The Timken Company | Engineered Bearings & Mechanical ... · 2016-17 2 NOTICE NOTICE is hereby...

2016-2017

CONTENTS PAGE NO.

Notice 2

Board’s Report 17

10 Years’ Highlights 41

Management Discussion & Analysis 42

Corporate Governance Report 45

Independent Auditors’ Report 57

Balance Sheet 64

Cash Flow Statement 66

Notes to Financial Statements 69

56TH ANNUAL GENERAL MEETING Wednesday, the 20th September, 2017 at 4.00 p.m.

Hall of Culture, Nehru Centre,

Dr. Annie Besant Road, Worli,

Mumbai - 400 018.

2016-17

1

BOARD OF DIRECTORS Mr. S. M. Patel - Chairman

Mr. P. M. Patel - Managing Director

Mr. T. M. Patel - Executive Director

Mr. S. S. Patel - Executive Director (w.e.f. 19-10-2016)

Mr. S. K. Diwanji

Mr. J. R. Patel

Mr. N. M. Shah

Ms. J. P. Abraham

CHIEF FINANCIAL OFFICER Mr. S. K. Choudhary

COMPANY SECRETARY Mr. S. B. Desai

AUDITORS Parikh & Shah

Chartered Accountants

COST AUDITORS B. J. D Nanabhoy & Co.

Cost Accountants

SOLICITORS Desai & Diwanji

Advocates & Solicitors

BANKER State Bank of India

REGISTERED OFFICE 402-B, Poonam Chambers,

Dr. Annie Besant Road,

Worli, Mumbai-400 018.

Phone: 022-24964500, 24964501, 66608851

Fax : 022-24950527

E-mail: [email protected]

REGISTRARS & Bigshare Services Pvt. Ltd

TRANSFER AGENTS 1st Floor, Bharat Tin Works Building,

Opp. Vasant Oasis, Makwana Road,

Marol, Andheri (East) Mumbai 400059.

Board No. : 022 62638200

Fax No: 022 6263829


WORKS 1. GIDC Industrial Estate,

Bharuch - 392 015, Gujarat State.

Phone: 02642 - 248223/4, 246353, 227398

Fax : 02642 - 247591


2. Khasra No.122 MI, Central Hope Town,

Village: Selaqui, Tehsil: Vikas Nagar,

Dehradun-248197, Uttarakhand.

2016-17

2

NOTICE

NOTICE is hereby given that the Fifty-Sixth Annual General Meeting of the Members of ABC Bearings Limited

(CIN:L29130MH1961PLC012028) will be held on Wednesday, 20th September, 2017 at 4.00 p.m. at Hall of Culture,

Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400 018, to transact the following business:

ORDINARY BUSINESS:

2017, together with Reports of the Board of Directors and the Auditors thereon.

2. To declare dividend on Equity Shares.

is eligible for re-appointment.

Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and all other applicable provisions, if any, of the

enactment thereof, for the time being in force) and pursuant to the recommendations of the Audit Committee, M/s. Chokshi

& Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W-W100045), be and are hereby appointed as the

year 2017-18 in addition to the reimbursement of actual out of pocket expenses, travelling expenses as may be incurred by

them in the performance of their duties.”

SPECIAL BUSINESS:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions, if any, of the Companies

thereof, for the time being in force), M/s. B. J. D. Nanabhoy & Co., Cost Accountants (Registration No.000011) appointed by

be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as

may be necessary, proper or expedient to give effect to this resolution.”

“RESOLVED THAT pursuant to the provisions of Sections 152,161 and any other applicable provisions, if any, of the

at this Annual General Meeting, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company

of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.”

“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board

and subject to the to the provisions of Sections 196, 197,198 and any other applicable provisions of the Companies Act, 2013,

and Article 188 of the Articles of Association of the Company, Mr. S. S. Patel, (DIN 00012308) be and is hereby appointed

as Executive Director of the Company for a period of three years with effect from 20th September, 2017 on the terms and

conditions as set out in the Draft Agreement to be entered into between the Company and Mr. S. S. Patel, copy whereof

2016-17

3

“RESOLVED FURTHER THAT Mr. S. S. Patel shall be paid token remuneration of Re. 1/- per month as desired by him.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps, including the power

to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board

and Mr. S.S. Patel, subject to such approval as may be necessary, proper and expedient and to do any act, deeds, matters

and things to give effect to this resolution.”

“RESOLVED THAT pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

and subject to the provisions of Sections 181, 188 and other applicable provisions of the Companies Act, 2013 and the Rules

thereunder, the donation of the parcel of land situated at Pandit Jawaharlal Nehru Marg, Lonavala 410401, Maharashtra

along with the structures thereon (“Lonavala Land”) to Manubhai Foundation, a public charitable trust set up in 1966, be and

is hereby approved and that all the incidental expenses in connection with the donation be borne by the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to execute such documents,

writings, agreements, deeds and do such other acts, deeds and things as may be required to put into effect the aforesaid

resolution.”

