNL Bearings, in which your company holds 73.45% equity, has reported PAT of Rs.423.04 lacs (previous year Rs.446.51 lacs). Your company''s net sales have grown by 12% in a slowing market, but with increased charges towards depreciation, finance and tax, PAT has shown a marginal decline. Capacity utilization has improved to keep pace with the growth in demand and the company has also undertaken investments to further enhance capacities. Your company will continue to make every effort to further improve its performance during the current year, by capitalising on the growth opportunities.

NRB Bearings (Thailand) Ltd, a wholly owned subsidiary, has increased its sales by 38% to THB 76.4 million (Rs.1413 lacs). The share of manufacturing revenues out of total revenues has been 18% at THB 13.45 million (Rs.250 lacs) which is expected to go up to 40% of total revenues in the current financial year to THB 50.0 million (Rs.925 lacs). The loss for the year has been reduced to THB 13.66 million (Rs.253 lacs) from THB 19.98 million (Rs.330 lacs). Manufacture of new products as well as enhanced production of needle rollers, planned during FY 2013-14 will ensure an improved financial performance.

Consequent upon the Scheme of Arrangement becoming effective from 1st October, 2012, NRB Industrial Bearings Ltd (NIBL) and Scheneeberger India Pvt. Ltd. have ceased to be a subsidiary and joint venture company respectively. The results for the financial year include the performance of these two companies till 30th September, 2012.

7. Information Regarding Employees

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 forms part of this report.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been given in the Annexure forming part of this report.

9. Industrial Relations

During the year the company maintained cordial relations with the workmen''s unions at all plants.

10. Safety, Health and Environment

The company is committed to establishing and maintaining a safe working environment that promotes the health and performance of all our employees as well as taking active measures to protect the environment. We also make sure that our employees working on the shop floor use safety equipments while working on the machines so that we can have safe and healthy work environment without losing our family members.

Company has been awarded and internationally recognized with external certification viz. IS014001:2004 (for adherence to environmental processes), OHSAS: 18001:1999(for Health & Safety) and ISO/TS: 16949:2002 (quality management)

The commitment to the environment extends beyond legal compliance requirements and initiatives are underway across the company''s locations to minimize the consumption of natural resources and reducing waste and emissions that include rainwater harvesting, vermiculture, recycling of waste water, etc.

There have been numerous initiatives by us towards our environment and our employees :

1. Planting of 300 trees during the last 12 months.

2. Safety is accorded the highest priority by the company. The Safety policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations on an ongoing basis.

Special initiatives are being taken up such as mock drills, up gradation of Fire protection systems, encouraging reporting of near-miss incidents. We are striving to achieve "Zero-Accident Tolerance".

3. Setting up of Solar Lights in our factory premises so that less electricity is consumed and efficiency can be maintained through natural resources.

4. Significant reductions have been achieved across all locations in minimizing the requirement of electricity, use of less petrochemicals, grease, turpentine, etc.

5. Rain water harvesting to alleviate shortage of water in the drought hit Aurangabad region.

6. Strict policy for non-consumption of tobacco and intoxicating materials, is in line with the physical and mental health of employees. Regular awareness programs conducted to educate employees about the same and also other types of diseases like diabetes and reactions in emergency situation like heart attacks.

7. Yoga sessions for all its employees to make sure that the employees are fit and stay healthy resulting in higher productivity and better living of the employees.

11. Corporate social responsibility

NRB has always believed in and worked towards "inclusive growth''- improving the quality of life of the people we touch and in the communities where we operate. In addition to the company further strengthening its partnership with the local authorities like ITI''s and contributing to the skills development of locals, our company has joined hands with Habitat for Humanity to build homes in Aurangabad Region. Habitat for Humanity is a nonprofit organization that seeks to provide safe, decent and affordable shelter for the poor. By partnering with Habitat, we will get an opportunity to bring about a tangible change in the lives of people and strengthen our commitment to social change

NRB focuses on education; particularly for underprivileged communities and women. It is one of the founder partners of the First Tech Challenge, part of the FIRST: For Inspiration and Recognition in Science and Technology program in India. The project is part of a technological literacy movement that seeks to bridge the academic gap and inspire all students to design products of the future.

During the year, your company has encouraged and supported young engineers and budding technology/ automotive enthusiasts through the following sponsorships :

1 Team IIT Bombay Racing team sponsored in 2012 and 2013 for the largest educational motorsport event hosted by the Institution of Mechanical Engineers in Europe with over 100 participating nations.

