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SNL Bearings Ltd.

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

BOARD''S REPORT

To,

The Members

SNL Bearings Limited

Your Directors have pleasure in presenting their Thirty Eighth Annual Report together with Audited Accounts for the year ended 31st March, 2018.

1. Financial Results

Year ended 31st March, 2018
Rs. in lakhs

Year ended 31st March, 2017
Rs. in lakhs

Profit before providing for interest & depreciation

1216.99

1080.44

Less : Finance costs

0.83

13.65

Less: Depreciation

79.12

70.77

Profit Before Tax

1137.04

996.02

Tax expenses

315.02

334.42

Profit After Tax

822.02

661.60

Other Comprehensive Income (OCI)

15.58

(3.36)

Add/Less: Balance brought forward from previous year

629.91

214.01

Less: Final dividend on Equity Shares

-

-

Less: Interim Dividend on Equity Shares

--

(180.58)

Less: Additional Income tax on dividend on Equity Shares

(37.76)

Less: Transfer to capital redemption reserve

-

(25.00)

Closing balance of surplus in statement of Profit and loss

1467.51

629.91

2. Operations

Net revenues during the year at Rs. 3831.45 lakhs (previous year Rs. 3348.26 lakhs) are higher by 14 %, The transition to GST created a temporary disruption in the value chain during the first half, but since then, India''s industrial production has displayed a welcome growth revival. This is also supported by the global economic recovery. Your company''s sales to mobility sectors grew in line with market growth, which has been supported by the Government''s thrust on rural spending and infrastructure creation. There is optimism that there will be continued growth in the automotive segments during the current year.

Profit after tax (PAT) has increased by 24% from Rs. 662 lakhs (previous year) to Rs. 822 lakhs on account of higher volumes and helped by lower tax rates. Your company is taking steps to capitalise on the positive environment by enhancing operational efficiencies and scaling up our manufacturing capacities.

3. Dividend

Directors are pleased to recommend a final equity dividend @ Rs. 5/- per share of Rs. 10/- each involving an outgo of Rs. 217.34 lakhs (inclusive of dividend distribution tax) and payable to members/ beneficial owners as per the Register of Members as on 25th July, 2018.

4. Corporate Social Responsibility activities (CSR)

The CSR Committee has defined the areas for contribution and support by the Company. For the year ended 31.3.2018 an aggregate amount of Rs. 16.90 lakhs has been contributed to various organizations doing commendable work for the cause of promoting education to the under privileged sections of society-

i. Scholarship scheme through Vidyasaarathi (VSS), an online platform operated transparently by TISS (Tata Institute of Social Sciences) for needy students, particularly in the state of Jharkhand where Company''s plant is located.

ii. Sankalp - A Pledge to Change, running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.

iii. Indian Cancer Society providing medical facilities and support to affected patients, spreading awareness about cancer.

Detailed report on CSR activities including amount spent is given in Annexure I.

5. Safety, Healthy & Environment

The Company''s plant at Ranch! has been awarded internationally recognized external certification viz. ISO 14001:2004 (for adherence to environmental processes), OHSAS: 18001:2007 (for Health & Safety) and IATF:16949:2015 (quality management system). The Company is in the process of adopting new external certification viz. ISO 14001:2015 (Eliminate or Minimize Environmental Impact).

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

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

6. Public Deposits

During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31.3.2018 there are no fixed deposits with the Company.

7. Extract of Annual Return

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

8. Related Party transactions

Transactions between the Holding Company, NRB Bearings Ltd and co-subsidiary, NRB Bearings (Thailand) Ltd, and associate NRB Industrial Bearings Ltd have taken place in the ordinary course of business. All transactions entered with the related parties have been at arms length and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The individual transactions have been regularly placed before the audit committee and the Board of Directors on a quarterly basis and have been approved in advance.

Details of the remuneration/ sitting fees paid to the Directors and KMP as applicable and all transactions appear under Notes to accounts as note no. 35 to the Annual Accounts. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website.

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

9. Corporate Governance

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.

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

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

10. Internal Control System

There are adequate internal financial controls in place with reference to the financial statements. During the year, the working of the upgraded ERP system has been stabilized to provide required internal finance controls. Further improvements by way of biometric attendance and linked leave records and payroll systems are under trials for implementation. The Internal Auditors have been regularly reviewing the same, and their recommendations for improvements have been included in the ERP upgrade implementation. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.

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

11. Vigil Mechanism

The Company has formulated and implemented the whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Company website. All complaints received are reviewed and investigated by management suitable corrective actions are taken.

12. Directors and Key Managerial Personnel Retirement by Rotation

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

Independent Directors Declaration

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

Mr. J S Maini, Independent Director of the Company has resigned from the Board on 22nd January, 2018 due to his personal commitments. The Board records its appreciation of the valuable contribution made by Mr. Maini to the Board/ Committee proceedings during his tenure of over 15 years.

