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Directors Report of SRF Ltd.

Mar 31, 2017

The Directors are pleased to present the 46th Annual Report for the year ended March 31, 2017.

Financial Results

(Rs, in crores)

Particulars

2016-17

2015-16

Revenue from operations

4,197.82

3,944.97

Other income

46.11

36.99

Total Income

4,243.93

3,981.96

Profit Before Interest, Depreciation & Tax (PBIDT)

867.58

844.36

Less: Interest & Finance Charge

77.53

95.43

Gross Profit

790.05

748.93

Less: Depreciation and amortization charge

241.98

233.11

Profit Before Tax (PBT)

548.07

515.82

Less: Provision For Taxation including Deferred Tax Charge

129.25

143.95

Profit After Taxation (PAT)

418.82

371.87

Add: Profit Brought Forward

1,941.40

1,690.72

Total

Appropriation

2,360.22

2,062.59

Interim dividend on Equity Shares

68.90

57.42

Corporate Tax on Dividend

14.03

11.70

Other comprehensive income arising from remeasurement of defined benefit obligation

0.41

2.07

Amount transferred to Debenture Redemption Reserve

-

50.00

Profit carried to Balance Sheet

2,276.88

1,941.40

Equity Dividend

During the year, your Company has paid two interim dividends of Rs, 6 per share each aggregating to Rs, 12 per share, amounting to Rs, 82.93 Crores (inclusive of taxes). The Board of Directors of the Company has not recommended any final dividend.

Operations Review

Total revenue from operations of the Company on standalone basis increased by 6.41 per cent from Rs, 3944.97 Crores in 2015-16 to Rs, 4197.82 Crores in 2016

17. Mainly due to increase in revenue from operations, the profit before interest, depreciation and tax (PBIDT) including ‘other income’ on a standalone basis increased from Rs, 844.36 Crores in 2015-16 to Rs, 867.58 Crores in 2016-17.

Profit before tax (PBT) on a standalone basis increased by 6.25 per cent from Rs, 515.82 crores in 2015-16 to Rs, 548.07 Crores in 2016-17. After accounting for the provision for taxation of Rs, 129.25 crores, profit after tax (PAT) on a standalone basis increased by 12.63 per cent from Rs, 371.87 crores in 2015-16 to Rs, 418.82 crores in 2016-17.

Management Discussion and Analysis

A detailed section of the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 2016-17 and forms a part of the Board’s Report. How here, as a green initiative the Business Responsibility Report for 2016-17 has been hosted on the website of the company at http://www.srf.com/investor-relations/ investors.html#reports. Any shareholder who wants to obtain a physical copy of the same may send a request to the Company at is registered office.

Subsidiaries, Joint Ventures and Associate companies

During the year 2016-17, SRF Overseas Ltd.(SRFO), a wholly owned subsidiary of the Company, was wound up. It had a nylon timecard manufacturing facility in Dubai, UAE which was closed in 2013-14 due to sustained downturn in European markets and high fixed costs.

As on March 31, 2017, your Company had 5 (five) operating wholly owned subsidiary companies whereby

1 (one) wholly owned subsidiary company is registered in India and remaining 4 (four) are registered outside India.

2 (two) of these are direct wholly owned subsidiaries and rest 3 (three) are step-down wholly owned subsidiaries. The consolidated profit and loss account for the period ended March 31, 2017 includes the profit and loss account for these 5 (five) wholly owned subsidiaries for the complete Financial Year ended March 31, 2017 and for a part of the year for SRFO which was wound up during the year.

These subsidiaries are:-

1. SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. This entity is an SPV formed for the purpose of holding investments and mobilizing funds for the 3 (three) step-down subsidiaries of the Company.

2. SRF Industries (Thaland) Ltd.(a step down wholly owned subsidiary of SRF Global BV) is incorporated in Thailand engaged in the manufacture and distribution of nylon tyre cord and packaging films.

3. SRF Flexipak (South Africa) (Pty) Ltd.(a step down wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of packaging films.

4. SRF Industex Belting (Pty) Ltd. (a step down wholly owned subsidiary of SRF Global BV) is incorporated in South Africa engaged in manufacture and distribution of belting fabrics.

5. SRF Holiday Home Ltd. is a wholly owned subsidiary of the Company incorporated in India. This company is engaged in the business of acquisition and renting of real estate properties.

The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.

No other subsidiaries were divested and no new subsidiaries were incorporated. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual

Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report. The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.srf.com/pdf/2014%20(10)%2028%20 -%20Policy%20on%20material%20subsidiary%20 companies%20-%20v2%20-%20Oct14.pdf.

The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.srf.com.

Directors & Key Managerial Personnel

Your Directors are seeking re-appointment of Mr. Arun Bharat Ram as Chairman with executive powers for a fresh term of 5 years effective from June 15, 2018.

Being a Director lible to retire by rotation, Mr. Arun Bharat Ram is also retiring at the forthcoming annual general meeting and being eligible offers himself for re-election.

Mr. Arun Bharat Ram, Chairman is a relative of Mr. Ashish Bharat Ram, Managing Director and Mr. Kartik Bharat Ram, Deputy Managing Director. He is not related to any other Director or Key Managerial Personnel of the Company.

Mr. Ravichandra Kambhampaty, Director (Safety & Environment) & Occupier had resigned due to his advanced age and was relieved from the services of the Company on March 31, 2017. Mr. Pramod Gopaldas Gujarathi was appointed as an additional director upto the forthcoming annual general meeting and was appointed as Director (Safety & Environment) & Occupier with effect from April 1, 2017 for a term of three years.

Your Directors recommend appointment of Mr. Pramod Gopaldas Gujarathi as a regular Director and for his appointment as Director (Safety & Environment) & Occupier for a term of 3 years with effect from April 1, 2017.

Mr. Pramod Gopaldas Gujarathi is not related to any Director or Key Managerial Personnel of the Company.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

In accordance with the requirements of the Companies Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I.

In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Directors, Non- Independent nonexecutive Director and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Regulations, fulfillment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company’s governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfillment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http:// www.srf.com/pdf/Familiarization2015.pdf

Meetings of the Board

During the year 2016-17, five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 57 of this Annual Report.

Directors’ Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms’ length basis and in accordance with the Transfer Pricing Policy/basis approved by the Audit Committee and/or in accordance with the Omnibus approval of the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions.

Your Directors draw attention of the members to Note 33 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 40(d) of Additional Disclosures forming part of the standalone financial statement).

Corporate Social Responsibility (CSR)

As per the requirements of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility Committee comprising of Dr. Meenakshi Gopinath, Director (CSR) (Chairperson of the Committee), Mr. Kartik Bharat Ram, Deputy Managing Director and Mr. Lakshman Lakshminarayan, Independent Director as other members.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at the link: http://www.srf.com/pdf/2015%20 (05)%2011%20-%20SRF%20-%20CSR%20Policy%20 -%20Board%20approved.pdf

The Company would also undertake other need- based initiatives in compliance with Schedule VII to the Act.

During the year, the Company has spent Rs, 7.60 Crores on CSR activities. The amount of CSR obligation under the Companies Act, 2013 was Rs, 7.58 Crores. Annual Report on CSR activities is annexed herewith as Annexure II.

Risk Management

Enterprise Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity’s objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

Your Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

Internal Financial Controls

The Company believes that Internal Control is a necessary concomitant of the principle of Governance. It remains committed to ensuring an effective Internal Control environment that provides assurance to the Board of Directors, Audit Committee and the management that there is a structured system for:

- close and active supervision by the Audit Committee

- business planning and review of goals achieved

- evaluating & managing risks

- policies and procedures adopted for ensuring orderly Financial Reporting

- timely preparation of reliable Financial Information

- accuracy and completeness of the Accounting Records

- ensuring legal and regulatory compliance

- protecting company''s assets

- prevention and detection of fraud and error

- validation of IT Security Controls

- Entity Level Controls

Interrelated control systems, covering all financial and operating functions, assure fulfillment of these objectives.

Significant features of these control systems include:

- the planning system that ensures drawing up of challenging goals and formulation of detailed strategies and action plans for achieving these goals.

- the risk assessment system that accounts for all likely threats to the achievement of the plans, and draws up contingency plans to mitigate them.

- the review systems track the progress of the plan and ensure that timely remedial measures are taken, to minimise deviations from the plan.