2 On a regular basis we conduct Blood Donation camps across locations to help the society to donate blood in case of any emergency.

3 NRB Hyderabad & Chikalthana plants have taken a special step by starting a "Summer Water Camp" to help the needy and poor people to provide water in the scorching heat.

12. Corporate Governance

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

The Code of Conduct for Directors and Senior Management personnel of the company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Senior Management personnel of the Company.

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Managing Director and the CFO of the Company.

In terms of circular dated February 8, 2011 from Ministry of Corporate Affairs the company has availed the benefit of the general exemption and the Accounts of the subsidiaries are not included in this Annual Report. In terms of the said circular, your Directors undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and its subsidiary companies seeking such information at any point of time and shall also be kept for inspection by any Members at the registered office of the Company and of the respective subsidiary company concerned and shall also be posted on the web site of the company viz.www.nrbbearings.com. The statement as required under clause (iv) of the aforesaid circular is also attached to the financial statements hereto.

Members desirous of receiving the full Report and Accounts of the subsidiaries will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report and Accounts. This measure would be in line with the MCAs Green initiative for paperless communications.

13. Directors'' Responsibility Statement

In accordance with Section 217(2AA) of the Companies Act, 1956, the Directors state that:

i in the preparation of annual accounts, all applicable accounting standards have been followed and no material departures have been made from the same;

ii. accounting policies selected were consistently applied.Reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit of the Company for the accounting year ended on that day;

iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis.

14. Audit

M/s Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment

A certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

The product "Bearings" is subject to cost audit under the Central Government rules. M/s. Nanabhoy & Co, Cost Accountants have been reappointed as the Cost Auditors for the year ending 31st March, 2014. The cost audit report for the year ended 31.3.2012 was reviewed by the audit committee at their meeting held on 3rd August, 2012 and has been filed in xbrl format on 4.1.2013. The cost audit for the year ended 31st March,2013 is in progress and the cost audit report will be filed within the stipulated time.

15. Group as Defined in the MRTP Act, 1969

Persons constituting group under the above Act are listed in Annexure A to this report.

16. Acknowledgement

The Directors regret to inform about the sad demise of Dr. P D Ojha, RBI Dy. Governor (retd.) who was a distinguished member of the Board between 1991 and 2011 and wish to record the valuable contribution made by him to the board proceedings during his tenure.

The Directors wish to convey their appreciation for the tremendous support of our workforce-both unionized and management and the confidence and loyalty shown by our customers. The Directors also wish to thank the shareholders, suppliers, bankers and all other business associates for the continuous support given by them to the company and their confidence in its management.

On behalf of the Board

(Ms) H S Zaveri

Managing Director & President

Mumbai : May 29, 2013


Mar 31, 2012

To The Members of NRB BEARINGS LIMITED Mumbai

The Directors have pleasure in presenting their Forty seventh Annual Report together with Audited Accounts for the year ended 31st March, 2012.

1. Financial Results Year ended Year ended 31st March, 2012 31st March, 2011 Rs. lacs Rs. lacs

Proft before providing for Depreciation and taxation 9664.06 10251.07

Less: Depreciation 2777.34 2286.47

Provision for taxation

Current (net) 2045.07 2650.00

In respect of earlier years 1.50 42.96

Deferred 11.48 (119.88)

Proft after taxation 4828.67 5391.52

Add: Balance brought forward 5373.19 2773.74

10201.86 8165.26

Appropriation:

Dividend 1938.45 1938.45

Tax on distributed profts 305.43 314.47

General Reserve 482.87 539.15

Proft & Loss Account 7475.11 5373.19

10201.86 8165.26

2. Dividend

Directors recommend dividend of Rs. 2.00/- per equity share of Rs.2/- (Rs. 2.00 per share for previous year) payable to members/beneficial owners as per the Register of Members as applicable aggregating Rs. 1938.45 lacs.

3. Operations / Outlook

During fiscal 2011-12, global uncertainties led to a slow down of demand in the Indian economy, which combined with rising input costs, higher interest rates and the sudden depreciation in the value of the rupee has put pressure on margins. Maintaining its focus on providing customer specific solutions, your company has posted record net sales revenues crossing the milestone of Rs. 500 crores Sales (net of excise duty) for the year ended 31st March, 2012 were Rs. 54071 lacs as against Rs.46636 lacs in the previous year, an increase of 16%. However margin pressures resulted in Profit before tax (PBT) being lower at Rs.6887 lacs as compared to Rs. 7965 lacs in 2010-11, down by 13.5%. After providing for current and deferred taxes, the Profit after tax (PAT) was Rs. 4829 lacs (Rs.5392 lacs in 2010-11), down by 10.5%.

