Home  »  Company  »  Timken India  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Timken India Ltd.

Mar 31, 2023

The Board of Directors has pleasure in presenting 36th Annual Report of the Company for the year ended 31 March, 2023.

Financial Summary

('' in million)

Particulars

Financial Year ended

Financial Year ended

31 March, 2023

31 March, 2022

Revenue from Operations

28,066.10

22,032.44

Add: Other Income

531.75

142.89

Total Income

28,597.85

22,175.33

Less: Total Expenses

23,362.64

17,793.49

Profit before tax (PBT)

5,235.21

4,381.84

Less: Tax expenses

1327.76

1110.79

Net Profit after tax (PAT)

3,907.45

3,271.05

Add: Other Comprehensive Income

7.68

(23.92)

Total Comprehensive Income

3,915.13

3,247.13

During FY 2022-23, the Company recorded a strong revenue growth of 27% YOY This increase is driven by growth across most of the end market sectors. Total expenses increased by 31% during the same period on account of inflationary impact on metals and other expenses. The PBT is '' 5,235.21 million in FY 2022-23 as compared to '' 4,381.84 million in FY 2021-22. Increase in PBT can be attributed to increase in sales due to increased business volume. The Financial Statements for FY 2022-23 have been prepared in accordance with Indian Accounting Standards ("Ind-AS").

Financial Position

The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs and long-term growth projects. Cash and cash equivalents and investments in mutual funds as at 31 March, 2023 were '' 3,942.94 million as compared to '' 1,137.46 million as at 31 March, 2022. The year also saw better working capital management in the areas of receivables, payables and inventory which is also reflected under cash flow and financial ratios section. For more details on financial position, please refer Management Discussion and Analysis.

The business of the Company has not undergone any change in the financial year under review.

Post Balance sheet event

There is no reportable event comprising material changes and commitments between the date of financial year end and the date of this report affecting the financial position of the Company.

Reserves

The Board of Directors of the Company did not propose to transfer any amount to reserves during the financial year under review.

Dividend

The Board of Directors, subject to approval of Members at ensuing Annual General Meeting (''AGM''), has recommended dividend of Rs. 1.5 per equity share of Rs. 10/- each fully paid up (1 5%) for the year ended 31 March, 2023. Dividend Distribution Policy is available on the website of the Company and can be accessed at www.timken.com/en-in/investors/policies/.

New Manufacturing Facility

New manufacturing facility is being set up at Bharuch, Gujarat to manufacture Spherical Roller Bearings (''SRB'') and Cylindrical Roller Bearings (''CRB'') and components thereof. The Company already has manufacturing plant at Bharuch, Gujarat wherein primarily Tapered Roller Bearings (''TRB'') and its components are manufactured. At the same premises wherein existing plant is situated, new facility will be set up to manufacture SRB and CRB and components thereof which will enhance manufacturing capacity of the Company. Commercial production from new facility is expected to start in the month of January, 2025. The Company will be investing approx. Rs 600 crore for setting up this facility.

Directors and Key Managerial Personnel

As on 31 March, 2023, the Board comprised 8 Directors out of which 4 were Independent, 2 were Executive and 2 were Non-Executive Directors. During the year under review:

• Re-appointment of Mr. Sanjay Koul (DIN: 05159352) as Managing Director was approved by the members at 35th AGM of the Company.

• Appointment of Mr. George J Ollapally (DIN: 09607523) as an Independent Director was approved by members at 35th AGM of the Company.

• Appointment of Mr. Veerappan V (DIN: 01593254) as an Independent Director was approved by members at 35th AGM of the Company.

• Appointment of Mr. Hansal Patel (DIN: 09607506) as a Director was approved by members at 35th AGM of the Company.

Mr. Bushen Lal Raina (DIN: 00182160) ceased to be a part of the Board of Directors of the Company due to his sad demise on 2 August, 2022.

Mr. Douglas Smith (DIN: 02454618), Director will retire by rotation at 36th AGM and being eligible, offers himself for re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved:

• Appointment of Mr. Ajay Sood (DIN: 03517303) as an Independent Director of the Company w.e.f. 1 October, 2023 for a period of 2 years subject to approval of the members of the Company.

• Appointment of Dr. Lakshmi Lingam (DIN: 10181197) as an Independent Director of the Company w.e.f. 1 October, 2023 for a period of 2 years subject to approval of the members of the Company.

In the opinion of the Board, aforesaid persons possess requisite expertise, skills, integrity and experience and their association and leadership will be beneficial to the Company. Hence, the Board has recommended their appointment at 36th AGM.

The Company is in receipt of Notices under Section 160 of the Companies Act, 2013 (the ''Act'') in respect of proposed appointment of Mr. Ajay Sood and Dr. Lakshmi Lingam as mentioned above at ensuing AGM.

Pursuant to Section 203 of the Act, Mr. Sanjay Koul as Managing Director, Mr. Avishrant Keshava as Chief Financial Officer and Mr. Mandar Vasmatkar as Company Secretary serve as whole-time Key Managerial Personnel (''KMP''). During the year under review, there has been no change in KMP.

The Company has received necessary declarations from all Independent Directors of the Company confirming that each of them has met with the criteria of independence laid down in Section 149 of the Act and Regulation 16 of Listing Regulations. Independent Directors'' details have been included in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs (''IICA'').

Corporate Governance

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Corporate Governance Report along with Compliance Certificate from Practicing Company Secretary is attached as Annexure - I. Details relating to composition of the Board and its Committees along with its meetings held during FY 2022-23 are given in Corporate Governance Report which is attached as Annexure - I. One meeting of the Independent Directors was held on 20 February, 2023 which was attended by all the Independent Directors without participation of Non-Independent Directors and members of management.

Directors'' Responsibility Statement

In pursuance of Section 134 (5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made;

b) they have 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) they have 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Nomination and Remuneration Policy

Based on recommendation of the Nomination and Remuneration Committee, the Board has laid down a Policy for remuneration of Directors, KMPs and other employees. The salient features of the Policy are as follows:

• It covers role of the Nomination and Remuneration Committee in line with Section 178 of the Act and Listing Regulations.

• It lays down factors and personal specifications that need to be considered for appointment of a Director.

• It specifies terms and conditions that need to be considered for appointment of Directors, KMPs and Senior Managerial Personnel including tenure of appointment, removal and retirement.

• It also lays down parameters for payment of remuneration to Executive Directors, Non- Executive/ Independent Directors, KMPs and Senior Managerial Personnel.

During the year under review, no change was made in the Nomination and Remuneration Policy. This Policy is disclosed on the Company''s website at https://www.timken.com/en-in/investors/policies/.

Ratio of Remuneration

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, applicable details are given in specified format which is attached as Annexure - II.

Information required under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed to this report. However, this Report and the Financial Statements are being sent to the shareholders of the Company excluding aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary & Chief - Compliance at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of AGM.

Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors

The Board has carried out performance evaluation of the Board of Directors as a whole, various Committees of the Board and individual Directors based on performance evaluation criteria. Each Director has provided feedback in writing to Chairman about the Board as a whole, various Committees and individual Directors. Further, Independent Directors in their separate meeting held on 20 February, 2023 have evaluated performance of Non- Independent Directors, Chairman and the Board as a whole.

Risk Management

The Board of Directors of the Company has constituted Risk Management Committee which inter-alia is responsible for assessment of risks, establishment of framework for monitoring risks and developing strategy for mitigation of various risks. During the year under review, new Risk Management Policy was approved mainly to capture the new Enterprise Risk Management processes that were adopted by the Company as per ISO 31000: 2018 to continually improve risk and opportunity management at enterprise level. Updated Policy is disclosed on the Company''s website at https://www.timken.com/en-in/investors/policies/.

Vigil Mechanism/Whistle Blower Policy

For details, please refer Corporate Governance Report attached as Annexure - I.

Corporate Social Responsibility

The Corporate Social Responsibility (''CSR'') Committee of the Board is responsible for evaluation and implementation of CSR Projects. The Company has spent Rs. 3,42,56,535/- on various CSR Activities during FY 2022-23 including administrative overheads. Further, the Company has transferred Rs. 2,46,63,101/- on account of ongoing project to Unspent CSR Account. For more details on CSR expenditure during the year under review, please refer Annual Report on CSR Activities attached as Annexure - III. Salient features of the CSR Policy are as follows:

• It lays down CSR Philosophy, Vision and Commitment of the Company.

• It specifies guidelines for implementation of CSR Projects through CSR Partners including eligibility criteria for CSR Partners.

• It also lays down roles and responsibilities of the CSR Committee.

During the year under review, no change was made in the CSR Policy. This Policy is disclosed on the Company''s website at https://www.timken.com/en-in/investors/policies/.

Statutory Audit

Pursuant to Section 139 of the Act, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W100018) have been re-appointed as Statutory Auditors of the Company for a period of 5 years from conclusion of 35th (''AGM'') till 40th AGM. During the year under review, there was no fraud reported by the auditors to the Audit Committee/Board under section 143(12) of the Act. The Report given by the Statutory Auditors on the financial statements of the Company forms a part of this Annual Report. Statutory Auditors have given unmodified opinion. However, they have pointed out that proper books of accounts as required by law were kept except back up on daily basis of such books of accounts in electronic mode in server physically located in India. The Company is exploring options available for maintaining backup on daily basis and this is work-in-progress and it will be implemented soon.

Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have its records audited by Cost Accountant. The Company has maintained the cost records for FY 2022-23 as required under Section 148 of the Act.

The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Shome and Banerjee (Firm Registration No.

000001) as Cost Auditors for FY 2023-24. In terms of Section 148 of the Act read with Rules made thereunder, remuneration payable to Cost Auditors is required to be ratified by members of the Company. Accordingly, appropriate resolution for ratification of remuneration payable to Cost Auditors for FY 2023-24 has been inserted in the Notice convening 36th AGM. The Board requests members to approve/ratify remuneration of Rs. 6,30,000/- (Rupees Six Lakhs and Thirty Thousand Only) plus applicable taxes and out of pocket expenses payable to Cost Auditors for FY 2023-24. The Cost Audit Report of the Company for FY 2021-22 was filed on 14 October, 2022 (within the stipulated due date).

Secretarial Audit

Pursuant to Section 204 of the Act, M/s. V Sreedharan & Associates, Practicing Company Secretaries, has submitted the Secretarial Audit Report which is attached as Annexure - IV. There are no qualifications or adverse remark made by the Secretarial Auditor. The Company has complied with norms of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Internal Audit

KPMG Assurance and Consulting Services LLP acted as Internal Auditors for FY 2022-23. They conducted periodical audits and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

Internal Financial Controls

The Company has a system of internal controls commensurate with the nature of its business and the size and complexity of its operations. The Company has adequately documented policies, procedures and authorization matrix aligned with the level of responsibility which is designed to provide reasonable assurance on recording of transactions, effectiveness, and efficiency of operations, providing reliable financial information and safeguarding of assets. The Company has developed and implemented a framework for ensuring internal controls over financial reporting. The Company has carried out evaluation of design and effectiveness of these controls and noted no significant material weaknesses or deficiencies which can impact financial reporting.

Related Party Transactions

The Company has adopted Related Party Transactions Policy and all its transactions in ordinary course of business are entered in accordance with the said Policy. The Audit Committee reviews this Policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable laws and the said Policy. Related Party Transactions Policy is available on the website of the Company at https://www.timken.com/en-in/investors/policies/. All related party transactions entered into by the Company during FY 2022-23 are disclosed in the Financial Statements for the year ended 31 March, 2023.

In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, material related party transactions entered during FY 2022-23 in the ordinary course of business and on arm''s length basis are given in Form AOC-2, attached to this Report marked as Annexure - V. For FY 2023-24, the Company anticipates that material related party transactions would be entered with four parties, for which approval is being sought in 36th AGM.

Listing with Stock Exchanges

The Company confirms that it has paid Annual Listing Fees for FY 2023-24 to National Stock Exchange of India Limited and BSE Limited, where the Company''s shares are listed.

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

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are attached to this Report marked as Annexure - VI.

Investor Education and Protection Fund

Pursuant to Section 124 of the Act and Rules made thereunder:

(i) the Company has transferred following unclaimed dividend amounts to Investor Education and Protection Fund (''IEPF'') during FY 2022-23:

Particulars

Amount (in '')

Dividend paid by erstwhile ABC Bearings Limited (amalgamated with the Company) for FY 2014-15

3,43,620/-

Dividend paid by the Company for FY 2021-22 against shares already transferred to IEPF

13,91,739/-

(ii) Unpaid dividend for FY 2015-16 relating to the Company and ABC Bearings Limited (amalgamated) is due for transfer to IEPF in the month of September, 2023.

Annual Return

A copy of Annual Return filed during FY 2022-23 is placed on the Company''s website at https://www.timken.com/en-in/investors/statutory-compliances/. Draft Annual Return as on 31 March, 2023 is available on the website of the Company at https://www.timken.com/en-in/investors/statutory-compliances/.

Financial Performance of any Subsidiary / Associate/ Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Particulars of Loans, Guarantees or Investments

Particulars about investments made by the Company during the year are disclosed in the Financial Statements. During the year under review, the Company did not give any loans except to its employees as part of the conditions of service. Also, the Company did not give any guarantee or extended any securities in connection with any loan.

Deposits

The Company has not accepted Deposits covered under Chapter V of the Act and Rules framed thereunder.

Significant and/or material orders passed by the Regulators

No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting going concern status and the Company''s operations in future.

Other Reports/Annexures

Pursuant to the Act and Listing Regulations, following reports form part of this report:

1) Management Discussion and Analysis - Annexure - VII.

2) Declaration regarding compliance with Code of Conduct-Annexure - VIII

3) Business Responsibility and Sustainability Report - Annexure - IX

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company does not tolerate discrimination, sexual harassment or any other harassment whether engaged in by management or associates or other individual with whom associates come into contact during work. The Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. The Company has adopted Anti-Sexual Harassment Policy in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted ''Internal Committee'' to redress complaints received regarding sexual harassment as required by aforesaid Act. During the year under review, the Company has not received any sexual harassment complaint.

Other Disclosures

Sweat Equity Shares

The Company has not issued any Sweat Equity Share and therefore, disclosure norms are not applicable to the Company.

Shares with differential Rights

The Company has not issued any Share with differential rights and therefore, disclosure norms are not applicable to the Company.

Shares under Employees Stock Option Scheme

The Company does not have any stock option scheme and therefore, disclosure norms are not applicable to the Company.

Purchase by Company or giving of loans by it for purchase of its shares

The Company has not purchased or given any loan to purchase its Equity Share and therefore, disclosure norms are not applicable to the Company.

Buy Back of Shares

The Company has not bought back any Equity Share and therefore, disclosure norms are not applicable to the Company.

Demat Suspense /Unclaimed Suspense Account

In terms of applicable SEBI Circulars, the Company has opened a Suspense Escrow Demat Account to credit shares in physical folios to aforesaid account in case of non-receipt of demat request from the securities holder/claimant within 120 days of the date of issuance of Letter of Confirmation. For more details, please refer Corporate Governance Report attached as Annexure - I.

Settlement with Banks/Financial Institutions

Not applicable.

Proceedings pending under Insolvency and Bankruptcy Code, 2016

Not applicable.

Acknowledgment

We thank all our stakeholders, employees, suppliers and investors for continuous support due to which we could achieve great results. The Company has innovative applications, strong leadership and therefore, better positioned to capitalize new opportunities and achieve stronger performance.

For and on behalf of the Board of Directors

Sd/-

Sanjay Koul

Date : 30 June, 2023 Chairman & Managing Director

Place : Bengaluru DIN: 05159352


Mar 31, 2022

The Board of Directors has pleasure in presenting 35th Annual Report of the Company for the year ended 31 March, 2022. Financial Summary

(? in million)

Particulars

Financial Year ended

Financial Year ended

31 March, 2022

31 March, 2021

Revenue from Operations

22,032.44

14,105.20

Add: Other Income

142.89

196.04

Total Income

22,175.33

14,301.24

Less: Total Expenses

17,793.49

12,350.61

Profit before tax (PBT)

4,381.84

1,950.63

Less: Tax expenses

1110.79

518.84

Net Profit after tax (PAT)

3,271.05

1,431.79

Add: Other Comprehensive Income

(23.92)

(3.11)

Total Comprehensive Income

3,247.13

1,428.68

During FY 2021-22, the Company''s revenue was up by 56% Y-o-Y, as operations of the Company were back to normal as compared to the previous year, which were impacted by COVID-19 pandemic driven lockdown and the Company also shown strong growth in the business throughout the year. Total expenses increased by 44% during the same period. The PBT is ? 4,381.84 million for FY 2021-22 as against ? 1,950.63 million in FY 2020-21. Increase in PBT can be attributed to increase in sales due to increased business volume.