The Company uses Enterprise Resource Planning (ERP) supported by in-built controls that ensures reliable and timely financial reporting. Well-established & robust internal audit processes, both at the Corporate and the Business levels, continuously monitor the adequacy and effectiveness of the Internal Controls and status of compliance with operating systems, internal policies and regulatory requirements. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

The Company also has a robust & comprehensive framework of Control Self-Assessment (CSA) which continuously verifies compliance with laid down policies & procedures and help plug control gaps, CSA comprises Automated and Manual Controls. CSA Assurance Testing completes the control compliance loop. In addition to this, Compliance Manager (CM) a facilitating tool sends pre-emptive alert to meet specific calendared regulatory deadlines in the company.

Listing of Equity Shares

SRF’s equity shares are listed at the BSE Ltd. and the National Stock Exchange of India Ltd.

Dividend Distribution Policy

In compliance with the Listing Regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the Company at http://www.srf.com/pdf/Dividend%20Distribution%20 Policy%2011.11.16.pdf.

Corporate Governance

Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure III.

In compliance with the requirements of the regulation 17(8) of the aforesaid regulations, a certificate from Managing Director and President, CFO & Company Secretary was placed before the Board.

All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.srf.com)

Consolidated Financial Statement

The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Vinayak Chatterjee (Chairman of the Committee), Mr. Lakshman Lakshminarayan and Mr. Vellayan Subbiah as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Accounts and Audit

As per the requirements of the Companies Act, 2013, the Statutory Auditors M/s. Deloitte Haskins & Sells, were appointed to hold office until the conclusion of 47th annual general meeting. Their appointment as per the provisions of the Companies Act, 2013 was subject to ratification by the members at every annual general meeting. They have submitted their certificate to the effect that they fulfill the requirements of Section 141 of the Companies Act, 2013. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.

Vigil Mechanism

In compliance of provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct.

The Vigil Mechanism of the Company consists of Code of Conduct for employees, Policy against sexual harassment, Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistleblower Policy, Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company''s website at the link http://www.srf.com/investor-relations/ investors.html#reports.

Cost Audit

Pursuant to the various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.

Mr. Harkesh Tara, Cost Accountant, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2017-18 in respect of all the relevant product groups of Technical Textiles Business and Engineering Plastics Business of the Company.

M/s. Sanjay Gupta & Associates, Cost Accountants, was appointed to conduct cost audit of the accounts maintained by the Company for the financial year 201 7-1 8 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.

Mr. Harkesh Tara, Cost Accountant, was nominated as the Company''s Lead Cost Auditor.

The remuneration of the cost auditors for financial year 2017-18 is subject to ratification by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.

The Cost Audit reports for audit of the said products for the financial year 2015-16, conducted by Mr. Harkesh Tara, Cost Accountant (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants (M. No. 18672), have been filed with the Ministry of Corporate Affairs on August 30, 2016. The due date for filing was 7th September, 2016.

Secretarial Auditor

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Personnel

In terms of the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in Annexure V.

Disclosures pertaining to remuneration and other details as required under Section 1 97(1 2) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The details as required under the Companies (Accounts) Rules, 2014 are given as Annexure VII to the Directors’ report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure VIII to this Report.

Industrial Relations

The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Neither the Chairman, Managing/Deputy Managing Director nor Whole-time Director received any remuneration or commission from any of the Company’s subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints with allegations of sexual harassment were filed with the Company.

Acknowledgements

Your Directors acknowledge with gratitude the cooperation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on Behalf of the Board

Date: May 22, 2017 Arun Bharat Ram

Place: Gurgaon Chairman

(DIN-00694766)


Mar 31, 2016

To,

The Members SNL Bearings Limited

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

1. Financial Results

Year ended 31st March, 2016 Rs.in lakhs

Year ended 31st March, 2015 Rs.in lakhs

Profit before providing for interest & depreciation

935.52

789.97

Less : Finance costs

33.28

56.31

Less: Depreciation

51.41

60.19

Profit Before Tax

850.83

673.47

Tax expenses

283.07

218.51

Profit After Tax

567.76

454.96

Less: Balance brought forward from previous year

(235.84)

(263.03)

Less: Proposed dividend on Preference Shares

(89.91)

(230.56)

Less: Additional Income tax on dividend on Preference Shares

(18.03)

(47.21)

Less: Proposed dividend on Equity Shares

(72.23)

--

Less: Additional Income tax on dividend on Equity Shares

(14.70)

--

Less: Transfer to capital redemption reserve

(25.00)

(150.00)

Closing balance of surplus in statement of Profit and loss

112.05

(235.84)

2. Operations

Net sales during the year at Rs. 3006.67 lakhs (previous year Rs.2648.29 lakhs) are higher by 13.53%. Despite the challenging environment in the Indian economy, your Company has achieved sales growth. Manufacturing and industrial activity remained sluggish for a large part of the year as demand was subdued across most sectors.

Profit before tax (PBT) has increased by 26.33% from Rs.673.47 lakhs (Previous year) to Rs.850.83 lakhs on account of higher volumes helped by global decline in prices of crude oil and other commodities. Your Company is confident of further capitalizing on growth opportunities during the current year and widening its ability to serve customers with emphasis on improving quality and productivity.

3. Dividend

Directors are pleased to recommend a maiden equity dividend @ Rs.2/- per share of Rs. 10/- each involving an outgo of Rs.86.93 lacs and payable to members/beneficial owners as per the Register of Members as on 19th July, 2016.

All Preference Dividend arrears on the 11% Redeemable Preference shares for the period 1st April, 2011 to 17th June, 2016 aggregating to Rs. 90.50 lacs is being cleared by the last date of redemption viz. 18th June, 2016.

4. Corporate Social Responsibility activities (CSR)

The CSR Committee has defined the areas which will be the preferred activities for the Company. For the year ended 31.3.2016 an amount of Rs.12.00 lacs has been contributed to Pratham Education and Sankalp - A pledge to Change, organizations who have been doing commendable work for the under privileged sections of society, particularly in the state of Jharkhand where Company''s activities are located. The details of the same are available on the Company''s website. Detailed report on CSR activities including amount spent is given in Annexure I.

5. Safety, Healthy & Environment

The Company''s plant at Ranchi has been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS:18001:1999(for Health & Safety) and ISO/TS:16949:2002 (quality management).

Work force is trained at regular intervals in preventive aspects of safety and prevention of work related accidents.

Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targeted towards conserving natural resources and improvements in resource efficiency across all processes.

6. Public Deposits

During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31.3.2016 there are no fixed deposits with the Company.

7. Extract of Annual Return:

The details forming part of the extract of the Annual Return as required under the Companies Act, 2013 is given in Annexure 11.

8. Related Party transactions

Transactions between the Holding Company, NRB Bearings Ltd and co-subsidiary, NRB Bearings (Thailand) Ltd have taken place in the ordinary course of business. All transactions entered with the related parties have been at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The individual transactions have been regularly placed before the audit committee and the Board of Directors on a quarterly basis and have been approved in advance. Details of the remuneration/sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 24 (c) to the Annual Accounts. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website.

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-111 to this Report.

9. Corporate Governance

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

The Code of Conduct for directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Plant Head of the Company. All independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.

The relevant certification on the various matters specified under Regulation 17 (8) of SEBI (LODR) Regulations, 2015 has been done by the Assistant General Manager/Plant Head as (CEO) and a Director of the Company as (CFO).

10. Internal Control System

There are adequate internal financial controls in place with reference to the financial statements. Your Company has implemented ERP system for better internal finance controls. The Report of the internal Auditors is placed before the Audit Committee, and its recommendations are implemented to further improve the efficiency. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.

Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

11. Vigil Mechanism

The Company has formulated and implemented the whistle Blower Policy/vigil mechanism. This has provided a mechanism for Directors and employees of the Company, and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Company website. Some complaints on anonymous basis, received have been reviewed and investigated by management and found to have no substantial basis.

12. Directors and Key Managerial Personnel Retirement by Rotation

In accordance with the provisions of Section 152, Mr. S C Rangani (DIN 00209069) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. His brief profile is the part of the Corporate Governance Report annexed to this report.

Independent Directors Declaration

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and the provisions of Listing Regulations, stating that they meet the criteria of independence provided therein. The profile of the Independent Directors forms part of the Corporate Governance Report.

The independent directors have also met separately in March 2016.

Key Managerial Personnel

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Bankim Purohit as the Company Secretary of the Company w.e.f. 24th April, 2015.

13. Directors’ Responsibility Statement

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;

ii. The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for that period;

iii. proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.

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

14. Particulars of Loans, Guarantees or Investments:

Your Company has been rated ‘CRI SI L A2’ for the Short-term Bank facility and the Company''s long-term facilities have been re-affirmed as ‘CRI SI L BBB / STABLE’ as on April, 2015.