Economic and financial events over the year, however, have increased concerns about the sustainability of the growth momentum - high and persisting inflation coupled with a continuing high fiscal deficit have emerged as significant risk factors in sustaining India's growth. In general higher global metals and commodity prices have contributed to rising input costs which are being progressively passed on to customers. Currently India's overall balance of payments remains weak, putting pressure on the Rupee which has touched a historic low. Government action in attracting Foreign Direct investments, which have slowed since the last quarter of fiscal 2011, and reversing the Centre's policy inaction, are the much required steps to set the India growth story back on track.

The fundamental drivers of India's growth prospects remain intact. However, global developments, in conjunction with Indian policy responses to the concerns noted above, are likely to make 2012-13 a challenging year. The management is taking cognizance of these challenges and is geared to face them. To further consolidate our position, capacities will be sweated to enable the company regain its profitability.

4. Public Deposits

The company has not taken fxed deposits during the year. There are no unclaimed deposits.

5. Directors

Mr. K M Elavia and Mr. D S Sahney retire by rotation pursuant to Article 111 of the Articles of Association and are eligible for reappointment.

6. Subsidiaries and Joint venture company

As of 31st March, 2012 the company has three subsidiaries viz. SNL Bearings Ltd (SNL),NRB Industrial Bearings Ltd (NIBL) and NRB Bearings (Thailand) Ltd. The consolidated results include the working of these subsidiaries.

SNL Bearings, in which your company holds 73.45% equity, has reported a record PAT of Rs.446.51 lacs (previous year Rs.381.71 lacs). Your company benefited from the surge in demand from the automotive sector and has improved its capacity utilization to keep pace with the growth in demand. Your company will continue to make every effort to consolidate this improved performance and capture further growth opportunities during the current year.

NRB Industrial Bearings Ltd, a wholly owned subsidiary has incurred a loss of Rs.1.43 lacs since its incorporation in February' 2011. The project is under implementation and the activity of manufacture of bearings for the industrial sector is expected to commence w.e.f.1st October,2012. Shareholders have already approved the Scheme of Arrangement between the holding company and NIBL whereby the industrial bearings undertaking of the holding company will stand transferred to NIBL.

NRB Bearings (Thailand) Ltd, a wholly owned subsidiary, has incurred a loss of THB 19.98 million (Rs. 330 lacs approx). During the year, manufacture of needle rollers has commenced since November 2011 and has complemented the trading and brand building activities being carried out. Manufacture of new products as well as enhanced production of needle rollers, planned during FY 2012-13 will ensure a better mix of revenue from trading and manufacturing.

The joint venture, Schneeberger India Pvt.Ltd. has shown improved performance for the financial year ended 31st December,2011 with net revenue of Rs.149.33 lacs (growth of 66% over the previous year) and PAT of Rs 77.44 lacs, a growth of 120% over the previous year.

7. Information regarding employees

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 forms part of this report.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo Information required as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been given in the Annexure forming part of this report.

9. Industrial Relations

During the year the company maintained cordial relations with the workmen's unions at all plants.

10. Safety, Health and Environment

The company's plants at Thane, Aurangabad, Waluj, Hyderabad, Jalna and Pantnagar have already been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS:18001:1999 (for Health & Safety) and ISO/TS:16949:2002 (quality management)

The company is committed to establishing and maintaining a safe working environment that promotes the health and performance of all our employees as well as taking active measures to protect the environment. The commitment to the environment extends beyond legal compliance requirements and initiatives are underway across the company's locations to minimize the consumption of natural resources and reducing waste and emissions and include greening programmes, rainwater harvesting, sericulture, treatment plants, etc.

Safety is accorded the highest priority by the company. The Safety policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations on an ongoing basis. Several training programmes and communication tools have been put in place. TPM techniques like Poka Yoke (mistake proofing), photo-electric safety guards, two hand switch operations, gas and fumes detection systems have been implemented on machines to minimize accidents. Special initiatives are being taken up such as mock drills, up gradation of Fire protection systems, encouraging reporting of near-miss incidents. All plants are striving to achieve "Accident Reduction".

11. Corporate social responsibility

Your company has always believed in and worked towards "inclusive growth'- improving the quality of life of the people we touch and in the communities where we operate. In addition to the company further strengthening its partnership with the local authorities like ITI's and contributing to the skills development of locals, your company has joined hands with Habitat for Humanity to build homes in Aurangabad Region. Habitat for Humanity is a non profit organization that seeks to provide safe, decent and affordable shelter for the poor. By partnering with Habitat, we will get an opportunity to bring about a tangible change in the lives of people and strengthen our commitment to social change.

