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Bimetal Bearings
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the Fifty Fourth Annual
 Report covering the operations for the year ended 31st March 2015
 together with the accounts and Auditors'' Report thereon.
 
 FINANCIAL RESULTS:                      Year Ended         Year ended
                                         31-03-2015         31-03-2014
                                         (Rs. in Lacs)     (Rs.in Lacs)
 
 Net Revenue                             16,293.67           15,115.88
 
 Profit before Interest, Depreciation 
 and Taxation                             1,196.10              971.11
 
 Less : Interest                             31.40               27.26
 
 Depreciation                               424.64              441.11
 
 Profit before Tax                          740.06              502.74
 
 Less: Taxation [including Deferred Tax]    181.75              116.99
 
 Profit after Tax                           558.31              385.75
 
 Add: Balance brought forward from
 previous year                              209.75              287.25
 
 Less: Adjustment towards depreciation 
 on assets whose life is already over        22.75                   -
 
 Profit available for appropriation         745.31              673.00
 
 Less: Transfer to :
 
 Proposed Dividend                          286.88              267.75
 
 Dividend Tax                                58.40               45.50
 
 General Reserve                            200.00              150.00
 
 Balance Carried to Balance Sheet           200.03              209.75
 
 Operations :
 
 The growth in net revenue of 7.8% was primarily due to increase in
 sales to OEMs and export of end-products.
 
 The production of products with higher imported Raw Material had its
 impact on the profitability of operations which to an extent was offset
 by operational actions.
 
 It is expected that the demand for the products would improve from the
 second quarter of the current year and coupled with increase in product
 range would result in better capacity utilization.
 
 The ongoing cost reduction measures undertaken by the Company and
 implementation of consolidation of production facilities in a phased
 manner would support improved results in the future.
 
 The emphasis on export of intermediate products including Powder is
 planned to augment the results.
 
 Dividend
 
 The Directors recommend a dividend of Rs.7.50 per share (Previous Year:
 Rs.7/- per share) on the paid up capital for the financial year ended
 31st March 2015. The payment of dividend is subject to the approval of
 shareholders at the ensuing Annual General Meeting.
 
 Compliance under Companies Act, 2013
 
 Pursuant to Section 134 of the Companies Act, 2013 read with the
 Companies (Accounts) Rules, 2014, your Company complied with the
 compliance requirements and the details of the compliances under
 Companies Act, 2013 are enumerated below:
 
 Consolidated Financial Statements
 
 The requirement of consolidation of accounts as stipulated under
 Accounting Standard (AS)-21 on Consolidated Financial Statements read
 with AS-23 on Accounting for Investments in Associates and AS-27 on
 Financial Reporting of Interests in Joint Ventures, the audited
 consolidated financial statement are not applicable to the Company in
 respect of the financial year ended 31st March 2015.
 
 Subsidiaries, Associates and Joint Ventures
 
 During the year, the Company invested upto 24.19% in the capital of IPL
 Green Power Limited on 4th August 2014 - making it as an Associate
 Company as per the provisions of Section 2(6) of the Companies Act,
 2013. The Company is yet to commence its commercial production.
 
 BBL Daido Private Limited, a joint-venture company with M/s.Daido Metal
 Company, Japan has performed with a turn-over of Rs.43.29 Crores and a
 profit after tax of Rs.2.86 Crores in the year 2014-2015 as against a
 turnover of Rs.41.02 Crores and a profit after tax of Rs.3.86 Crores in
 the previous year.
 
 Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
 of the Companies (Accounts), Rules, 2014 a statement containing salient
 features of the financial statements of the Company''s Associates (in
 Form AOC-1) is attached to the financial statements.
 
 Deposits
 
 The company did not accept any deposits within the meaning of
 provisions of Chapter V - Acceptance of Deposits by Companies of the
 Companies Act, 2013 read with the Companies (Acceptance of Deposits)
 Rules, 2014 and the deposits which remained as on the beginning of the
 financial year 2014-2015 were repaid during the financial year.
 
 Directors and Key Managerial Personnel
 
 During the year under review, Dr.(Mrs.) Sandhya Shekhar was appointed
 as an additional director under the independent category by the Board
 of Directors at their meeting held on 14th November 2014. Subsequently
 her appointment was approved for a period of 3 years from 14th November
 2014 by the members of the Company vide resolutions passed through
 postal ballot on 22nd May 2015.
 
 All the Independent Directors of the Company have declared that they
 meet the criteria of Independence in terms of Section 149(6) of the
 Companies Act, 2013 and that there is no change in their status of
 Independence.
 
 At the Board Meeting held on 14th August 2014, Mr. A.Krishnamoorthy,
 Chairman & Managing Director, Mr.S.Narayanan, Whole-time Director,
 Mr.N.Venkataraman, Chief Financial Officer and Mr.K.Vidhya Shankar,
 Company Secretary were designated as Key Managerial Personnel of
 the Company pursuant to Sections 2(51) and 203 of the Companies Act,
 2013 read with the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014. Further Mr.S.Narayanan, Whole-time
 Director is retiring at the ensuing Annual General Meeting and being
 eligible offers himself for re-appointment.
 