Brief details of Mr. Vivek Sahai (DIN 01717502), Mr. A S Kohli (DIN 08135020) and Mr. Claude Alex d''Gama Rose (DIN 01494440), who have been appointed as Additional directors of the company with effect from 8th November, 2017 and 17th May, 2018 respectively by the Board of Directors and who hold office upto the date of this Annual General Meeting, are as below:

Mr. Vivek Sahai (66 yrs) holds a MSc. (Physics) degree and passed Civil Services Exam of UPSC from 1972 batch and joined the Indian Railway Traffic Services. He superannuated on 30th June 2011 from the apex position of Chairman Railway Board (CRB) and Principal Secretary to the Government of India. At that time he also concurrently held the post of Member Traffic Railway Board. As CRB he managed a vast force of railway-men in the country numbering over 1.3 million. He was also the Chairman of the Container Corporation, Dedicated Freight Construction Corporation of India Ltd., and Indian Railway Catering and Tourism Corporation from 2010 to 2011. He is Logistics Advisor to ACC Ltd since July 2017.

Mr. A S Kohli (62 yrs) is BE Mech. and has been associated with the holding Company for over 20 years as part of the Senior Management Team responsible for Manufacturing, Quality and Engineering services, including Process Innovations. Since 2007, he has been responsible for the setting up and successful operations of the holding Companies subsidiary at Thailand viz. NRB Bearings (Thailand) Ltd.

Mr. Claude Rose (62 yrs) is a qualified Cost Accountant from ICWA (Institute of Costs and Works Accountants). He was country head of the Continental group in India from January 2010 until his retirement in October 2017. As a Managing Director of Continental Automotive Components India Private Ltd, he built the company and the Continental brand in the Indian automotive industry. He was the Chief Financial Officer of the company before taking over as Managing Director. Prior to his stint with the Continental group, he enjoyed a prolonged engagement with multiple business verticals of Siemens in India.

The Board has decided to appoint Mr. Vivek Sahai & Mr. Claude Rose for a term of five years as Independent Directors and Mr. A S Kohli as Non Executive & Non Independent Director in terms of provisions of section 149 and 152 of the Companies Act, 2013. The Board considers that their association as Director will be beneficial and in the interest of the company. The Directors recommend passing of the resolution set out at item no. 5, 6 & 7 of the accompanying notice.

For the FY 2017-18, the Board has carried out an annual performance evaluation of its own and that of its Committees and individual directors, using various performance evaluation criteria on the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The independent directors - Mr. J D Diwan and Mr. Vivek Sahai have met separately on 28th March, 2018 and have conveyed to the Chairman of the Board, their satisfaction with the working of the Board.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:

Mr. S C Rangani - Director (with financial knowledge & experience), overseeing the

Finance function, certifying as CFO, (no requirement of full time CFO)

Mr. Kamlesh Sondigala* - Company Secretary and Compliance Officer, Mr. KKP Sinha - General Manager, certifying as CEO

* Mr. Kamlesh Sondigala was appointed as Company Secretary w.e.f. 1st December, 2017 on resignation of Mr. Bankim Purohit, Company Secretary of the Company.

13. Directors'' Responsibility Statement

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

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

ii. The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;

iii. proper and sufficient care for the maintenance of adequate accounting records has been taken 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;

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

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

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

14. Particulars of Loans, Guarantees or Investments

Your Company has been rated ''CRISIL AT (upgraded from ''CRISIL A2'') for the Short-term Bank facility and on the Company''s long-term facilities have been re-affirmed at ''CRISIL A/ STABLE'' (Upgraded from ''CRISIL BBB /STABLE'') as on September, 2017.

During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in Mutual Funds has been done with Board''s approval.

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

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

16. Particulars of Employees

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

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

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

a. Measures taken for conservation of energy

During the year, based on the recommendations of the CII Energy Audit Team, which are being implemented in phases at the plant, the company is making all efforts for conservation of energy on a continuous basis.

During F.Y. 17-18, Energy Savings were achieved to the tune of 204218 KWH & Rs. 12.73 lakhs annually by replacing Normal Motors (IEO) with energy efficient motors (IE3), Star/Delta starter with VFD (Variable Feed Drive) and Normal MV Lamp with LED Lights.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on press machines for manufacturing cage bearings by reduction in setup time and resetting time. As a result average production quantity has increased.

Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective. Human capital development, through campus recruitment of technically qualified personnel and training programmes for upgrading existing promising engineers, has been initiated. All efforts are towards developing low cost technological solutions.

c. Foreign exchange earnings & outgo for the year ended 31st March 2018

Foreign Exchange Earnings: Export of goods - Rs. 61.16 lakhs Foreign Exchange Outgo: Raw materials & Components - Rs. 358.27 lakhs Consumables, Spares, tools - Rs. 2.69 lakhs

18. Auditors

Statutory Auditors

Appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditors was approved by the members by way of Postal Ballot on January 05, 2018 to fill the casual vacancy in the office of Company''s auditors caused due to resignation of existing statutory auditors and they hold the office of statutory auditors until the conclusion of ensuing Annual General meeting of the Company.

The Audit Committee and the Board of Directors recommends the re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditors for a further term of five years and suitable resolution for the same has been included in the AGM notice annexed. A certificate from the auditors has been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.

Secretarial Auditors

The Board had appointed Mr. Upendra Shukla, Company Secretary in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure V.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the Company and based on the criteria laid down under the aforesaid rules, your Company is not covered for Cost Audit. However from F.Y. 2018-19, maintenance of prescribed Cost records is applicable to your Company. The Company has initiated measures to ensure that the same are implemented.

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

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

19. Acknowledgements

The Board wishes to acknowledge and express their gratitude for the whole hearted support and cooperation extended by the Shareholders, NRB group, Company''s bankers, customers, suppliers and all employees of the Company for their efforts.

On behalf of the Board

H S ZAVERI

Chairman

Mumbai: May 17, 2018

Annexure I Annual Report on Corporate Social Responsibility (CSR) Activities

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

Sr. No.

Particulars

Remark

1

A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs

Promotion of education, Employment enhancing vocational skills. Promoting social business projects, Contribution to funds set up by Central/State Government''s for social economic development and relief.

2

The Composition of the CSR Committee.

1) Ms. H S Zaveri - Chairman, (NE/NID) 2) Mr. J D Diwan - Member (NE/ID) 3) Mr. S C Rangani - Member (NE/NID) 4) Mr. Vivek Sahai - Member (NE/ID)*

3

Average net profit of the company for last three financial years

Rs. 844.92 lakhs

4

Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

Rs. 16.90 lakhs

5

Details of CSR spent during the financial year. (a) Total amount to be spent for the financial year;

Rs.16.90 lakhs (includes Rs. 0.75 lakhs committed to NSDL -(''Vidyasaarathi'' (VSS) for launching scholarship scheme on VSS portal.)

(b) Amount unspent, if any;

Nil

(c) Manner in which the amount spent during the financial year is detailed below

* Mr. Vivek Sahai co-opted as member of CSR Committee w.e.f. 6th February, 2018

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sr. No.

CSR project or activity identified

Sector in which the project is covered

Projects or programs (1) Local Area or other (2) Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Sub -heads: (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure upto to the reporting period

Amount spent: Direct or through implementing agency*

1

Sankalp - A pledge to change

Provides free education to underprivileged children in slums & villages, free medical camps.

The Co''s plant is located in Ranchi, Jharkhand and the CSR project programs were conducted in Dhanbad, Jharkhand

Rs 7.50 lakhs

Rs 7.50 lakhs

Rs.7.50 lakhs

Sankalp - A pledge to change

2

TISS (Tata Institute of Social Sciences)

Provides education finance in the country through an online platform.

The Co''s plant is located in Ranchi, Jharkhand and the CSR project programs were conducted in Jharkhand

Rs. 5.75 lakhs

Rs.5.75 lakhs

Rs.5.75 lakhs

Through Vidyasaarathi-NSDL-Committed fees Rs. 0.75 lakhs

3

Indian Cancer Society - Rise Against Cancer

Creating Awareness, Detection, Cure and Survivorship of those affected with Cancer.

Social business activity all over India

Rs.3.65 lakhs

Rs.3.65 lakhs

Rs.3.65 lakhs

Indian Cancer Society - Direct

Total

Rs. 16.90 lakhs

Rs. 16.90 lakhs

Rs. 16.90 lakhs

*Give details of implementing agency

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Not Applicable

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company

SD/-

SD/-

Not Applicable

Mr. S C Rangani (Director)

Ms. H S Zaveri (Chairman CSR Committee)

[Person specified under clause (d) of sub-section (1) of section 380 of the Act] (wherever applicable)

Annexure II Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on 31/03/2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : L99999MH1979PLC134191

ii) Registration Date : 05/03/1979

iii) Name of the Company: SNL BEARINGS LIMITED

iv) Category / Sub-Category of the Company : Company limited by shares / Indian Non -Government Company.

v) Address of the Registered office and contact details :

Dhannur, 15, Sir P. M. Road, Fort, Mumbai 400 001, Maharashtra

Email i.d. : kamlesh.Sondigala@snlbearings.in

Web address : www.snlbearings.in

Telephone No. : 022-22663698

Fax No. : 022-22660412

vi) Whether listed company Yes / No: Yes vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Mr. Devanand Dalvi

M/s. Universal Capital Securities Pvt. Ltd.,

21 Shakil Niwas, Opp. Satya Saibaba Temple,

Mahakali Caves, Andheri (East),

Mumbai 400 093

Maharashtra

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the Company

1.