Your company focuses on education; particularly for underprivileged communities and women. It is one of the founder partners of the First Tech Challenge, part of the FIRST: For Inspiration and Recognition in Science and Technology program in India. The project is part of a technological literacy movement that seeks to bridge the academic gap and inspire all students to design products of the future.

During the year, your company has encouraged and supported young engineers and budding technology/ automotive enthusiasts through the following sponsorships:

1 Team-IIT Mumbai sponsored for Bajaj-SAE in year 2011 and also 2012.

2 Rookie Driver Sponsored for Volkswagen Polo Racing Circuit in 2011-12

3 7 School Teams (from under-privileged areas) sponsored and actively mentored for FIRST Tech Challenge India : a Robotics competition for 9-10 grade students.

12. Corporate governance

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

The Code of Conduct for Directors and Senior Management personnel of the company, as approved by the Board, has been affirmed on an annual basis by all the Directors and the Senior Management personnel of the Company.

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Managing Director and the VP: CFO of the Company.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has issued directions under Section 212(8) of the Companies Act,1956 granting general exemption from applicability of the provisions of the Section in relation to the subsidiary companies, subject to the fulfillment of the conditions specified in the said circular.

Availing the benefit of this general exemption, the Accounts of the subsidiaries are not included in this Annual Report. In terms of the said circular, your Directors undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and its subsidiary companies seeking such information at any point of time and shall also be kept for inspection by any Members at the registered office of the Company and of the respective subsidiary company concerned and shall also be posted on the web site of the company viz.www.nrbbearings.com. The statement as required under clause (iv) of the aforesaid circular is also attached to the financial statements hereto.

Members desirous of receiving the full Report and Accounts of the subsidiaries will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report and Accounts. This measure would be in line with the MCAs Green initiative for paperless communications.

13. Directors' responsibility statement

In accordance with Section 217(2AA) of the Companies Act, 1956, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed and no material departures have been made from the same;

ii. accounting policies selected were consistently applied. Reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit of the Company for the accounting year ended on that day;

iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis.

14. Audit

M/s Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

A certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

The product "Bearings" is subject to cost audit under the Central Government rules. M/s. Nanabhoy & Co, Cost Accountants have been reappointed as the Cost Auditors for the year ending 31st March, 2013. The cost audit report for the year ended 31.3.2011 was reviewed by the audit committee at their meeting held on 27th July, 2011 and has been fled on 25.8.2011 well within the due date of 30th September, 2011. The cost audit for the year ended 31st March,2012 is in progress and the cost audit report will be filed within the stipulated time.

15. Group as defend in the MRTP Act, 1969

Persons constituting group under the above Act are listed in Annexure A to this report.

16. Acknowledgement

The Directors wish to convey their appreciation for the tremendous support of our workforce- both unionized and management and the confidence and loyalty shown by our customers. The Directors also wish to thank the shareholders, suppliers, bankers and all other business associates for the continuous support given by them to the company and their confidence in its management.

On behalf of the Board

T S Sahney

Mumbai : May 30, 2012 Executive Chairman


Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Fortysixth Annual Report together with Audited Accounts for the year ended 31st March, 2011.

1. Financial Results Year ended Year ended

31st March, 2011 31st March, 2010

Rs. lacs Rs. lacs

Profit before providing for

Depreciation and taxation 10753.70 5669.46

Less: Depreciation 2286.47 1954.50

Provision for taxation Current (net) 2650.00 1250.00

In respect of earlier years 42.96 -

Deferred (119.88) 24.07

Profit after taxation 5391.52 2440.89

Add: Balance brought forward 2773.74 2040.47

8165.26 4481.36

Appropriation:

Dividend 1938.45 969.23

Tax on distributed profits 314.46 160.97

General Reserve 539.15 244.09

Debenture redemption reserve - 333.33

Profit & Loss Account 5373.20 2773.74

8165.26 4481.36

2. Appropriation

Dividend

Directors recommend dividend of Rs.2.00/- per equity share of Rs.2/- (Rs.2.00 per share for previous year) payable to members/beneficial owners as per the Register of Members as applicable, aggregating Rs. 1938.45 lacs.

Bonus

During the year bonus shares in the ratio of 1:1 i.e. one new fully paid up equity share of Rs.2/- each for every one fully paid up equity share of Rs.2/- each, were credited to the members account as on the record date 16.9.2011. As a result the equity capital has been enhanced to Rs.1938.45 lacs.