 Auditors
 
 M/s.Price Waterhouse, Chartered Accountants, the retiring Auditors
 expressed their unwillingness to continue as Statutory Auditors of the
 Company. M/s.Price Waterhouse Chartered Accountants LLP (Firm Regn. No.
 012754N/N500016) expressed their willingness to be appointed as
 Statutory Auditors. The company had received a confirmation regarding
 their consent and eligibility under Sections 139 and 141 of the
 Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for
 appointment as the Auditors of the Company. As required under Clause 41
 of the Listing Agreement, the Auditors have also confirmed that they
 hold a valid certificate issued by the Peer Review Board of the
 Institute of Chartered Accountants of India. The Audit Committee and
 the Board of Directors have recommended the appointment of the Auditors
 for the financial year 2015-2016. The necessary resolution is being
 placed before the shareholders for approval.
 
 Cost Auditor
 
 The Board had appointed M/s.S. Mahadevan & Co., (Regn. No: 000007) Cost
 Auditors for the financial year 2015-2016 to carry out the cost audit
 of the products manufactured by the Company. The remuneration payable
 to the cost auditors for the year 2015 - 2016 is being placed for the
 approval. The Cost Audit Report for the financial year 2013-14 was
 filed on 26th September 2014.
 
 Internal Auditors
 
 M/s.Fraser & Ross, Chartered Accountants, Coimbatore are the Internal
 Auditors of the Company.
 
 Secretarial Audit
 
 Pursuant to provisions of Section 204 of the Companies Act, 2013 read
 with Rule 9 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules 2014, your Company engaged the services of
 M/s. KSR & Co. Company Secretaries LLP to conduct the Secretarial Audit
 of the Company for the financial year ended 31st March 2015. The
 Secretarial Audit Report is attached as Annexure-G to this Report.
 
 Policies :
 
 In accordance with the requirements of the Companies Act, 2013 and the
 Listing Agreement, the Board of Directors of the Company has framed the
 following policies :
 
 - Remuneration Policy - Policy on Related Party Transactions
 
 - Risk Management Policy - Corporate Social Responsibility Policy
 
 - Vigil Mechanism Policy - Familiarisation Programme for Directors
 
 - Criteria for performance evaluation of Board.
 
 The above policies are up-loaded on the Company''s webste, under the
 web-link, http://www.bimite.co.in/policies.
 
 There were no material changes in the commitments affecting the
 financial position of the Company between the end of the financial year
 (31 st March 2015) and the date of report (30th May 2015).
 
 There were no significant and material orders passed by Regulators or
 Courts or T ribunals which would impact the going concern status of the
 Company.
 
 Particulars of Employees and related disclosures :
 
 The disclosures pertaining to remuneration and other details as
 required under Section 197(12) of the Companies Act, 2013 read with
 Rule 5(1),(2) & (3) of the Companies (Appointment and Remuneration of
 Managerial Personnel), Rules, 2014 are provided in the Annexure - 1
 forming part of the Annual Report.
 
 Having regard to the provisions of Section 136(1) read with and its
 relevant proviso of the Companies Act, 2013, the Annual Report
 excluding the aforesaid information is being sent to the members of the
 Company. The said information is available for inspection at the
 Registered Office of the Company during working hours and any member is
 interested in obtaining such information may write to the Company
 Secretary and the same will be furnished free of cost.
 
 Board Meetings held during the year:
 
 During the year ended 31st March 2015, 5 meetings of the Board of
 Directors were held. The details of the meetings are furnished in the
 Corporate Governance Report which is attached as Annexure-B to this
 Report.
 
 Extract of Annual Return :
 
 An extract of Annual Return in Form MGT-9 as on 31st March 2015 is
 attached as Annexure-F to this Report.
 
 Particulars of loans, guarantees or investments under Section 186 of
 the Companies Act, 2013 The details of loans / investments made by the
 Company are given in the financial statements.
 
 Related Party Transactions :
 
 All transactions entered by the Company with Related Parties were in
 the Ordinary Course of Business and at Arm''s Length pricing basis.
 The Audit Committee granted omnibus approval for the transactions
 (which are repetitive in nature) and the same was reviewed by the Audit
 Committee and the Board of Directors. There were no materially
 significant transactions with Related Parties during the financial year
 2014-15 which were in conflict with the interest of the Company. The
 details of the transactions with related parties are given in the
 financial statements in Note No.43 of the financial statements.
 
 Risk Management :
 
 The Company has constituted a Risk Management Committee. The Committee
 takes care of the external and internal risk associated with the
 Company. The Board of Directors oversees the Risk Management process
 including risk identification, impact assessment, effective
 implementation of the mitigation plans and risk reporting.
 
 Board Evaluation :
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, Independent Directors at their meeting held on
 21st March 2015 considered / evaluated the Board''s performance,
 performance of the Chairman and other non-independent Directors. The
 Board have undergone formal review which comprised Board effectiveness
 and allied subjects. The Board also reviewed the workings of the
 various committees and sub-committees without participation of the
 concerned Directors / members.
 
