The Directors of your Company are pleased to present the 58th Annual Report, with audited financial statements for the financial year ended on March 31, 2019.
Rs. in million
Year ended Mar 31, 2019
Year ended Mar 31,2018
Revenue from operations
Profit before Tax
Provision for taxation
Profit After Tax
Other Comprehensive Income
Total Comprehensive Income for the period
The revenue from operations of the Company for year ended on March 31, 2019 stood at Rs.30,345.3 million as compared to Rs.28,048.2 million in the previous year. The revenue figures of the two years are not directly comparable due to the reclassification of indirect taxes following the introduction of GST effective July 1, 2017. The Company’s profit before tax for the year ended March 31, 2019, was Rs.5,241.9 million as compared to Rs.4,554.9 million in the previous year.
The profit after tax for the period ended March 31, 2019 was Rs.3357.7 million, compared to Rs.2,958.9 million during the previous year.
The Company incurred a capital expenditure of Rs.636.9 million during the year.
Material Changes and commitment if any, affecting financial position of the Company
There have been no material changes and commitments that have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this report which affect the financial position of the Company.
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the dividend distribution policy approved by the Board has been put up on the website of the Company and can be assessed at http://www.skf.com/in/investors/shareholder-information/index.html.
In line with the said policy, the Board of Directors is pleased to recommend a dividend of Rs.12 per Equity share of Rs.10 Face value for the year ended March 31, 2019, as compared to Rs.12 per Equity share, for the preceding year ended March 31, 2018. This dividend is subject to the approval of the Members at the 58th Annual General Meeting of the Company.
The Register of Members and Share Transfer Books will remain closed from July 15, 2019 to July 23, 2019 (both days inclusive) for the purpose of payment of the dividend for the financial year ended March 31, 2019 and the Annual General Meeting.
During the year, unclaimed dividend pertaining to the dividend for the year 2011 was transferred to the Investor Education and Protection Fund.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profits for the year 2018-19 in the profit and loss account.
Buyback of equity shares
Considering the Company’s strong cash reserves and its healthy cash flow generation, the members had approved a proposal for buyback of equity shares of the Company, at a price of Rs.2100/per share during the fiscal year 2018-19. The offer size of the buyback was 21.73% of the aggregate paid-up equity share capital and free reserves of the Company and represented 3.70% of the total issued and paid-up capital equity share capital of the Company. The Company had utilized Rs.3990 million for the Buyback of equity shares of the Company and the share capital of the Company after the said buyback now stands reduced at Rs.494.38 million. The buyback process was completed and the shares were extinguished on February 20, 2019.
Awards / Accolades
Your Directors are happy to report that during the year, your Company received numerous awards and felicitations from distinguished bodies for achievements in various fields that reemphasized SKF’s strong position in the Indian Manufacturing Industry, making us proud of our achievements and some of the significant achievements were:
- SKF India Pune factory won the Frost & Sullivan
Manufacturing Excellence Awards 2018 for the Future Ready Factory for Engineering Sector, Large Business. Frost & Sullivan 15th ‘India Manufacturing Excellence Awards (IMEA) 2018’ recognizes companies for outstanding achievement and performance in a range of regional and global markets for superior leadership, technological innovation, customer service, strategic product development
- SKF India wins the “Best Sustainability Practice” Award from Tata Steel SSE. This “Best sustainability Practice” Award was in the Social Excellence Category at the third edition of the ‘‘ Supplier Sustainability Expo (SSE)’’
- SKF in India is one of Top 100 “Best Companies for Women in India 2018”. India’s first diversity advocate and workplace inclusion expert- AVTAR, along with Working Mother Media, hosted the third edition of the Best Companies for Women in India (BCWI) study in 2018, where SKF India was one of the Top 100.
- SKF India is recognized with the Best Vendor award 2018-19 from the Transportation group of BHEL, Bhopal. The award was arbitrated on three major criteria; Product Quality, Delivery and Technical / After Sales Support.
- ACE Designers awards SKF India as the winner of ‘‘Outstanding Support” 2017-18 at Bangalore.
Ace Designers, is one of India’s largest machine tool manufacturing companies, located in Bengaluru.
- SKF YES Bengaluru Center has been accredited by TVS Motor company as TVS Certified Vocational Center
Management’s Discussion and Analysis and Outlook
A detailed review of operations, performance, opportunities, and outlook of the Company is given in the Management’s Discussion and Analysis Report , which forms part of this Report as Annexure I.
Your Directors reaffirm their continued commitment to good corporate governance practices.