3. Operations / Outlook

During fiscal 2010-11 the Indian economy has emerged rapidly from the slowdown caused by the global financial crisis of 2007-09 and remains one of the fastest growing economies of the world.GDP growth has recovered sharply to 8%.The automotive sector in Asia, particularly India and China, have experienced strong growth. Your company has posted record net sales revenues and profits. Sales (net of excise duty) for the year ended 31st March, 2011 were Rs. 46636 lacs as against Rs.34660 lacs in the previous year, an increase of 34%. Profit before tax (PBT) was at Rs.7965 lacs as compared to Rs.3715 lacs in 2009-10, up by 114%. After providing for current and deferred taxes, the Profit after tax ( PAT ) was Rs.5392 lacs (Rs.2441 lacs in 2009-10), up by 121%.

Economic and financial events over the year, however, have increased concerns about the sustainability of the growth momentum- high and persisting inflation has emerged as a significant risk factor in sustaining India's growth, with inflationary pressures spilling over to manufactured products. In general higher global metals and commodity prices have contributed to rising input costs which are being progressively passed on to customers. Secondly, the high fiscal deficit as a result of the fiscal stimulus to counter the slowdown, has the effect of increasing interest rates. The third concern is that India's overall balance of payments remains weaker than expected, putting pressure on the Rupee.Foreign direct investments have slowed since the last quarter of fiscal 2011, offsetting the increase in external borrowings. Although it is still too early to spot definitive trends, industrial growth has slowed not just because of statistical base effects, but even in seasonally adjusted month on month terms, with reports of increasing automobile and housing inventories.

The fundamental drivers of India's growth prospects remain intact. However, global developments, in conjunction with Indian policy responses to the concerns noted above, are likely to make 2011-12 a challenging year.The management is taking cognizance of these challenges and is geared to face them. To further consolidate our position, capacities are being enhanced and the company is well positioned to leverage the opportunities FY2011-12 will bring.

As required under the new Accounting Standards, related party transactions, calculations of earnings per share, provision of deferred tax liability and consolidated accounts of the company and its subsidiaries are made a part of the Annual Report

4. Public Deposits

The company has not taken fixed deposits during the year. There are no unclaimed deposits.

5. Directors

Dr.P D Ojha and Dr.(Ms) Kala S Pant retire by rotation pursuant to Article 111 of the Articles of Association and are eligible for reappointment.

Dr.P D Ojha has on health grounds opted not to seek re-appointment at the Annual General meeting.

Attention of the members is invited to the relevant items of the Notice of the Annual General Meeting and the Explanatory Statement thereto.

6. Subsidiaries and Joint Venture Company

As of 31st March, 2011 the company has two subsidiaries viz. SNL Bearings Ltd (SNL) and NRB Bearings (Thailand) Ltd. The consolidated results include the working of these subsidiaries.

SNL Bearings, in which your company holds 73.45% equity, has reported a record PAT of Rs.381.71 lacs (previous year Rs.5.12 lacs). Your company benefited from the surge in demand from the automotive sector and has improved its capacity utilization to keep pace with the growth in demand. Your company will continue to make every effort to consolidate this improved performance and capture further growth opportunities during the current year.

NRB Bearings (Thailand) Ltd, a wholly owned subsidiary, has incurred a loss of THB 16.479 million (Rs. 244 lacs approx). To complement the current trading and brand building activities, manufacture of certain needle bearing products is expected to commence during the first quarter of FY 2011-12.

Schneeberger India Pvt.Ltd. has for the financial year ended 31st December,2010 a net revenue of Rs.90.28 lacs and a PAT of Rs.35.02 lacs.

7. Information regarding employees

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 forms part of this report.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information required as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been given in the Annexure forming part of this report.

9. Industrial Relations

During the year the company maintained cordial relations with the workmen's unions at all plants.

10. Safety, Health and Environment

The company's plants at Thane, Aurangabad, Waluj, Hyderabad, Jalna and Pantnagar have already been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS: 18001:1999(fbr Health & Safety) and ISO/TS: 16949:2002 (quality management)

The company is committed to establishing and maintaining a safe working environment that promotes the health and performance of all our employees as well as taking active measures to protect the environment. The commitment to the environment extends beyond legal compliance requirements and initiatives are underway across the company's locations to minimize the consumption of natural resources and reducing waste and emissions and include greening programmes, rainwater harvesting, vermiculture, treatment plants, etc.

