1. Corporate Information:
NRB Bearings Limited incorporated in 1965, is engaged in the
manufacture of ball and roller bearings.
i) Rights attached to equity shares:
a) Right to receive dividend as may be approved by the Board / Annual
b) The equity shares are not repayable except in the case of a buy
back, reduction of capital or winding up in terms of the provisions of
the Companies Act, 1956.
c) Every member of the company holding equity shares has a right to
attend the General Meeting of the company and has a right to speak and
on a show of hands, has one vote if he is present in person and on a
poll shall have the right to vote in proportion to his share of the
paid-up capital of the company.
i) 200, 11.5% privately placed non-convertible debentures of Rs.
1,000,000 each, redeemable at par, on 31st May, 2014. ii) Details of
repayment of Loans
iii) For the amount of current maturities of long term borrowings,
refer note 10 - Other current liabilities.
There are no amounts due to the suppliers covered under Micro, Small
and Medium Enterprise Development Act, 2006; this information takes
into account only those suppliers who have responded to the enquiries
made by the Company for this purpose. This has been relied upon by
i. Refer footnote ii(a) and ii(c) in note 5 - Long term borrowings for
details of security
ii. There is no amount outstanding and due as at the balance sheet
date to be credited to the Investor Education and Protection Fund.
Note 1 - Contingent liabilities not provided for:
As at As at
Rs. Lacs Rs. Lacs
a) Income Tax 1035.04 812.00
b) Sales Tax 118.08 118.08
c) Customs Duty 158.87 158.87
d) Bank guarantees 7.75 3.75
e) Stand by letter of credit given to bank on
behalf of a subsidiary company 1119.36 981.20
f) Corporate guarantees issued on behalf of
subsidiary companies 2082.86 1899.85
The Company is in further appeal in respect of
matters stated in a) to c) above
NOTE 2 - Segment reporting
The Company has a single reportable business segment namely bearings
for the purpose of Accounting Standard 17 on Segment Reporting.
i) Figures in brackets are in respect of the previous year.
ii) No amounts pertaining to related parties have been provided for as
doubtful debts. Further, no amounts have either been written off or
written back during the year.
iii) Dividend paid has not been considered by the company as a
transaction falling under the purview of Accounting Standard 18
Related Party Disclosures.
iii) Interest rate swaps to hedge against fluctuations in interest rate
changes: No. of contracts: 4 (as at 31.3.2011: 1)
(i) The expected rate of return on plan assets is based on the average
long term rate of return expected on investments of the fund during the
estimated term of obligation.
(ii) The assumption of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion, increment
and other relevant factors.
(iii) The discount rate is based on prevailing market yield of
Government of India security as at the Balance sheet date for the
estimated term of the obligation.
b) Compensated Expenses recognised in the statement of proft and loss
for the year, under employee benefit expense, is Rs. 261.25 lacs (for
the year ended 31.03.2011 : Rs 218.64 lacs).
NOTE 3 -
On 19th April, 2011, the Board of Directors approved the scheme of
arrangement under applicable sections of Companies Act, 1956, the
merger of Trilochan Investments Company Private Limited (TICPL)
(formerly known as Trilochan Sahney Finance and Holdings Private
Limited) and the Company with effect from 1st October, 2011 viz
appointed date. The same was approved by the Hon''ble High Court of
Judicature at Bombay on 13th January, 2012 and fled with the Registrar
of Companies on 2nd February, 2012 viz. effective date.
Consequent to the merger, accounted under pooling of interests method,
the Company has cancelled 37755640 equity shares of the Company held by
TICPL and equivalent number of equity shares have been issued to equity
shareholders of TICPL namely, Trilochan Singh Sahney Trust 1 (held by
the trustee in his individual name) as consideration for the merger.
The consequent change in the register of members has been made
subsequent to 31st March, 2012 on receipt of approval from stock
The assets taken over of TICPL, an investment Company comprise of
investments in equity shares of NRB Bearings Limited of Rs. 6785.63
lacs, bank balance of Rs. 24.58 lacs and liabilities of Rs. 24.58 lacs.
The reserves of TICPL namely, general reserve of Rs. 6172.64 lacs,
securities premium of Rs. 601.89 lacs and capital redemption reserve of
Rs. 11.10 lacs have been accounted for at their respective book values.
The value of investments of Rs. 6785.63 lacs have been adjusted against
general reserve resulting in net adjustment of Rs. 612.99 lacs.
NOTE 4 -
The board of directors in its meeting held on 12th October, 2011
approved the demerger of the industrial bearings undertaking of the
Company into NRB Industrial Bearings Limited (NIBL), a wholly owned
subsidiary incorporated to carry out the business of manufacturing and
selling industrial bearings under the Scheme of Arrangement (the
scheme), subsequently also approved by the shareholders on 3rd
February, 2012 in an extra ordinary general meeting convened by the
court. The said scheme is subject to statutory and contractual
approvals, as may be required. Upon the scheme becoming effective, in
consideration of the transfer and vesting of the industrial bearings
undertaking in to NIBL, NIBL will allot to all shareholders of NRB
Bearings Limited, fully paid up equity shares in the ratio of one share
for every four shares held in NRB Bearings Limited. The appointed date
for the scheme is 1st October, 2012.
Considering the industrial bearings undertaking''s in significant scale of
operations as compared to the Company''s total operations, the demerger
of the industrial bearings undertaking will not have a material impact
on the Company''s financials.
There are no capital commitment nor contingent liabilities.
Figures in brackets are the corresponding figures in respect of the
# net after deducting shareholders'' funds.
NOTE 5 -
The Revised Schedule VI has become effective from 1 April, 2011 for the
preparation of financial statements. This has significantly impacted the
disclosure and presentation made in the financial statements. Previous
year''s figures have been regrouped wherever necessary.