“RESOLVED THAT pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

and subject to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules

thereunder, the sale of the housing colony having its address as ABC Colony, National Highway No. 8 Zadeshwar Road

Bharuch 392011, Gujarat along with land and other structures thereon (“Bharuch Property”) to Jadeite Properties Private

Limited for a consideration of Rs. 3,15,00,000/-, be and is hereby approved.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to execute such documents,

writings, agreements, deeds and do such other acts, deeds and things as may be required to put into effect the aforesaid

resolution.”


and subject to the provisions of Sections 196,197,198, and other applicable provisions, if any, of the Companies Act, 2013

Companies Act, 2013 and Article 188 of the Articles of Association of the Company, approval of members of the Company be

and is hereby accorded to the reappointment of Mr. S. M. Patel (DIN 00012036) as Executive Chairman of the Company for

a period of three years with effect from 2nd May, 2017, on the terms and conditions, including remuneration as set out in the

Draft Agreement to be entered into between the Company and Mr. S.M. Patel, copy whereof initialled by the Chairman for the

“RESOLVED FURTHER THAT subject to the provisions of Section 198 and other applicable provisions, if any, of the

in the Draft Agreement to be entered into between the Company and Mr. S.M. Patel, as the Minimum Remuneration subject

to the limits laid down in Schedule V to the Companies Act, 2013.”



and Mr. S.M. Patel, subject to such approval as may be necessary, proper and expedient and to do any act, deeds, matters

and things to give effect to this Resolution.”


and subject to the provisions of Sections 196,197, 198, 203 and other applicable provisions, if any, of the Companies Act,

the Companies Act, 2013 and Article 188 of the Articles of Association of the Company, approval of members of the Company

be and is hereby accorded to the reappointment of Mr. P. M. Patel (DIN 00012138) as Managing Director of the Company for

a period of three years with effect from 1st August, 2017, on the terms and conditions, including remuneration as set out in

the Draft Agreement to be entered into between the Company and Mr. P.M. Patel, copy whereof initialled by the Chairman for

2016-17

4

“RESOLVED FURTHER THAT subject to the provisions of Section 198 and other applicable provisions, if any, of the

in the Draft Agreement to be entered into between the Company and Mr. P.M. Patel, as the Minimum Remuneration subject

to the limits laid down in Schedule V to the Companies Act, 2013.”



and Mr. P.M. Patel, subject to such approval as may be necessary, proper and expedient and to do any act, deeds, matters

and things to give effect to this resolution.”

NOTES:

1. The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, in respect of the business under

Item Nos.5 to 11 of the accompanying Notice is annexed hereto.

2. A statement giving the relevant details of the Director seeking re-appointment under item No.3 of the accompanying Notice,

as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in the

Corporate Governance Report.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/

herself and the proxy need not be a member of the Company. The instrument of proxy should, however, be deposited at the

ten per cent of the total share capital of the Company carrying voting rights. A member holding more than ten per cent of the

total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not

act as proxy for any other person or shareholder.

5. Corporate Members intending to send their authorised representatives to attend the Meeting pursuant to Section 113 of the

their respective specimen signatures authorising their representative(s) to attend and vote on their behalf at the Meeting.

6. The Register of Members and Share Transfer Books of the Company will be closed from Monday, the 18th September, 2017

to Wednesday, the 20th September, 2017, for the purpose of dividend, if declared at the Annual General Meeting.

7. Pursuant to Sections 124 and 125 of the Companies Act, 2013, the dividend which remains unclaimed/unpaid for a period of

seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education

and Protection Fund (IEPF) of the Central Government.

The tentative dates for transfer to IEPF of the dividend remaining unclaimed/unpaid since 2009-10 are provided hereunder:

Financial Year Rate (%) Date of declaration of Dividend Tentative dates for transfer to IEPF

2009-10 45% 06.08.2010 12.09.2017

2010-11 60% 29.07.2011 04.08.2018

2011-12 50% 03.08.2012 09.09.2019

2012-13 25% 16.07.2013 22.08.2020

2013-14 20% 17.07.2014 23.08.2021

2014-15 20% 11.08.2015 17.09.2022

2015-16 20% 27.07.2016 02.09.2023

Those members, who have not encashed the dividend warrant/s for the above years, are requested to make their claim

unpaid dividend is transferred to the Investor Education and Protection Fund as above, no claim shall lie in respect thereof

with the Company.

2016-17

5

8. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management

and Administration) Rules, 2014, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the members are provided with the facility to cast their votes electronically, through the remote e-voting services

provided by Central Depository Services (India) Limited (CDSL), on all the resolutions set forth in this Notice.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Sunday, 17th September, 2017 at 9.00 A. M. and ends on Tuesday, 19th September, 2017

at 5.00 P. M. During this period members of the Company, holding shares either in physical form or in dematerialized

form, as on the cut-off date i. e., 13th September, 2017, may cast their vote electronically. The e-voting module shall be

disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders/Members.

(iv) Now Enter your User ID

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in physical form should enter folio number registered with the Company.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used.

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company / Depository Participant are

sticker)

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before

is Ramesh Kumar with sequence number 1 then enter

Dividend Bank

Details

OR Date of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your

demat account or in the Company records in order to login.

• If both the details are not recorded with the depository or company please enter the member

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter

voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting

through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in

this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

2016-17

6

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the resolution and option NO implies

that you dissent to the resolution.

(xiii)Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire resolution details.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi)You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.

and click on Forgot Password & enter the details as prompted by the system.

(xviii)Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The

m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from

the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app

while voting on your mobile.

(xix)Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF and NRI etc.) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.

[email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The

Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they

would be able to cast their vote.

• A scanned copy of the board resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and

e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.

com.

9. The Company has appointed Mr. D. M. Dalal, Practicing Company Secretary as the Scrutiniser for conducting the e-voting

process in fair and transparent manner.

10. A copy of this notice has been placed on the website of the Company and the website of CDSL.

and sale/purchase of the same is required to take place in dematerialised form only. You are advised to get your shares

dematerialised through NSDL or CDSL. They have allotted ISIN Number INE 779A01011. Members are requested in their

12. The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details

furnished by the depositories/members for depositing dividend or payment through Electronic Clearing Service (ECS) to

investors wherever ECS and bank details are available, for distribution of dividend.