Safety is accorded the highest priority by the company. The Safety policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations on an ongoing basis. Several training programmes and communication tools have been put in place. TPM techniques like Poka Yoke (mistake proofing),photo-electric safety guards, two hand switch operations, gas and fumes detection systems have been implemented on machines to minimize accidents. Special initiatives are being taken up such as mock drills, upgradation of Fire protection systems, encouraging reporting of near-miss incidents. All plants are striving to achieve "Accident Reduction".

11. Corporate social responsibility

Your company has always believed in and worked towards "inclusive growth'- improving the quality of life of the people we touch and in the communities where we operate. In addition to the company further strengthening its partnership with the local authorities (adoption of ITI's at Jalna, Ambad, Gangapur and Devulgaonraja and upgradation of ITI's at Usmanbad and Nilanga Contributing to the skills development of locals, your company has joined hands with Habitat for Humanity to build homes in Aurangabad Region. Habitat for Humanity is a non profit organization that seeks to provide safe, decent and affordable shelter for the poor. By partnering with Habitat, we will get an opportunity to bring about a tangible change in the lives of people and strengthen our commitment to social change.

Your company focuses on education; particularly for underprivileged communities and women. It is one of the founder partners of the First Tech Challenge, part of the FIRST: for Inspiration and Recognition in Science and Technology program in India. The project is part of a technological literacy movement that seeks to bridge the academic gap and inspire all students to design products of the future. During the year your company has sponsored seven underprivileged schools and is mentoring students to achieve their dreams to become leaders in the world of Science and Engineering.

12. Corporate governance

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

The Code of Conduct for directors and Senior Management personnel of the company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Senior Management personnel of the Company.

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Managing Director and the VP: CFO of the Company.

In the context of mandatory requirement to present consolidated accounts, which provide members with a consolidated position of the company including subsidiaries, at the first instance members are being provided with the report and Accounts of the company treating these as abridged accounts as contemplated by section 219 of the Companies Act, 1956.We have provided the abridged balance sheet and the abridged profit and loss account of the subsidiary companies to the members. Copies of the unabridged balance sheet, unabridged profit and loss account and other documents annexed to the same shall be made available for inspection at the registered office of the company.

Members desirous of receiving the full Report and Accounts of the subsidiary will be provided the same on receipt of a written request from them or on submission of their e-mail IDs for forwarding documents through electronic mode. This will help save considerable cost in connection with printing and mailing of the Report and Accounts. This measure would be in line with the MCAs Green initiative for paperless communications.

13. Directors' responsibility statement

In accordance with Section 217(2AA) of the Companies Act, 1956, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed and no material departures have been made from the same;

ii. accounting policies as listed in the Schedule 19 to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the accounting year ended on that day;

iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis.

14. Audit

M/s Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

A certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

The product "Bearings" is subject to cost audit under the Central Government rules. M/s. Nanabhoy & Co., Cost Accountants have been reappointed as the Cost Auditors for the year ending 31st March, 2012. The cost audit report for the year ended 31.3.2010 was reviewed by the audit committee at their meeting held on 28th July, 2010 and has been filed on 6.9.2010 well within the due date of 30th September, 2010. The cost audit for the year ended 31st March, 2011 is in progress and the cost audit report will be filed within the stipulated time.

15. Group as defined in the MRTP Act, 1969

Persons constituting group under the above Act are listed in Annexure A to this report.

16. Acknowledgement

The progress which the company has made would not have been possible without the tremendous support of our workforce- both unionized and management, the confidence and loyalty shown by our customers, whom we shall always strive to serve better. The Directors wish to convey their appreciation to them. The Directors also wish to thank the shareholders, suppliers, bankers and all other business associates for the continuous support given by them to the company and their confidence in its management.

Your Directors look forward to this continued support to achieve the goals set for the company in the years ahead.

On behalf of the Board

T S Sahney

Mumbai : May 30, 2011 Executive Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Fortyfifth Annual Report together with Audited Accounts for the year ended 31st March, 2010.

1. Financial Results Year ended Year ended 31st March, 2010 31st March, 2009 Rs. lacs Rs. lacs

Profit before providing for Depreciation and taxation 5669.46 2855.53

Less: Depreciation 1954.50 1939.47 Provision for taxation Current (net) 1250.00 280.07

Deferred 24.07 129.67

FBT - 80.00

Profit after taxation 2440.89 426.32

Add: Balance brought forward 2040.47 2571.31

4481.36 2997.63



Appropriation:

Dividend 969.23 775.38

Tax on distributed profits 160.97 131.78

General Reserve 244.09 50.00

Debenture redemption reserve 333.33 --

Profit & Loss Account 2773.74 2040.47

4481.36 2997.63

2. Appropriation

Dividend

Directors recommend dividend of Rs. 2.00/- per equity share of Rs.2/- (Rs.1.20 per share for previous year) payable to members/beneficial owners as per the Register of Members as applicable aggregating Rs.969.23 lacs.