During the year under review, the Company has not advanced any loans, given guarantees and made investments.

15. Orders passed by the Regulators or the Courts or the Tribunals

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.

16. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure IV.

17. Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014

a. Measures taken for conservation of energy

The Company is making all efforts for conservation of energy on a continuous basis.

i) Improved power factor from 0.85 to 0.965, with resultant cost saving of Rs. 2.85 lacs on Energy bills.

ii) Saving by replacing 250 Watts M.V. Lamps with CFL lights is Rs. 0.52 lacs.

The resultant cost savings as a result of these measures are Rs.3.38 lakhs p.a.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on development of special purpose machines and tooling’s, improvements in process parameters and reduction in cycle times.

The Company has developed new products with improved functionalities which would contribute to better efficiencies in use.

c. Foreign exchange earnings & outgo

Details regarding expenditure and earnings in foreign exchange have been given in Note No. 24(g) and 24(h) respectively of the audited accounts of the Company.

18. Auditors Statutory Auditors

Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors is approved till 31st March''2017 and is subject to annual ratification by the shareholders. The board recommends their re-appointment. A certificate from the auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.

Secretarial Auditors

The Board had appointed Mr. Upendra Shukla, Company Secretary in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure V.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, your Company is not covered for Cost Audit or maintenance of Cost Records.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor’s reports

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports, requiring explanation or comments by the Board

19. Acknowledgements

The Board wishes to acknowledge and thank all stakeholders for their whole hearted support and contribution by the Company''s bankers, customers, suppliers and all employees of the Company. Your Directors also acknowledge the valuable support and active involvement and encouragement by all members of the management team of NRB Bearings Ltd., towards the improved efficiencies of the Company.

On behalf of the Board

(Ms.) H S ZAVERI

Chairman

Mumbai: April 29, 2016


Mar 31, 2016

To,

The Members SNL Bearings Limited

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

1. Financial Results

Year ended 31st March, 2016 Rs.in lakhs

Year ended 31st March, 2015 Rs.in lakhs

Profit before providing for interest & depreciation

935.52

789.97

Less : Finance costs

33.28

56.31

Less: Depreciation

51.41

60.19

Profit Before Tax

850.83

673.47

Tax expenses

283.07

218.51

Profit After Tax

567.76

454.96

Less: Balance brought forward from previous year

(235.84)

(263.03)

Less: Proposed dividend on Preference Shares

(89.91)

(230.56)

Less: Additional Income tax on dividend on Preference Shares

(18.03)

(47.21)

Less: Proposed dividend on Equity Shares

(72.23)

--

Less: Additional Income tax on dividend on Equity Shares

(14.70)

--

Less: Transfer to capital redemption reserve

(25.00)

(150.00)

Closing balance of surplus in statement of Profit and loss

112.05

(235.84)

2. Operations

Net sales during the year at Rs. 3006.67 lakhs (previous year Rs.2648.29 lakhs) are higher by 13.53%. Despite the challenging environment in the Indian economy, your Company has achieved sales growth. Manufacturing and industrial activity remained sluggish for a large part of the year as demand was subdued across most sectors.

Profit before tax (PBT) has increased by 26.33% from Rs.673.47 lakhs (Previous year) to Rs.850.83 lakhs on account of higher volumes helped by global decline in prices of crude oil and other commodities. Your Company is confident of further capitalizing on growth opportunities during the current year and widening its ability to serve customers with emphasis on improving quality and productivity.

3. Dividend

Directors are pleased to recommend a maiden equity dividend @ Rs.2/- per share of Rs. 10/- each involving an outgo of Rs.86.93 lacs and payable to members/beneficial owners as per the Register of Members as on 19th July, 2016.

All Preference Dividend arrears on the 11% Redeemable Preference shares for the period 1st April, 2011 to 17th June, 2016 aggregating to Rs. 90.50 lacs is being cleared by the last date of redemption viz. 18th June, 2016.

4. Corporate Social Responsibility activities (CSR)

The CSR Committee has defined the areas which will be the preferred activities for the Company. For the year ended 31.3.2016 an amount of Rs.12.00 lacs has been contributed to Pratham Education and Sankalp - A pledge to Change, organizations who have been doing commendable work for the under privileged sections of society, particularly in the state of Jharkhand where Company''s activities are located. The details of the same are available on the Company''s website. Detailed report on CSR activities including amount spent is given in Annexure I.

5. Safety, Healthy & Environment

The Company''s plant at Ranchi has been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS:18001:1999(for Health & Safety) and ISO/TS:16949:2002 (quality management).

Work force is trained at regular intervals in preventive aspects of safety and prevention of work related accidents.

Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targeted towards conserving natural resources and improvements in resource efficiency across all processes.

6. Public Deposits

During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31.3.2016 there are no fixed deposits with the Company.

7. Extract of Annual Return:

The details forming part of the extract of the Annual Return as required under the Companies Act, 2013 is given in Annexure 11.

8. Related Party transactions

Transactions between the Holding Company, NRB Bearings Ltd and co-subsidiary, NRB Bearings (Thailand) Ltd have taken place in the ordinary course of business. All transactions entered with the related parties have been at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The individual transactions have been regularly placed before the audit committee and the Board of Directors on a quarterly basis and have been approved in advance. Details of the remuneration/sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 24 (c) to the Annual Accounts. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website.

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-111 to this Report.

9. Corporate Governance

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

The Code of Conduct for directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Plant Head of the Company. All independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.

The relevant certification on the various matters specified under Regulation 17 (8) of SEBI (LODR) Regulations, 2015 has been done by the Assistant General Manager/Plant Head as (CEO) and a Director of the Company as (CFO).

10. Internal Control System

There are adequate internal financial controls in place with reference to the financial statements. Your Company has implemented ERP system for better internal finance controls. The Report of the internal Auditors is placed before the Audit Committee, and its recommendations are implemented to further improve the efficiency. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.

Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

11. Vigil Mechanism

The Company has formulated and implemented the whistle Blower Policy/vigil mechanism. This has provided a mechanism for Directors and employees of the Company, and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Company website. Some complaints on anonymous basis, received have been reviewed and investigated by management and found to have no substantial basis.

12. Directors and Key Managerial Personnel Retirement by Rotation

In accordance with the provisions of Section 152, Mr. S C Rangani (DIN 00209069) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. His brief profile is the part of the Corporate Governance Report annexed to this report.

Independent Directors Declaration

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and the provisions of Listing Regulations, stating that they meet the criteria of independence provided therein. The profile of the Independent Directors forms part of the Corporate Governance Report.

The independent directors have also met separately in March 2016.

Key Managerial Personnel

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Bankim Purohit as the Company Secretary of the Company w.e.f. 24th April, 2015.

13. Directors’ Responsibility Statement

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, have been furnished;

ii. The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for that period;

iii. proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. internal financial controls have been laid down and being followed by the Company and that such financial controls are adequate and are operating effectively.

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

14. Particulars of Loans, Guarantees or Investments:

Your Company has been rated ‘CRI SI L A2’ for the Short-term Bank facility and the Company''s long-term facilities have been re-affirmed as ‘CRI SI L BBB / STABLE’ as on April, 2015.

During the year under review, the Company has not advanced any loans, given guarantees and made investments.

15. Orders passed by the Regulators or the Courts or the Tribunals

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s operation.

16. Particulars of Employees

In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure IV.

17. Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014

a. Measures taken for conservation of energy

The Company is making all efforts for conservation of energy on a continuous basis.

i) Improved power factor from 0.85 to 0.965, with resultant cost saving of Rs. 2.85 lacs on Energy bills.

ii) Saving by replacing 250 Watts M.V. Lamps with CFL lights is Rs. 0.52 lacs.

The resultant cost savings as a result of these measures are Rs.3.38 lakhs p.a.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on development of special purpose machines and tooling’s, improvements in process parameters and reduction in cycle times.

The Company has developed new products with improved functionalities which would contribute to better efficiencies in use.

c. Foreign exchange earnings & outgo

Details regarding expenditure and earnings in foreign exchange have been given in Note No. 24(g) and 24(h) respectively of the audited accounts of the Company.

18. Auditors Statutory Auditors

Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors is approved till 31st March''2017 and is subject to annual ratification by the shareholders. The board recommends their re-appointment. A certificate from the auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.