13. The Securities and Exchange Board of India vide its Circular No.CIR/MRD/DP/10/2013 dated 21.03.2013, directed that,

henceforth, listed companies shall mandatorily make all payments to Investors, including Dividend to Shareholders, through

RBI approved Electronic mode of payment such as ECS[LECS (Local ECS)/RECS (Regional ECS/NECS (National ECS],

NEFT, etc. In view of this, we appeal to all Shareholders of the Company to furnish the Bank Account details to facilitate

prompt, safe and correct payment of the Dividend, whenever declared. In case, you do not want Electronic payment of the

Dividend, kindly furnish your Bank Account information to the Company.

14. Members seeking any information with regard to Accounts are requested to write to the Company at least 10 days in advance

so as to enable the Company to keep the information ready.

2016-17

7

15. Members are requested to register their e-mail address with the Share Transfer Agent for sending notice/documents through

e-mail.

16. Members are requested to send all future correspondence in respect of their change of address, transfer of shares or any

other query, directly to the Share Transfer Agent at the following address: -

Bigshare Services Pvt. Ltd. Board No. : 022 62638200

1st Floor, Bharat Tin Works Building, Fax No: 022 62638299

Opp. Vasant Oasis, Makwana Road, E-mail: [email protected]

Marol, Andheri (East) Mumbai 400059. Website: www.bigshareonline.com

17. Members are requested to quote their Folio/DP ID Number(s) in all correspondence with the Company’s Share Transfer

Agent.

19. Members are requested to bring their copy of Annual Report to the Meeting.

By Order of the Board of Directors

402-B, Poonam Chambers,


Worli, Mumbai - 400 018. S. B. Desai

Date: 4th August, 2017. Company Secretary

2016-17

8

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.

Item No. 5:

The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment and

March, 2018 payable to the Cost Auditor M/s. B.J.D. Nanabhoy & Co., Cost Accountants, to conduct the audit of the cost records

the Companies (Audit and Auditors) Rules, 2014 , the remuneration payable to the Cost Auditor as recommended by the Audit

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No.5 of the Notice for

Key Managerial Personnel and their relatives are concerned or interested in this resolution.

The Board of Directors recommends the resolution for approval by the members.

Item No. 6:

Mr. S. S. Patel, was appointed as Additional Director by the Board in its meeting held on 19th October, 2016. The tenure of Mr.

S. S. Patel as an Additional Director expires at this Annual General Meeting pursuant to the provisions of Section 161(1) of the

Companies Act, 2013.

The Company has received a written notice from a member under Section 160 of the Companies Act, 2013 along with requisite

desirable to appoint Mr. S. S. Patel as Director liable to retire by rotation.

conditions as prescribed under the Companies Act, 2013 for appointment as Director.

None of the Directors is in any way deemed to be concerned or interested in the aforesaid resolution except Mr. S. S. Patel

himself, Mr. S. M. Patel being his father, Mr. P. M. Patel and Mr. T. M. Patel being his uncles, and as such related to each other.

Except as mentioned above, none of the other Directors, Key Managerial Personnel or their relatives, are concerned or interested

in the proposed resolution.

The Board of Directors recommends the resolution for the approval by the members.

Item No. 7:

The Board of Directors has appointed Mr. S. S. Patel as Executive Director with effect from 20th September, 2017 for a period of

3 years subject to approval of members, on the terms and conditions including remuneration as set out in the Draft Agreement,

which are as under:

A. Salary :

Re. 1/- per month as token as desired by him.

B. Retirement by Rotation:

Mr. S. S. Patel shall be subject to retirement by rotation.

C. Sitting Fees:

Mr. S. S. Patel shall not be paid any sitting fees for attending the meetings of the Board or any Committee thereof.

The particulars set out above may be treated as an abstract of the Agreement, proposed to be entered into between the Company

and Mr. S.S. Patel under the provisions of Section 190 of the Companies Act, 2013.

Considering the vast experience, expertise and knowledge of Mr. S. S. Patel, it is in the interest of the Company that Mr. S. S.

Patel be appointed as Executive Director.

None of the Directors is in any way deemed to be concerned or interested in the aforesaid resolution except Mr. S. S. Patel

himself, Mr. S. M. Patel being his father, Mr. P. M. Patel and Mr. T. M. Patel being his uncles, and as such related to each other.

Except as mentioned above, none of the other Directors, Key Managerial Personnel or their relatives, are concerned or interested

in the proposed resolution.

2016-17

9

The Board of Directors recommends the resolution for approval of the members.

The Draft Agreement, referred to above, to be entered into with Mr. S. S. Patel is available for inspection by the members of the

the date of the Annual General Meeting.

Item No. 8:

The Board of Directors of the Company, at its meeting held on 4th July, 2017 had approved the proposed amalgamation of the

Company with Timken India Limited (“the Transferee Company”) to be undertaken by way of a scheme of arrangement, subject

to receipt of all necessary consents and approvals, including the approval of shareholders and creditors and the sanction of the

Hon’ble National Company Law Tribunal, Mumbai Bench, SEBI, stock exchanges and such other competent authorities as may

be applicable.

Under the Implementation Agreement with the Transferee Company, the Company is permitted to sell, transfer or otherwise

dispose off the land, together with the structures situated at Pandit Jawaharlal Nehru Marg, Lonavala 410401, Maharashtra

(“Lonavala Land”) prior to the above proposed amalgamation.