Pursuant to Regulation 34 of the SEBI Regulations and relevant sections of the Act, Report on Corporate Governance and Auditors Certificate thereon forms part of this report as Annexure II.
Directors and Key Managerial Personnel
As per the provisions of Sections 149 and 152 of the Companies Act, 2013 (Act), the shareholders at their 54th Annual General Meeting held on April 23, 2015, had approved the reappointment of all the Independent Directors of the Company for tenure of upto five consecutive years until July 2019. None of the Independent Directors are liable to retire by rotation. In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In order to bring fresh thinking on the Board, Mr. R. Makhija and Mr. P M Telang have tendered their resignation to be effective from May 16, 2019. Ms. H. Hattangady and Mr. P R Menon have tendered their resignation for personal reasons to be effective from April 1, 2019 and May 16, 2019 respectively.
The Board has placed on record its deep sense of appreciation for the valuable contributions made towards the operations and growth of the Company by the Directors during their respective tenures. On behalf of SKF, we express our deepest gratitude and appreciation for their dedicated support and guidance.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Bernd Stephan (DIN: 07835737) retires by rotation and being eligible, offers himself for re-appointment.
Mr. Carl Orstadius, Managing Director resigned from the Board effective from August 16, 2018 on account of taking a new position as the Automotive and Aerospace Group Controller for SKF Group based in Gothenburg, Sweden. The Board placed its sincere appreciation and gratitude for his valuable contribution and for his outstanding work during his brief tenure and wish him a great future ahead with SKF Group.
On the recommendation of the NRC, Mr. Manish Bhatnagar was appointed as an Additional Director of the Company with effect from August 16, 2018 by the Board of Directors in accordance with Section 161(1) of the Act and Article 129 of the Company’s Article of Association. Mr. Bhatnagar holds office up to the date of the forthcoming AGM and a notice under Section 160(1) of the Act has been received from a member signifying his intention to propose Mr. Bhatnagar’s appointment as Director. Mr. Bhatnagar was also appointed as Managing Director of the Company for a period of 5 years commencing from August 16, 2018 to August 15, 2023. His appointment and the terms and conditions of his appointment including remuneration payable to him, require approval of the members at the ensuing AGM.
The Board on the recommendation of the Nomination and Remuneration Committee appointed Mr. Aldo Cedrona as an Additional Director on May 17, 2019. Mr. Gopal Subramanyam and Ms. Anu Wakhlu as Independent Additional Directors from May 16, 2019.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.
Brief particulars and expertise of directors seeking appointment / re-appointment together with their other directorships and committee memberships have been given in the annexure to the notice of Annual General Meeting in accordance with the requirements of SEBI Regulations and applicable Secretarial Standards.
Key Managerial Personnel
In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:
- Mr. Manish Bhatnagar, Managing Director
- Mr. Chandramowli Srinivasan, Chief Financial Officer
- Mr. Pradeep Bhandari, Company Secretary
The Board of Directors met six times during the year. Details of Board meetings and other Committee meetings of the Board are laid out in Corporate Governance report, which forms part of this annual report.
The Board of Directors has carried out an annual evaluation of its own performance, of the directors individually as well as the evaluation of the Committees, pursuant to the provisions of the Act and SEBI Regulations.
The process followed for Board evaluation includes:
i) Feedback was sought from each Director about their views on the performance of the Board / Committees, covering various criteria such as degree of fulfilment of key responsibilities, effectiveness of Board processes, Board culture and responsibilities to various Committees.
ii) NRC then discussed the above feedback received from all the Directors.
iii) Based on the inputs received Chairman of the NRC also apprised the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.
iv) Post the meeting of the Independent Directors their collective feedback on the performance of the Board was discussed by the Chairman of the NRC with the Chairman of the Board.
v) Significant highlights, learning and action points arising out of the evaluation were presented to the Board and action plans are drawn up wherever required.
In compliance with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with the working of the Company, nature of the industry in which the Company operates, business model of the Company, their roles, rights and responsibilities vis-a-vis the Company etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and is also available on the Company’s website at http://www.skf.com/in/ investors/shareholder-information/index.html.
Appointment of Directors and Remuneration Policy
A policy with well-defined criteria is in place for the selection of candidates for appointment as Directors, Key Managerial Personnel and senior leadership positions. The relevant information has been disclosed in the Corporate Governance Report.
The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013. The details relating to the same are given in the Report on Corporate Governance forming part of this Report. The Board has accepted all recommendations made by the Audit Committee during the year.