Bushes and Cages

2913

98%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

Sr. No.

Name and Address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1

NRB BEARINGS LTD

L29130MH1965PLC013251

Holding

73.45

2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/HUF

33911

-

33911

0.94

34011

-

34011

0.94

-

b) Central Govt.

-

-

-

-

-

-

-

-

-

c) State Govt.

-

-

-

-

-

-

-

-

-

d) Bodies Corp.

2652762

-

2652762

73.45

2652762

-

2652762

73.45

-

e) Banks/ FI

-

-

-

-

-

-

-

-

-

f) Any other..

-

-

-

-

-

-

-

-

-

Sub-total (A) (1)

2686673

-

2686673

74.39

2686773

-

2686773

74.39

-

(2) Foreign

a) NRIs -Individuals

-

-

-

-

-

-

-

-

-

b) Other -Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corp.

-

-

-

-

-

-

-

-

-

d) Banks/ FI

-

-

-

-

-

-

-

-

-

e) Any Other ...

-

-

-

-

-

-

-

Sub-total (A) (2)

-

-

-

-

-

-

-

-

-

Total Shareholding of Promoters (A) = (A)(1) (A)(2)

2686673

-

2686673

74.39

2686773

-

2686773

74.39

-

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

B. Public Shareholding

(1) Institutions

a) Mutual Funds

-

-

-

-

-

--

-

-

-

b) Banks/ FI

0

50

50

0.00

0

50

50

0.00

0.00

c) Central Govt.

-

--

-

-

-

-

-

-

-

d) State Govt.

-

-

-

-

--

-

-

-

-

e) Venture Capital Funds

-

-

-

-

-

-

-

--

-

f) Insurance Companies

--

-

-

-

-

-

-

-

-

g) FIIs

-

-

-

--

22521

50

22521

0.62

0.62

h) Foreign Venture Capital Funds

-

-

-

--

-

-

-

-

-

i) Others (Specify)

-

-

-

-

-

-

--

-

-

Sub-total (B) (1)

0

50

50

0.00

22521

50

22571

0.62

0.62

(2) Non-Institutions

a) Bodies Corporate

i) Indian

53035

2975

56010

1.55

46895

2975

49870

1.38

(0.17)

ii) Overseas

-

-

--

-

-

-

-

-

-

b) Individuals

i) Individual Shareholders holding nominal sharecapital upto Rs.1 Lakh

484865

138543

623408

17.26

520740

134394

655134

18.14

0.88

ii) Individual Shareholders holding nominal sharecapital in excess of Rs. 1 Lakh

211845

211845

5.87

113535

113535

3.14

(2.72)

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

c) Any Other

i) NRI''s/ OCBs

21817

600

22417

0.62

26253

600

26853

0.74

0.12

ii) Clearing Members

11137

--

11137

0.31

8744

--

8744

0.24

(0.07)

iii) LLP/ Partnership firm

--

0.00

8770

~

8770

0.24

0.24

iv) HUF

-

-

-

0.00

39290

-

39290

1.09

1.09

Sub-total (B) (2)

782699

142118

924817

25.61

764227

137969

902196

24.98

(0.63)

Total Public Shareholding (B) = (B)(1) (B) (2)

782699

142168

924867

25.61

786748

138019

924767

25.61

0.00

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A B C)

3469372

142168

3611540

100.00

3473521

138019

3611540

100.00

0.00

(ii) Shareholding of Promoters

Shareholding at the beginning of the year

Share holding at the end of the year

Sr. No.

Shareholder''s Name

No of Shares

% of total Shares of the Company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the Company

% of Shares Pledged/ encumbered to total shares

%

change in

1

Ms. Harshbeena S. Zaveri

33911

0.94

0

34011

0.94

0

0

2

NRB Bearings Ltd.

2652762

73.45

0

2652762

73.45

0

0

Total

2686673

74.39

0

2686773

74.39

0

0

(iii) Change in Promoters'' Shareholding (Please Specify, if there is no change)

Sr. No.

Shareholder''s Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

1.

Ms. Harshbeena S. Zaveri

At the beginning of the Year

33911

0.94

16/06/2017 Purchase

100

0.00

34011

0.94

At the End of the year

34011

0.94

2.