The Board of Directors of the Company, at its meeting held on 4th July, 2017 had approved the sale, transfer or otherwise disposal

of the Lonavala Land and authorised to advertise the Lonavala Land for sale and invite tenders from interested buyers.

An advertisement for the sale of Lonavala Land was placed by the Company in Economic Times, Mumbai and Pune editions on

7th July, 2017 to invite tenders from interested buyers for the Lonavala Land. Only one offer was received by the Company for

purchase of the said Lonavala Land, which was also later withdrawn.

As the Company did not receive any valid offer for the Lonavala Land, the Audit Committee at its meeting held on 4th August,

2017, examined the option of donating the said Lonavala Land.

In the above background, Mr.S. B. Desai, Company Secretary informed the Board that Late Shri Manubhai Patel took over the

management of The Antifriction Bearings Corporation Limited (now known as ABC Bearings Limited) in mid 1960’s at the time

and leadership were instrumental in transforming and growing the Company into what it is today and delivering tremendous

returns to the Company’s shareholders during the period.

Late Shri Manubhai Patel established a public charitable trust, Manubhai Foundation, in 1966 at the time when the concept of

Corporate Social Responsibility was at a very nascent stage. The Foundation’s main objects are education, medical relief and

relief from poverty. The Foundation continues to do good work in this direction.

The Company has always channelled its charitable donations through this Foundation.

The Company obtained two valuation reports, one from Dadbhawala Architects, Engineers and Valuers Pvt. Ltd., Approved

Valuer, dated 11.07.2017, valuing the Lonavala Land at Rs. 23,90,48,000/- and other from Pravin R. Shaha, Approved Valuer,

dated 13.07.2017 valuing the same at Rs. 23,99,24,485/-. (“Valuation Reports”).

Given that not even one valid offer was received and in view of the Valuation Reports received, the Audit Committee at its meeting

held on 4th August, 2017, after detailed deliberations, recommended to the Board for its approval donating the Lonavala Land

to commemorate the memory of late Shri Manubhai Patel and assist the Manubhai Foundation to continue with its laudable

objectives. The Audit Committee also recommended that Board approves the Company to bear all the incidental expenses that

are required to be incurred for the purpose of completing the transaction. The Board of Directors vide its resolution dated 4th

August, 2017 approved the aforesaid donation along with incidental expenses to be borne by the Company subject to the approval

of the shareholders of the Company.

The Company has been advised that there will be no tax liability arising on the Company in donating the land.

As per the provisions of Section 181 of the Companies Act 2013, the Board of Directors of the Company may contribute to any

Since the value of the Lonavala Land as per the Valuation Report is Rs. 23,90,48,000/-, which exceeds 5% of the Company’s

The approval of the Shareholders is also required under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 since it is a related party transaction by virtue of the fact that

Mr. Sudhir M. Patel and Mr. Sahir S. Patel are trustees of the said Foundation (“Related Party Transaction”).

2016-17

10

Particulars of the Related Party Transaction are as follows:

a) Name of the Related Party – Mr. Sudhir M. Patel and Mr. Sahir S. Patel, in their capacity as trustees of Manubhai Foundation.

b) Name of the Director or Key Managerial Personnel who is related, if any – Mr. Sudhir M. Patel and Mr. Sahir S. Patel.

c) Nature of Relationship – Mr. Sudhir M. Patel and Mr. Sahir S. Patel are trustees of Manubhai Foundation.

d) Nature, material terms, monetary value and particulars of the contract or arrangement – The contract to be executed for the

purpose of the said donation is the Gift Deed. Being a Gift Deed, there will be no monetary value.

e) Any other information relevant or important for the Board/Members to take a decision on the proposed resolution – None.

Except for Mr. Sudhir M. Patel, Mr. Pradip M. Patel, Mr. Tanuj M. Patel and Mr. Sahir S. Patel, none of the other Directors, Key

No. 8. Mr. Sudhir M. Patel and Mr. Sahir S. Patel are interested in the resolution at Item No 8, by virtue of being trustees of the

aforesaid trust. Mr. Pradip M. Patel and Mr. Tanuj M. Patel are interested by virtue of being relatives of Mr. Sudhir M. Patel and Mr.

The members are further informed that no member/s of the Company, being a related party in relation to the transaction or having

any interest in the resolution as set out at item no. 8, shall be entitled to vote on this resolution.

A copy of the Draft Gift Deed for the aforesaid donation and the Valuation Reports shall be available for inspection by the

Annual General Meeting of the Company.

In view of the above, the Board of Directors recommends the resolution at Item No. 8 for the approval of the shareholders as an

ordinary resolution.

ITEM NO. 9

The Board of Directors of the Company, at its meeting held on 4th July, 2017 had approved the proposed scheme of amalgamation

of the Company with Timken India Limited (“the Transferee Company”) to be undertaken by way of a scheme of arrangement,

subject to receipt of all necessary consents and approvals, including the approval of shareholders and creditors and the sanction

of the Hon’ble National Company Law Tribunal, Mumbai Bench, SEBI, stock exchanges and such other competent authorities as

may be applicable.

Under the Implementation Agreement with the Transferee Company, the Company is permitted to sell, transfer or otherwise

dispose off the housing colony situated on residential land and having its address as ABC Colony, National Highway No. 8,

Zadeshwar Road, Bharuch 392011, Gujarat along with land and other structures thereon (“Bharuch Property”) prior to the above

proposed amalgamation.

The Board of Directors of the Company at its meeting held on 4th July, 2017 had approved the sale, transfer or otherwise disposal

of the Bharuch Property.