The Financial Statements for FY 2021 -22 have been prepared in accordance with Indian Accounting Standards ("Ind-AS").

Financial Position

The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Trade receivables increased by ? 1,674.27 million in line with the increased revenue during the FY 2021-22 compared to FY 2020-21. Cash and cash equivalents and investments in mutual funds as at March 31,2022 were ? 1137.46 million as compared to ? 1,704.04 million as at March 31,2021. For more details on financial position and business review, please refer Management Discussion and Analysis.

The business of the Company has not undergone any change in the financial year under review.

Post Balance sheet event

There is no reportable event comprising material changes and commitments between the date of financial year end and the date of this report affecting the financial position of the Company.

Reserves

The Board of Directors of the Company did not propose to transfer any amount to reserves during the financial year under review.

Dividend

The Board of Directors, subject to approval of Members at ensuing Annual General Meeting (''AGM''), has recommended dividend of Rs. 1.5/- per equity share of Rs. 10/- each fully paid up (1 5%) for the year ended 31 March, 2022. Dividend Distribution Policy is available on the website of the Company and can be accessed at https://www.timken.com/en-in/investors/policies/.

Corporate Governance

Company''s mission, vision and core values guide the Company and this direction keeps the Company successfully working together, so as to enable us to make the world a more productive place and deliver value to our stakeholders. The Vision Statement of the Company expresses its aspiration to be the global leader in bearings and mechanical power transmission, continually improving performance, reliability and efficiency. The Company strongly believes that it can become a strong leader only by way of maintaining good and sound Corporate Governance structures. Good Corporate Governance practices followed by the Company inter-alia include strong and independent Board, transparency and accountability, robust policies and regulatory compliance framework, strong internal controls and monitoring of such controls, empowerment of employees/various stakeholders and timely disclosures. The Company continuously monitors market trends and reviews changing legal requirements and wherever required fine-tunes its procedures, structures, systems so as to comply with applicable legal and regulatory requirements. Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Corporate Governance Report along with Compliance Certificate from Practicing Company Secretary is attached as Annexure-1.

Directors and Key Managerial Personnel

During the FY 2021-22, the Board comprised 6 Directors out of which 3 were Independent, 2 were Executive and one was Non -Executive Director. During the year under review, re-appointment of Mrs. N S Rama (DIN:06720033) as an Independent Director was approved by the members at 34th AGM of the Company.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved:

• Appointment of Mr. George J Ollapally (DIN: 09607523) as an Additional & Independent Director of the Company w.e.f. 1 June, 2022 fora period of 2 years subject to approval of the members of the Company.

• Appointment of Mr. Veerappan V (DIN: 01593254) as an Additional & Independent Director of the Company w.e.f. 1 June, 2022 for a period of 2 years subject to approval of the members of the Company.

• Re-appointment of Mr. Sanjay Koul (DIN:05159352) as a Managing Director of the Company for a further period of 5 years w.e.f. 26 October, 2022 subject to approval of the members of the Company.

• Appointment of Mr. Hansal Patel (DIN: 09607506) as an Additional Director of the Company w.e.f. 1 June, 2022.

In the opinion of the Board, aforesaid persons possess requisite expertise, skills, integrity and experience and their association and leadership will be beneficial to the Company. Hence, the Board recommended their appointment/re-appointment at 35th AGM.

The Company is in receipt of Notices under Section 160 of the Companies Act, 2013 (the ''Act'') in respect of proposed appointment/re-appointment of Mr. Ollapally, Mr. Veerappan, Mr. Koul & Mr. Patel as mentioned above at ensuing AGM.

Mr. Avishrant Keshava (DIN: 07292484), Director will retire by rotation at 35th AGM and being eligible, offers himself for re-appointment.

Pursuant to Section 203 of the Act, Mr. Sanjay Koul as Managing Director, Mr. Avishrant Keshava as Chief Financial Officer and Mr. Mandar Vasmatkar as Company Secretary serve as whole-time Key Managerial Personnel (''KMP''). During the year under review, there has been no change in KMP.

Directors'' Responsibility Statement

In pursuance of Section 134(5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made;

b) they have 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) they have 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operating effectively; and

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

Annual Declarations from Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company confirming that each of them has met with criteria of independence laid down in Section 149 of the Act and Regulation 16 of Listing Regulations. Independent Directors'' details have been included in the databankof Independent Directors maintained by Indian Institute of Corporate Affairs (''IICA'').

Meetings of the Board and its Committees

The Board has met six times and Audit Committee has met five times in FY 2021-22. The gap between two consecutive Board Meetings and two consecutive Audit Committee Meetings was within prescribed timelines under the Act and Listing Regulations. The Board of Directors of the Company has accepted all recommendations put forward to it by the Audit Committee. The Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee met once while the Risk Management Committee met three times during FY 2021-22. Details relating to composition of the Board and its Committees along with its meetings held during FY 2021-22 are given in Corporate Governance Report which is attached as Annexure -1.

Independent Directors Meeting

One meeting of the Independent Directors was held on 21 February, 2022 which was attended by all the Independent Directors without participation of Non-Independent Directors and members of management.

Nomination and Remuneration Policy

Based on recommendation of the Nomination and Remuneration Committee, the Board has laid down a Policy for remuneration of Directors, KMPs and other employees. During the year under review, changes were made in the Nomination and Remuneration Policy mainly to comply with amendments in Listing Regulations. Changes mainly cover amendment in definition of material related party transactions and concept of material modification in related party transactions. Updated Policy is disclosed on the Company''s website at https://www.timken.com/en-in/investors/policies/.

The salient features of the Policy are as follows:

• It covers role of the Nomination and Remuneration Committee in line with Section 178 of the Act and Listing Regulations.

• It lays down factors and personal specifications that need to be considered for appointment of a Director.

• It specifies terms and conditions that need to be considered for appointment of Directors, KMPs and Senior Management Personnel including tenure of appointment, removal and retirement.

• It also lays down parameters for payment of remuneration to Executive Directors, Non- Executive/ Independent Directors, KMPs and Senior Management Personnel.

Ratio of Remuneration

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, applicable details are given in specified format which is attached as Annexure - II.

Information required under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed to this report. However, this Report and the Financial Statements are being sent to the shareholders of the Company excluding aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of AGM.

Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors

The Board has carried out performance evaluation of the Board of Directors as a whole, various Committees of the Board and individual Directors based on performance evaluation criteria. Each Director has provided feedback in writing to Chairman about the Board as a whole, various Committees and individual Directors. Further, Independent Directors in their separate meeting held on 21 February, 2022 have evaluated performance of Non- Independent Directors, Chairman and the Board as a whole.

Risk Management

The Board of Directors of the Company has constituted Risk Management Committee which inter-alia is responsible for assessment of risks, establishment of framework for monitoring risks and developing strategy for mitigation of various risks. During FY 2021-22, the Company was certified for ISO 31000:2018 Standards.

Enterprise Risk Management (''ERM'') is the process of identifying and addressing methodically the potential events that represent risks to achievement of strategic objectives, or to opportunities to gain competitive advantage. Risk management is an essential element of the strategic management of the Company and the same is embedded in the ongoing activities of the business. The Company has adopted

ISO 31000:2018 as a reference and developed its enterprise risk management policy & system around framework and principles of ISO 31000:2018. The fundamental elements of ERM as developed at the Company includes assessment of significant risks and implementation of suitable risk responses. Risk responses include acceptance or tolerance of a risk; avoidance or termination of a risk and reduction or mitigation of risk via internal control procedures or other risk prevention activities. Other important elements of aforesaid ERM are risk philosophy or risk strategy, risk culture and risk appetite. These are expressions of attitude to risk in the Company, and the amount of risk that the Company is willing to take. In March 2022 , the Company completed its process of risk management certification through third party Auditing agency thereby demonstrating its capability to adapt framework and structure of ISO 31000:2018 and to continually improve risk and opportunity management at enterprise level.

Vigil Mechanism

The Whistle Blower Policy of the Company is disclosed on the Company''s website at https://www.timken.com/en-in/investors/policies/ . The Company feels that turning ethics into action is everyone''s responsibility. To help protect Company''s values and reputation, associates and business partners are encouraged to speak up if something just doesn''t seem right or when they have a question. It enables the Company to better uphold its values and fulfill commitments towards shareholders, customers, suppliers and the community. The Company has adopted a Whistle Blower Policy in terms of which associates, business partners of the Company are provided with mechanism to raise and resolve their concern or question. Open door policy of the Company supports an environment that encourages associates to ask questions and report concerns. When associates have a question or concern, they can speak with a supervisor or manager with whom they feel comfortable. If associates are not comfortable disclosing their identity, they may choose to submit concern or question to "Timken Helpline", a toll free phone number and choose not to disclose their identity. The Company investigates all reports promptly, thoroughly and fairly, and takes actions when appropriate. The Company expects to participate in investigations if required but safeguards confidentiality both during and after the investigation. The Company does not tolerate acts of retaliation against anyone who makes report in good faith.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee of the Board is responsible for evaluation and implementation of CSR Projects. Based on recommendation of the CSR Committee, the Board has spent Rs. 5,20,53,075/-on CSR activities during FY2021-22 in line with CSR Policy of the Company. During the year under review, changes were made in CSR policy to comply with changes in the Act and Rules made thereunder and updated CSR Policy is available on the Company''s website at https://www.timken.com/en-in/investors/policies/. Details about CSR Projects carried out in FY 2021-22 are also available on Company''s website at https://www.timken.com/en-in/investors/statutorv-compliances/#other

Salient features of the CSR Policy are as follows:

• It lays down CSR Philosophy, Vision and Commitment of the Company.

• It specifies guidelines for implementation of CSR Projects through CSR Partners including eligibility criteria for CSR Partners.

• It also lays down roles and responsibilities of the CSR Committee.

Annual Report on CSR Activities is attached to this Report as Annexure- III.

Statutory Audit

Current term of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as Statutory Auditors will come to an end at 35th AGM of the Company. Pursuant to Section 139 of the Act, it is proposed to re-appoint Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company for a further period of 5 years from conclusion of 35th AGM till 40th AGM. The Statutory Auditors have confirmed that they are eligible for re-appointment and are notdisqualified.

The Independent Auditor''s Report for FY 2021-22 do not contain any qualification or adverse remark. During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee/ Board under Section 143(12) of the Act.

Secretarial Audit

Pursuant to Section 204 of the Act, Mr. Nagarjun Y G, (ACS: 52406 & CP No: 19301), Company Secretary in Practice, has submitted the Secretarial Audit Report which is attached as Annexure - IV. There are no qualifications or adverse remark made by the Secretarial Auditor. The Company has complied with norms of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have its records audited by Cost Accountant. The Company has maintained the cost records for FY2021 -22 as required under Section 148 of the Act.

The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Shome and Banerjee (Firm Registration No. 000001) as Cost Auditors for FY 2022-23. In terms of Section 148 of the Act read with Rules made thereunder, remuneration payable to Cost Auditors is required to be ratified by Members of the Company. Accordingly, appropriate resolution for ratification of remuneration payable to Cost Auditors for FY 2022-23 has been inserted in the Notice convening 35th AGM. The Board requests members to approve/ratify remuneration of Rs. 6,00,000/-(Rupees six lakhs only) plus applicable taxes and out of pocket expenses payable to Cost Auditors for FY 2022-23.

The Cost Audit Report of the Company for FY 2020-21 was filed on 5 October, 2021 (within the stipulated due date).

Internal Audit

KPMG Assurance and Consulting Services LLP acted as Internal Auditors for FY 2021-22. They conducted periodical audits and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

Internal Financial Controls

The Company has a system of internal controls commensurate with the nature of its business and the size and complexity of its operations. The Company has adequately documented policies, procedures and authorization matrix aligned with the level of responsibility which is designed to provide reasonable assurance on recording of transactions, effectiveness, and efficiency of operations, providing reliable financial information and safeguarding of assets. The Company has developed and implemented a framework for ensuring internal controls over financial reporting. The Company has carried out evaluation of design and effectiveness of these controls and noted no significant material weaknesses or deficiencies which can impact financial reporting.

Related Party Transactions

In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, a summary of material related party transactions in the ordinary course of business and on arm''s length basis is given in Form AOC-2, attached to this Report marked as Annexure- V.

The Company has adopted Related Party Transactions Policy and all its transactions in ordinary course of business are entered in accordance with the said Policy. Related Party Transactions Policy is available on the website of the Company at https://www.timken.com/en-in/investors/policies/. All related party transactions entered into by the Company during FY 2021-22 are disclosed in the Financial Statements for the year ended 31 March, 2022.

Listing with Stock Exchanges

The Company confirms that it has paid Annual Listing Fees for FY 2022-23 to National Stock Exchange of India Limited and BSE Limited, where the Company''s shares are listed.

Annual Return

A copy of Annual Return as on 31 March, 2021 is placed on the Company''s website atwww.timken.com/en-in. Draft Annual Return as on 31 March, 2022 is available on the website of the Companvatwww.timken.com/en-in.

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

Details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are attached to this Report marked as Annexure-VI.

Investor Education and Protection Fund

Pursuant to Section 124 of the Act and Rules made thereunder:

(i) the Company has transferred following unclaimed dividend amounts to Investor Education and Protection Fund (lEPF) during FY2021-22:

Particulars

Amount (in?)

Dividend paid by erstwhile ABC Bearings Limited (amalgamated with the Company) for FY 2013-14

3,12,788/-

Interim dividend paid by the Company for FY 2014-15

36,12,621/-

Dividend paid by the Company for FY 2020-21 against shares already transferred to I EPF

13,09,696/-

(ii) During FY 2021-22, the Company also transferred 60,742 equity shares to IEPF.

(iii) Unpaid dividend for FY 2014-15 relating to ABC Bearings Limited (amalgamated) is due for transfer to IEPF in the month of September, 2022.

Financial Performance of any Subsidiary/Associate/Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Deposits

The Company has not accepted Deposits as defined in the Act and Rules framed thereunder.

Particulars of Loans, Guarantees or Investments

Particulars about investments made by the Company during the year are disclosed in the Financial Statements. During the year under review, the Company did not give any loans except to its employees as part of the conditions of service. Also, the Company did not give any guarantee or extended any securities in connection with any loan.

Significant and/or material orders passed by the Regulators

No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting going concern status and the Company''s operations in future.

Other Reports/Annexures

Pursuant to the Act and Listing Regulations, following reports form part of this report:

1. Management Discussion and Analysis -Annexure -VII

2. Declaration regarding compliance with Codeof Conduct-Annexure-VIII

3. Business Responsibility and Sustainability Report-Annexure- IX

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company does not tolerate discrimination, sexual harassment or any other harassment whether engaged in by management or associates or other individual with whom associates come into contact during work. The Company has adopted Anti-Sexual Harassment Policy in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee to redress complaints received regarding sexual harassment as required by aforesaid Act. During the year under review, the Company has not received any sexual harassment complaint.

Other Disclosures

Sweat Equity Share

The Company has not issued any Sweat Equity Share and therefore, disclosure norms are not applicable to the Company.

Shares with differential Rights

The Company has not issued any Share with differential rights and therefore, disclosure norms are not applicable to the Company.

Shares under Employees StockOption Scheme

The Company does not have any stock option scheme and therefore, disclosure norms are not applicable to the Company.

Purchase by Company or giving of loans by it for purchase of its shares

The Company has not purchased or given any loan to purchase its Equity Share and therefore, disclosure norms are not applicable to the Company.

Buy Back of Shares

The Company has not bought back any Equity Share and therefore, disclosure norms are not applicable to the Company.