NRB Bearings Limited

At the beginning of the Year

2652762

73.45

Date wise increase/ decrease

Nil

Nil

At the End of the Year

2652762

73.45

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Shareholder''s Name

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

1

Mustafa Mazahir Khedwala

At the beginning of the year

44000

1.22

26/05/2017 Purchase

4200

0.12

48200

1.33

02/06/2017 Purchase

1004

0.03

49204

1.36

09/06/2017 Purchase

771

0.02

49975

1.38

16/06/2017 Purchase

25

0.00

50000

1.38

18/08/2017 Purchase

600

0.02

50600

1.40

25/08/2017 Purchase

100

0.00

50700

1.40

08/09/2017 Purchase

1000

0.03

51700

1.43

15/09/2017 Purchase

1750

0.05

53450

1.48

22/12/2017 Purchase

1

0.00

53451

1.48

At the end of the year

53451

1.48

2

Anil Kumar Bajaj

At the beginning of the year

24000

0.66

15/12/2017 Sell

-500

-0.01

23500

0.65

At the end of the year

23500

0.65

3

Rimo Capital Fund LP

At the beginning of the year

0

0.00

03/11/2017 Purchase

2500

0.07

2500

0.07

10/11/2017 Purchase

9750

0.27

12250

0.34

17/11/2017 Purchase

1430

0.04

13680

0.38

01/12/2017 Purchase

2341

0.06

16021

0.44

08/12/2017 Purchase

4950

0.14

20971

0.58

30/12/2017 Purchase

900

0.02

21871

0.61

23/02/2018 Purchase

600

0.02

22521

0.62

At the end of the year

22521

0.62

4

Sana Ayub Khan

At the beginning of the year

17500

0.48

28/07/2017 Sell

-1500

-0.04

16000

0.44

18/08/2017 Purchase

850

0.02

16850

0.47

08/09/2017 Purchase

150

0.00

17000

0.47

15/09/2017 Purchase

750

0.02

17750

0.49

30/09/2017 Purchase

333

0.01

18083

0.50

09/03/2017 Purchase

1

0.00

18084

0.50

At the end of the year

18084

0.50

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Shareholder''s Name

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

5

Saharsh Yarn Pvt. Ltd.

At the beginning of the year

20400

0.56

28/07/2017 Sell

-5000

-0.14

15400

0.43

08/12/2017 Sell

-400

-0.01

15000

0.42

At the end of the year

15000

0.42

6

Safir Anand

At the beginning of the year

15976

0.44

21/04/2017 Sell

-976

-0.03

At the end of the year

15000

0.42

7

Mazahir Husaini Khedwala

At the beginning of the year

12500

0.35

26/05/2017 Purchase

500

0.01

13000

0.36

08/09/2017 Purchase

500

0.01

13500

0.37

15/09/2017 Purchase

500

0.01

14000

0.39

30/09/2017 Purchase

1000

0.03

15000

0.42

At the end of the year

15000

0.42

8

Rashida Mazahir Khedwala

At the beginning of the year

10500

0.29

26.05.2017 Purchase

1100

0.03

11600

0.32

28.07.2017 Sell

-600

-0.02

11000

0.30

08.09.2017 Purchase

500

0.01

11500

0.32

30.09.2017 Purchase

500

0.01

12000

0.33

At the end of the year

12000

0.33

9

Shashi Gupta

At the beginning of the year

0

0.00

05.05.2017 Purchase

100

0.00

100

0.00

12.05.2017 Purchase

5000

0.14

5100

0.14

09.06.2017 Purchase

1600

0.04

6700

0.19

07.07.2017 Purchase

3750

0.10

10450

0.29

23.03.2018 Sell

-450

-0.01

10000

0.28

At the end of the year

10000

0.28

10

Sriniwas Seshadri

At the beginning of the year

9955

0.28

02.06.2017 Purchase

45

0.00

10000

0.28

At the end of the year

10000

0.28

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No.