Mr. Tanuj Patel, Executive Director, was instrumental in setting up the Bharuch unit in 1979 which was a Government declared

backward area, with hardly any infrastructure facilities requiring development to uplift the local economy in that region. In order

to ensure that the unit became successful, he moved his residence with his family from Mumbai to the backward area of Bharuch

and has been residing at ABC Colony for over 35 years. In view of the sentiments attached, the promoter group has decided to

acquire the Bharuch Property at better than market value.

The Company was desirous of selling the Bharuch Property and hence, obtained the Valuation Reports from Dadbhawala Architects,

Engineers and Valuers Pvt. Ltd., Approved Valuer, dated 11.07.2017, valuing the Bharuch Property at Rs. 3,07,06,500/-, Deepak

B. Mahajan, Approved Valuer, dated 11.07.2017 valuing the same at Rs. 2,92,34,000/- and Pravin R. Shaha, Approved Valuer,

dated 13.07.2017 valuing the same at Rs. 3,00,40,423/-.

The Company has received the offer from the promoter group to purchase the said property through Jadeite Properties Private

Limited, a promoter group company for a consideration of Rs. 3,15,00,000/-, which is higher than the market value.

Considering the location of the Bharuch property and the Valuation Reports received, the said offer seems fair and reasonable.

The Audit Committee at its meeting held on 4th August, 2017 recommended and the Board vide its resolution dated 4th August,

2017 approved sale of Bharuch Property to Jadeite Properties Private Limited.

The said promoter group Company is controlled by Mr. Sudhir M. Patel and Mr. Tanuj M. Patel, the promoters of the Company and

accordingly, sale of Bharuch Property to such company will be a related party transaction (“Related Party Transaction”).

2016-17

11

Particulars of the Related Party Transaction are as follows:

a) Name of the Related Party – Jadeite Properties Private Limited.

b) Name of the Director or Key Managerial Personnel who is related, if any – Mr. Sudhir M. Patel and Mr. Tanuj M. Patel.

c) Nature of Relationship – Mr. Sudhir M. Patel and Mr. Tanuj M. Patel are promoters and hold 100% shares of Jadeite Properties

Private Limited.

d) Nature, material terms, monetary value and particulars of the contract or arrangement – The contract to be executed for the

purpose of the said sale is the Conveyance Deed for consideration of Rs. 3,15,00,000/-.

e) Any other information relevant or important for the Board/Members to take a decision on the proposed resolution – None.

As per provisions of Section 188 of the Companies Act, 2013 the transaction is subject to approval of shareholders of the

Company by way of an ordinary resolution.

The approval of shareholders is also required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 since the said sale is a related party transaction by virtue of the fact that the said promoter group company is

controlled by Mr. Sudhir M. Patel and Mr. Tanuj M. Patel, the promoters of the Company (“Related Party Transaction”).

Except for Mr. Sudhir M. Patel, Mr. Pradip M. Patel, Mr. Tanuj M. Patel and Mr. Sahir S. Patel, none of the other Directors, Key

No. 9. Mr. Sudhir M. Patel and Mr. Tanuj M. Patel are interested in the resolution at Item No 9, by virtue of being Directors and

shareholders of Jadeite Properties Private Limited. Mr. Pradip M. Patel and Mr. Sahir S. Patel are interested by virtue of being

relatives of Mr. Sudhir M. Patel and Mr. Tanuj M. Patel.

The members are further informed that no member/s of the Company, being a related party in the transaction or having any

interest in the resolution as set out at item No. 9, shall be entitled to vote on this resolution.

A copy of the Draft Conveyance Deed and the Valuation Reports shall be available for inspection by the members at the registered

of the Company.

In view of the above, the Board recommends the resolution set forth in item No. 9 for the approval of the shareholders as an

ordinary resolution.

ITEM No. 10

The members at the 53rd Annual General Meeting held on 17th July, 2014 approved the appointment and payment of remuneration

to Mr. S. M. Patel, Executive Chairman from 02.05.2014 to 01.05.2017. The Directors have at their meeting held on 24th May,

2017 re-appointed Mr. S.M. Patel as Executive Chairman for a further period of 3 years with effect from 2nd May, 2017 subject

to the approval of members, on the terms and conditions, including the remuneration as set out in the draft agreement, which are

as under:

A. Salary

In the range of Rs.9,00,000/-– Rs.11,00,000/- per month as the Board/Nomination and Remuneration Committee of Directors

may decide from time to time.

B. Perquisites & Allowances:

a. Accommodation (furnished/unfurnished) or House Rent Allowance in lieu thereof;

b. Maintenance and upkeep, all monthly outgoings, cost of repairs, furnishings, payment of actual expenses for gas,

electricity, water;

c. Reimbursement of actual expenditure on medical treatment for self and dependent family members;

d. Leave travel for self and dependent family members;

e. Subscription to club fees and other expenses incurred at the club;

f. Medical/accident insurance;

g. Car with driver maintained and fuelled by the Company for the use of Mr. S. M. Patel and his family;

h. Other perquisites subject to overall ceiling of remuneration stipulated in Section 197 of the Companies Act, 2013.

2016-17

12

For the purpose of calculating the above ceiling, perquisites shall be evaluated as per Income Tax Rules wherever applicable

and in the absence of any such rules, perquisites shall be evaluated at actual cost.

D. Minimum Remuneration:


E. Retirement by Rotation:

Mr. S. M. Patel shall be subject to retirement by rotation.

F. Sitting Fees:

The Executive Chairman shall not be paid any sitting fees for attending the meetings of the Board or any Committee thereof.


and Mr. S.M. Patel under the provisions of Section 190 of the Companies Act, 2013.