Demat Suspense/Unclaimed Suspense Account

Notapplicable.

Settlement with Banks/Financial Institutions

Notapplicable.

Proceedings pending under Insolvency and Bankruptcy Code, 2016

Notapplicable.

Acknowledgment

We wish to place on record sincere thanks to employees, customers, shareholders and suppliers. Each one of you are vital to the Company''s continuous success. The Company is in a great position to deliver new level of performance in FY 2022-23 while remaining committed to long term strategy and growing as global leader.


Mar 31, 2021

The Board of Directors has pleasure in presenting 34th Annual Report of the Company for the year ended 31 March, 2021.

Financial Summary

(? in million)

Particulars

Financial Year ended

Financial Year ended

31 March, 2021

31 March, 2020

Revenue from Operations

14,105.20

16,168.70

Add: Other Income

196.04

234.02

Total Income

14,301.24

16,402.72

Less: Total Expenses

12,350.61

13,339.15

Profit before tax (PBT)

1,950.63

3,063.57

Less: Tax expenses

518.84

602.58

Net Profit after tax (PAT)

1,431.79

2,460.99

Add: Other Comprehensive Income

(3.11)

(6.86)

Total Comprehensive Income

1,428.68

2,454.13

During FY 2020-21, the Company''s revenue was down by 13% Y-o-Y, as operations of the Company were impacted during the first quarter due to lockdown, imposed by the Government in view of COVID-19 pandemic, however the Company has shown strong growth for rest of the year despite challenging economic environment. Total expenses decreased by 7% during the same period. The PBT is 14% for FY 202021 as against 19% in FY2019-20. Decrease in PBT can be attributed to increase in raw material price, absorption of fixed overheads partially offset with better leverage of variable overheads.

The said Financial Statements for FY 2020-21 have been prepared in accordance with Indian Accounting Standards ("Ind-AS").

Financial Position

The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Trade receivables increased by 1798.63 million in line with the increased revenue during the last quarter of FY2020-21 compared to last quarter of FY 201920. Cash and cash equivalents as at March 31,2021 were 11,704.04 million as compared to 14,146.51 million as at March 31,2020. The reduction was primarily due to payment of dividend, which was partially offset with positive cash generation. For more details on financial position, please refer Management Discussion and Analysis.

The business of the Company has not undergone any change in the financial year under review.

Post Balance sheet event

There is no other reportable event comprising material changes and commitments between the date of financial year end and the date of this report affecting the financial position of the Company.

Reserves

The Board of Directors of the Company did not propose to transfer any amount to reserves during the financial year under review.

Dividend

The Board of Directors, based on Dividend Distribution Policy of the Company, recommends dividend of Rs. 1.50/- per equity share of Rs. 10/-each fully-paid up (1 5%) for the year ended 31 March, 2021. The dividend payable is subject to approval of members at ensuing Annual General Meeting (''AGM'') of the Company. Dividend, if declared at AGM, will be paid within 30 days from conclusion of AGM subject to deduction of TDS, wherever applicable. Dividend Distribution Policy is available on the website of the Company and can be accessed at https://www.timken.com/en-in/investors/policies/

Corporate Governance

Corporate Governance philosophy of the Company is based on core value of ethics and integrity. Your Company strongly believes that it can become a strong leader only by way of maintaining good and high level of Corporate Governance structure. Good Corporate Governance practices followed by the Company inter-alia include strong and independent Board, transparency and accountability, robust policies and regulatory compliance framework, strong internal controls and monitoring of such controls, empowerment of employees/various stakeholders and timely disclosures. Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Corporate Governance Report along with Compliance Certificate from Practicing Company Secretary is attached as Annexure -1.

Directors and Key Managerial Personnel

During the year under review, appointment of Mrs. N S Rama (DIN: 06720033) as an Independent Director and Mr. Douglas Smith (DIN: 02454618) as Director of the Company was approved by the members at 33rd AGM of the Company. Mr. Avishrant Keshava (DIN: 07292484) was re-appointed as a Business Controller - India, CFO & Whole-time Director of the Company for a further period of 5 years w.e.f. 30 September, 2020.

Mrs. N S Rama''s (DIN: 06720033) current term as an Independent Director will come to an end on 24 October, 2021. Based on recommendation of the Nomination and Remuneration Committee, it is proposed to re-appoint Mrs. Rama as an Independent Director of the Company for a further period of 2 years w.e.f. 25 October, 2021 at the forthcoming AGM. In the opinion of the Board, Mrs. Rama posseses requisite expertise, integrity and experience and her association will be beneficial to the Company. In this connection, the Company has received following documents from Mrs. Rama:

a. Consent in Form DIR-2

b. Intimation in Form DIR-8 and

c. Declaration of Independence

The Company is also in receipt of a Notice from a shareholder proposing the candidature of Mrs. Rama for re-appointment as an Independent Director of the Company at forthcoming AGM.

Mr. Douglas Smith (DIN: 02454618), Non-Executive Director retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking members'' approval for his re-appointment has been included in 34th AGM Notice.

Pursuant to Section 203 of the Companies Act, 2013 (the ''Act''), Mr. Sanjay Koul as Managing Director, Mr. Avishrant Keshava as Chief Financial Officer and Mr. MandarVasmatkaras Company Secretary serve as whole-time Key Managerial Personnel (''KMP''). During the year under review, there has been no change in KMP.

Directors'' Responsibility Statement

In pursuance of Section 134 (5) of the Act, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made;

(b) they have 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 forthat period;

(c) they have 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) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Annual Declarations from Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company confirming that each of them has met with criteria of independence laid down in Section 149 of the Act and Regulation 16 of Listing Regulations. All the Independent Directors have confirmed that their name has been included in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).

Meetings of the Board and its Committees

The Board and Audit Committee have met four times during FY 2020-21. The gap between two consecutive Board Meetings and two consecutive Audit Commitee Meetings was within timeline prescribed under the Act and Listing Regulations. The Board of Directors of the Company has accepted all recommendations put forward to it by the Audit Committee. The Nomination and Remuneration Committee and Stakeholders Relationship Committee met once while the Risk Management Committee met twice during FY 2020-21. Approval from the Corporate Social Responsibility Committee was obtained through resolution by way of circulation. Details relating to composition of the Board and its Committees along with its meetings held during FY 2020-21 are given in Corporate Governance Report which is attached as Annexure-1.

Independent Directors Meeting

One meeting of the Independent Directors was held on 22 February, 2021 which was attended by all the Independent Directors without participation of Non-Independent Directors and members of management.

Nomination and Remuneration Policy

Based on recommendation of the Nomination and Remuneration Committee, the Board has laid down a Policy for remuneration of Directors, KMPs and other employees. The salient features of the Policy are as follows:

• It lays down role of the Nomination and Remuneration Committee in line with Section 178 of the Act and Listing Regulations.

• It specifies aspects that need to be considered for appointment of a Director.

• It lays down terms and conditions that need to be considered for appointment of Directors, KMPs and Senior Management Personnel including tenure of appointment, removal and retirement.

• It also lays down parameters for payment of remuneration to Executive Directors, Non- Executive/ Independent Directors, KMPs and Senior Management Personnel.

During theyear under review, no change was made in the Nomination and Remuneration Policy. This Policy is disclosed on the Company''s website at https://www.timken.com/en-in/investors/policies/.

Ratio of Remuneration

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, applicable details are given in specified format which is attached as Annexure -II.

Information required under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed to this report. However, this Report and the Financial Statements are being sent to the shareholders of the Company excluding the aforesaid information. Any shareholder, interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of AGM.

Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors

As specified by the Nomination and Remuneration Committee of the Board, performance evaluation of the Board of Directors as a whole, various Committees of the Board and individual Directors was carried out by the Board of Directors based on performance evaluation criteria. Each Director has provided feedback in writing to Chairman about the Board as a whole, various Committees and individual Directors. Further, Independent Directors in their separate meeting held on 22 February, 2021 has evaluated performance of NonIndependent Directors, Chairman and the Board as a whole.

Risk Management

The Board of Directors of the Company has constituted Risk Management Committee which inter-alia is responsible for assessment of risks, establishment of framework for monitoring risks and developing strategy for mitigation of various risks.

The Board of Directors of the Company has adopted a Risk Management Policy for the Company. The Policy has identified certain categories of risks that the Company may face in areas such as strategic, operational, financial, compliance and information technology. The Company undertakes efforts once in a year to evaluate risk profile of the Company. The Company has put in place adequate mechanism to identify and mitigate various risks and the Board is apprised on the same. The Management has taken appropriate measures from time to time to reduce adverse impact of Covid-19 on business which has yielded positive results. The Board is satisfied with riskcontrols put in place by the Company.

Vigil Mechanism

The Company believes that being ethical does not just mean doing the right thing by how we treat others, do our jobs or make decisions but it also means speaking up when we become aware that something is not right. The Company encourages everyone to act if they have an ethical question or are in a situation that they think threatens core value of ethics and integrity of the Company. The Company has adopted a Whistle Blower Policy in terms of which the Directors, associates of the Company have access to "Timken Helpline", a toll free phone number that any associate can call and choose not to disclose his identity, if he has any concern or question, which he is not willing to discuss face to face with his Supervisor, Manager, member of the Human Resource Team or Senior Management. Other Stakeholders including customers, vendors, contractors can also raise their concern through Timken Helpline. The Company investigates all reports promptly, thoroughly and fairly and takes appropriate actions whenever necessary.

The Company follows Open-door Policy and adequately safeguards against victimization of reporting person. The Company does not tolerate acts of retaliation against anyone who makes report in good faith. This Vigil Mechanism enables the Company to better uphold its values and fulfill its commitments towards shareholders, customers, suppliers and the community. The Whistle Blower Policy of the Company is disclosed on the Company''s website at https://www.timken.com/en-in/investors/policies/.

Corporate Social Responsibility

The Corporate Social Responsibility C.CSR/) Committee of the Board is responsible for evaluation and implementation of CSR Projects. Based on recommendation of the CSR Committee, the Board has approved and spent Rs. 4,47,30,430/- on CSR activities during FY 202021 in line with CSR Policy of the Company. CSR Policy is available on Company''s website at https://www.timken.com/en-in/investors/policies/

Salient features of the CSR Policy are as follows:

• It lays down CSR Philosophy, Vision and Commitment of the Company.

• It specifies guidelines for implementation of CSR Projects through CSR Partners including eligibility criteria for CSR Partners.

• Italso lays down roles and responsibilities of the CSRCommittee.

Annual Report on CSR Activities is attached to this Report as Annexure - III.

Statutory Audit

Pursuant to Section 139 of the Act, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W100018) have been appointed as the Statutory Auditors of the Company for a period of 5 years from conclusion of 30th AGM till 35th AGM. The Independent Auditor''s Report for FY 2020-21 do not contain any qualification or adverse remark. During the year under review, there were no frauds reported by the Auditors to the Audit Committee/Board under Section 143(12) of the Act.

Secretarial Audit

Pursuant to Section 204 of the Act, Mr. Nagarjunn Y G, (ACS: 52406 & CP No: 19301), Company Secretary in Practice was appointed by the Board of Directors as a Secretarial Auditor to carry out Secretarial Audit of the Company for FY 2020-21. Mr. Nagarjunn Y G, has submitted the Secretarial Audit Report which is attached as Annexure - IV. There are no qualifications or adverse remark made by the Secretarial Auditor. The Company has complied with norms of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Cost Audit

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s Shome and Banerjee (Firm Registration No. 000001) as Cost Auditors for FY 2021-22. In terms of Section 148 of the Act read along with Rules made thereunder, remuneration payable to Cost Auditors is required to be ratified by members of the Company. Accordingly, appropriate resolution for ratification of remuneration payable to Cost Auditors for FY 2021-22 has been inserted in the Notice convening 34th AGM. The Board requests members to approve/ratify remuneration of Rs. 4,40,000/-plus applicable taxes and out of pocket expenses payable to Cost Auditors for FY 2021 -22.

In terms of Section 148 of the Act, the Company is required to maintain cost records and have its records audited by Cost Accountant. The Company has maintained the cost records for FY 2020-21 as required under Section 148 of the Act. The Cost Audit Report of the Company for FY 2019-20 was filed on 23 November, 2020 (within the stipulated due date).

Internal Audit

M/s KPMG Assurance and Consulting Services LLP (formerly known as KPMG) acted as Internal Auditors for FY 2020-21. They conducted periodical audits and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

Internal Financial Controls

The Company has a system of internal controls commensurate with the nature of its business and the size and complexity of its operations. The Company has adequately documented policies, procedures and authorization matrix aligned with the level of responsibility which is designed to provide reasonable assurance on recording of transactions, effectiveness, and efficiency of operations, providing reliable financial information and safeguarding of assets. The Company has developed and implemented a framework for ensuring internal controls over financial reporting. The Company has carried out evaluation of design and effectiveness of these controls and noted no significant material weaknesses or deficiencies which can impact financial reporting.

Related PartyTransactions

The Company is committed to uphold the highest ethical and legal conduct in fulfilling its responsibilities and recognizes that related

party transactions can present a risk of actual or apparent conflicts of interest. The Company has adopted Related Party Transactions Policy and all its transactions in normal course of business are entered in accordance with the said Policy. Related Party Transactions Policy is available on the website of the Company at https://www.timken.com/en-in/investors/policies/. All related party transactions entered into by the Company during FY 2020-21 are disclosed in Financial Statements for the year ended 31 March, 2021. In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, a summary of material related party transactions in the ordinary course of business and on arm''s length basis is given in Form AOC-2, attached to this Report marked as Annexure-V.

Listing with Stock Exchanges

The Company confirms that it has paid Annual Listing Fees for FY 2021-22 to National Stock Exchange of India Limited and BSE Limited where the Company''s shares are listed.

Annual Return

A copy of Annual Return as on 31 March, 2020 filed during FY 2020-21 pursuant to Section 92 of the Act is placed on the Company''s website at www.timken.com/en-in. Draft Annual Return as on 31 March, 2021 is available on website of the Company at www.timken.com/en-in

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

SI. No

Particulars

Remarks

(A)

Conservation of energy:

1. Steps taken/impact on conservation of energy

Both Jamshedpur and Bharuch plant of the Company are in compliance with ISO

50001 (Energy ManagementSystems).

Following are some steps taken for energy conservation by the Company at

Jamshedpurand Bharuch plant:

i) implementation of energy management system (EnMS)

ii) Reduction in idle time for running of motors through M/C interlocking to save power

iii) Reduction in use of compressed air by modification of pipeline & proper management of valve operation

iv) Installation of motion sensors for auto switching off for AC and lights in Conference rooms, cabins and washrooms

v) Improved energy conservation through carb efficiency improvement through CTHT reduction.

2. Steps taken by the company for utilizing alternate sources of energy

The Company had installed roof top solar panels in Jamshedpur plant with a potential of 1267 kWP. Further, the Company operates Wind Farm in the State of Gujarat. Energy generated by windmills is passed on to the Distribution Company through grid and the Company gets credit for such energy generated and supplied to grid.

3. Capital investment on energy conservation equipments

T22.85 Lakhs

(B)

Technology absorption:

1. Efforts, in brief, made towards technology absorption

2. Benefits derived because of the above efforts, e.g., product improvement, cost reduction, product development, importsubstitution

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

a. Details of technology imported

b. Yearofimport

c. Whetherthe technology been fullyabsorbed

d. If not fully absorbed, areas where absorption has nottaken place, and the reasons thereof

TheTimken Company, ultimate Parent Company of your Company, conducts research and development activities and focuses on development of new products and technologies. The Timken Company passes on newly developed products and technologies to all its group companies in the world from time to time.

Your Company has received technology from The Timken Company from time to time starting from FY 1991 -92 mainly in the area of machining, heat treatment and finishing to make further improvements in the manufacturing process, product quality and production output and related activities for manufacturing of bearings and components. This has helped the Company not only to develop new part numbers but also to manufacture products at lower cost and time. Technology transfer is continuous process and the Company has been utilizing technology transferred by The Timken Company to fullest extent possible.