 Code of Conduct:
 
 The Company has adopted a code of conduct for the Board of Directors
 and senior management of the Company and all of them have affirmed
 compliance of the same. Further the Independent directors of the
 Company have separately affirmed code of conduct as per the
 requirements of the Companies Act, 2013.
 
 Internal Control Systems and their Adequacy :
 
 Details of the same are provided in the Management Discussion and
 Analysis Report attached as Annexure-D to this Report.
 
 Research and Development, Conservation of Energy, Technology,
 Absorption, Foreign Exchange Earnings and Outgo.
 
 Your Company continues to focus on Research and Development activities
 with specific reference to fuel efficiency, vehicle performance and
 enhancement of safety etc,
 
 The particulars prescribed under Section 134 of the Companies Act, 2013
 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating
 to Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo are furnished in Annexure-A to this Report.
 
 Corporate Governance :
 
 Your Company is fully compliant with the Corporate Governance
 guidelines, as laid out in Clause 49 of the Listing Agreement. All the
 Directors (and also the members of the Senior Management) have affirmed
 in writing their compliance with and adherence to the Code of Conduct
 adopted by the Company. The details of the Code of Conduct are
 furnished in the Corporate Governance Report attached as Annexure-B to
 this Report.
 
 The Secretarial Auditors of the Company have examined the requirements
 of Corporate Governance with reference to Clause 49 of the Listing
 Agreement and have certified the compliance, as required under Clause
 49 of the Listing Agreement. The Certificate in this regard is attached
 as Annexure-C to this Report.
 
 CEO / CFO Certification:
 
 As contemplated under Clause 49 of the Listing Agreement, the
 certificate from Mr.A.Krishnamoorthy, Managing Director and
 Mr.N.Venkatarman, Chief Financial Officer was placed before the Board
 of Directors at their meeting held on 30th May 2015 which was read and
 taken on record.
 
 Internal Complaints Committee :
 
 The Company has put in place a policy for prevention, prohibition and
 redressal against sexual harassment of women at the work place to
 protect women employees and enable them to report sexual harassment at
 the work place. An Internal Complaints Committee headed by a woman
 employee has also been constituted for this purpose. No complaints were
 received from any employee during the year ended 31st March 2015.
 
 Corporate Social Responsibility (CSR) initiatives :
 
 Pursuant to Section 135 of the Companies Act, 2013 read with the
 Companies (Corporate Social Responsibility Policy) Rules, 2014, your
 Company framed a Policy on Corporate Social Responsibility and the
 required amount of Rs.19.50 lacs was spent towards Corporate Social
 Responsibility obligations and the details of which are provided in the
 Annexure-E to this Report.
 
 Vigil Mechanism :
 
 Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
 Clause 49 of the Listing Agreement, the Board of Directors had approved
 the Policy on Vigil Mechanism which inter-alia provides a direct access
 to the Chairman of the Audit Committee.
 
 Your Company hereby affirms that no Director/ employee has been denied
 access to the Chairman of the Audit Committee and that no complaints
 were received during the year.
 
 Developments in the Madras Stock Exchange Limited :
 
 Pursuant to the exit order Dt.14th May 2015 issued by the Securities
 and Exchanges Board of India (SEBI), the Madras Stock Exchange Limited
 does not exist as a stock exchange from that date. Your shares will
 continue to be traded in the BSE Limited (Bombay Stock Exchange
 Limited, Mumbai), the nation-wide stock exchange where the same is
 listed.
 
 Directors'' Responsibility Statement :
 
 The Board of Directors acknowledges the responsibility for ensuring
 compliance with the provisions of Section 134(3)(c) read with 134(5) of
 the Companies Act, 2013 in the preparation of financial statements for
 the year ended 31 st March 2015 and state that
 
 (a) in the preparation of the annual accounts, the applicable
 Accounting Standards had been followed along with proper explanation
 relating to material departures;
 
 (b) the directors had selected such accounting policies and applied
 them consistently and judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the Profit of the
 Company for that period.
 
 (c) the directors had taken proper and sufficient care for the
 maintenance of the adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 (d) the directors had prepared the annual accounts on a going concern
 basis,
 
 (e) the directors, had laid down proper internal financial controls to
 be followed by the Company and that such internal financial controls
 are adequate and were operating effectively, and
 
 (f) the directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems are
 operating effectively.
 
 Transfer of Unclaimed Dividend to Investor Education and Protection
 Fund :
 
 Pursuant to the provisions of Section 125(2) of the Companies Act,
 2013, the Company has transferred the unclaimed dividend amounts
 referable to the year ended 31st March 2007 (both interim and final) to
 the credit of the Investor Education and Protection Fund during the
 year under review well before their respective due dates.
 
 Acknowledgement :
 
 The Directors wish to express their appreciation for the continued
 co-operation of the Central and State Governments, Bankers, customers,
 dealers, suppliers, share-holders and also the valuable support
 received from M/s.Daido Metal Company, Japan. The Directors also wish
 to thank all the employees for their contribution, support and
 continued co-operation throughout the year.
 
                                  For and on behalf of the Board
 
 
 Chennai                          A. Krishnamoorthy
 30th May 2015                    Managing Director
 
 
Source : Dion Global Solutions Limited
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