As per the provisions of Section 197 read with Schedule V to the Companies Act, 2013, Special Resolution is proposed for

payment of remuneration to Mr. S. M. Patel.

Special Resolution is also proposed for appointment of Mr. S. M. Patel pursuant to the provisions of Section 196(3) of the

Companies Act, 2013, since he has attained the age of 70 years.

None of the Directors is in any way deemed to be concerned or interested in the aforesaid resolution except Mr. S. M. Patel

himself, Mr. P. M. Patel and Mr. T. M. Patel being brothers, Mr. S. S. Patel being his son and as such related to each other.


The Draft Agreement, referred to above, to be entered into with Mr. S. M. Patel is available for inspection by the members of the


Item No. 11:

The members at the 53rd Annual General Meeting held on 17th July, 2014 approved the appointment and payment of remuneration

to Mr. P. M. Patel, Managing Director from 01.08.2014 to 31.07.2017. The Directors have at their meeting held on 24th May, 2017

re-appointed Mr. P.M. Patel as Managing Director for a further period of 3 years with effect from 2nd August, 2017 subject to the

approval of members, on the terms and conditions including the remuneration as set out in the Draft Agreement, which are as

under:

A. Salary:

In the range of Rs.9,00,000/- – Rs.11,00,000/- per month as the Board/Nomination and Remuneration Committee of Directors

may decide from time to time.

B. Perquisites & Allowances:

a. Accommodation (furnished/unfurnished) or House Rent Allowance in lieu thereof;

b. Maintenance and upkeep, all monthly outgoings, cost of repairs, furnishings, payment of actual expenses for gas,

electricity, water;

c. Reimbursement of actual expenditure on medical treatment for self and dependent family members;

d. Leave travel for self and dependent family members;

e. Subscription to club fees and other expenses incurred at the club;

f. Medical/accident insurance;

g. Car with driver maintained and fuelled by the Company for the use of Mr. P. M. Patel and his family;

h. Other perquisites subject to overall ceiling of remuneration stipulated in Section 197 of the Companies Act, 2013.

2016-17

13

For the purpose of calculating the above ceiling, perquisites shall be evaluated as per Income Tax Rules wherever applicable

and in the absence of any such rules, perquisites shall be evaluated at actual cost.

D. Minimum Remuneration:


E. Retirement by Rotation:

Mr. P.M. Patel shall be subject to retirement by rotation.

F. Sitting Fees:

The Managing Director shall not be paid any sitting fees for attending the meetings of the Board or any Committee thereof.


and Mr. P.M. Patel under the provisions of Section 190 of the Companies Act, 2013.

As per the provisions of Section 197 read with Schedule V to the Companies Act, 2013, Special Resolution is proposed for

payment of remuneration to Mr. P. M. Patel.

Special Resolution is also proposed for appointment of Mr. P. M. Patel pursuant to the provisions of Section 196(3) of the

Companies Act, 2013, since he will attain the age of 70 years on 5th November, 2017.

None of the Directors of the Company is in any way deemed to be concerned or interested in the aforesaid resolution except Mr.

P.M. Patel himself, Mr. S.M. Patel and Mr. T.M. Patel being brothers, Mr. S. S. Patel being his nephew and as such related to

each other.


The Draft Agreement, referred to above, to be entered into with Mr. P.M. Patel is available for inspection by the members of the


By order of the Board of Directors



Worli, Mumbai-400 018.

Place : Mumbai S. B. Desai

Date : 4th August, 2017 Company Secretary

2016-17

14

IN ACCORDANCE WITH THE REQUIREMENTS OF SCHEDULE V TO THE COMPANIES ACT, 2013, A STATEMENT

PROVIDING THE REQUIRED INFORMATION FOR THE APPOINTMENT AND PAYMENT OF REMUNERATION TO

MANAGERIAL PERSONNEL IS GIVEN BELOW:

I General Information

1. Nature of Industry : ABC Bearings Limited is in the business of manufacturing and selling

of various types of Bearings.

2. Date or expected date of commencement

of commercial production

: The Company is having plants at Bharuch in Gujarat and Dehradun in

Uttarakhand and all these plants are already in Commercial Production.

3. In case of New Companies, expected

date of commencement of activities as per

projects approved by Financial Institutions

appearing in the prospectus.

: Not Applicable

4. Financial Performance based on given

indicators.

: Financial Year: 2016-17 a) Effective Capital R14533.73 lacs.

b) Total Income R R 1184.70 lacs. Dividend

declared R 231.00 lacs.

5. Export performance and net Foreign

Exchange collaborations.

: During the year ended 31st March, 2017, the Company has earned

foreign exchange equivalent to R 139.02 lacs.

6. Foreign investments or collaborators, if

any.

: The Company has not made any investments.

II Information about the appointee

1. Name : Mr. S.M. PATEL MR. P.M. PATEL MR. S. S. PATEL

2.

Number (DIN)

: 00012036 00012138 00012308

3. Background details : Mr. S.M. Patel is a Director

of the Company having been

associated with the Company

for more than two decades.

He is working in the capacity

of Executive Chairman since

2011.

Mr. P.M. Patel is a Director

of the Company having been


since last four decades. He

is working in the capacity of

Managing Director since 1991.

Mr. S. S. Patel was

appointed as Director

of the Company in the

Board Meeting held

on 19.10.2016 and is

proposed to be appointed

as Executive Director in

the notice.

4. Past remuneration : Mr. S.M. Patel, Executive

Chairman was drawing

a monthly basic salary of

R9,60,000/- (Rupees Nine

Lacs Sixty Thousand only)

plus other allowances and

perquisites.