4. Expenditure incurred on Research and Development

(C)

Foreign exchange earnings and outgo

FY 2020-21 (T in million)

FY 2019-20 (T in million)

(i)

Foreign Exchange Earnings

3,171

3,975

(ii)

Foreign Exchange Outgo

3,140

3,657

Investor Education and Protection Fund

Pursuant to Section 124 the Act and Rules made thereunder:

(i) the Company has transferred following unclaimed dividend amounts to Investor Education and Protection Fund (''IEPF'') during FY 2020-21:

Particulars

Amount (in?)

Dividend paid by erstwhile ABC Bearings Limited (Amalgamated with the Company) for FY 2012-13

3,83,925/-

Dividend paid bytheCompanyforFY2012-13

25,24,724/-

Interim dividend paid by the Company for FY 2013-14

75,49,308/-

Dividend paid by the Company for FY2019-20 against shares already transferred to IEPF

3,15,35,807/-

(ii) During FY 2020-21, the Company also transferred 1,55,940 equity shares to IEPF.

(iii) Unpaid dividend for FY 2013-14 relating to ABC Bearings Limited (amalgamated) and unpaid dividend for FY 2014-15 (Interim Dividend) relating to the Company are due for transfer to IEPF in the month of August, 2021 and December, 2021 respectively.

Financial Performance of any Subsidiary/Associate/Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Deposits

The Company has not accepted Deposit, as defined in the Act and Rules framed thereunder.

Particulars of Loans, Guarantees or Investments

Particulars about investments made by the Company during the year are disclosed in the Financial Statements. During the year under review, the Company did not give any loans except to its employees as part of the conditions of the service. Also, the Company did not give any guarantee or extended any securities in connection with any loan.

Significant and/or material orders passed by the Regulators

No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting going concern status and the Company''s operations in future.

Other Reports/Annexures

Pursuantto theActand Listing Regulations, following reports form part of this report:

1. ManagementDiscussionandAnalysis-Annexure-VI

2. Declaration regarding Compliance with Code of Conduct- Annexure -VII

3. Business Responsibility Report-Annexure -VIII

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company does not tolerate discrimination, sexual harassment or any other harassment whether engaged in by management or associates or other individual with whom associates come into contact during work. The Company has adopted Anti-Sexual Harassment Policy in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee to redress complaints received regarding sexual harassment as required by aforesaid Act. During the year under review, the Company has not received any sexual harassment complaint.

Other Disclosures

Sweat Equity Share

The Company has not issued any Sweat Equity Share and therefore, disclosure norms are not applicable to the Company.

Shares with differential Rights

The Company has not issued any Share with differential

rights and therefore, disclosure norms are not applicable to

the Company.

Shares under Employees StockOption Scheme

The Company does not have any stock option scheme and therefore, disclosure norms are not applicable to the Company.

Purchase by Company or giving of loans by it for purchase of its shares

The Company has not purchased or given any loan to purchase its Equity Share and therefore, disclosure norms are not applicable to the Company.

Buy Backof Shares

The Company has not bought back any Equity Share and therefore, disclosure norms are not applicable to the Company.

Demat Suspense and Unclaimed Account

Notapplicable.

Settlementwith Banks/Financial Institutions

Notapplicable.

Proceedings pending under Insolvency and Bankruptcy Code, 2016

Notapplicable.

Acknowledgment

We wish to place on record sincere thanks for all our stakeholders including customers, vendors, investors, bankers for all their support during this challenging year. We thank and appreciate our employees for their ongoing dedication and support because of which we are well positioned during these challenging times to enter into new decade of possibilities.

For and on behalf of the Board of Directors

Sdl-

Sanjay Koul

Place : Bengaluru Chairman & Managing Director

Date : 18 June, 2021 DIN:05159352


Mar 31, 2018

To the Members,

The Board of Directors has pleasure in presenting the Thirty-first Annual Report of the Company for the year ended 31 March, 2018.

Financial Summary

(Rs./Million)

Particulars

Financial Year ended 31 March, 2018

Financial Year ended 31 March, 2017

Total Income

12726

11272

Less: Total Expenses

(11329)

(9890)

Profit before tax

1397

1382

Less: Tax expenses

(477)

(410)

Net Profit after tax (PAT)

920

972

Add: Other Comprehensive income

7

(11)

Total comprehensive income

927

961

The attached financial statements for the year ended 31 March, 2018 have been prepared in accordance with Indian Accounting Standards (“Ind-AS”) consequent to the notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs.

During the financial year under review, total income grew by appx.13%, primarily due to increase in domestic sales by appx. 16% and export sales by appx. 5%. Expenditure on the other hand registered an increase of appx. 14% due to volume increase and inflationary pressure. There is no reportable exceptional item for the financial year 2017-18.

Finance

The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Pending investment of such funds in growth opportunities, it was temporarily parked in debt based schemes offered by various mutual funds. Working capital was managed well. Value of inventory in absolute terms went up by appx. 31% mainly due to increased volume of operation. The average number of inventory days registered a marginal increase from 114 days ason31 March, 2017to 120 days as on 31 March, 2018. The average number of days outstanding for domestic receivables registered decrease from 61 days as on 31 March, 2017 to 54 days as on 31 March, 2018 and that of export increased from 78 days as on 31 March, 2017 to81 daysason31 March,2018.

Expansion Projects in Jamshedpur(Railway Bearing andTS capacity) became operational from August, 2017.

The business of the Company has not undergone any change in the financial year under review.

Merger of ABC Bearings Limited with the Company

The Board of Directors of the Company at its meeting held on 4 July, 2017, approved a Scheme of Amalgamation and Arrangement between ABC Bearings Limited and Timken India Limited and their respective shareholders and creditors. Subsequently, pursuant to an Order of the National Company Law Tribunal (‘NCLT’), Bengaluru Bench, meetings of the shareholders and creditors were held on 1 February, 2018. At the said meetings, the proposed Scheme was approved by the shareholders and creditors and thereafter the Company has received approval of NCLT, Bengaluru Bench.

Post Balance Sheet event

Except, what has been stated in this report, there is no other reportable event comprising material changes and commitment between the date of the financial year end and the date of this report affecting financial position of the Company.

Dividend

Your Directors are pleased to recommend a dividend of Re. 1 per equity share of Rs. 10/- each fully-paid (10%) for the year ended 31 March, 2018 out of the profits of the Company for the year 2017-18 as against a dividend of Re 1/- per equity share of Rs. 10/- each fully-paid (10%) for the previous financial year 2016-17, disbursed on 28 August, 2017 which was declared at the 30th Annual General Meeting (“AGM”) of the Company held on 9 August, 2017. The dividend recommended by your Directors is subject to approval of the shareholders at the forthcoming AGM and if approved will be paid to those shareholders or beneficial owners for dematerialized shares whose names will appear on the Register of Members of the Company or the list of beneficial owners to be provided by the depositories as at the close of business on 3 August, 2018.

In terms of the relevant provisions of the Companies Act, 2013 (the “Act’), the unclaimed amount pertaining to interim dividend paid by the Company on 28 November, 2011, would be due for transfer to Investor Education and Protection Fund Account in January, 2019.

Board Meetings

Five Board Meetings were held during the financial year 2017-18. For details please refer Annexure-1.

In addition to the above, one meeting of the Independent Directors was also held on 5 February, 2018 without participation of Non Independent Directors and Senior Managerial Personnel.

Directors and Key Managerial Personnel

The Board at its Meeting held on 5 February, 2018 appointed Mr. Bushen Lai Raina (DIN: 00182160) as an Additional Director and Independent Director of the Company w.e.f. 5 February, 2018 to hold office till the date of ensuing AGM. In this connection, the Company is in receipt of a Notice from a shareholder proposing the candidature of Mr. Raina for appointment as an Independent Director of the Company at forthcoming AGM to hold office for a period of five years i.e. upto 4 February, 2023.

In this connection, the Company has also received the following documents from Mr. Raina:

a. Consent to act as Director in form DIR-2,

b. Intimation in form DIR-8 and

c. Declaration of Independence

In terms of relevant provisions of law, the term of office of Mr. P S Dasgupta (DIN: 00012552) as an Independent Director will come to an end on 31 March, 2019. Based on recommendation of the Nomination and Remuneration Committee and outcome of performance evaluation, it is proposed to re-appoint him at the forthcoming AGM as an Independent Director of the Company for a further period of 5 years w.e.f. 1 April, 2019. In this connection, the Company is in receipt of a Notice from a shareholder proposing the candidature of Mr. Dasgupta for re-appointment as an Independent Director of the Company at forthcoming AGM to hold office for a further period of five years i.e. upto 31 March, 2024.

In this connection, the Company has also received the following documents from Mr. Dasgupta:

a. Consent to act as Director in form DIR-2,

b. Intimation in form DIR-8 and

c. Declaration of Independence

Mr. Ajay K Das (DIN: 02697466), Director of the Company is liable to retire by rotation and being eligible, offers himself for reappointment at the 31st AGM.

During the year under review, Mr. Jai S Pathak (DIN: 00026416) resigned from the Directorship of the Company w.e.f. 10 November, 2017. The Board of Directors wishes to place on record its deep appreciation for the valuable contribution made by Mr. Pathak during his tenure as a Director of the Company.

There has not been any change in the Key Managerial Personnel during the year under review.

Annual Declarations from Independent Directors

The Company has received necessary declaration from all Independent Directors of the Company confirming that each of them has met with the criteria of independence laid down in Section 149(6) of the Act and applicable provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

Audit Committee Meetings

Five Meetings of the Audit Committee were held during the financial year 2017-18. For details, please refer Annexure -1.

Recommendations of the Audit Committee to the Board of Directors

During the financial year 2017-18, the Board of Directors of the Company accepted all the recommendations put forward to it by the Audit Committee of the Board.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy in terms of which the Directors and Associates of the Company have access to “The Timken Helpline”, a toll free phone number that any Associate can call, if he has any concern or question, which he is not willing to discuss face to face with his Supervisor, Manager or a member of the Human Resource Team or Senior Management. This Helpline is available around the clock, every day. No call tracing or recording devices are ever used and if the Associate so wishes, he may remain completely anonymous. In terms of the said Policy, Associates of the Company have also got direct access to the Chairman of the Audit Committee to report matters of exceptional nature.

The Company follows the open door policy and adequate safeguards have been provided against victimization of the reporting Directors/Associates.

The Whistle Blower Policy of the Company is disclosed on the Company’s website-www.timken.com/en-in.

Nomination and Remuneration Committee

One Meeting of the Nomination and Remuneration Committee was held during the financial year 2017-18. For details, please refer Annexure-1.

Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee, the Board has laid down a Policy for remuneration of directors, key managerial personnel and other employees and also the criteria for determining qualifications, positive attributes and independence of a director. For details please refer Annexure -II. The Nomination and Remuneration Policy of the Company is disclosed on the Company’s website - www.timken.com/en-in

Other Committees

For details, please refer to Annexure -1.

Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors

The Nomination and Remuneration Committee of the Board had recommended criteria for evaluation of performance of the Independent Directors, Board of Directors as a whole, various Committees of the Board and individual Directors which were approved and adopted by the Board of Directors of the Company.

Accordingly, the Board of Directors at its meeting held on 5 February, 2018 carried out performance evaluation of all Directors, Board of Directors as a whole and Committees thereof. The methodology of evaluation was discussed and each Director was requested to record his/her evaluation of the other Directors, Board as a whole and Committees thereof and submit the evaluation papers to the Company Secretary & Chief- Compliance for safe custody.

Ratio of Remuneration

Pursuant to Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, applicable details are given in the attached statement marked as Annexure - III.

Information required under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed to this Report. However, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the AGM.

Risk Management Policy

In terms of relevant provisions of law, the Board of Directors of the Company has adopted a Risk Management Policy of the Company. The Policy has identified certain categories of risks that in the opinion of the Board, the Company may face as risks pertaining to the areas such as strategic, operational, and financial, market, and compliance and information technology.

Descriptions for each of the risks identified in the Risk Matrix are documented and recorded in a structured format in each area where the risk is identified covering; nature of risk, severity of risk, chance of occurrence of risk, chance of detection and control mechanism available.

Each aspect of severity, occurrence and detections are assigned with values on a scale of 1-5. These values are multiplied to determine the Risk Priority Number (RPN). The risks are thereafter prioritized based on the RPN, analysed and strategy developed accordingly.

After going through the above exercise, the Company’s Risk Matrix has been finalized and was reviewed at the year-end by the India Leadership Team and Risk Management Committee members and reviewed at least once in a year by the Board of Directors of the Company. During the year under review, risk profile of the Company did not undergo any change.

Corporate Social Responsibility

During the year, the Company spent Rs 2.69 crores on the CSR activities. CSR Policy (its implementation and development) and annual report on CSR activities is attached, marked asAnnexure- IV. For CSR Committee composition, please refer to Annexure-1.

Statutory Audit

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W10008), were appointed as the Statutory Auditors of the Company at 30th AGM held on 9 August, 2017 for a period of 5 years subject to ratification by members at every subsequent AGM held after 30th AGM. Due to recent changes in the provisions of the Act, the ratification of appointment of statutory auditors is no longer required at every AGM. Since in the resolution adopted at 30th AGM for the appointment of M/s Deloitte Haskins & Sells LLP, it was mentioned that ratification of such appointment would be considered at each subsequent AGM till 34th AGM, this matter is included in the Notice convening 31st AGM. Thereafter, this matter will not be included in the Notice in line with the Companies (Amendment) Act, 2017.

Secretarial Audit

M/s R Vijayakumar & Co., Practicing Company Secretary (FCS: 6418 & COP: 8667), Bangalore was appointed by the Board of Directors as the Secretarial Auditor to carry out Secretarial Audit for financial year 2017-18 in terms of Section 204 of the Act and M/s R Vijayakumar & Co., has since submitted their report, a copy of which is annexed to this report marked as Annexure -V

Cost Audit

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Shome & Banerjee, Cost Accountants (F000001), Kolkata to audit the cost accounts for the financial year 2018-19 and pursuant to Rule 14 of the Companies (AuditandAuditors) Rules,2014, the remunerationpayable tothem requires ratification bythe shareholders.The proposalfor ratification of remuneration payable to the Cost Auditors has been included in the Notice convening the 31st AGM. The Cost Audit for 2017-18 is currently in progress and the Cost Auditors shall submit their report to the Company within 180 days from the closure of financial year 31 March, 2018 and the Company shall submit the said report to the Central Government within 30 days from the date of receipt from the Cost Auditors. The Cost Audit Report for the year 2016-17 was filed on 28 September, 2017 (within the stipulated due date).

Qualifications in Audit Reports

The reports issued bythe Statutory Auditors, the Secretarial Auditor and the Cost Auditors during the year do not contain any qualification, reservation or adverse remark or disclaimer. During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Related Party Transactions

All transactions with related parties were entered into in the ordinary course of business and were on arm’s length basis. However, in terms of provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, a summary of material related party transactions in the ordinary course of business and on arm’s length basis is given in Form AOC-2, attached to this Report marked as Annexure -VI. The Policy for material related party transactions can be seen at www.timken.com/en-in. In terms of applicable provisions of laws, details of related party transactions in the financial year 2017-18 are given in financial statements.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to National Stock Exchange of India Limited and BSE Limited where the Company’s Shares are listed.

Extract of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form No. MGT- 9 is attached as a part of this Report marked as Annexure -VII.

Other Reports/Annexures

Pursuant to Listing Regulations and other applicable laws, the following reports form part of this report:

1. Management Discussion and Analysis - marked Annexure -VIII

2. Corporate Governance Report and the Certificate by a Practicing Company Secretary regarding compliance of conditions of Corporate Governance - marked Annexure-IX

3. Declaration signed by CEO regarding Compliance with Code of Conduct - marked Annexure-X

4. Disclosure with respect to demat suspense/unclaimed account - Nil

5. Business Responsibility Report - marked Annexure -XI

6. Dividend Distribution Policy- marked Annexure-XII

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or effectiveness was observed.

Directors’ Responsibility Statement

In pursuance of Section 134 (5) of the Act, the Directors hereby confirm that:

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

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

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

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

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

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

Financial Performance of any Subsidiary /Associate/ Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Details relating to Deposits

The Company has not accepted Deposits as defined in the Act and Rules framed thereunder during the financial year 2017-18 and no amount is due on account of principal or interest on deposits as on 31st March, 2018.