Bonus

Directors recommend issue of bonus shares in the ratio of 1:1 i.e. one new fully paid up equity share of Rs.2/- each for every one fully paid up equity share of Rs.2/- each, to the eligible members of the company as on the record date to be decided by the Board later.

3. Operations / Outlook

Sales (net of excise duty) for the year ended 31st March, 2010 were Rs. 34660 lacs as against Rs.28842 lacs in the previous year, an increase of 20.2%. Profit before tax (PBT) was at Rs.3714 lacs as compared to Rs.916 lacs in 2008-09, up by 305.46%. After providing for current and deferred taxes, the Profit after tax (PAT) was Rs.2440.89 lacs (Rs.426.32 lacs in 2008-09), up by 472.55%.

2009-10 began with uncertainty created by the worldwide financial crisis. The Indian economy, though a domestic driven economy, echoed the global shock, resulting in an overall slowdown in business volumes

in the initial quarters. Timely and exigent steps taken by governments across the world, and successive stimulus packages from the Indian government, helped restore growth and rebuild investor confidence, by creating an atmosphere conducive to investment and growth. Indias GDP growth of 7.2 % has been creditable.

The company has managed a satisfactory performance in a fairly challenging environment and returned to the level of profitability as achieved in the recent past.

At present, in the midst of a new business year, the market outlook for India is more optimistic and confident and it does appear the worst is behind us. Going forward, it is believed that the economic recovery will be driven by a new phenomenon - growing consumer spending in emerging markets with India at the forefront. Initiatives undertaken by the Government to develop infrastructure are playing a crucial role in establishing the pace of recovery. The manufacturing sector, in particular the automobile industry, benefitting from the stimulus packages and also leaner operating costs, has shown encouraging numbers.

The demand scenario looks upbeat and will provide us an opportunity to further exploit our potential to reap good returns. There are some caveats - input prices are increasing leading to inflationary pressures and input demand-supply mismatch caused by the unexpected surge in user requirements, are causes for concern. The management is taking cognizance of these challenges and is geared to face them.

As required under the new Accounting Standards, related party transactions, calculations of earnings per share, provision of deferred tax liability and consolidated accounts of the company and its subsidiaries are made a part of the Annual Report.

4. Public Deposits

The company has not taken fixed deposits during the year. There are no unclaimed deposits.

5. Directors

Mr. K M Elavia and Ms.H S Zaveri retire by rotation pursuant to Article 111 of the Articles of Association and are eligible for reappointment.

Mr. Anand N Desai has been appointed Additional Director in April 2010 and will cease to hold office at the forthcoming Annual General Meeting. He is eligible for reappointment.

Attention of the members is invited to the relevant items of the Notice of the Annual General Meeting and the Explanatory Statement thereto.

6. Subsidiaries and Joint Venture Company

As of 31st March, 2010 the company has two subsidiaries viz. SNL Bearings Ltd (SNL) and NRB Bearings (Thailand) Ltd. The consolidated results include the working of these subsidiaries and of the joint venture Company Schneeberger (India) P. Ltd.

SNL Bearings, in which your company holds 68.78% equity, has reported a lower PAT of Rs.5 lacs (previous year Rs.100 lacs). These results are after accounting the payment of Rs 195 lacs towards VRS implemented by the company during the year. The company management has been able to stabilize its production volumes at higher levels during the last two quarters of the last fiscal and look forward with cautious optimism to improved financial results during the current year.

NRB Bearings (Thailand) Ltd, a wholly owned subsidiary, has incurred a loss of THB 19.805 million (Rs. 277 lacs approx). To complement the current trading and brand building activities, commercial production of identified fast moving products is expected to commence during the first half of 10-11.

Schneeberger (India) P. Ltd. has for the financial year ended 31st December, 2009, net revenue Rs. 38.72 lacs and PAT Rs. 7.72 lacs. Dividend @ 22.5% has been declared for the year.

7. Information regarding employees

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 forms part of this report.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information required as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 has been given in the Annexure forming part of this report.

9. Industrial Relations

During the year the company maintained cordial relations with the workmens unions at all plants.