Secretarial Auditors

The Board had appointed Mr. Upendra Shukla, Company Secretary in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure V.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, your Company is not covered for Cost Audit or maintenance of Cost Records.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditor’s reports

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports, requiring explanation or comments by the Board

19. Acknowledgements

The Board wishes to acknowledge and thank all stakeholders for their whole hearted support and contribution by the Company''s bankers, customers, suppliers and all employees of the Company. Your Directors also acknowledge the valuable support and active involvement and encouragement by all members of the management team of NRB Bearings Ltd., towards the improved efficiencies of the Company.

On behalf of the Board

(Ms.) H S ZAVERI

Chairman

Mumbai: April 29, 2016


Mar 31, 2015

Dear Members,

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

1. Financial Results Year ended Year ended 31st March,2015 31st March, 2014 Rs. in lakhs Rs. in lakhs

Profit before providing for interest & depreciation 789.97 610.02

Less : Finance costs 56.31 70.65

Less: Depreciation 60.19 43.32

Profit Before Tax 673.47 496.05

Tax expenses 218.51 157.20

Profit After Tax 454.96 338.85

Less: Balance brought forward from previous year (263.03) (331.68)

Less: Proposed dividend on Preference Shares (230.56) (60.00)

Less:Additional Income tax on dividend on (47.21) (10.20)

Preference Shares

Less: Transfer to capital redemption reserve (150.00) (200.00)

Closing balance of surplus in statement of (235.84) (263.03)

Profit and loss ======= =======

2. Operations

Net sales during the year at Rs. 2648.29 lakhs (previous year Rs.2303.96 lakhs) are higher by 15%. Despite the challenging environment in the Indian economy, your company has achieved sales growth. However high, though stable, interest rates affected the working capital cycle across sectors and manufacturing and industrial activity remained sluggish for a large part of the year as demand was subdued across most sectors.

Profit before tax (PBT) has increased by 36% from Rs.496.05 lakhs (Previous year) to Rs.673.47 lakhs on account of higher volumes and improved cost competitiveness. Your company is confident of further capitalizing on growth opportunities during the current year and enhancing profitability and widening its ability to serve customers with emphasis on improving quality and productivity.

No dividend on equity shares has been recommended for the year in order to conserve resources for future requirements.

Preference Dividend arrears @6% on the cumulative redeemable preference shares for the years ended 31st March, 2008 to 31st March 2011 aggregating Rs.230.56 lakhs is being recommended by the Board.

3. Public Deposits

The company has not taken fixed deposit during the year. As on 31.3.2015 there are no fixed deposits with the company.

4. Directors

Ms. H S Zaveri retires by rotation but being eligible offers herself for re-appointment.

Ms.A A Gowariker, Independent director resigned from the Board w.e.f. January 2015 owing to time constraints. The Board hereby records its appreciation for the valuable contribution to the Board proceedings during her tenure.

Brief details of Mr.Jayavardhan Dhar Diwan, who is being appointed for a fresh term of 5 years as independent director are as below:

Mr.Jayavardhan Dhar Diwan (50 yrs) holds a degree in BE (Metallurgy) from University of Roorkee. He started his career in Indian Aluminium post his Engineering degree. He moved to a career in finance in 1993 post his MBA from S P Jain Institute of Management and Research as a Senior Research Analyst covering India for W.I Carr in Bombay and New York, moving on to KBC Financial Products as Executive Vice President, covering Global convertible bonds, distressed companies and special situations based out of New York.

Currently,Mr.Diwan is the Advisor to OIM for the India focused Convertible Bond Opportunities Fund and also serves as Senior Advisor to the Odyssey Convertible Bond Fund I Ltd.

Familiarisation Programme for Independent Directors

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

Board evaluation

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

The independent directors have also met separately in March 2015.

Remuneration policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of directors, senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

5. Finance

Finance costs have been controlled in spite of higher interest rates, term loan availed for capex and the enhanced working capital requirements arising from the additional volumes. Fresh investments are being considered for further enhancing capacities for projected growth.

6. Information regarding employee pursuant to section 217(2A) of the Companies Act, 1956 read with Rule 5 of Companies (Appointment & Remuneration) Rules 2014.

There was no employee -

a. employed throughout the period under review, receiving remuneration in aggregate not less than Rs.60,00,000/-p.a.

b. employed for the part of the period receiving remuneration not less than Rs.5,00,000/- per month

7. Safety, Healthy & Environment

The company''s plant at Ranchi has been awarded internationally recognized external certification viz. ISO14001:2004 (for adherence to environmental processes), OHSAS:18001:1999(for Health & Safety) and ISO/TS:16949:2002 (quality management)

Behavioral safety programmes have been initiated at regular intervals and your company strives to continually improve environment, health and safety performance through the prevention of work place accidents and pollution, the promotion of employee health and well being and the reduction of environmental impacts including those from energy consumption and use.

Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targetted towards conserving natural resources and improvements in resource efficiency across all processes.

8. Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule no.8 of Companies (Accounts) Rules 2014

a. Measures taken for conservation of energy

The company is making all efforts for conservation of energy on a continuous basis.

i) The company has installed on line Voltage Controller which helped save energy due to high and low voltage. Savings in Diesel are expected to be 525 litres per month.

The resultant cost savings as a result of these measures are Rs.3.9 lakhs p.a.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the company has continued its efforts on development of special purpose machines and toolings, improvements in process parameters and reduction in cycle times.

The company has developed new products with improved functionalities which would contribute to better efficiencies in use.

c. Foreign exchange earnings & outgo

Details regarding expenditure and earnings in foreign exchange have been given in Note No. 25 (h) and 25( i) respectively of the audited accounts of the company.

9. Corporate Governance

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

The Code of Conduct for Directors and Senior Management personnel of the company, as approved by the Board, has been affirmed on an annual basis by all the directors and the Plant Head of the Company. All Independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Assistant General Manager/Plant Head and a Director of the Company.

10. Related Party transactions

Transactions between the Holding company, NRB Bearings Ltd and its co-subsidiary, NRB Bearings (Thailand) Ltd have taken place in the ordinary course of business. All transactions have been at arms length. The individual transactions have been regularly placed before the audit committee and the Board of Directors and have been approved in advance. Details of the remuneration/ sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 25 (c) to the Annual Accounts.

Form No.AOC-2 in respect of the above transactions is uploaded on the Company''s website.

11. Corporate Social Responsibility activities (CSR)

The CSR Committee has met on 29th January, 2015 and defined the areas which will be the preferred activities for the financial year FY 2015-16. For the current year an amount of Rs.11.54 lacs has been contributed to the PM Relief fund. The details of the same are available on the company''s website.

12. Risks and risk mitigation

Risk committee has been constituted and is expected to meet during FY 2015-16 to complete risk assessment and the risk mitigation measures. Regular reviews of the same shall be held once the above is finalized.

13. Directors'' Responsibility Statement

The Directors state that :

i. in the preparation of annual accounts, all applicable Accounting Standards have been followed and proper explanations relating to material departures, if any, have been furnished;

ii. accounting policies as listed in Note 2 to the financial statements have been judiciously selected and consistently applied and reasonable & prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the profit of the Company for the accounting year ended on that day;

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

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

v. internal financial controls have been laid down and such financial controls are adequate and are operating effectively.

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

14. Auditors

i. Appointment of M/s.Deloitte Haskins & Sells, Chartered Accountants as Auditors is approved till 31st March''2017 and is subject to annual ratification by the shareholders. The board recommends their re-appointment. A certificate from the auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.

ii. The product "Bearings" was subject to cost audit under the Central Government rules till the previous year. The cost audit report for the year ended 31.3.2014 was reviewed by the audit committee at their meeting held on July 29,2014 and has been filed in XBRL format on 22.09.2014. Cost audit for the year ended 31st March, 2015 is not applicable.

iii. Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, the Company has appointed Mr. Upendra C. Shukla practcing Company Secretary to undertake the secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith.

15. Acknowledgements

The Board wishes to acknowledge and thank all stakeholders for their whole hearted support and contribution by the company''s bankers, customers, suppliers and all employees of the company. Your Directors also acknowledge the valuable support and active involvement and encouragement by all members of the management team of NRB Bearings Ltd., towards the improved efficiencies of the company.

On behalf of the Board

MR. S C RANGANI Chairman for the meeting

Mumbai: April 29, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 43rd Annual Report for the year ended 31 March 2014.