Shareholder''s Name

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

11

Lalit Kumar Poddar

At the beginning of the year

10500

0.29

09/06/2017 Sell

-500

-0.01

10000

0.28

16/06/2017 Sell

-350

-0.01

9650

0.27

21/07/2017 Sell

-350

-0.01

9300

0.26

11/08/2017 Sell

-3616

-0.10

5684

0.16

25/08/2017 Purchase

693

0.02

6377

0.18

08/12/2017 Sell

-500

-0.01

5877

0.16

22/12/2017 Sell

-750

-0.02

5127

0.14

09/02/2017 Sell

-560

-0.02

4567

0.13

At the end of the year

4567

0.13

12

Ritu Garg

At the beginning of the year

19250

0.53

14/04/2017 Sell

-1750

-0.05

17500

0.48

26/05/2017 Sell

-1000

-0.03

16500

0.46

02/06/2017 Sell

-100

0.00

16400

0.45

16/06/2017 Sell

-4400

-0.12

12000

0.33

23/06/2017 Sell

-1513

-0.04

10487

0.29

30/06/2017 Sell

-487

-0.01

10000

0.28

07/07/2017 Sell

-15000

-0.04

8500

0.24

14/04/2017 Sell

-7500

-0.21

1000

0.03

21/07/2017 Sell

-1000

0.03

0

0.00

At the end of the year

0

0.00

13

Keshav Garg

At the beginning of the year

18775

0.52

14/04/2017 Sell

-1500

-0.04

17275

0.48

21/04/2017 Sell

-2301

-0.06

14974

0.41

26/05/2017 Sell

-896

-0.02

14078

0.39

23/06/2017 Sell

-729

-0.02

13349

0.37

30/06/2017 Sell

-703

-0.02

12646

0.35

07/07/2017 Sell

-146

0.00

12500

0.35

14/07/2017 Sell

-500

-0.01

12000

0.33

17/11/2017 Sell

-206

-0.01

11794

0.33

24/11/2017 Sell

-850

-0.02

10944

0.30

01/12/2017 Sell

-1392

-0.04

9552

0.26

08/12/2017 Sell

-9551

-0.26

1

0.00

At the end of the year

1

0.00

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Shareholder''s Name

No. of Shares

% of total Shares of the

No. of Shares

% of total Shares

Company

of the Company

14

Rajiv Garg

At the beginning of the year

16250

0.45

26/05/2017 Sell

-4000

-0.11

12250

0.34

09/06/2017 Sell

-349

-0.01

11901

0.33

16/06/2017 Sell

-901

-0.02

11000

0.30

23/06/2017 Sell

-1000

-0.03

10000

0.28

07/07/2017 Sell

-2168

-0.06

7832

0.22

14/07/2017 Sell

-832

-0.02

7000

0.19

21/07/2017 Sell

-4000

-0.11

3000

0.08

28/07/2017 Sell

-3000

-0.08

0

0.00

At the end of the year

0

0.00

15

Kirit R Mehta

At the beginning of the year

12253

0.34

23.06.2017 Sell

-53

0.00

12200

0.34

30.06.2017 Sell

-324

-0.01

11876

0.33

07.07.2017 Sell

-11876

-0.33

0

0.00

At the end of the year

0

0.00

(v) Shareholding of Directors and Key Managerial Personnel :

Sr. No.

Shareholder''s Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Director

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

1

Ms. Harshbeena S. Zaveri

At the beginning of the year

33911

0.94

16/06/2017 Purchase

100

0.00

34011

0.94

At the End of the year

34011

0.94

2

Mr. S C Rangani

At the beginning of the year

250

0.007

Date wise increase/ decrease

Nil

Nil

250

0.007

At the End of the year

250

0.007

3

Mr. J S Maini (Resigned w.e.f. 22nd January, 2018)

At the beginning of the year

Nil

Nil

Nil

Nil

At the End of the year

Nil

Nil

Nil

Nil

4

Mr. J D Diwan

At the beginning of the year

Nil

Nil

Nil

Nil

At the End of the year

Nil

Nil

Nil

Nil

5

Mr. Vivek Sahai (Appointed w.e.f. 8th November, 2017)

At the beginning of the year

Nil

Nil

Nil

Nil

At the End of the year

Nil

Nil

Nil

Nil

Key Managerial Personnel

6

Mr. Bankim Purohit (Resigned w.e.f. 30th November, 2017)

At the beginning of the year

Nil

Nil

Nil

Nil

At the End of the year

Nil

Nil

Nil

Nil

7

Mr. Kamlesh Sondigala (Appointed w.e.f. 1st December, 2017)

At the beginning of the year

Nil

Nil

Nil

Nil

At the End of the year

Nil

Nil

Nil

Nil

8

Mr. KKP Sinha

At the beginning of the year

50

0.00

At the End of the year

50

0.00

28

(vi) Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtness (Rs. in lakhs)

Indebtedness at the beginning of the financial year

i) Principal Amount

80.95

0

6.11

87.06

ii) Interest due but not paid

0

0

0

0

iii) Interest accrued but not due

0

0

0

0

Total (i ii iii)

80.95

0

6.11

87.06

Change in Indebtedness during the financial year

• Addition

0

0

0

0

• Reduction

62.33

0

2.20

64.43

Net Change

(62.33)

0

(2.20)

(64.43)

Indebtedness at the end of the financial year

i) Principal Amount

18.72

0

3.91

22.63

ii) Interest due but not paid

0

0

0

0

iii) Interest accrued but not due

0

0

0

0

Total (i ii iii)

18.72

0

3.91

22.63

* Security Deposits received from Customers.

(vii) Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.

Particulars of Remuneration

Name of Non-Executive/ Non-independent Directors (Rs in lakhs)

Total Amount (Rs in lakhs)

Ms. H.S. Zaveri

Mr. S.C. Rangani

1.

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

-

-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

~

2.

Stock Option

-

-

-

3.

Sweat Equity

-

-

-

4.

Commission as % of profit _ others, specify...

2.00

2.00

4.00

5.

Others, please specify Sitting Fees (p.a.)