Particulars of Loans, Guarantees or Investments

The Company has duly complied with the provision of Section 186 of the Act, with reference to current and non-current investments. The Company has not taken any secured/unsecured loan except bills discounted with banks. The Company has also not given any loans except to its employees as part of the conditions of the service. During the year under review, the Company has not given any guarantee or extended any securities in connection with any loan.

Significant and/or material orders passed by the Regulators

No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting the going concern status and the Company’s operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. The Company has not received any sexual harassment complaint during the year 2017-18.

Disclosure regarding shares issued by the Company

Sweat Equity Share

The Company has not issued any Sweat Equity Share and therefore these disclosure norms are not applicable to the Company.

Shares with differential Rights

The Company has not issued any Share with differential rights and therefore these disclosure norms are not applicable to the Company.

Shares under Employees Stock Option Scheme

The Company does not have any employee stock option scheme and therefore these disclosure norms are not applicable to the Company.

Purchase by Company or giving of loans by it for purchase of its shares

The Company has not purchased or given any loan to purchase its Equity Share and therefore these disclosure norms are not applicable to the Company.

Buy Back of Shares

The Company has not bought back any Equity Share and therefore these disclosure norms are not applicable to the Company.

Acknowledgment

The Directors acknowledge that the performance of the Company during the year 2017-18 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the support received from the Associates of the Company, Shareholders, Vendors, Customers and other Stakeholders.

For and on behalf of the Board of Directors

Sanjay Koul

Place : Bengaluru Chairman & Managing Director

Date : 21 May, 2018 DIN: 05159352


Mar 31, 2017

The Board of Directors has pleasure in presenting the Thirtieth Annual Report of the Company for the year ended 31 March, 2017.

Financial Summary

(Rs./Million)

Particulars

Financial Year ended 31 March, 2017

Financial Year ended 31 March, 2016

Total Income

11272

11154

Total Expenditure

(9890)

(9708)

Profit before exceptional item and tax

1382

1446

Less :Exceptional item

-

(30)

Profit before tax

1382

1416

Less: Tax expenses

410

(498)

Net Profit after tax (PAT)

972

918

Other Comprehensive income

(11)

0.6

Total comprehensive income

961

919

Add: Profit brought forward from previous year

3925

3006

Less: Appropriation

- Dividend including dividend distribution tax paid in 2016-17

(83)

-

- Transfer to General Reserve

-

-

Balance carried forward

4803

3925

The attached financial statements for the year ended 31 March, 2017 have been prepared in accordance with Indian Accounting Standards ("Ind-AS") consequent to the notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs. These are the first Ind-AS financial statements of the Company, wherein the Company has restated its balance sheet as at 1 April, 2015 and financial statements for the year ended and as at 31 March, 2016 are also as per Ind-AS.

During the financial year under review, total Income grew by approx 1%, primarily due to increase in domestic sales by 5%. However, export sales registered a fall of 8% because of rate and mix variance. Expenditure on the other hand registered an increase of 2% due to inflationary pressure. Exceptional item represents net loss arising out of fire at third party service provider''s warehouse reported last year. There is no reportable exceptional itemfortheyear2016-17.

Finance

The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Pending investment of such funds in growth opportunities, it was temporarily parked in debt based schemes offered by various mutual funds. Working capital was managed well. Value of inventory in absolute terms went up by 1% while the average number of inventory days registered a marginal increase from 106 days as on 31 March, 2016 to 114 days as on 31 March, 2017. Similarly, receivables at the year end also registered a marginal increase compared to that of previous year. The average number of days outstanding for domestic receivables registered a marginal increase from 60 days as on 31 March, 2016 to 61 days as on 31 March, 2017 and that of export increased from 68 days as on 31 March, 2016 to 78 days as on 31 March, 2017.

Expansion Projects in Jamshedpur

Capacity Expansion of Railway Bearings:

In order to meet the rising global and domestic demands, the Company has embarked upon a capacity expansion programme for Railway Bearings at its Jamshedpur Plant. This new Rail facility has been completed and new grind lines within facility are being made operational from FY17-18. This facility has been accredited with Silver rating by IGBC council. So far, the Company has spent a sum of Rs. 11 69 million.

TS capacity expansion:

This project involves expansion of Tapered Roller Bearings 0-8" finishing capacity at Jamshedpur through expansion of new cup, cone and roller capacity. Cone & two cups lines are being made operational. The installations of 2nd Cone line are expected to be completed by June, 2017. So far, the Company has spent a sum of Rs. 450 million.

The progress of both these projects has been satisfactory.

The business of the Company has not undergone any change in the financial year under review.

Post Balance Sheet event

There is no reportable event comprising material changes and commitment between the date of the financial year end and the date of this report affecting financial position of the Company.

Dividend

Your Directors are pleased to recommend a dividend of Re 1/- per equity share of Rs. 10/- each fully-paid (10%) for the year ended 31 March, 2017 out of the profits of the Company for the year 2016-17 as against a total dividend of Re 1/- per equity share of Rs. 10/- each fully-paid (10%) for the previous financial year 2015-16, disbursed as final dividend on 28 August, 2016 which was declared at the 29th Annual General Meeting of the Company held on 10 August, 2016. The dividend recommended by your Directors is subject to approval of the shareholders at the forthcoming Annual General Meeting and if approved will be paid to those shareholders or beneficial owners for dematerialized shares whose names will appear on the Register of Members of the Company or the list of beneficial owners to be provided by the depositories as at the close of business on 2 August, 2017.

Board Meetings

Five Board meetings were held during the financial year 2016-17. For details please refer Annexure -1.

In addition to the above, one meeting of the Independent Directors was also held on 2 February, 2017 without participation of Non-Independent Directors and Senior Managerial Personnel. This meeting was attended by all the Independent Directors of the Company.

Directors and Key Managerial Personnel

During the year under review, there was no change in Board of Directors and Key Managerial Personnel. However, the Board at its meeting held on 24 May, 2017, approved re-appointment of Mr. Sanjay Koul (DIN: 051 59352) as Managing Director for further period of 5 years effective from 26 October, 2017 under the designation ''Chairman & Managing Director'' subject to approval of the members at 30th Annual General Meeting. In this connection, Company is in receipt from Mr. Koul:

a. Consent to act as Managing Director in form DIR-2, and

b. Intimation in form DIR-8.

Mr. Avishrant Keshava (DIN: 07292484), Whole-time Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the 30th Annual General Meeting.

Annual Declarations from Independent Directors

The Company has received necessary declaration from all Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 (the ''Act'') confirming that each of them has met with the criteria of independence laid down in Section 149(6) of the Act and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').

Audit Committee Meetings

Four Meetings of the Audit Committee were held during the financial year 2016-17. For details, please refer Annexure -1.

Recommendations of the Audit Committee to the Board of Directors

During the financial year 2016-17, the Board of Directors of the Company accepted all the recommendations put forward to it by the Audit Committee of the Board.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy in terms of which the Directors and Associates of the Company have access to "The Timken Helpline", a toll free phone number that any Associate can call, if he has any concern or question, which he is not willing to discuss face to face with his Supervisor, Manager or a member of the Human Resource Team or Senior Management. This Helpline is available around the clock, every day. No call tracing or recording devices are ever used and if the Associate so wishes, he may remain completely anonymous. In terms of the said Policy, Associates of the Company have also got direct access to the Chairman of the Audit Committee to report matters of exceptional nature.

The Company follows the open door policy and adequate safeguards have been provided against victimization of the reporting Directors/Associates.

The Whistle Blower Policy of the Company is disclosed on the Company''s website-www.timken.com/en-in.

Nomination and Remuneration Committee

One Meeting of the Nomination and Remuneration Committee was held during the financial year 2016-17. For details, please refer Annexure-1.

Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee, the Board has laid down a policy for remuneration of directors, key managerial personnel and other employees and also the criteria for determining qualifications, positive attributes and independence of a director. For details please refer Annexure - II.

Other Committees

For details, please refer to Annexure -1.

Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors

The Nomination and Remuneration Committee of the Board had recommended criteria for evaluation of performance of the Independent Directors, Board of Directors as a whole, various Committees of the Board and individual Directors which was approved and adopted by the Board of Directors of the Company.

Accordingly, the Board of Directors at its meeting held on 2 February, 2017 carried out performance evaluation of all Directors, Board of Directors as a whole and Committees thereof. The methodology of evaluation was discussed and each Director was requested to record his/her evaluation of the other Directors, Board as whole and Committees thereof and submit to the Chairperson of the Nomination and Remuneration Committee in terms of the criteria finalised earlier. The record of performance evaluation of the Chairperson of the Nomination and Remuneration Committee was sent to the Chairman & Managing Director of the Company.

Ratio of Remuneration

Pursuant to Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, applicable details are given in the attached statement marked as Annexure - III.

Information required under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed to this report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during business hours and any member interested in obtaining such information may write to the Company Secretary & Chief - Compliance and the same will be furnished on request.

Risk Management Policy

In terms of relevant provisions of law, the Board of Directors of the Company has adopted a Risk Management Policy of the Company. The Policy has identified certain categories of risks that in the opinion of the Board, the Company may face as risks pertaining to the areas such as strategic, operational, financial, market, compliance and information technology.

Descriptions for each of the risks identified in the Risk Matrix are documented and recorded in a structured format in each area where the risk is identified covering; nature of risk, severity of risk, chance of occurrence of risk, chance of detection and control mechanism available.

Each aspect of severity, occurrence and detections are assigned with values on a scale of 1-5. These values are multiplied to determine the Risk Priority Number (RPN). The risks are thereafter prioritized based on the RPN, analyzed and strategy developed accordingly.

After going through the above exercise, the Company''s Risk Matrix has been finalized and was reviewed at the year-end by the India Leadership Team and Risk Management Committee members and reviewed at least once in a year by the Board of Directors of the Company. During theyear under review, risk profile of the Company did not undergo any change.

Corporate Social Responsibility

During the year, the Company spent Rs 2,20,84,000/-on the CSR activities. CSR Policy (its implementation and development) and annual report on CSR activities is marked as Annexure - IV. For CSR Committee composition, please refer to Annexure -1.

Statutory Audit

M/s. S. R. Batliboi & Co., LLP, Chartered Accountants (Registration No. 301003E/E300005), were appointed as the Statutory Auditors of the Company at 27th Annual General Meeting to hold office from the conclusion of 27th Annual General Meeting up to conclusion of 30th Annual General Meeting. In view of provisions of Section 139 of the Companies Act, 2013 and rules framed there under, relating to mandatory rotation of Statutory Auditors, the Company is required to appoint new Statutory Auditors.

The Board has identified M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W10008)to be the Statutory Auditors of the Company and recommend their appointment at ensuing Annual General Meeting for a period of five years commencing from the conclusion of the 30th Annual General Meeting till the conclusion of 35th Annual General Meeting (subject to ratification of the appointment by the members at every subsequent Annual General Meeting held after 30th Annual General Meeting).

Secretarial Audit

Mr. R Vijayakumar, Practicing Company Secretary (FCS 6418 & COP 8667), Bangalore was appointed by the Board of Directors as the Secretarial Auditor to carry out Secretarial Audit for financial year 2016-17 in terms of Section 204 of the Act and Mr. R Vijayakumar has since submitted his report, a copy of which is annexed to this report marked as Annexure-V.

Cost Audit

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Shome & Banerjee, Cost Accountants (F000001),Kolkata to audit the cost accounts for the year 2017-18 and pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to them requires ratification by the shareholders. The proposal for ratification of remuneration payable to the Cost Auditors has been included in the Notice convening the ensuing Annual General Meeting. M/s. Shome & Banerjee, Cost Accountants (F000001), Kolkata were re-appointed to audit the cost accounts of the Company for the year 2016-17. The Cost Auditors shall submit their report to the Company within 180 days from the closure of financial year 31 March, 2017and the Company shall submit the said report to the Central Government within 30 days from the date of receipt from the Cost Auditors. The Cost Audit Report for the year 2015-16 was filed on 17 September, 2016 (within the stipulated due date).

Qualifications in Audit Reports

The reports issued by the Statutory Auditors, the Secretarial Auditor and the Cost Auditors during the year do not contain any qualification, reservation or adverse remark or disclaimer. During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Related Party Transactions

All transactions with related parties were entered into in the ordinary course of business and were on arm''s length basis. However, in terms of provisions of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, a summary of material related party transactions in the ordinary course of business and on arm''s length basis is given in Form AOC-2, attached to this Report marked as Annexure -VI. The Policy for material related party transaction can be seen atwww.timken.com/en-in. In terms of applicable provisions of laws, details of related party transactions are given in financial statements.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the financial year 2017-18 to National Stock Exchange of India Limited and BSE Limited where the Company''s Shares are listed.

Extract of Annual Return

As required pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form No. MGT- 9 is attached as a part of this Report marked as Annexure-VII.

Other Reports/Annexures

Pursuant to Listing Regulations and other applicable laws, the following reports form part of this report:

1. Management Discussion and Analysis - marked Annexure -VIII

2. Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance - marked Annexure - IX

3. Declaration signed by CEO regarding Compliance with Code of Conduct - marked Annexure-X

4. Disclosure with respect to demat suspense/unclaimed account - Nil

5. Business Responsibility Report - marked Annexure-XI

6. Dividend Distribution Policy- marked Annexure-XII

Conservation of Energy, Technology Absorption and Foreign Exchange Outgo

SI. No

Particulars

Remarks

(A)

Conservation of energy:

1. Steps taken/impact on conservation of energy

2. Steps taken by the company for utilizing alternate sources of energy including waste generated

3. Capital investment on energy conservation equipment

Plant power factor continued to be maintained at more than 0.97 levels. New Rail Building has been designed and executed to maximize energy conservation in line with the Indian Green Building Certification. It has facilities like Variable Speed Drive in Air Handling Unit (AHU), Coolant Filtration.

Installation of LED lights in New Rail Building Not Applicable

Rs. 376.33 lakhs

(B)

Technology absorption:

1. Efforts, in brief, made towards technology absorption.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

- Details of technology imported.

- Year of import.

- Whether the technology been fully absorbed

- If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

4. Expenditure incurred on Research and Development

Under the Collaboration Agreement, technology update is released from The Timken Company which is transferred to the shop floor instructions. Any improvement in the technology / process is part of this continuous update and this is being regularly monitored by The Timken Company personnel. It has helped in development of Indian sources for products which has reduced cost and time.

Manufacture of Tapered Roller Bearings 1991-92 onwards.

It is being gradually absorbed and is continuous process.

Ongoing in the areas of machining, heat treatment and finishing to make further improvements in the manufacturing process, product quality and production output in Jamshedpur and in Raipur it is in process of developing roller manufacturing for industrial bearing repair through Indian source.

The benefits of Research facilities available with The Timken Company are extended to the Company on a continuing basis

(C)

Foreign exchange earnings and Outgo

2016-17 (Rs./million)

2015-16 (Rs./million)

(i)

Foreign Exchange Earnings

3,293

3,612

(ii)

Foreign Exchange Outgo

2,491

2,484

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or effectiveness was observed.

Directors'' Responsibility Statement

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

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

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

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

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

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

Financial Performance of any Subsidiary/Associate/Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Details relating to Deposits

The Company has not accepted Deposit as defined in the Act and Rules framed thereunder, during the financial year 2016-17.

Particulars of Loans, Guarantees or Investments

The Company has duly complied with the provision of Section 186 of the Act, with reference to current and non-current investments. The Company has not taken any secured/unsecured loan except bills discounted with banks. The Company has also not given any loans except to its employees as part of the conditions of the service. During the financial year 2016-17, the Company has not given any guarantee or extended any securities in connection with any loan.

Significant and/or material orders passed by the Regulators

No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting the going concern status and the Company''s operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. The Company has not received any sexual harassment complaints during the year 2016-17.

Disclosure regarding shares issued by the Company

Sweat Equity Share

The Company has not issued any Sweat Equity Share and therefore the disclosure norms are not applicable to the Company.

Shares with differential Rights

The Company has not issued any Share with differential rights and therefore the disclosure norms are not applicable to the Company.

Shares under Employees StockOption Scheme

The Company does not have any stock option scheme and therefore disclosure norms are not applicable to the Company.