Mr. P.M. Patel, Managing

Director was drawing a monthly

basic salary of R9,60,000/-

(Rupees Nine Lacs Sixty

Thousand only) plus other

allowances and perquisites.

Not Applicable

5. Recognition/Awards. : Ex-President of Ball and

Roller Bearing Manufacturers

Association of India (BRBMA).

Presently a Member of the

Executive Committee of

BRBMA.

2016-17

15

6.

suitability

: Mr. S. M. Patel has

Accountancy & Finance and

C.A. (Inter) Kenya and has

been associated with the

Company as a Director for

the last 24 years out of which

he has been Non Executive

Chairman for 10 years and

Executive Chairman with

effect from 2nd May, 2011.

He was actively involved

as Financial Advisor to the

Company for seven years.

Under his able guidance, the

Mr. P. M. Patel is a graduate

from University of Bombay with

M.B.A. from USA and has been


since last four decades.

He has been responsible for

the operations of the Company

under the superintendence,

direction and control of the

Board.

Under his able leadership, the

Company has grown manifold.

Due to his expertise in the

Management, the Company

could build an enviable brand-

equity for the Company through

sustained quality standards in

its product.

Mr. S. S. Patel has more

than 20 years experience in

manufacturing and service

sectors, with strong project

management, analytical,

managerial and leadership

skills.

7. Remuneration

proposed

:

position of the Company

and his responsibility and

role in the development of

the Company, it is proposed

to pay him the above

remuneration as Minimum

Remuneration.

position of the Company and

his responsibility and role in the

development of the Company,

it is proposed to pay him

the above remuneration as

Minimum Remuneration.

Rupee 1/- as token

remuneration as desired

by him.

8. Comparative

with respect to

industry, size of the

of the position and

person.

: Mr. S. M. Patel is Diploma

in Accountancy & Finance

and C.A. (Inter) Kenya and

has working experience of

over 25 years. The present

job responsibilities of the

appointee are monitoring

the business activities of

the Company and advising

the Board of Directors.

Accordingly keeping in view,

the present scenario of

high package being offered

by MNC/Class A Indian

Corporates, the proposed

remuneration package of

the appointee matches the

prevailing remuneration

package in the concerned

industry and size of the

etc.

Mr. P.M. Patel is a graduate

from University of Bombay

with M.B.A. from USA and has

working experience of over

40 years. The present job

responsibilities of the appointee

are – control on business

operations, implementation of

business policies, expansion

of business activities in India

and abroad and maintaining

quality standards of the product.

Accordingly keeping in view,

the present scenario of high

package being offered by MNC/

Class A Indian Corporates,

the proposed remuneration

package of the appointee

matches the prevailing

remuneration package in the

concerned industry and size of

etc.

Not Applicable

9. Any pecuniary

Relationship

: Mr. S.M. Patel is a Director

of the Company. Further, he

is related to Mr. P.M. Patel,

Mr. T.M. Patel and Mr. S.

S. Patel, Directors of the

Company.

Mr. P.M. Patel is a Director of

the Company. Further, he is

related to Mr. S.M. Patel, Mr.

T.M. Patel and Mr. S. S. Patel,

Directors of the Company.

Mr. S.S. Patel is a Director

of the Company. Further,

he is related to Mr. S.M.

Patel, Mr.P.M. Patel and

Mr.T. M. Patel, Directors of

the Company.

2016-17

16

III Other information

1. : Severe competition with Original Equipment Manufacturers in Automotive

Division affected the business activities. Further, demonetization and

shift to Bharat Stage IV slowed down the sales.

2. Steps taken or proposed to be taken for

improvement

:

dependency on Original Equipment Manufacturers from 70% to 50%.

The Company added new customers, both domestic and abroad. The

Company has also developed different types of industrial and automotive

bearings for industries and the same have been very well received by the

customers.

3. :

and the Company is hopeful of achieving increase of 7% in productivity.

IV Disclosures : The Remuneration package proposed to be paid to Mr. S.M. Patel,

Executive Chairman and Mr. P.M. Patel, Managing Director, is as per

the Resolution given in the Notice.

2016-17

17

BOARD’S REPORT

To the Members,

Your Directors are pleased to present the Fifty-Sixth Annual Report with the Audited Statements of Accounts for the year ended

31st March, 2017.

FINANCIAL RESULTS:

Year ended

31.03.2017

R in Lacs

Year ended

31.03.2016

R in Lacs

3538.54 2787.65

Less: Finance Costs 513.37 697.84

Depreciation 1257.74 1251.49

1767.43 838.32

Less: Provision for tax

Current Tax 380.00 180.00

MAT credit entitlement (83.95) (172.98)

Deferred Tax (Charge)/Credit 286.68 283.35

1184.70 547.95

Add: Balance brought forward from previous year 1168.43 998.51

Amount available for appropriations 2353.13 1546.46

Appropriations:

Proposed Dividend* – 231.00

Tax on proposed dividend* – 47.03

Transfer to General Reserves – 100.00

Balance carried to Balance Sheet 2353.13 1168.43

2353.13 1546.46

statements.

OPERATIONS:

Automotive Division:

The sales of Commercial Vehicles segment in which your Company is focused progressed well upto October 2016 registering

a good growth of 7%, however, thereafter it was strongly affected by demonetization and further by the mandatory shift to

introduction of Bharat Stage IV norms. Retail sales of Commercial Vehicles further slowed down as buyers delayed their decision

to purchase vehicles in the anticipation of savings in purchase price through introduction of GST.