1.47

0.85

2.32

Total (A)

3.47

2.85

6.32

B. Remuneration to Other Directors

Sr. No.

Particulars of Remuneration

Name of Directors (Rs. in lakhs)

Total Amount

(Rs. in lakhs)

Mr. J. S. Maini

(Resigned w.e.f 22.01.2018)

Mr. J. D. Diwan

Mr. Vivek Sahai

(Appointed w.e.f. 8.11.2017)

3. Independent Directors

• Fee for attending board /

0.75

1.47

0.35

2.57

committee meetings

2.00

2.00

4.00

• Commission

..

..

..

..

• Others, please specify

Total (1)

2.75

3.47

0.35

6.57

4. Other Non-Executive Directors

• Fee for attending board / committee meetings

• Commission

• Others, please specify

Total (2)

-

--

--

Total (B)=(l 2)

2.75

3.47

0.35

6.57

Total Managerial Remuneration (A B)

6.22

6.32

0.35

12.89

Overall Ceiling as per the Act

25.22

C. Remuneration to Key Managerial Personnel Other Than Managing Director, Whole-time Directors and/or Manager:

Sr. No.

Name of Company Secretary

Name of Manager

Total Amount

(Rs. in lakhs)

Particulars of Remuneration

Mr. Bankim Purohit (resigned w.e.f. 30.11.2017)

Mr. Kamlesh Sondigala (appointed w.e.f. 01.12.2017)

Mr. K K P Sinha

1.

Gross salary

6.29

1.93

24.67

32.89

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2.

Stock Option

-

-

-

-

3.

Sweat Equity

-

-

-

-

4.

Commission

_ as % of profit _ others, specify...

5.

Others, please specify

-

-

-

-

Total (A)

6.29

1.93

24.67

32.89

(viii) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/ NCLT/ Court]

Appeal made, if any (give details)

Penalty

-

-

-

-

-

Punishment

-

-

-

-

-

Compounding

-

-

-

-

-

Other Officers in Default

Penalty

-

-

-

-

-

Punishment

-

-

-

-

-

Compounding

-

--

-

-

-

Annexure III Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm''s length basis: Not Applicable

(a)

Name(s) of the related party and nature of relationship:

N.A.

(b)

Nature of contracts/arrangements/transactions:

N.A.

(c)

Duration of the contracts / arrangements/transactions:

N.A.

(d)

Salient terms of the contracts or arrangements or transactions

including the value, if any:

N.A.

(e)

Justification for entering into such contracts or arrangements or

transactions:

N.A.

(0

date(s) of approval by the Board:

N.A.

(g)

Amount paid as advances, if any:

N.A.

(h)

Date on which the special resolution was passed in general meeting as

required under first proviso to section 188:

N.A.

2. Details of material contracts or arrangement or transactions at arm''s length basis (a) Name(s) of the related party and nature of relationship:

i) NRB Bearings Limited

Holding Company

ii) NRB Bearings (Thailand) Limited -

Fellow Subsidiary

iii) NRB Industrial Bearings Limited -

Associate Company

(b) Nature of contracts/arrangements/transactions:

i)

NRB Bearings Limited

Sale of Finished Goods;

Purchase of Raw Materials;

Reimbursement of expeness

on behalf of the Company

ii)

NRB Bearings (Thailand) Limited -

Sale of Finished Goods;

Sales Commission;

iii)

NRB Industrial Bearings Limited -

Sale of Finished Goods

(c) Duration of the contracts / arrangements/transactions:

Ongoing Related Party Transactions.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

1) Salient terms of Contract/ arrangements/ transaction:

As mentioned below:

Sr. No.

Name of the Related Parties

Nature of Contract/ arrangements/ transactions

Salient Terms of Contract/ arrangements/ transactions

1

NRB Bearings Limited

Sale/ Purchase of Goods

As per Purchase Orders placed for their requirements of Raw Materials, Components and Finished Products.

2.

NRB Bearings (Thailand) Limited

Sale of Finished Goods

As per Purchase Orders placed for their requirements of Components and/or Finished Products.

3.

NRB Industrial Bearings Limited

Sale of Finished Goods

As per Purchase Orders placed for their requirements of Components and/or Finished Products.

2) Value of the transactions with the related parties:

As mentioned below:

(Rs. in lakhs)

i)

NRB Bearings Limited

Sale of Finished Goods

1930.67

Purchases of Raw Materials

52.48

Reimbursement of expenes on behalf of the Company

6.72

ii)

NRB Bearings (Thailand) Limited

Sale of Finished Goods

33.19

Sales Commission

Nil

iii)

NRB Industrial Bearings Limited

Sale of Finished Goods

1.73

(e)

Date(s) of approval by the Board, if any:

i) 25th May, 2017

ii) 21st July, 2017

iii) 8th November, 2017

iv) 6th February, 2018

(0

Amount paid as advances, if any:

Not Applicable

For and on behalf of the Board of Directors

SNL Bearings Limited

H S Zaveri

Director

Dated: May 17, 2018

Annexure IV

Disclosure of Remuneration under Section 197 (12) of Companies Act, 2013 and Rule 5(1) of the Companies (Appointment And Remuneration) Rules, 2014.