10. Safety, Health and Environment

The companys plants at Thane, Aurangabad, Waluj, Hyderabad and Jalna have already been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS: 18001:1999 (for Health & Safety) and ISO/TS: 16949:2002 (quality management)

The company is committed to establishing and maintaining a safe working environment that promotes the health and performance of all our employees as well as taking active measures to protect the environment. The commitment to the environment extends beyond legal compliance requirements and initiatives are underway across the companys locations to minimize the consumption of natural resources and reducing waste and emissions and include greening programmes, rainwater harvesting, vermiculture, treatment plants, etc.

Safety is accorded the highest priority by the company. The Safety policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations on an ongoing basis. Several training programmes and communication tools have been put in place. TPM techniques like Poka Yoke (mistake proofing), photo-electric safety guards, two hand switch operations, gas and fumes detection systems have been implemented on machines to minimize accidents. Special initiatives are being taken up such as mock drills, upgradation of Fire protection systems, encouraging reporting of near-miss incidents. All plants are striving to achieve "Accident Reduction".

11. Corporate social responsibility

Your company has always believed in and worked towards "inclusive growth"- improving the quality of life of the people we touch and in the communities where we operate. The company is further strengthening its partnership with the local authorities (adoption of ITIs at Jalna, Ambad, Gangapur and Devulgaonraja and upgradation of ITIs at Usmanbad and Nilanga) contributing to the skills development of locals.

As part of a worldwide education initiative to prepare the engineers of the future, in collaboration with FIRST (of USA) and Parametric Technology Co. (PTC) your company is implementing First Tech Challenge (FTC) in high schools to inspire youth in science, technology, engineering and math skills, by engaging them in team- based, mentor based programs to use robotics. Starting with 7 high schools this year, the plan is to extend it progressively to 1500 schools in the coming years. The project is part of a technological literacy movement that seeks to bridge the academic gap and inspire all students to design products of the future.

The company continues its co sponsorship of a project launched by TERI (The Energy and Resources Institute, Mumbai) to target 2000 children from 20 municipal schools in and around Mumbai in an environment education and awareness project- global warming biodiversity, water, waste and energy.

12. Corporate governance

Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

The Code of Conduct for directors and Senior Management personnel of the company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Senior Management personnel of the Company.

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Managing Director and the Chief Financial Officer of the Company.

In the context of mandatory requirement to present consolidated accounts, which provide members with a consolidated position of the company including subsidiaries, at the first instance members are being provided

with the report and Accounts of the Company treating these as abridged accounts as contemplated by section 219 of the Companies Act,1956. We have provided the abridged balance sheet and the abridged profit and loss account of the subsidiary companies to the members. Copies of the unabridged balance sheet, unabridged profit and loss account and other documents annexed to the same shall be made available for inspection at the registered office of the company.

Members desirous of receiving the full Report and Accounts of the subsidiaries will be provided the same on receipt of a written request from them. This will help save considerable cost in connection with printing and mailing of the Report and Accounts.

13. Directors responsibility statement

In accordance with Section 217(2AA) of the Companies Act, 1956, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed and no material departures have been made from the same;

ii. accounting policies as listed in the Schedule 19 to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit of the Company for the accounting year ended on that day;

iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. the Annual Accounts have been prepared on a going concern basis.

14. Audit Qualification

The Auditors Report for the year ended 31st March2010 draws attention to note 11(a) of Schedule 20 that inadequate profits during the previous year have resulted in excess remuneration of Rs 44.28 lacs having been paid to the Managing Director and one Wholetime Director considering the provisions of Sections 198 and 269, read with Schedule XIII of the Companies Act, 1956. The application for waiver of such excess remuneration is pending the approval of the Central Government. The fundamental parameters for the company are sound, the adverse factors have corrected in the current financial year and considering the past financial performance of the company the necessary approvals should be forthcoming.

15. Auditors

M/s. A F Ferguson & Co. have declined re-appointment as Auditors of the company. M/s Deloitte Haskins & Sells, Chartered Accountants, have agreed to be appointed as Auditors and the Board recommends the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants, as the Auditors of the Company.

A certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

16. Acknowledgement

The Directors wish to convey their appreciation to all of the companys employees for their enormous personal efforts as well as their collective contribution to the companys performance. The Directors also wish to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for the continuous support given by them to the company and their confidence in its management.

Your Directors look forward to the future with confidence..

On behalf of the Board

T S Sahney Chairman

Mumbai:Jun 1, 2010

 
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