Financial Results

(Rs.crores)

2013-14 2012-13

Net Sales 3402.10 3312.77

Profit Before Interest, Depreciation & Tax (PBIDT) 526.39 619.29

Less: Interest & Finance Charges (Net) 65.07 82.42

Gross Profit 461.32 536.87

Less: Depreciation and Amortisation Charge 190.46 184.28

Profit Before Tax (PBT) 270.86 352.59

Less: Provision For Taxation including Deferred Tax Charge 54.32 94.08

Profit After Tax (PAT) 216.54 258.51

Add: Profit Brought Forward 1195.87 1104.95

Surplus available for appropriation 1412.41 1363.46

Appropriation

2013-14 2012-13

Interim Dividend on Equity Shares 57.42 57.42

Corporate Tax on Dividend 9.59 9.32

Amount transferred to General Reserve 21.65 25.85

Amount transferred to Debenture Redemption Reserve - 75.00

Profit carried to Balance Sheet 1323.75 1195.87

Total 1412.41 1363.46

Equity Dividend

During the year, your Company has paid two interim dividends of Rs. 3 per share and Rs. 7 per share aggregating to Rs. 10 per share, amounting to Rs. 67.01 crores (inclusive of tax of Rs. 9.59 crores). The Board of Directors of the Company has not recommended any final dividend.

Operations Review

Net sales of the Company increased marginally by 2.69 per cent from Rs. 3312.77 crores in 2012-13 toRs. 3402.10 crores in 2013- 14. Due to increase in cost of materials consumed and employee benefit expenses, Profit before interest, depreciation and tax (PBIDT) including ''other income'' decreased from Rs. 619.29 crores in 2012-13 to Rs. 526.39 crores in 2013-14.

Profit Before Tax (PBT) decreased by 23.18% per cent from Rs. 352.59 crores in 2012-13 to Rs. 270.86 crores in 2013-14. After accounting for the provision for taxation of Rs. 54.32 crores, Profit After Tax (PAT) fell by 16.24 per cent from Rs. 258.51 crores in 2012-13 to Rs. 216.54 crores in 2013-14.

Management Discussion and Analysis

A detailed section of the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.

Subsidiary Companies

SRF Global B.V.

SRF Global B.V. is a wholly owned subsidiary of the Company incorporated in the Netherlands. During the year, it has incurred a loss of US$ 6.65 lakhs (equivalent to Rs. 398.46 lakhs) mainly on account of interest expenses.

It has five wholly owned subsidiaries – SRF Industries (Thailand) Ltd, SRF Industex Belting (Pty) Ltd., (South Africa), SRF Flexipak (South Africa) (Pty) Ltd., SRF Overseas Ltd., (British Virgin Island) and SRF Nitol (Bangladesh) Ltd.

SRF Industries (Thailand) Ltd.

It is engaged in the manufacture and distribution of nylon tyre cord. During the year, a plant to manufacture Biaxially Oriented Polyethylene Terephthalate flm with a capacity of 28500 TPA was set up which commenced commercial production in July, 2013.

For the year 2013-14, the turnover of the Company was THB 2597.42 million (equivalent to Rs. 47896.48 lakhs) and the Company incurred a loss of THB 349.31 million (equivalent to Rs. 6441.30 lakhs).

SRF Industex Belting (Pty) Ltd.

It is engaged in the manufacture of belting fabrics. For the year 2013-14, the turnover of the Company was ZAR 177.54 million (equivalent to Rs. 10046.95 lakhs) and the Company incurred a loss of ZAR 2.12 million (equivalent toRs. 120.14 lakhs).

SRF Overseas Ltd.

It was engaged in the business of manufacture of nylon tyre cord fabric and operated out of Dubai. During the year, it was decided to close the manufacturing operations due to sustained downturn In European market and high fixed costs.

The turnover of the Company was AED 39.49 million (equivalent to Rs. 6442.77 lakhs) and the Company incurred a loss of AED 11.85 million (equivalent to Rs. 1932.52 lakhs).

SRF Flexipak (South Africa) (Pty) Ltd.

It has set up a Greenfield project to manufacture Biaxially Oriented Polypropylene flm in South Africa with a capacity of 25500 TPA. The project had commenced commercial production during the third quarter of 2013-14.

The Company has incurred a loss of ZAR 52.79 million (equivalent to Rs. 2987.07 lakhs) mainly on account of operating and interest expenses.

SRF Nitol (Bangladesh) Ltd. has not started any operations.

Other Subsidiaries

SRF Transnational Holdings Ltd. earned a net Profit (PAT) of Rs. 44.35 lakhs during the year 2013-14. As this company did not hold any strategic investments and only held certain financial assets, the entire equity of this company was divested to KAMA Holdings Ltd. (holding company of your company) on 1 April 2014 for a consideration of Rs. 11.34 crores.

SRF Properties Limited earned a net Profit (PAT) of Rs. 20.55 lakhs during the year 2013-14. It owned two properties in Mumbai used by your company as a transit house for its employees. As your company has acquired its own transit house in Mumbai, Board at its meeting held on 9 May 2014 has decided to dispose off the entire shareholding in this company.

SRF Holiday Home Limited has incurred a loss of Rs. 0.08 lakhs during the year 2013-14.

SRF Fluorochemicals Limited, SRF Energy Limited, and SRF Fluor Private Limited (Mauritius) had not started any activities.

Annual accounts of the subsidiary companies and the related detailed information can be obtained on request by the shareholders of the Company and of the subsidiary companies.

These are also available for inspection at the Corporate office of the Company and at the respective registered offices of the subsidiaries between 11 am to 1 pm on all working days.

Directors

Your Directors are seeking appointment of Mr Vinayak Chatterjee, Mr L Lakshman, MrTejpreet Singh Chopra, Mr Vellayan Subbiah and Mr Pramod Bhasin as independent Directors under Companies Act, 2013 for a term upto 31 March 2019.

Mr K Ravichandra, Director (Safety & Environment) is retiring at the forthcoming annual general meeting and being eligible offers himself for re-election.

Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the period under review;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the annual accounts for the year ended 31 March 2014 on a ''going concern'' basis.

Listing of Equity Shares

SRF''s equity shares are listed at the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

Corporate Governance

Certifcate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is attached to the report as "Annexure – 1".

In compliance with the requirements of Clause 49(V), a certifcate from Managing Director and the President & Chief Financial officer was placed before the Board.

All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.srf.com)

Consolidated Financial Statement

In accordance with the accounting standard (AS-21), your Directors are pleased to attach the consolidated financial statements, which form part of the Annual Report and Accounts.

Accounts and Audit

As per the requirements of the Companies Act, 2013, the auditors, M/s Deloitte Haskins and Sells retire at the conclusion of the 43rd Annual General Meeting. M/s Deloitte Haskins and Sells being eligible, offer themselves for re-appointment and are proposed to be reappointed from the conclusion of the forthcoming annual general meeting till the conclusion of the 47th annual general meeting. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.

Cost Audit

Pursuant to the various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.

Mr Harkesh Tara, Cost Accountant, has been appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2014-15 in respect of all the relevant product groups of Technical Textiles Business and Engineering Plastics Business of the Company.

M/s Sanjay Gupta & Associates, Cost Accountant, has been appointed to conduct cost audit of the accounts maintained by the Company for the financial year 2014-15 in respect of all the relevant product groups of Chemicals Business and Packaging Films Business of the Company.

Mr Harkesh Tara, Cost Accountant has been appointed as the Lead Cost Auditor.

The remuneration of the cost auditors for the financial year 2014-15 is subject to ratifcation by the shareholders. Accordingly a suitable item has been included in the notice of the ensuing annual general meeting.

The Cost Audit reports for audit of the said'' products for the year 2012-13, conducted by Mr Harkesh Tara, Cost Accountant (M. No. 17321) and M/s Sanjay Gupta & Associates, Cost Accountants ( M. No. 18672), have been filed late with the Ministry of Corporate Affairs on 29 September 2013 due to technical reasons. The due date for fling was 27 September 2013.

Internal Control System

The Company''s internal control system includes audit and verifcation of compliance with Defined policies and procedures by Internal Audit Function. The internal auditors independently evaluate the adequacy of internal controls and audit the sample of the transactions in value terms. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.

Fixed Deposits

Your Company discontinued accepting/renewing fixed deposits since 14 August 2004. Deposits accepted from Public which have matured and are unclaimed are being refected under "Unclaimed fixed deposits (including interest)" in other current liabilities (Note no. 8 forming part of the financial statements for the year ended 31 March 2014).

Personnel

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975, as amended, the names and other particulars of employees are set out in the "Annexure – 2" to the Directors'' Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given as "Annexure - 2" to the Directors'' Report.