A. STATEMENT SHOWING DETAILS OF MEDIAN REMUNERATION OF THE DIRECTOR/ KMP OF THE COMPANY:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18;

Name of Directors

Remuneration (Rs. In lakhs)

Median Remuneration (Rs. In lakhs)

Ratio

Ms. H S Zaveri, * Non-Executive, Non-independent Director

Nil

N.A.

N.A.

Mr. S C Rangani, * Non-Executive, Non-independent Director

Nil

N.A.

N.A.

Mr. J S Maini * Non-Executive, Independent Director

Nil

N.A.

N.A.

Mr. J D Diwan* Non-Executive, Independent Director

Nil

N.A.

N.A.

Mr. Vivek Sahai* Non-Executive, Independent Director

Nil

N.A.

N.A.

* No remuneration is paid except Sitting fees and Commission.

b. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18;

Name of Directors

Percentage increase in remuneration in the Financial year.

Ms. H S Zaveri, Non-Executive, Non-independent Director

Nil

Mr. S C Rangani, Non-Executive, Non-independent Director

Nil

Mr. J S Maini* Non-Executive, Independent Director

Nil

Mr. J D Diwan Non-Executive, Independent Director

Nil

Mr. Vivek Sahai** Non-Executive, Independent Director

Nil

Mr. Bankim Purohit, Company Secretary***

12%

Mr. Kamlesh Sondigala, Company Secretary****

NA

Mr. KKP Sinha, General Manager

8%

* Mr. J S Maini resigned from the Board w.e.f. 22nd January, 2018

** Mr. Vivek Sahai has been appointed w.e.f. 8th November, 2017

*** Mr. Bankim Purohit resigned from the post of Company Secretary w.e.f. 30th November, 2017

**** Mr. Kamlesh Sondigala appointed as Company Secretary w.e.f. 1st December, 2017

c. The percentage increase in the median remuneration of employees in the financial year;

The median remuneration of employees of the Company was increased by 2% during the Financial year 2017-18. (from Rs. 3.68 lakhs to Rs. 3.74 lakhs p.a.).

d. the Company has 164 number of permanent employees on the rolls of company as on 31 March, 2018;

e. Average percentile increase already made in the salaries of employees other than the managerial personnel and its comparison with the percentile increase in the managerial remuneration and justification thereof.

Average percentile increase in the salaries of employees other than Managerial Personnel is 6% while increase in the Managerial Remuneration is 10%. Average increase in the remuneration of the employees other than the Managerial Personnel and that of the Managerial Personnel is in line with the industry practice and is within the normal range.

f. The remuneration is as per the remuneration policy of the company.

For and on behalf of the Board of Directors

SNL Bearings Limited

H S Zaveri

Director

Dated: May 17, 2018

Annexure V

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014] To,

The Members, SNL Bearings Limited,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SNL Bearings Limited (hereinafter called ''the Company''). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the SNL Bearings Limited for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowing - not applicable since the Company does not have any FDI, ODI or ECB;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act) :-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. I report that during the year under review there was no action/event in pursuance of -

a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

b) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998; and

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Issue and Listing of Debts Securities) Regulations, 2008;

e) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and/or SEBI (Share Based Employee Benefits) Regulations, 2014.

f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client.

(vi) The Acts / Guidelines specifically applicable to the Company: The management has confirmed that there is no specific law as identified and applicable to the Company.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of the Company Secretaries of India; and

b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I report that during the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above.

I further report that -

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed proposal on agenda were sent in advance duly complying with the time limits specified and a system exits for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• As per the minutes of the meeting duly recorded and signed by the chairperson, the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit and also on the review of quarterly compliance reports by respective department heads / Company Secretary, which are reviewed by the Director and taken on record by the Board of Directors of the Company, in my opinion adequate systems and processes and control mechanism exists commensurate with the size and operation of the Company to monitor and ensure compliance with applicable general laws, rules, regulations and guidelines.

I further report that the compliance by the Company of applicable financial laws like direct and indirect tax laws has not been reviewed in this audit since the same has been subject to review by statutory financial audit and other designated professionals.

I further report that during the audit period there was no specific event/action in pursuance to the above referred laws, rules, regulations, standard and guidelines, etc. referred to above, having major bearing on the Company''s affairs.

Place: Mumbai

Date : 17/05/2018

(U.C. SHUKLA)

COMPANY SECRETARY

FCS: 2727/CP: 1654

Director’s Report