Purchase by Company or giving of loans by it for purchase of its shares

The Company has not purchased or given any loan to purchase its Equity Share and therefore the disclosure norms are not applicable to the Company.

Buy Back of Shares

The Company has not bought back any Equity Share and therefore the disclosure norms are not applicable to the Company.

Acknowledgment

The Directors acknowledge that the performance of the Company during the year 2016-17 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the support received from the Associates of the Company, Shareholders, Vendors, Customers and other Stakeholders.

For and on behalf of the Board of Directors

Sanjay Koul

Place : Bangalore Chairman & Managing Director

Date:24 May,2017 DIN:05159352


Mar 31, 2015

To the Members

The Board of Directors has pleasure in presenting the Twenty-eighth Annual Report of the Company together with the audited financial statements for the year ended 31st March, 2015.

Financial Results (Rs./Million)

Financial Financial Year ended Year ended 31 March, 2015 31 March,2014

Total Revenue 9349 7310

Total Expenditure 7953 6486

Earnings Before Interest, Tax, Depreciation, Amortization 1396 824

Less: Depreciation & Amortization 167 158

Less: Finance cost 6 9

Profit before tax (PBT) 1223 657

Less: Tax expenses 416 209

Profit after tax (PAT) 807 448

Add: Profit brought forward from previous year 2289 2403

Profit available for appropriation 3096 2851

Less: Appropriation

- Dividend including dividend distribution tax 245 517

- Transfer to General Reserve 81 45

Balance carried forward 2770 2289

During the financial year under review, total revenue grew by 28% due to increase in revenue from operation though other income fell by 45%. The increase in revenue from operation can be attributed to a 44% increase in exports and 22% increase in domestic sales. Expenditures on the other hand registered an increase of 23% due to volume increase and inflationary pressure. Increase in depreciation was due to capitalization of new Plant & Machinery and other assets for expansion projects despite a marginal reduction due to implementation of revised Schedule II as prescribed under the Companies Act, 2013. Profit before tax registered an increase of 86% to Rs. 1223 Million due to increase in volume and increased exports.

Finance

The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Pending investment of such funds in growth opportunities it was temporarily parked in debt scheme offered by various mutual funds.

Expansion Projects

Industrial service - the Company has fully commenced its operation of Industrial Service plant in Raipur, Chhattisgarh during the year.

Roller line expansion - the Company completed its Roller expansion project during the year at a cost of Rs. 163 Million.

The business of the Company has not undergone any change in the financial year under review.

Post Balance Sheet event

A fire broke-out in the third party logistics provider's warehouse in Pune in the morning of Sunday 10 May, 2015. No one was injured in the incident but there had been substantial damage to the Company's inventory, held under trust with the third party logistic provider. The Company was in process of quantifying the losses suffered for necessary action and insurance claims. Regular operations were however restored at the location within a week, through the business continuity plan of the Company, without adversely impacting the customer delivery schedules.

Dividends

The Company paid an Interim Dividend on the Equity Shares of the Company @ Rs. 3.00 per share fully paid amounting to Rs. 203,999,952 on 28 November, 2014 as against total dividend of Rs. 6.50 per Equity Share of Rs. 10 each fully paid (65%) for the year ended 31 March, 2014. Payment of such interim dividend is to be considered as final dividend on the Equity Shares of the Company for the financial year ended 31 March, 2015. Your directors are not recommending any further dividend on the Equity Shares of the Company for the financial year 2014-15.

Board Meetings

Four Board meetings were held during the financial year 2014-15 on the following dates:

1. 9 May, 2014;

2. 13 August, 2014;

3. 10 November, 2014; and

4. 3 February, 2015.

In addition to the above, one meeting of the only Independent Directors was also held on 3 February, 2015 without participation of non- independent directors and Key Managerial Personnel.

Directors and Key Managerial Personnel

Mr. James R Menning resigned as the Chairman of the Board with effect from 19 August, 2014 and later resigned as a Director of the Company with effect from 30 September, 2014, in view of his pre-occupation in his new position as Senior Vice President Strategy & Development of the Timken Company in USA.

Mr. Sanjay Koul, Managing Director was elected as the Chairman of the Board with effect from 19 August, 2014 by the Board of Directors of the Company and has been re-designated as the Chairman & Managing Director.

Mr. Niroop Mahanty resigned as a Director of the Company with effect from 30 September, 2014, in view of his pre-occupation with certain critical activities and his inability to devote time to the affairs of the Company therefor.

Mr. Ajay K Das ('Mr. Das') has been appointed as an Additional Director with effect from 30 September, 2014.

Mrs. Rupa Mahanty ('Mrs. Mahanty') has been appointed as an Additional and Independent Director with effect from 30 September, 2014.

Except the above there has been no other change in the composition of the Board of Directors and Key Managerial Personnel.

In terms of relevant provisions of the Companies Act, 2013 ('the Act'), Mr. Das and Mrs. Mahanty hold office as such up to the date of forthcoming Annual General Meeting. The Company has received two separate notices from Members in terms of Section 160 of the Act, signifying its intention to propose the names of Mr. Das and Mrs. Mahanty for appointment as Directors of the Company at the next Annual general Meeting. These items have been included in the Notice convening the next Annual General Meeting of the Company. In this connection the Company is in receipt from each of Mr. Das and Mrs. Mahanty:

a. Consent in writing in Form DIR-2

b. Intimation in Form DIR - 8 and

In addition, the Company is in receipt of a declaration from Mrs. Mahanty to the effect that she meets the criteria of independence in terms of Section 149(6) of the Act.

Mr. R Ramesh, Director of the Company is liable to retire by rotation, and being eligible, offers himself for reappointment at the next Annual General Meeting.

Annual Declarations from Independent Directors

The Company has received necessary declaration from all Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that each of them has met with the criteria of independence laid down in Section 149(6) of the Act.

Composition of Audit Committee

The composition of Audit Committee is given below:

Mr. P. S. Dasgupta, Non-Executive and Independent Director - Chairman

Mr. Sanjay Koul, Executive and non-independent Director - Member

Mr. Jai S. Pathak, Non-Executive and Independent Director - Member

Mrs. Rupa Mahanty, Non-executive and Independent Director - Member

Recommendations of the Audit Committee to the Board of Directors

During the year, the Board of Directors of the Company accepted all the recommendations put forward to it by the Audit Committee of the Board.

Vigil mechanism

The Company has adopted a Vigil Mechanism - a Whistle Blower Policy in terms of which the Directors and Associates of the Company have access to "The Timken Helpline", a toll free phone number that any Associate can call, if he has any concern or question, which he is not willing to discuss face to face with his Supervisor, Manager or a member of the Human Resource Team or Senior Management. This Helpline is available around the clock, every day. No call tracing or recording devices are ever used and if the Associate so wishes, he may remain completely anonymous. In terms of the said policy, Associates of the Company have also got direct access to the Chairman of the Audit Committee to report matters of exceptional nature.

The Company follows the open door policy and adequate safeguards have been provided against vicitimisation of the reporting Directors/Associates.

The Whistle Blower Policy of the Company is disclosed on the Company's website www.timken.com/india.

Composition of Nomination and Remuneration Committee

The Composition of the Nomination and Remuneration Committee is given below:

Mrs. Rupa Mahanty Non-Executive and Independent Director - Chairperson Mr. P. S. Dasgupta Non-Executive and Independent Director - Member

Mr. Jai S. Pathak Non-Executive and Independent Director - Member

Mr. Ajay K. Das Non-Executive and not- Independent Director - Member Nomination and Remuneration Policy

The Nomination and Remuneration Committee has laid down a policy for remuneration of directors, KMP and other employees and also the criteria for determining qualifications, positive attributes and independence of a director, the details of which can be seen in a document attached to this Report marked as Annexure - I.

Formal Annual Evaluation of the Board of Directors, its Committees and Directors

The Nomination and Remuneration Committee of the Board has laid down the criteria for evaluation of performance of the Independent Directors, Board of Directors and various committees of the Board and individual directors.

Accordingly, the Board of Directors at its meeting held on 3 February, 2015 carried out performance evaluation of all directors, Board of Directors and committees thereof. During such evaluation the evaluated director was not present at the discussion. The methodology of evaluation was discussed and each director was requested to record his evaluation of the other directors, Board and Committees of the Board of which he is a member and submit to the Chairperson of the Nomination and Remuneration Committee in terms of the criteria finalised earlier. The record of performance evaluation of the Chairperson of the Nomination and Remuneration Committee was sent to the Chairman & Managing Director of the Company.

Ratio of Remuneration

Pursuant to Section 197(12) of the Act read with Rules 5(1), (2) and (3) of Companies (Appointment and Remuneration) Rules, 2014 applicable details are given in the statement attached to this Report marked as Annexure - II. Information required under Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in the Annexure - II itself.

Risk Management Policy

In terms of relevant provisions of law, the Board of Directors of the Company has adopted a Risk Management Policy of the Company. The policy has identified certain categories of risks that in the opinion of the Board, the Company may face as risks pertaining to the areas such as strategic, operational, financial, market, Compliance and information technology.

Descriptions for each of the risks identified in the Risk Matrix are documented and recorded in a structured format in each area where the risk is identified covering; nature of risk, severity of risk, chance of occurrence of risk, chance of detection and control mechanism available.

Each aspect of Severity, Occurrence and Detections are assigned with values on a scale of 1-5. These values are multiplied to determine the Risk Priority Number (RPN). The Risks are thereafter prioritized based on the RPN, analysed and strategy developed accordingly.

On completion of the above exercise the Company's Risk Matrix has been finalized and was reviewed at the year end by the India Leadership Team and Internal Risk Management Committee and reviewed at least once in a year by the Board of Directors of the Company.

Corporate Social Responsibility

Composition of Corporate Social Responsibility (CSR) Committee, annual report on CSR activities, details of the Policy development and implementation by the Company during the year are given in the statement attached to this Report marked as Annexure - III.

Statutory Audit

The Auditors, M/s S.R. Batliboi & Co., LLP, Chartered Accountants (Registration No. 301003E), have been appointed at the last Annual General Meeting for a period of three years from the conclusion of the said Annual General Meeting till the conclusion of the thirtieth Annual General Meeting subject to ratification of the appointment by the members at every subsequent Annual General Meeting.

Secretarial Audit

Mr. R Vijayakumar, Practising Company Secretary (FCS 6418 & COP 8667) Bangalore has been appointed by the Board of Directors to carry out Secretarial Audit in terms of Section 204 of the Companies Act, 2013 and Mr. Vijayakumar has since submitted his report, a copy of which is annexed to this Report marked as Annexure - IV.

Cost Audit

Messrs Shome & Banerjee, Cost Accountants (F000001), Kolkata has been appointed to audit the cost accounts of the Company for the year 2014-15. The due date for submitting the Cost Audit Report for the year 2014-15 with prescribed authority is 30 September, 2015. The Cost Audit Report for the year ended 31 March, 2014 in XBRL format was submitted on 26 September, 2014. Based on the recommendation of the Audit Committee, the Board of Directors has reappointed Messrs Shome & Banerjee, Cost Accountants (F000001), Kolkata to audit the cost accounts for the year 2015-16 also and pursuant to Rule 14 of the Companies (Audit and Auditors Rules) 2014 the remuneration payable to them requires a ratification by the shareholders. The proposal for ratification of remuneration payable to the Cost Auditors is therefore, placed before the members for approval and has been included in the Notice convening the ensuing Annual General Meeting.

Qualifications in Audit Reports

The reports issued by the Statutory Auditors, the Secretarial Auditor and the Cost Auditors do not contain any qualification, reservation or adverse remark or disclaimer.

Utilization of issue proceeds

The Company raised Rs. 4,781.76 Lakhs (net of share issue expenses) under the Institutional Placement Programme to comply with the requirement to maintain a minimum public shareholding of 25% in listed companies, by issuing 4,265,134 equity shares in the year 2012-2013. The proceeds were used towards long term capital requirements, working capital requirements and for general corporate purposes as given in the prospectus dated 09 April, 2013. During the year ended 31 March, 2015 the Company has completely spent the money for the purpose for which the fund have been raised.

Related Party Transactions

All transactions with related parties were entered into in the ordinary course of business and were on arms length basis. However, in terms of provisions of sections 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, a summary of material related party transactions in the ordinary course of business and on arm's length basis is given in Form No. AOC-2, attached to this Report marked as Annexure V. The Policy can be seen at www.timken.com/india.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to National Stock Exchange and Bombay Stock Exchange where the Company's Shares are listed.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is attached as a part of this Report, marked as Annexure - VI

Corporate Governance and Shareholders Information

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report and are attached to this Report, marked as Annexure - VII.

Particulars

Conservation of energy:

1. Steps taken / impact on conservation of energy, with special reference to the following:

2. Steps taken by the company for utilizing alternate sources of energy including waste generated

3. Capital investment on energy conservation equipment

Remarks

In Jamshedpur, Plant power factor continued to be maintained at more than 0.96 levels:

I. Additional capacitor banks included near all high energy consuming equipment to increase power factor.

II. Rationalization of individual Split/window A.Cs through two way switch.

III. Interlocking of high HP motors to avoid idle running.

In Raipur, reduction in electrical load sanction (KVA) from 1500KVA to 1000KVA

Technology absorption:

1. Efforts, in brief, made towards technology absorption.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a. Details of technology imported.

b. Year of import.

c. Whether the technology been fully absorbed

d. If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

4. Expenditure incurred on Research and Development

Under the Collaboration Agreement, technology update is released from the Timken Company which is transferred to the Inter alia, shop floor instructions. Any improvement in the technology/progress is of this continuous update and this is being regularly monitored by the Timken Company personnel.

a. Manufacture of Tapered Roller Bearings

b. 1991-92 onwards

c. It is being gradually absorbed and is a continuous process.

Ongoing in the area of machining, heat treatment and finishing. To make further improvements in the manufacturing process, product quality and production output.

For and on behalf of the Board of Directors

Sanjay Koul New Delhi Chairman & Managing Director 22 May, 2015 DIN: 05159352


Mar 31, 2014

The Directors have pleasure in presenting the Twenty-seventh Annual Report on the business and operations of the Company together with the financial results for the period ended 31 March 2014.

Financial Results

(Rs./Million)

Financial Year ended Financial Year ended 31 March 2014 31 March 2013

a) Total Revenue 7310 6940

b) Total Expenditure 6486 6151

c) Earnings before Interest, Tax, Depreciation, Amortization 824 789

d) Less: Depreciation 156 139 e) Less: Amortization & Finance Costs 11 13 f) Profit before Tax (PBT) 657 637

g) Less: Tax Expenses 209 195

h) Profit after Tax (PAT) 448 442

i) Add: Profit brought forward from previous year 2403 2153

j) Profit available for appropriation 2851 2595

k) Less: Appropriations

- Dividend including dividend distribution tax 517 159

- Transferred to General Reserve 45 33

l) Balance carried forward 2289 2,403

During the financial year under review, total Revenue grew by 5% due to increase in both revenue from operations and other income. The increase in revenue from operations can be attributed to a 32% increase in export sales though domestic sales registered a decline by 4%. Expenditures on the other hand registered an increase of 5% due to volume increase and inflationary pressures. Increase in depreciation was due to capitalization of new plant and machinery for the expansion project. Profit before taxes registered an increase of 3% to Rs.657M.

Dividends

The Company paid an interim dividend on the equity shares of the Company @ Rs.6.50 per share of Rs.10 each fully paid amounting to Rs. 441,921,571 on 29 November 2013 as against a total dividend of Rs. 2/- per equity share of Rs. 10/- each fully-paid (20%) for the year ended 31 March 2013. Payment of such interim dividend is to be considered as final dividend on the equity shares of the Company for the financial year ended 31 March 2014. Your Directors are not recommending any further dividend on the equity shares of the Company for the financial year 2013-14.

Expansion Projects

Industrial services - The Company has partially commenced operations of the Industrial Service plant in Raipur, Chattisgarh during the last quarter of 2013-14. Established at a cost of Rs.13.50 Crores, this facility aims to cater to combined Gear and Bearings services. Work on enhancing the capabilities to make this facility fully operational is currently underway and is expected to be completed during the current year.