Industrial Relations

The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, financial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on Behalf of the Board Date: 9 May 2014 Arun Bharat Ram

Place: Gurgaon Chairman


Mar 31, 2013

To The Members of SNL Bearings Limited

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

1. Financial Results

Year ended Year ended 31st March, 2013 31st March, 2012 Rs. in Lakhs Rs. in Lakhs

Proft before providing for interest & depreciation 686.64 691.36

Less : Finance costs 38.28 23.78

Less : Depreciation 37.31 43.76

Proft Before Tax 611.05 623.82

Tax expenses 215.28 177.31

Proft After Tax 395.77 446.51

Less : Balance brought forward from previous year (457.25) (638.99)

Less : Proposed dividend on Preference Shares (60.00) (55.73)

Less : Additional income-tax on dividend on Preference Shares (10.20) (9.04)

Less : Transfer to capital redemption reserve (200.00) (200.00)

Closing balance of surplus in statement of Proft & Loss (331.68) (457.25)

2. Operations

Net sales during the year at Rs. 2299.72 lakhs (previous year Rs.2052.77lakhs) are 12.03 % higher than the previous year. Amid the sluggish environment in the Indian economy, your company has achieved sales growth. However tight liquidity and higher interest rates affected the working capital cycle and the fnance costs, while the weakening of the Indian rupee and high infation, led to higher costs for inputs, resulting in overall pressure on margins.

There has been a decline of 2.05 % in proft before tax (PBT) from Rs.623.82 lakhs (Previous year) to Rs.611.05 lakhs on account of the above factors. Your company is confdent of capturing growth opportunities during the current year and enhancing proftability with emphasis on improving quality, productivity and cost competitiveness.

No dividend on equity shares has been recommended for the year in order to conserve resources for future requirements.

Dividend @6% on the cumulative redeemable preference shares for the year ended 31st March, 2006 aggregating Rs.60.00 lakhs is being recommended by the Board to partially clear the dividend arrears.

3. Public Deposits

The company has not taken fxed deposit during the year. As on 31.3.2013 there are no fxed deposits with the company.

4. Directors

Ms. H S Zaveri and Mr. J S Maini retire by rotation but being eligible offer themselves for re- appointment.

5. Finance

Finance costs have shown an increase on account of the higher interest rates and the enhanced working capital requirements arising from the additional volumes. Additional investments have also been initiated for enhancing capacities for projected growth.

6. Information regarding employee pursuant to section 217(2A) of the Companies Act, 1956.

There was no employee -

a. employed throughout the period under review, receiving remuneration in aggregate not less than Rs.60,00,000/-p.a.

b. employed for the part of the period receiving remuneration not less than Rs.5,00,000/- per month.

7. Safety, Healthy & Environment

The company''s plant at Ranchi has been awarded internationally recognized external certifcation viz. ISO14001:2004 (for adherence to environmental processes), OHSAS:18001:1999(for Health & Safety) and ISO/TS:16949:2002 (quality management)

The company is committed to establishing and maintaining a safe working environment that promotes the health and performance of all our employees. The Safety policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations on an ongoing basis.

8. Information pursuant to section 217(1)(e) a. Measures taken for conservation of energy

The company is making all efforts for conservation of energy on a continuous basis.

i) The company has replaced two coolant tank of HF Annealing machine with one coolant tank and removed one water pump and thereby saved 2808KWH per year.

ii) Installed 08 nos of Turbo Ventilators in Needle Polishing Area replacing 3 nos of 3 phase, 3HP exhaust fan and thereby saving 11232 KWH per year.

iii) Power factor improved from 0.89 to 0.94.

The resultant cost savings as a result of these measures are Rs.4.8 lakhs.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the company has continued its efforts on development of special purpose machines and toolings, improvements in process parameters and reduction in cycle times.

The company''s engineering staff has successfully installed 2nd Bihler machine. With modifcations this machine can also do additional operation of piercing of cage strip instead of separate punching operation and with modifed tools, production of good quality welded cages wii be increased.

c. Foreign exchange earnings & outgo

Details regarding expenditure and earnings in foreign exchange have been given in Note No. 27 (h) and 27( i) respectively of the audited accounts of the company.

9. Corporate Governance

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

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

The relevant certifcation on the various matters specifed under paragraph V of clause 49 has been done by the Assistant General Manager/Plant Head (CEO) and a Director of the Company (CFO).

10. Directors'' Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that :

i. in the preparation of annual accounts, all applicable Accounting Standards have been followed and proper explanations relating to material departures, if any, have been furnished;

ii. accounting policies as listed in Note 2 to the fnancial statements have been judiciously selected and consistently applied and reasonable & prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the proft of the Company for the accounting year ended on that day;

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

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

11. Auditors

M/s.Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The board recommends their re-appointment. A certifcate from the auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 224 (1)(B) of the Companies Act, 1956.

The product "Bearings” is subject to cost audit under the Central Government rules. The cost audit report for the year ended 31.3.2012 was reviewed by the audit committee at their meeting held on July 27, 2012 and has been fled in XBRL format on 26.12.2012. The cost audit for the year ended 31st March, 2013 is in progress and the cost audit report will be fled within the stipulated time.

12. Acknowledgements

The Board records their appreciation of the whole hearted support and contribution by the company''s bankers, customers, suppliers and all employees of the company. Your Directors also acknowledge the valuable support and active involvement and encouragement by all members of the management team of NRB Bearings Ltd., towards the improved effciencies of the company.

On behalf of the Board

(Ms.) H S ZAVERI

Chairman

Mumbai: April 30, 2013


Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the 41st Annual Report for the year ended 31 March 2012.

Financial Results (Rs crore)

2011-12 2010-11

Net Sales 3512.73 2986.06

Profit Before Interest, Depreciations Tax (PBIDT) 829.62 905.98

Less: Interest & Finance Charges (Net) 102.08 76.79

Gross Profit 727.54 829.19

Less: Depreciation and amortisation charge 161.68 151.71

Profit Before Tax (PBT) 565.86 677.48

Less: Provision For Taxation including Deferred Tax Charge 178.48 194.04

Profit After Taxation (PAT) 387.38 483.44

Add: Profit Brought Forward 931.56 627.14

Surplus available for appropriation 1318.94 1110.58

Appropriation (Rs crore)

2011-12 2010-11

Interim dividend on Equity Shares 81.23 84.71

Corporate Tax on Dividend 13.18 14.06

Amount transferred to General Reserve 40.00 50.00

Amount transferred to Debenture Redemption Reserve 75.00 30.25

Amount transferred to Special Economic Zone Re-investment 5.50 - Allowance Reserve

Profit carried to Balance Sheet 1104.03 931.56

Total 1318.94 1110.58

Equity Dividend

During the year, your Company has paid two interim dividends each of Rs 7 per share aggregating to Rs 14 per share, amounting to Rs 94.41 crore (inclusive of tax of Rs 13.18 crore). The Board of Directors of the Company has not recommended any final dividend.

Operations Review

Net sales of the Company grew by 17.64 per cent from Rs 2986.06 crore in 2010-11 to Rs 3512.73 crore in 2011-12. Due to combined factors of higher input costs, higher energy costs and adverse demand-supply situation Profit before interest, depreciation and tax (PBIDT) including 'other income' decreased from Rs 905.98 crore in 2010-11 to Rs 829.62 crore in 2011-12.

Profit before tax (PBT) decreased by 16.48 per cent from Rs 677.48 crore in 2010-11 to Rs 565.86 crore in 2011 - 12. After accounting for the provision for taxation of Rs 178.48 crore, which includes deferred tax charge and provision relating to earlier years, profit after tax (PAT) fell by 19.87 per cent from Rs 483.44 crore in 2010-11 to Rs 387.38 crore in 2011-12.

Management Discussion and Analysis

A detailed section of the Management Discussion and Analysis forms part of the Annual Report. A review of the Businesses is also given in that section.

Subsidiary Companies

Restructuring of shareholding in international subsidiaries

SRF Global B.V.

In order to streamline the overseas holding structure and reduce administrative expenses, SRF Tech textile B.V., was merged into SRF Global B.V. SRF Global B.V. has reported a loss of US $ 8.24 lakhs during the year 2011-12 on account of administrative and interest expenses.

SRF Industries (Thailand) Ltd.

A wholly owned subsidiary of SRF Global B.V. is a company incorporated in Thailand and engaged in the manufacture and distribution of nylon tyre cord. The company is setting up a greenfeld project in Thailand to manufacture Biaxially Oriented Polyethylene Terephthalate flm with a capacity of 28500 TPA. The project is expected to commence commercial production during 2013-14. For the year 2011-12, the turnover of the company was THB 2093.32 million and the company incurred a loss of THB 25.09 million.