Corporate Social Responsibility
The Company has always maintained a high level of social engagement and social responsibilities. The initiatives in the social sphere have always been built on the Company’s Values of “SKF Care” which comprises of four pillars, namely ‘Business care /Employee care/ Environment care and Community care’. Community care has been at the core of SKF business practices and SKF is running multiple initiatives to empower the communities.
Corporate Social Responsibility (“CSR”) Committee reviews and monitors the CSR projects and expenditure undertaken by the Company. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report.
Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification of risks and their rating based on likelihood of the event and the impact it is expected to have on the Company’s operations and performance. The risks that fall under high likelihood and high impact are identified as key risks for which detailed mitigation plans are developed and integrated with the business processes and audit plan.
The Company’s assets continue to be adequately insured against the risk of fire, riot, earthquake, terrorism and the risk of loss of profits also stands insured amongst other things. In addition, adequate coverage has been taken to cover product liability, public liability and Director’s and officer liability. Also, all the employees are covered against the risk of loss of life, hospitalization and personal accident.
A section on Risk management practices of the Company forms a part of “Management Discussion and Analysis” in this Annual Report.
Safety / Sustainability
SKF India continued to work on safety and sustainability aspects of business. We continue to adopt energy conservation initiatives and constantly strive to provide products, services and solutions which are environment friendly and socially viable. The ‘SKF Beyond Zero’ is our strategy for actively reducing the environmental impact of our manufacturing operations, products and supplier actions. Our EHS policy outlines guidelines for conservation and safeguarding of energy, water and natural resources for the entire supply chain and also promotes green procurement.
Safety is a core value of the Company. The Company has adopted a structured approach towards implementation of Safety Policies and Programs to integrate safety with business processes with a goal to continuously improve safety performance Your Company treats any fatality on any of its premises, of any of its employees, contractor/associate employees or any third party, with equal gravitas and is committed to taking the entire working environment and behavior to the highest safety standards.
Directors’ Responsibility Statement
Based on the framework of internal financial controls (IFC) and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost auditor and secretarial auditors including audit of IFC for financial reporting and the reviews performed by the Management and Committees of the Board, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year ended March 31, 2019.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b. appropriate accounting policies have been selected and applied consistently. Judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at March 31, 2019 and of the profit of the Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down and are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws are in place.
Related Party Transactions
In accordance with Section 134(3) (h) of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure IV of this report. All transactions with related parties are approved by the Audit Committee / Board in line with the prevailing regulatory requirements for such transactions including prior omnibus approval of the Audit committee as permitted by law . Statement giving details of the Related Party Transactions entered into against such prior approval taken, is placed before the Audit Committee on a quarterly basis.
The details of related party disclosures form part of the notes to the financial statements provided in this annual report. In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on related party transactions as approved by the Board which is uploaded on the Company’s website and can be accessed at the web-link: http://www.skf.com/binary/83-166889/Policy-on-Related-Party-Transactions-modifed-highlighed-Sept-2014.pdf
None of the Directors and Key Managerial Personnel had any pecuniary relationships or transactions vis-a-vis the Company.
Subsidiaries, Joint Venture and Associates
The Company doesn’t have any Subsidiary or Joint Venture or any Associates as per definition of the Companies Act, 2013.
Vigil Mechanism / Whistle Blower Policy
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standard of professionalism, honesty, integrity and ethical behavior.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors, employees and all other stakeholders to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The Vigil Mechanism Policy provides a mechanism for employees of the Company to also directly approach the Chairman of the Audit Committee of the Company for redressal and the Policy for the same has been disclosed on the Company’s website. “http://www.skf.com/binary/83-166890/ Vigil-Mechanism-Policy-31.07.2014-FINAL.pdf”
Business Responsibility Report
SKF is continuously working to reduce the environmental impact of its business activities and developing products and solutions that benefit the energy, emissions and disposal requirement of the customers.
As required under SEBI Regulations, a Business Responsibility Report is attached and is a part of this annual report.
The Company has not accepted any deposits from the public covered under Chapter V of the Act. No amount on account of principal or interest on deposits from public was outstanding as on March 31, 2019.
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Price Waterhouse & Co Bangalore LLP, Chartered Accountants (Firm Registration No. 0075675S with ICAI), were appointed as Statutory Auditors of the Company for a term of four years, to hold office from the conclusion of 54th Annual General Meeting held on April 23, 2015, until the conclusion of 58th Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.
A certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if made, at ensuing Annual General Meeting would be according to the terms and conditions prescribed under Sections 139 and 141 of the Act and Rules framed there under.