The Raipur Service plant is the first such Timken plant outside the United States that expands the Service capabilities to new growing markets offering gear service capabilities.

Roller line expansion- Work is progressing satisfactorily and the first line is expected to be commissioned in the second quarter of the year.

Finance

Your Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Pending investment of such fund in growth opportunities it was temporarily parked in debt based schemes offered by various mutual funds.

Listing of Equity Shares on Stock Exchanges

Listing of the Company''s Equity Shares on BSE Limited and National Stock Exchange of India Limited continued during 2013-14 and the listing fees for the year 2014-15 have already been paid to the Stock Exchanges.

Directors

Mr. Christopher J Holding resigned as a Director of the Company with effect from 5 February 2014. The Board placed on record its deep appreciation for the valuable contribution made by Mr. Holding as a Director.

Mr. James R. Mining, Director of the Company, is liable to retire by rotation at the forth coming Annual General Meeting and being eligible, offers himself for re-appointment at the said Annual General Meeting.

Mr. Jai S Pathak and Mr. Niroop Mahanty being non-executive (independent) Directors of the Company retire by rotation at the ensuing Annual General Meeting under the provisions of the erstwhile Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013 (''the Act''), both Mr. Pathak and Mr. Mahanty being eligible and seeking re-appointment are proposed to be appointed as Independent Directors for a term of 5 years.

The Company has received two separate notices from members under the provisions of Section 160 of the Act proposing Mr. Pathak and Mr. Mahanty as candidates for the office of Director.

The Company has received from each of Mr. Jai S Pathak and Mr. Niroop Mahanty:

(a) Consent in writing in Form DIR-2

(b) Intimation in Form DIR-8

(c) A declaration to the effect that he meets the criteria of independence in terms of Section 149(6) of the Act.

The proposals for the appointment of Mr. Pathak and Mr. Mahanty as Independent Directors on the Board, have been included in the Notice convening the next Annual General Meeting of the Company.

Mr. P. S. Dasgupta is a non-executive (independent) Director of the Company. In terms of Section 149 and any other applicable provisions of the Act Mr. Dasgupta, being eligible, is proposed to be appointed as an Independent Director for a term of 5 years.

The Company has received a notice from a member under the provisions of Section 160 of the Act proposing Mr. Dasgupta as a candidate for the office of Director.

The Company has received from Mr. Dasgupta:

(a) Consent in writing in Form DIR-2

(b) Intimation in Form DIR-8

(c) A declaration to the effect that he meets the criteria of independence in terms of Section 149(6) of the Act.

The proposal for the appointment of Mr. Dasgupta as Independent Director on the Board, has been included in the Notice convening the next Annual General Meeting of the Company.

Mr. R Ramesh has been appointed as an additional director and also as a Whole-time Director by the Board of Directors with effect from 9 May 2014. In terms of relevant provisions of the Act, Mr. Ramesh holds office up to the date of the forthcoming Annual General Meeting. The Company has received a notice from a member in terms of Section 160 of the Act signifying his intention to propose the name of Mr. Ramesh for appointment as director of the Company at the next Annual General Meeting. This item has been included in the Notice convening the next Annual General Meeting of the Company.

Statutory Audit

Messrs. S R B C & CO LLP, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the Twenty-seventh Annual General Meeting. The Company has received a letter dated 22 April 2014 from Messrs. S R B C & CO LLP Statutory Auditors expressing their unwillingness to be reappointed as Auditors due to certain factors entirely internal to them. It is proposed to appoint Messrs. S. R. Batliboi & Co LLP as the Statutory Auditors of the Company subject to the approval of the shareholders at the Annual Genera Meeting to hold office for a period of three years commencing from the conclusion of Twenty - seventh Annual General Meeting to the conclusion of the Thirtieth Annual General Meeting at such fees as may be mutually determined between the Board of Directors of the Company and the Statutory Auditors. Messrs. S. R. Batliboi & Co LLP have furnished to the Company a Certificate, regarding their eligibility for appointment as Auditors. Accordingly, the appointment of Messrs. S. R. Batliboi & Co. LLP, Chartered Accountants is being proposed as an ordinary resolution at the Twenty-seventh Annual General Meeting of the Company in terms of applicable provisions of the Companies Act, 2013 and has been included in the Notice convening the next Annual General Meeting.

Cost Audit

The Board of Directors have appointed Messrs. Shome & Banerjee as the Cost Auditors to audit the Cost Accounts of the Company for the year ending 31 March 2015. The due date for submitting the Cost Audit Report for the current year with the prescribed authority is 30 September 2014. The Cost Audit Report for the year ended 31 March 2013 in XBRL format was submitted on 27 September 2013. Pursuant to Rule 14 of the Companies (Audit and Auditors Rules) 2014 the remuneration payable to the cost auditors requires a ratification by the shareholders. The proposal for ratification of remuneration payable to the Cost Auditors is therefore, placed before the members for approval and has been included in the Notice convening the next Annual General Meeting.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of corporate governance are made a part of the Annual Report.

Industrial Relations

The performance of the Company during the year ended 31 March 2014 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the wholehearted support received from all sections of the Associates of the Company.

Social Responsibility

The Company and its associates have been actively participating in the promotion of social welfare activities of the communities where Timken facilities are located in India.

Particulars of Employees

Information required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (corresponding to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975) is given in the Annexure forming part of the Report. However as per the provisions of said Rules, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Such particulars shall be made available to any shareholder on a specific request made by him in writing before the date of the Annual General Meeting.

Conservation of Energy, Technology Absorption & Foreign Exchange

All the new machineries installed during the year are energy efficient. Significant cost saving on cutting fluids and consumption of electricity have been achieved by machine modifications, energy audit and efficient coolant management. Regarding absorption of foreign technology, the process is ongoing in the areas of machining, heat treatment and finishing. The Company has now achieved full indigenisation of all components for Standard Bearings and substantial indigenization for AP Bearings. It is the intention of the Company to proceed with the process of indigenisation further.

Other details are given in the Annexure, which also forms part of this report.

Directors'' Responsibility Statement

As per Section 134(5) of the Companies Act, 2013, the Board of Directors report that:

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

- the Directors had selected such accounting policies and applied 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 of the Company for that period;

- 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;

- the Directors had prepared the annual accounts on a going concern basis;

- 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

- 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.

For and on behalf of the Board of Directors

Bangalore James R Menning

10 July 2014 Chairman


Mar 31, 2013

To the Members

The Directors have pleasure in presenting the Twenty-sixth Annual Report on the business and operations of the Company together with the financial results for the period ended 31 March 2013.

Financial Results

(Rs./Million)

12-months ended 15-months ended 31 March 2013 31 March 2012

a) Total Revenue 6,940 8,511

b) Total Expenditure 6,151 7,244

c) Earnings before Interest, Tax, Depreciation, Amortization 789 1,267

d) Less: Depreciation 139 149

e) Less : Amortization & Finance Costs 13 12

f) Profit before Tax (PBT) 637 1,106

g) Less: Tax Expenses 195 299

h) Profit after Tax (PAT) 442 807

i) Add: Profit brought forward from previous year 2,153 2.908

j) Profit available for appropriation 2,595 3,715

k) Less: Appropriations

- Dividend including dividend distribution tax 159 1,481

- Transferred to General Reserve 33 81

l) Balance carried forward 2,403 2,153

The current financial year comprised a period of 12 months ended 31 March 2013 whereas the previous financial year comprised a period of 15 months ended 31 March 2012. Therefore, the two sets of numbers appearing above are not comparable.

During the financial year under review, total Revenue grew annually (April, 2012 - March, 2013 vs. April, 2011 - March, 2012) by 2% primarily due to increase in revenue from operations though other income registered a decline of 66%. This is primarily on account of sale in long term investments and current investments. The increase in revenue from operations can be attributed to 4% annual increase in sales out of which export sales grew by 8% and domestic sales grew by 2% annually. Expenditures on the other hand registered an increase of 5% due to increase in costs of materials and also due to increased volume of products purchased for resale. Increase in depreciation was due to capitalization of new plant and machinery for the expansion project.

Consequently Profit before tax declined by 18% to Rs. 637 million primarily on account of reduction in investment income.

Dividends

Your Directors are pleased to recommend a dividend of Rs. 2/- per equity share of Rs. 10/- each fully-paid (20%) for the year ended 31 March 2013 out of the profits of the Company for the year 2012-13 as against a total dividend of Rs. 20/- per equity share of Rs. 10/- each fully-paid (200%) for the previous financial period comprising 15 months, disbursed as an interim dividend on 28 November 2011 which was confirmed as a final dividend at the 25th Annual General Meeting of the Company held on 19 July 2012. The dividend being recommended by your Directors is subject to approval of the shareholders at the forthcoming Annual General Meeting and if approved will be paid to those shareholders or beneficial owners for dematerialized shares whose names will appear on the Register of Members of the Company as at the close of business on 24 July 2013.

Proposed Issue of New Shares

Pursuant to the approval of the members conveyed at the Extraordinary General Meeting in terms of Section 81 (1A) of the Companies Act, 1956, the Company has since issued 42,65,134 equity shares of Rs. 10/- each at an issue price of Rs. 120/- per equity share through an Institutional Placement Programme in accordance with Chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, to comply with the requirement to maintain a minimum public shareholding of 25% in listed companies.

Expansion Project

Industrial Services plant

The Company is in the process of establishing an Industrial Service plant in Raipur, Chattisgarh with an estimated cost of Rs. 27.50 Crores including plant and machinery. This facility shall be a combined Gear and Bearings service facility - located in the hub of the Metal, Cement, Coal fired power generation, Mining Industry and will support growing our aftermarket penetration in these target industries.

This proposed Raipur Service plant, will be the first such Timken plant outside the United States that expands the service capabilities to new growing markets offering gear service capabilities. This project is expected to be commissioned by mid 2013.

Roller line capacity

Your Company is a manufacturer of tapered roller bearings. Considering the increased demand for rollers in the Asia Region, your Company has embarked upon an expansion plan for manufacture of rollers beyond the capacity currently available. The additional capacity will not only help the Company to meet the domestic demand but also will help to increase its export turnover. This will also reduce the Company''s dependency on imported rollers resulting in reduction of lead time and shipping and duty costs.

This project is being established at a cost of Rs. 16.50 Crores and is expected to be commissioned by end of third quarter of the current financial year.

Finance

Your Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Pending investment of such fund in growth opportunities it was temporarily parked in debt based schemes offered by various mutual funds.

Listing of Equity Shares on Stock Exchanges

Listing of the Company''s Equity Shares on BSE Limited and National Stock Exchange of India Limited continued during 2012-13 and the listing fees for the year 2013-14 have already been paid to the Stock Exchanges.

Directors

Mr. Ajay K. Das (''Mr. Das'') resigned as the Managing Director of the Company with effect from 26 October 2012. The Board placed on record its deep appreciation for the valuable contribution made by Mr. Das as the Managing Director.

Mr. Sanjay Koul (''Mr. Koul'') has been appointed as an additional director and also as the Managing Director by the Board of Directors with effect from 26 October 2012. In terms of relevant provisions of the Companies Act, 1956 (''the Act''), Mr. Koul holds office up to the date of the forthcoming Annual General Meeting. The Company has received a notice from a member in terms of Section 257 of the Act signifying his intention to propose the name of Mr. Koul for appointment as director of the Company at the next Annual General Meeting. This item has been included in the Notice convening the next Annual General Meeting of the Company.

Mr. Deepak Rastogi (''Mr. Rastogi'') resigned as a Director of the Company with effect from 7 June 2013. The Board placed on record its deep appreciation for the valuable contribution made by Mr. Rastogi as a Director of the Company.

Mr. Christopher J Holding (''Mr. Holding'') has been appointed as an additional director by the Board of Directors with effect from 7 June 2013. In terms of relevant provisions of the Act, Mr. Holding holds office up to the date of the forthcoming Annual General Meeting. The Company has received a notice from a member in terms of Section 257 of the Act signifying his intention to propose the name of Mr. Holding for appointment as director of the Company at the next Annual General Meeting. This item has been included in the Notice convening the next Annual General Meeting of the Company.

Mr. P. S. Dasgupta and Mr. James R. Menning, Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment at the said Annual General Meeting.

Statutory Audit

The Statutory Auditors of the Company who were appointed at the Twenty-fifth Annual General Meeting have since informed the Company about change in their name from S R B C & Co to S R B C & CO LLP effective 1 April 2013, pursuant to the Limited Liability Partnership Act, 2008.

Messrs. S R B C & CO LLP, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the Twenty-sixth Annual General Meeting and offers themselves for reappointment. They have furnished to the Company a Certificate, regarding their eligibility for reappointment. Accordingly, the reappointment of Messrs. S R B C & CO LLP, Chartered Accountants is being proposed as an ordinary resolution at the Twenty-sixth Annual General Meeting of the Company in terms of applicable provisions of the Companies Act, 1956 and has been included in the Notice convening the next Annual General Meeting.

Cost Audit

Mr. Prakash Kumar Varma was reappointed as the Cost Auditor to audit the Cost Accounts of the Company for the year ended 31 March 2013. Due to health reasons, Mr. Varma could not take up this assignment and has since requested the Company to relieve him of his responsibilities and appoint a new Cost Auditor in his stead. Accordingly, the Board of Directors have appointed

Messrs. Shome & Banerjee as the new Cost Auditors to audit the Cost Accounts of the Company for the year ended 31 March 2013. The due date for submitting the Cost Audit Report for that year with the prescribed authority is 30 September 2013. The Cost Audit Report for the year ended 31 March 2012 in XBRL format was submitted on 27 February 2013.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of corporate governance are made a part of the Annual Report.

Industrial Relations

The performance of the Company during the year ended 31 March 2013 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the wholehearted support received from all sections of the Associates of the Company.

Social Responsibility

The Company and its associates have been actively participating in the promotion of social welfare activities of the communities where Timken facilities are located in India.

Particulars of Employees

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

Conservation of Energy, Technology Absorption and Foreign Exchange

All the new machineries installed during the year are energy efficient. Significant cost saving on cutting fluids and consumption of electricity have been achieved by machine modifications, energy audit and efficient coolant management. Regarding absorption of foreign technology, the process is ongoing in the areas of machining, heat treatment and finishing. The Company has now achieved full indigenization of all components for standard bearings and substantial indigenization for AP Bearings. It is the intention of the Company to proceed with the process of indigenization further.

Other details are given in the Annexure, which also forms part of this report.

Directors'' Responsibility Statement

Pursuant to the provision of Section 217(2AA) of the Companies Act, 1956, the Directors give hereunder the Directors'' Responsibility Statement relating to the Accounts of the Company:

(1) The applicable Accounting Standards have been followed in the preparation of the accompanying Accounts;

(2) The Directors have 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 year ended 31 March 2013 and of the profit of the Company for the said period;

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Directors have prepared the accompanying Accounts on a going concern basis.

For and on behalf of the Board of Directors

Bangalore James R. Menning

21 June, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty-fifth Annual Report on the business and operations of the Company together with the financial results for the 15 months period ended 31 March 2012.

FINANCIAL RESULTS

(Rs./Millions)

15-months 12-months ended ended 31 March 31 December

2012 2010

a) Total Income 8,511 4,820

b) Total Expenditure 7,244 3,969

c) Gross Profit 1,267 851

d) Less: Depreciation 149 113

e) Earnings before Interest, 1,118 738

Tax & Prior period item

f) Less: Interest 12 9

g) Add: Income/(Expense) - (16)

relating to prior period

h) Profit before Tax (PBT) 1,106 713

i) Less: Taxes 299 203

j) Profit after Tax (PAT) 807 510

k) Add: Profit brought forward 2,908 2,398

from previous year

l) Profit available for appropriation 3,715 2,908

m) Less: Appropriations

- Interim dividend including

dividend distribution tax 1,481 -

- Transferred to General

Reserve 81 -

n) Balance carried forward to

Balance Sheet 2,153 2,908

During the 15 months period ended on 31 March 2012, Total Income grew by 76% primarily due to increase in net sale of products by 77% and a 73% increase in sale of services compared to 12-months year ended on 31 December 2010. Expenditures on the other hand registered an increase of 82% due to increase in costs of materials and also due to increased volume of products purchased for resale.