SRF Industex Belting (Pty) Ltd.

A wholly owned subsidiary of SRF Global B.V. is a company incorporated in South Africa and engaged in the manufacture of belting fabrics. For the year 2011-12, the turnover of the company was ZAR 144.14 million and the company incurred a loss of ZAR 4.27 million.

SRF Overseas Ltd.

A wholly owned subsidiary of SRF Global B.V., is operating out of Dubai and is an arm of the Technical Textiles Business (TTB) targeted at the markets of Middle East, Europe and Africa. During the year 2011-12, turnover of the Company was AED 147.48 million and the company incurred a loss of AED 3.89 million.

SRF Flexipak (South Africa) (Pty) Ltd.

A wholly owned subsidiary of SRF Global B.V., has been incorporated during the year to set up a greenfeld project to manufacture Biaxially Oriented Polypropylene flm in South Africa with a capacity of 25500 TPA. The project is expected to commence commercial production during 2013-14. For the year 2011-12, the company had earned an income of ZAR 1.39 million mainly on account of foreign exchange profit of ZAR 1.24 million on the loans availed from the holding company for purchase of land and for other miscellaneous expenditure. The company earned a profit of ZAR 1 million.

Other Subsidiaries

SRF Transnational Holdings Ltd. earned a net profit (PAT) of Rs 89.37 lakhs during the year 2011-12.

SRF Properties Ltd. earned a net profit (PAT) of Rs 16.10 lakhs during the year 2011-12.

SRF Holiday Home Limited has incurred a loss of Rs 0.15 lakhs during the year 2011-12.

SRF Fluorochemicals Limited, SRF Energy Limited, SRF Fluor Private Limited,. and SRF Nitol (Bangladesh) Ltd. had not started any operations.

Annual accounts of the subsidiary companies and the related detailed information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the Corporate Offce of the Company and at the respective registered offces of the subsidiaries between 11 AM to 1 PM on all working days.

Directors

Mr Subodh Bhargava and Mr Piyush G Mankad are retiring by rotation at the ensuing Annual General Meeting but do not seek re-appointment due to their personal commitments. The Board of Directors has placed on record its appreciation for the valuable contribution made by Mr Bhargava and Mr Mankad during their tenure as directors of the company.

The Board has subject to approval of the Members in General Meeting, re-appointed Mr K Ravichandra, Director (Safety & Environment) for a further period of three years, whose term of appointment will expire on September 30, 2012.

Mr L Lakshman, Mr Tejpreet Singh Chopra and Mr Vellayan Subbiah were co-opted as Additional Directors during the year. Their term of offce as Additional Directors is expiring at the ensuing Annual General Meeting and being eligible offer themselves to be appointed as regular Directors of the Company.

Brief resumes of the Directors offering themselves for re-appointment are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Directors’ Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confrmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the profit or loss of the Company for the period under review;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the annual accounts for the year ended 31st March 2012 on a ‘going concern’ basis.

The Company is controlled by Arun Bharat Ram Group ("Promoter Group") being a group as defned under the erstwhile Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

A list of these individuals and corporate entities is as follows: a) Mr Arun Bharat Ram; b) Mr Ashish Bharat Ram; c) Mr Kartikeya Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs Manju Bharat Ram; f) Mrs Vasvi Bharat Ram; g) Mrs Radhika Bharat Ram; h) KAMA Holdings Ltd.; i) KAMA Realty (Delhi) Ltd.; j) Srishti Westend Greens Farms Private Limited; k) Karm Farms Private Limited; l) Karmav Holdings Private Limited; m) Skylark Investments & Trading Private Limited; n) Shri Educare Limited.; and o) Shri Educare Maldives Private Limited.

Buy-back of Shares

The Board of Directors at its meeting held on 26.2.2011 announced buy-back of fully paid up equity shares for an amount not exceeding Rs 90 crore at a maximum price of Rs 380 per share from the open market through stock exchanges. The buyback of equity shares as announced was successfully completed and was closed on 15.2.2012.

Pursuant to the buyback, Company has bought back 30,83,080 fully paid up equity shares of Rs 10 each from open market at an average price of Rs 291.89 per share absorbing an amount of Rs 89.99 crore (approx.)

Listing of Equity Shares

SRF’s equity shares are listed at the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

Corporate Governance

Certifcate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is attached to the report as "Annexure – 1".

In compliance with the requirements of Clause 49(V), a certifcate from Managing Director and the President & Chief Financial Offcer was placed before the Board.

All Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.srf.com)

Consolidated Financial Statement

In accordance with the accounting standard (AS-21), your Directors are pleased to attach the consolidated fnancial statements, which form part of the Annual Report and Accounts.

Accounts and Audit

The auditors, M/s Deloitte Haskins & Sells retire at the conclusion of the 41st Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.

Cost Audit

Pursuant to the various circulars issued by Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.

Mr Harkesh Tara, Cost Accountant, has been appointed to conduct cost audit of the accounts maintained by the Company for the fnancial year 2012-13 in respect of the products manufactured by Technical Textiles Business and Engineering Plastics Business.

Mr Sanjay Gupta & Associates, Cost Accountant, has been appointed to conduct cost audit of the accounts maintained by the Company for the fnancial year 2012-13 in respect of the products manufactured by Chemicals Business and Packaging Films Business of the Company.

The Cost Audit report for audit of ‘nylon’ products for the year 2010-11 conducted by Mr Harkesh Tara, Cost Accountant (M. No. M-17321), has been fled with the Ministry of Corporate Affairs on the due date.

Internal Control System

The Company’s internal control system includes audit and verifcation of compliance with defned policies and procedures by Internal Audit Function. The internal auditors independently evaluate the adequacy of internal controls and audit the sample of the transactions in value terms. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.

Fixed Deposits

Your Company discontinued accepting/renewing fixed deposits since 14 August 2004. Deposits accepted from Public which have matured and are unclaimed are being refected under "Unclaimed fixed deposits (including interest)" in Current Liabilities & Provisions (Schedule 8 to the annual accounts).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975, as amended, the names and other particulars of employees are set out in the "Annexure – 2" to the Directors’ Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given as "Annexure - 3" to the Directors’ report.

Industrial Relations

The Company continued to generally maintain harmonious and cordial relations with its workers in all its businesses.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Governments of Madhya Pradesh, Rajasthan, Tamil Nadu, Gujarat and Uttarakhand, fnancial institutions and banks. Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on Behalf of the Board Date: May 1, 2012 Arun Bharat Ram

Place: Gurgaon Chairman


Mar 31, 2011

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

1. Financial Results

Year ended Year ended

31st March, 2011 31st March, 2010

Rs. in lacs Rs. in lacs

Profit/(Loss) before

providing for interest &

depreciation & Prior period

Adjustments 559.00 121.01

Less : Interest 30.86 63.05

Less : Depreciation 47.39 47.30

Profit/(Loss) Before Tax 480,75 10.66

Provision for tax 99.04 5.54

Profit/(Loss) After Tax 38171 5.12

Add : Balance brought forward from

previous year (820.70) (825.82)

Add: Transfer to capital redemption

reserve (200.00) -

Balance carried to Balance Sheet (638.99) (820.70)

2. Operations

Net sales during the year at Rs. 1745 lacs (previous year Rs 1299 lacs) are 34% higher than the previous year. Indian economic growth continued at a robust rate exceeding 8% during the year, and in the automotive sector the surge in demand exceeded expectations. Your company benefited from the growth of demand and has improved its capacity utilization to keep pace with the production schedules of the automotive OEMs. The companys focus on productivity improvement measures has been noteworthy as the performance for the year has been achieved inspite of a reduction in the work force arising from the VRS implemented in June, 2009.

The financial results have also been impacted favourably and the company has made a record profit before tax of Rs.480.75 lacs (Previous year Rs.10.66 lacs). Even adjusting for the VRS charge of Rs.195 lacs in the previous year, the growth in the PBT has been 134% over the previous year. Your company will continue to consolidate its position and capture growth opportunities during the current year.

No dividend on equity shares has been recommended for the year in order to conserve resources for future requirements.

3. Public Deposits

The company has not taken fixed deposit during the year. As on 31.3.2011 there are no fixed deposits with the company.

4. Directors

The Board accepted with regret the resignation of Mr. M N Hoda w.e.f. 28th October, 2010 and places on record its appreciation of his contribution during his tenure.

Ms. H S Zaveri and Mr. J S Maini retire by rotation but being eligible offer themselves for re-appointment.