A resolution seeking their appointment, forms part of the Notice convening 58th Annual General Meeting and the same is recommended for your consideration and approval.
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. There have been no qualifications, reservations, adverse remarks or disclaimers in the auditor’s reports, requiring explanation or comments by the Board.
M/s Parikh & Associates, were appointed as Secretarial Auditor of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 to conduct a Secretarial Audit of the Company for 2018-19.. The Report of the Secretarial Auditor is attached as Annexure V of this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse mark or disclaimers. The Company confirms compliance with the requirements of Secretarial Standards 1 and 2 issued by the Institute of the Company Secretaries of India.
M/s. RA & Co. (Firm Registration No. 000242 ), Cost Accountants were appointed as Cost Auditors of the Company for the year 2018-19. The Cost Auditors have confirmed that their appointment meets the requirements of Section 141 of the Companies Act, 2013. The Cost Audit is under process and the Company will submit the Cost Auditors’ report to the Central Government in time. The Cost Audit Report of the Company for the Financial year ended March 31, 2018 was filed within the prescribed time limit.
As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution for seeking members’ ratification for the remuneration payable to M/s RA & Co, Cost Auditor is included in the Notice convening the Annual General Meeting.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Employees to the Audit Committee under Section 142(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
Significant and material orders passed by the Regulators or Courts
There were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations.
Particulars of Employees
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI to this report.
In terms of the first provision to Section 136 of the Act, the Annual Report is being sent to the Members excluding the aforesaid information. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed under the said Rules are related to any Director of the Company.
The year under review witnessed cordial Industrial Relations across all manufacturing locations of the Company.
Building flexibility, driving productivity and driving competence in the factories has been a continuous effort. Training programs for multiskill development are driven by Kushal Skill Centers in all factories. Experienced operators from the shop floor have been developed as internal trainers. The concept of Circle Leaders and Team Leaders which was launched in two factories continue to be a vehicle for development and growth to the blue collar employees. The long term wage settlements signed with the unions also foster flexibility and enhancement in productivity in the factories. The blue collar employees are provided with programs to improve their life skills to develop their personalities which will go a long way to building the culture in the factories. Leadership Development programs were also introduced for Unions and Work Council members to build their competence and also nurture a collaborative way of working.
In order to develop skills and foster togetherness at the workplace, your Company runs multiple training and engagement programs covering a wide range of topics including safety, environment, quality, TPM, and six sigma etc.
Transfer of Unpaid and Unclaimed Amounts to IEPF
Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividends, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.
As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs and subsequent amendment thereof, the Company has transferred shares to such authority in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more.
The Company has sent individual notices to concerned shareholders, whose shares and dividend are liable to be transferred to IEPF Authority to their latest available addresses.
The Company has displayed full details of such shareholders, dividend and shares on its website at www.skf.com/in. Shareholders are requested to verify the details of the shares liable to be transferred as aforesaid.
Particulars of Loans, Guarantees or Investments
The particulars of loans given, investment made or guarantee given or security provided have been disclosed in the financial statements, no fresh loan has been given during the year. The Company did not give any guarantee or provide any security in connection with any loan and did not acquire any securities during the financial year.
Extracts of Annual Return
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of the Annual Return in Form MGT-9 is provided in Annexure VII to this Report.
Policy on Prevention of Sexual Harassment at Workplace
The Company is an equal opportunity provider and consciously strives to build a work culture that promotes the dignity of all employees. Our Policy is gender neutral. The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. All women and men - permanent, temporary or contractual, including service providers, visitors are covered under the policy. This has been widely communicated internally and is uploaded on the Company’s intranet portal. An internal Committee comprising of 14 management staff across locations, including an NGO member is in place. This includes seven women to redress complaints relating to sexual harassment. Besides, in each of the plants, there is at least one nodal person in each region to receive, listen and forward complaints directly to the Committee.
During the year, one complaint which required investigation was received by the Company and the same was investigated and appropriate action was taken. There were no complaints pending at the end of the year. Awareness programs were conducted across the Company to sensitize employees to uphold the dignity of their colleagues at the workplace, particularly with respect to prevention of sexual harassment. A few employees also attended training programmes conducted by an external agency.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo stipulated under under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VIII to the Report.
The Board of Directors take this opportunity to thank its Principals, Aktiebolaget SKF, customers, members, suppliers, employees, bankers and business partners / associates for their exemplary and valued contribution towards the Company.
For and on behalf of the Board
SKF India Limited
May 15, 2019