Increase in depreciation was due to capitalization of new plant and machinery for the expansion project.

Increase in interest was on account of short term loan taken during the year.

Profit before tax went up by 55% to Rs. 1,106 million primarily due to increased sales volume in rail, heavy truck, industrial aftermarket and exports.

The Company's Plant at Jamshedpur operated at capacity.

DIVIDENDS

The Company paid an interim dividend on the equity shares of the Company @ Rs. 20/- per equity share of Rs. 10/- each fully-paid, amounting to Rs. 1,274.44 million on 28 November 2011. Such payment of interim dividend is to be considered as final dividend on the equity shares of the Company for the 15 months period ended 31 March 2012. Your Directors are not recommending any further dividend on equity shares of the Company for 2011-12.

EXPANSION PROJECT

The Expansion Project has been successfully implemented and commercial production started from third quarter of 2011. So far, 0.1 million races of 'up to 8 inch' tapered roller bearings were manufactured from this facility for the period up to March 2012. The total actual investment on this project is Rs. 300 million.

FINANCE

Working capital was managed well in the 15 months period ended 31 March 2012 resulting in generation of adequate cash flows. Pending investment of such funds in suitable growth opportunities in India, it was temporarily parked in debt based schemes offered by various Mutual Funds. During the 15 months period under review, the Company had to borrow short term funds amounting to Rs. 300 million from HDFC Bank Ltd. to cover temporary financial needs. Except this the Company had not taken any other loan, whether short term or long term. Receivables continued to be managed well, as a result of which the number of days outstanding for domestic receivable at the end of 2011 -12 had come down to 51 days compared to 56 days at the end of last year. Inventory management continued to remain under focus of the management team. At the end of the year the overall inventory rose to Rs. 1,476 million due to increased level of operations though the average number of days outstanding was maintained at 121 days as of 31 March 2012.

CHANGE OF ACCOUNTING YEAR

In order to align the accounting year of the Company with the practices followed in India, it was decided that the accounting year of the Company be changed from calendar year - January to December to fiscal year - April to March. Accordingly, the current accounting period of the Company covered 15 months starting from 1 January 2011 to 31 March 2012.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

Listing of the Company's Equity Shares on BSE Limited and National Stock Exchange of India Limited continued during 2011- 12 and the listing fees for the year 2012-13 have al ready been paid to the Stock Exchanges.

DIRECTORS

Mr. Sridharan Rangarajan resigned as a Director of the Company with effect from 1 June 2011. The Board placed on record its deep appreciation for the valuable contribution made by Mr. Rangarajan as a Director.

Mr. Deepak Rastogi has been appointed as an Additional Director on the Board with effect from 1 June 2011. In terms of relevant provisions of the Companies Act, 1956 ('the Act'), Mr. Rastogi holds office up to the date of the forthcoming Annual General Meeting. The Company has received a notice from a member in terms of Section 257 of the Act signifying his intention to propose the name of Mr. Rastogi for appointment as Director of the Company at the next Annual General Meeting. This item has been included in the Notice convening the next Annual General Meeting of the Company.

Mr. Jai S Pathak and Mr. Niroop Mahanty, Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment at the said Annual General Meeting.

AUDITORS

Messrs. S. R. Batliboi & Co., Statutory Auditors hold office until the conclusion of the next Annual General Meeting. The Company has received a letter dated 29 March 2012 from Messrs. S. R. Batliboi & Co., Statutory Auditors expressing their unwillingness to be reappointed as Auditors due to certain factors entirely internal to them.

It is proposed to appoint Messrs. S R B C & Co, as the Statutory Auditors of the Company subject to the approval of the shareholders at the Annual General Meeting to hold office from the conclusion of Twenty-fifth Annual General Meeting until the conclusion of the next Annual General Meeting.

The Company has also received a letter from Messrs. S R B C & Co, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits of Section 224(2-B) of the Companies Act, 1956 and they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Accordingly, the appointment of Messrs. S R B C & Co, Chartered Accountants is being proposed as an ordinary resolution at the Twenty-fifth Annual General Meeting of the Company in terms of applicable provisions of the Companies Act, 1956 and has been included in the Notice convening the next Annual General Meeting.

The Directors placed on record their appreciation for the valuable support and guidance received from Messrs. S. R. Batliboi & Co., as the Statutory Auditors since July 1999.

Pursuant to the directions received from the Central Government, Mr. Prakash Kumar Varma has been reappointed as the Cost Auditor to audit the Cost Accounts of the Company for the 15 months period ended 31 March 2012.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of corporate governance are made a part of the Annual Report.

INDUSTRIAL RELATIONS

The performance of the Company during the 15 months period ended 31 March 2012 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the wholehearted support received from all sections of the Associates of the Company.

SOCIAL RESPONSIBILITY

The Company and its associates have been actively participating in the promotion of social welfare activities of the communities where Timken facilities are located in India.

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

All the new machineries installed during the year are energy efficient. Significant cost saving on cutting fluids and consumption of electricity have been achieved by machine modifications, energy audit and efficient coolant management. Regarding absorption of foreign technology, the process is ongoing in the areas of machining, heat treatment and finishing. The Company has now achieved full indigenization of all components for Standard Bearings and substantial indigenization for AP Bearings. It is the intention of the Company to proceed with the process of indigenization further.

Other details are given in the Annexure, which also forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217(2AA) of the Companies Act, 1956, the Directors give hereunder the Directors' Responsibility Statement relating to the Accounts of the Company:

(1) The applicable Accounting Standards have been followed, in the preparation of the accompanying Accounts;

(2) The Directors have 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 15 months period ended 31 March 2012 and of the profit of the Company for the said period;

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Directors have prepared the accompanying Accounts on a going concern basis.

For and on behalf of the Board of Directors

Bangalore James R. Menning

2 May 2012 Chairman


Dec 31, 2010

The Directors have pleasure in presenting the Twenty-fourth Annual Report on the business and operations of the Company together with the Financial Results for the year ended 31 December 2010.

FINANCIAL RESULTS

(Rs./Millions)

Year ended 31 December

2010 2009

a) Total Income 4,820 3,305

b) Total Expenditure 3,969 2,749

c) Gross Profit 851 556

d) Less: Depreciation 113 103

e) Earnings before Interest, 738 453 Tax & Prior period item

f) Less: Interest 9 4

g) Add: Income/(Expense) (16) relating to prior period -- --

h) Profit before Tax (PBT) 713 449

i) Less: Taxes 203 124

j) Profit after Tax (PAT) 510 325

k) Add: Profit brought forward 2,398 2,073 from previous year

l) Profit available for appropriation 2,908 2,398

m) Balance carried forward 2,908 2,398

During the year under review, overall net sales grew by 46% primarily due to a 82% increase in exports compared to 2009 and 34% growth in domestic sales to Rs. 3190 million compared Rs. 2371 million in 2009. The Company’s Plant in Jamshedpur operated at capacity.

Accordingly, Profit before tax went up by 59% to Rs. 713 million primarily due to volume gain and profitability improvements through cost management.

Production at Jamshedpur Plant in terms of equivalent bearings registered an increase of 55% in 2010.

DIVIDENDS

Your Directors are not recommending payment of any dividend on equity shares for 2010.

EXPANSION PROJECT

The Company has decided to undertake an Expansion Project to expand its tapered roller bearing manufacturing capacity in India by approximately 2.4 million races of up to 8 inch tapered roller bearings per annum in view of the growing demand in construction, other off-highway vehicles, heavy trucks and other commercial transportation systems both in India and globally. Work relating to this project is scheduled to begin in the first quarter of 2011 and commercial production is expected to start in the second quarter of 2011. This project will require an estimated investment of Rs. 360 million.

FINANCE

Working capital was managed well in 2010 resulting in generation of adequate cash flows. Pending investment of such funds in suitable growth opportunities in India, it was temporarily parked in debt based schemes offered by various Mutual Funds. Receivables continued to be managed well, as a result of which the number of days outstanding for domestic receivable at the end of 2010 had come down to 56 days compared to 63 days at the end of last year. Inventory management continued to remain under focus of the management team. At the end of the year the overall inventory rose to Rs. 1053 million mainly due to increased level of operations.

During the year under review, the Company did not borrow any fund to meet its working capital or other needs and ended the year debt-free – both secured and unsecured.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

Listing of the Company’s Equity Shares on Bombay Stock Exchange Limited and National Stock Exchange of India Limited continued during 2010 and the listing fees for the year 2010-11 have been paid to the Stock Exchanges.

DIRECTORS

Mr. Roger W Lindsay resigned as a Director and as the Chairman of the Board with effect from the close of business on 27 October 2010. The Board placed on record its deep appreciation for the valuable contribution made by Mr. Lindsay as a Director and the Chairman of the Board.

Mr. James R Menning has been appointed as an Additional Director and the Chairman of the Board with effect from 28 October 2010. In terms of relevant provisions of the Companies Act, 1956 (‘the Act’), Mr. Menning holds office up to the date of the forthcoming Annual General Meeting. The Company has received a notice from a member in terms of Section 257 of the Act signifying his intention to propose the name of Mr. Menning for appointment as Director of the Company at the next Annual General Meeting. This item has been included in the Notice convening the next Annual General Meeting of the Company.

Mr. Niroop Mahanty and Mr. P S Dasgupta, Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment at the said Annual General Meeting.

AUDITORS

Messrs. S R Batliboi and Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the Twenty-fourth Annual General Meeting and offer themselves for reappointment. They have furnished to the Company a Certificate, regarding their eligibility for reappointment.

Pursuant to the directions received from the Central Government, Mr. Prakash Kumar Varma has been reappointed as the Cost Auditor to audit the Cost Accounts of the Company for the year ended 31 December 2010.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of corporate governance are made a part of the Annual Report.

INDUSTRIAL RELATIONS

The performance of the Company during the year ended 31 December 2010 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the wholehearted support received from all sections of the Associates of the Company.

SOCIAL RESPONSIBILITY

The Company and its associates have been actively participating in the promotion of social welfare activities of the communities where Timken facilities are located in India.

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

All the new machineries installed during the year are energy efficient. Significant cost saving on cutting fluids and consumption of electricity have been achieved by machine modifications, energy audit and efficient coolant management. Regarding absorption of foreign technology, the process is ongoing in the areas of machining, heat treatment and finishing. The Company has now achieved full indigenisation of all components for Standard Bearings and substantial indigenisation for AP Bearings. It is the intention of the Company to proceed with the process of indigenisation further.

Other details are given in the Annexure, which also forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217(2AA) of the Companies Act, 1956, the Directors give hereunder the Directors’ Responsibility Statement relating to the Accounts of the Company:

(1) The applicable Accounting Standards have been followed, in the preparation of the accompanying Accounts;

(2) The Directors have 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 year ended 31 December 2010 and of the profit of the Company for the said period;

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Directors have prepared the accompanying Accounts on a going concern basis.

For and on behalf of the Board of Directors

Chennai James R. Menning

10 February 2011 Chairman


Dec 31, 2009

The Directors have pleasure in presenting the Twenty-third Annual Report on the business and operations of the Company together with the Financial Results for the year ended 31 December 2009.

FINANCIAL RESULTS

(Rs./Lakhs)

Year ended 31 December

2009 2008

a) Net Sales / Income 33,103 42,743

b) Total Expenditure 27,534 33,843

c) Gross Profit 5,569 8,900

d) Less: Depreciation 1,034 1,046

e) Earnings before Interest, 4,535 7,854 Tax & Prior period item

f) Less: Interest 42 106

g) Add: Income/(Expense) (2) 43 relating to prior period ---- ----

h) Profit before Tax (PBT) 4,491 7,791

i) Less: Taxes 1,237 2,492

j) Profit after Tax (PAT) 3,254 5,299

k) Add: Profit brought forward 20,727 15,428 from previous year

l) Profit available for appropriation 23,981 20,727

m) Balance carried forward 23,981 20,727

During the year under review, overall net sales fell by 23% primarily due to a 52% decrease in exports compared to 2008. Recession in US auto markets was the prime reason for such a severe fall in exports. Domestic sales also went down marginally to Rs. 237 Crores compared Rs. 240 Crores in 2008. The Companys Plant in Jamshedpur operated at a level below capacity.

Accordingly, Profit before tax went down by 42% to Rs. 4,491 lakhs primarily due to fall in exports.

Production at Jamshedpur Plant in terms of equivalent bearings registered a decline by 31% in 2009 whereas the Standard Value of Production went down by 28% to Rs.187 Crores.

DIVIDENDS

Your Directors are not recommending payment of any dividend on equity shares for 2009.

FINANCE

Working capital was managed well in 2009 resulting in generation of adequate cash flows. Pending investment of such funds in suitable growth opportunities in India, it was temporarily parked in debt based schemes offered by various

Mutual Funds. Receivables continued to be managed well, as a result of which the number of days outstanding for domestic receivable at the end of 2009 had come down to 63 days compared to 90 days of last year. Inventory management continued to remain under focus of the management team, more so in view of the recessionary phase being experienced at present, resulting in a reduction of Rs. 17 Crores at the end of 2009.

During the year under review, the Company did not borrow any fund to meet its working capital or other needs and ended the year debt-free – both secured and unsecured.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

Listing of the Companys equity shares on Bombay Stock Exchange Limited and National Stock Exchange of India Limited continued during 2009 and the listing fees for the year 2009-10 have been paid to the Stock Exchanges.

DIRECTORS

Ms. Sunitha Narahari ceased to be an Alternate Director to Mr. Roger W. Lindsay effective 23 March 2009. Mr. Gordon W Robinson resigned as the Chairman & Managing Director of the Company effective 1 August 2009. The Board placed on record its deep appreciation of the valuable contribution made by Ms. Narahari as an Alternate Director and Mr. Robinson as the Chairman & Managing Director of the Company.

Mr. Roger W Lindsay has been appointed as the Chairman of the Board with effect from 1 August 2009. Mr. Ajay K. Das has been appointed as the Managing Director with effect from 1 August 2009. In terms of relevant provisions of the Companies Act, 1956 (the Act), Mr. Das holds office upto the date of the forthcoming Annual General Meeting. The Company has received a notice from a member in terms of Section 257 of the Act signifying his intention to propose the name of Mr. Das for appointment as Director of the Company at the next Annual General Meeting. This item has been included in the Notice convening the next Annual General Meeting of the Company.

Mr. Jai S Pathak and Mr. Roger W Lindsay, Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment at the said Annual General Meeting.

AUDITORS

Messrs. S R Batliboi & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the Twenty-third Annual General Meeting and offer themselves for reappointment. They have furnished to the Company a Certificate, regarding their eligibility for reappointment.

Pursuant to the directions received from the Central Government, Mr. Prakash Kumar Varma has been reappointed as the Cost Auditor to audit the Cost Accounts of the Company for the year ended 31 December 2009.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis, Corporate

Governance Report and Auditors Certificate regarding compliance of conditions of corporate governance are made a part of the Annual Report.

INDUSTRIAL RELATIONS

The performance of the Company during the year ended 31 December 2009 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the wholehearted support received from all sections of the Associates of the Company.

SOCIAL RESPONSIBILITY

The Company has been actively participating in the promotion of social welfare activities of the communities where Timken facilities are located.

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

All the new machineries installed during the year are energy efficient. Significant cost saving on cutting fluids and consumption of electricity have been achieved by machine modifications, energy audit and efficient coolant management. Regarding absorption of foreign technology, the process is ongoing in the areas of machining, heat treatment and finishing. The Company has now achieved full indigenization of all components for Standard Bearings and substantial indigenization for AP Bearings. It is the intention of the Company to proceed with the process of indigenization further.

Other details are given in the Annexure, which also forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217(2AA) of the Companies Act, 1956, the Directors give hereunder the Directors Responsibility Statement relating to the Accounts of the Company:

(1) The applicable Accounting Standards have been followed, in the preparation of the accompanying Accounts;

(2) The Directors have 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 year ended 31 December 2009 and of the profit of the Company for the said period;

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Directors have prepared the accompanying Accounts on a going concern basis.

For and on behalf of the Board of Directors

Bangalore Roger W. Lindsay 16 February 2010 Chairman

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X