5. Finance

Continued attention to working capital management has resulted in a reduction in interest costs and maintaining inventories and receivables at reasonable levels. Inspite of rising interest rates in the financial markets, adequate working capital has been available to the company from the holding company at favourable rates of interest.

6. Information regarding employees pursuant to section 217(2A) of the Companies Act, 1956.

There was no employee -

a. employed throughout the period under review, receiving remuneration in aggregate not less than Rs. 60,00,000/-p.a.

b. employed for the part of the period receiving remuneration not less than Rs. 5,00,000/- per month

7. Information pursuant to section 217(l)(e)

a. Measures taken for conservation of energy

The company is making all efforts for conservation of energy on a continuous basis.

The company has replaced 5 nos. of exhaust fans of 1.1 kw each with Turbo ventilation (which runs without consuming power) for removing hot air/gases from the plant. This has resulted in cost saving by way of power saving. The annual savings as a result of these measures approximate Rs. 3.33 lacs. It has also resulted in reduced heat load of plant and thus improved working environment.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the company has continued its efforts on development of special purpose machines and toolings, improvements in process parameters and reduction in cycle times.

The companys engineering staff has successfully replaced old conventional robotronic valve controlled panel of our Bihler machine with latest technology micrologic thyrister controlled panel which helped in minimizing break downs and increased productivity with quality.

In shell drawing, the type of steel for draw punches has been modified, resulting in doubling of tool life.

c. Foreign exchange earnings & outgo

Details regarding expenditure and earnings in foreign exchange have been given in Note Nos. 10 & 11 respectively in Schedule No. 19 of the audited accounts of the company.

8. Corporate Governance

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

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

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Assistant General Manager/Plant Head (CEO) and a Director of the Company (CFO).

9. Directors Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that :

i. in the preparation of annual accounts, all applicable Accounting Standards have been followed and proper explanations relating to material departures, if any, have been furnished;

ii. accounting policies as listed in the Schedule 18 to the financial statements have been judiciously selected and consistently applied and reasonable & prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the accounting year ended on that day;

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

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

10. Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The board recommends their re-appointment. A certificate from the auditors has been received to the effect that their appointment, if made would be within the limits prescribed under section 224 (1)(B) of the Companies Act, 1956.

The product "Bearings" is subject to cost audit under the Central Government rules. M/s. Ashwin Solanki & Associates, Cost Accountants have been reappointed as the Cost Auditors for the year ending 31st March, 2012. The cost audit report for the year ended 31st March, 2010 was reviewed by the audit committee at their meeting held on 22nd July, 2010 and has been filed on 18th August, 2010 well within the due date of 30th September, 2010. The cost audit for the year ended 31st March, 2011 is in progress and the cost audit report will be filed within the stipulated time.

11. Acknowledgements

Your Directors acknowledge the valuable support and active involvement and encouragement by all members of the management team of NRB Bearings Ltd., towards the improved efficiencies of the company. The Board also records their appreciation of the support and contribution by the companys bankers, customers, suppliers and all employees of the company.

On behalf of the Board

(Ms.) H S ZAVERI

Chairman

Mumbai: April 26, 2011


Mar 31, 2010

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

1. Financial Results

Year ended Year ended 31st March, 2010 31st March, 2009 Rs. in lacs Rs. in lacs

Profit/(Loss) before providing for interest & depreciation & Prior period Adjustments 121.01 269.94

Less: Interest 63.05 71.65

Less: Depreciation 47.30 44.46

Profit/(Loss) Before Tax 10.66 153.83

Provision for tax 5.54 53.54

Profit/(Loss) After Tax 5.12 100.29

Add : Balance brought forward from previous year (825.82) (926.11)

Balance carried to Balance Sheet (820.70) (825.82)

2. Operations

Net sales during the year at Rs. 1299 lacs (previous year Rs.1240 lacs) are 4.75% higher than the previous year. The global recovery and the strong demand revival in the domestic market during the second half of the financial year resulted in the automotive industry in both the 2/3 wheeler and commercial vehicle segments having substantially higher offtakes from the company. The company has responded to the spurt in demand by increasing production levels, inspite of a reduction in the work force arising from the VRS (Voluntary Retirement Scheme) implemented in June, 2009.

The company has made a lower profit before tax of Rs. 10.66 lacs (previous year Rs.153.83 lacs) as a result of the impact of the payments aggregating to Rs.195 lacs made to workmen consequent upon their opting for VRS. The profit before tax, adjusted for the VRS payment is higher at Rs.206.04 lacs. The continuing focus on improvement in efficiencies, has enabled the improved performance and will help the company sustain reasonable growth in net sales and profits in the current year.

No dividend on equity shares has been recommended for the year.

3. Public Deposits

The company has not taken fixed deposit during the year. As on 31.3.2010 there are no fixed deposits with the company.

4. Directors

Mr.S C Rangani and Mr. V S Iyer retire by rotation but being eligible offer themselves for re- appointment.

5. Finance

Inventory and receivable levels have been closely monitored considering the growth in demand since November09. Rising interest rates in the financial markets have resulted in an increase in interest costs for the year. However adequate working capital has been available to the company from the holding company at favourable rates of interest.

6. Voluntary Retirement Scheme (VRS)/Wage Settlement for workmen

The company implemented a VRS Scheme in June 2009. 50 workmen had opted for the scheme and their accounts have been settled. With the reduced manpower the restructured management team have achieved sales valued at Rs. 12.69 croresfor bearings and components and additionally Rs.0.30 crores for machines and toolings, by motivating all employees to perform with enhanced productivity. The revised strength of employees at Ranchi was 126 as on 31st March, 2010 as against 189 as on 31.3.2009. The aggregate cash outflows on account of the VRS was Rs.195 lacs. There have been considerable savings in employee costs since June 2009 to offset the above outflows.

The management has entered into a revised wage agreement with the workmen from 1st October, 2009. The earlier settlement had expired on 31st March, 2008 and the company had deferred the negotiations for the new wage settlement on account of the difficult market conditions. As part of the settlement the company has paid an ex-gratia amount aggregating Rs 2 lacs for the period July, 2009 to September,2009. In addition the expected cost of wage increases is Rs 14 lacs per annum. However as the new wage agreement is linked with the number of bearings produced in a month for the workmen to be eligible for higher wages, productivity increases, improved quality and reduced wastage plus lower downtime are expected to result in enhanced profitability for the company.

7. Information regarding employee pursuant to section 217(2A) of the Companies Act, 1956.

There was no employee -

a. employed throughout the period under review, receiving remuneration in aggregate not less than Rs.24,00,000/- p.a.

b. employed for the part of the period receiving remuneration not less than Rs.2,00,000/- per month

8. Information pursuant to section 217(1)(e)

a. Measures taken for conservation of energy

The company is making all efforts for conservation of energy on a continuous basis.

The other specific measure is the replacement of 1.1 KW A C Motor in pneumatic press used in the manufacture of bearing components. The annual savings as a result of these measures is Rs. 30202/-. Break down frequency is also minimized and productivity enhanced.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the company has continued its efforts on development of special purpose machines and toolings, improvements in process parameters and reduction in cycle times.

The companys engineering staff have successfully replaced relay logic panels with microprocessor panels in various machines which have helped in minimizing break downs

Also, assembly operations have been successfully automated resulting in improved manpower productivity.

c. Foreign exchange earnings & outgo

Details regarding expenditure and earnings in foreign exchange have been given in Note Nos. 11 & 12 respectively in Schedule No. 19 of the audited accounts of the company.

9. Corporate Governance

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

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

The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Asst. General Manager & Plant Head and a Director of the Company.

10. Directors Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that :

i. in the preparation of annual accounts, all applicable Accounting Standards have been followed and proper explanations relating to material departures, if any, have been furnished;

ii. accounting policies as listed in the Schedule 18 to the financial statements have been judiciously selected and consistently applied and reasonable & prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit of the Company for the accounting year ended on that day;

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

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

11. Auditors

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

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

The product "Bearings" is subject to cost audit under the Central Government rules. M/s. Ashwin Solanki & Associates, Cost Accountants have been reappointed as the Cost Auditors for the year ending 31st March, 2011.

12. Acknowledgements

Your Directors acknowledge the valuable support and active involvement by all members of the management team of NRB Bearings Ltd. The Board also records their appreciation of the support and contribution by the companys bankers, customers, suppliers and all employees of the company.

On behalf of the Board (Ms.) H S ZAVERI

Chairman Mumbai: May 14, 2010

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