The Commercial Vehicle Industry registered a modest growth of 3% for the year.

The sales of tractors was more encouraging than commercial vehicles however, the effects of demonetization and introduction of

GST hampered the annual numbers. The Domestic Industry grew at healthy rate of 16%.

The commercial vehicle and tractor industries are more prone to cyclic effect and the Company’s sale was in line with the cyclic

effect of these two segments.

2016-17

18

The Company has taken steps to ensure continuous growth in sales in other segments. The efforts put in by the Company have

started giving positive results as shown below:

(R In Crores)

0.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

160.00

180.00

200.00

2012-13 2013-14 2014-15 2015-16 2016-17

Grey- Sales from other segment

Black-Sales from Auto & Tractor segment

For 2017-18, monsoon is expected 96% of the normal. Government initiatives in the budget for rural economic growth and the

GST implementation planned from July, 2017 should bring good market conditions across all the segments though we expect

Industrial and Big Bearing Division:

There are more than 2000 bearings in this segment. The applications for the bearings supplied are very critical and therefore the

bearings need to pass through many quality and approval processes at the users end leading to long validation period. Due to this,

the users are reluctant to change over from their current source of supply, posing an additional challenge for entry for new customers.

The Company has initiated many plans to mitigate the various challenges faced with sales and production of the bearings

manufactured in this Division. While the process is slow these bearings are gradually being accepted by customers and the sales

trend is positive.

The trend in sales of industrial bearings is shown below:

(R In Crores)

0.00

2.00

4.00

6.00

8.00

10.00

12.00

2012-13 2013-14 2014-15 2015-16 2016-17

Industrial Sales trend

DIVIDEND:

The Directors recommend a dividend of R

the forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of

Depository Limited and Central Depository Services (India) Limited as on that date.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

for remittance to the Investor Education and Protection Fund established by the Central Government on 12th September, 2017.

2016-17

19

SALE OF SHARES:

During the year under review the Company has sold its entire 2.5% equity stake in NSK-ABC Bearings Private Ltd. to NSK India

Sales Company Pvt. Ltd., pursuant to the terms of a the Share Purchase Agreement.

PROPOSED MERGER:

The Board of Directors at its meeting held on 4th July, 2017 has approved the merger of the Company into Timken India Limited

through a Scheme of Amalgamation and Arrangements.

The Scheme is subject to the approval of the shareholders and creditors of ABC Bearings Limited, approval of the regulatory

authorities and the sanction of the National Company Law Tribunal.

FIXED DEPOSITS:

QUALITY CERTIFICATIONS:

DIRECTORS’ RESPONSIBILITY STATEMENT:

the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and

controls were adequate and effective during the year ended 31st March, 2017. Accordingly, pursuant to Section 134(5) of the

Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no

material departures therefrom;

ii. they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations

consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the

provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud

and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

adequate and were operating effectively during the year ended 31st March, 2017; and

vi. proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were

adequate and operating effectively during the year ended 31st March, 2017.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. P.M. Patel retires by rotation and being

eligible, offer himself for reappointment. Necessary resolution is being proposed for his reappointment as Director at the ensuing

Annual General Meeting of the Company. A brief resume and particulars relating to him are given separately under the report on

Corporate Governance.

Mr. S. S. Patel was appointed as Additional Executive Director at the Board Meeting held on 19.10.2016. Necessary resolution

is being proposed for his appointment as Director at the ensuing Annual General Meeting of the Company. A brief resume and

particulars relating to him are given separately under the report on Corporate Governance.

An ordinary resolution is proposed to appoint Mr. S. S. Patel as Executive Director for a period of 3 years with effect from

20th September, 2017.

Special Resolutions are proposed to reappoint Mr. S. M. Patel, Executive Chairman and Mr. P. M. Patel, Managing Director for a

period of three years with effect from 2nd May, 2017 and 1st August, 2017 respectively. A brief resume and particulars relating to

them are given separately under the report on Corporate Governance.

2016-17

20

KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as KMP as on 31st March, 2017:

• Mr. P.M. Patel, Managing Director

• Mr. S.B. Desai, Company Secretary

None of the Key Managerial Personnel has resigned during the year ended 31st March, 2017.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have carried out annual performance evaluation of the Board of Directors as a whole and have come to the conclusion that the Board meets expectations.

INDEPENDENT DIRECTORS’ DECLARATION:

the criteria of independence as envisaged in the provisions of Section 149 of the Companies Act, 2013, read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee comprises of Mr. S. M. Patel, Chairman, Mr. T. M. Patel, and Mr. Jal R. Patel, are members which is as per Section 135 of Companies Act, 2013.

Your Company has formulated a Comprehensive CSR policy in line with the Companies Act, 2013. In line with the CSR policy, the following activities are undertaken by the Company:

• Shouldering Education Responsibility.

600 students.

• We provide facility for outdoor and indoor sports and activities through a Sports Complex at Bharuch.

• For the Youth:

An Academy is established to coach youngsters in cricket and other outdoor sport.

• Providing shelter and food to the needy in disaster situation.

• We have established facility for processing part of the waste generated by the Company to produce organic fertilizer. We assist neighbouring establishments to set up such facilities. The fertilizer produced is not only used by the Company but also public at large and whoever requires the same.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) Rules, 2014, is set out as “Annexure (A)”.

AUDITORS:

Statutory Auditors:

The term of existing auditor viz. M/s. Parikh & Shah, Chartered Accountants, will expire at the conclusion of ensuing 56th Annual General Meeting pursuant to the provisions of Section 139(2) of the Companies Act, 2013. The Board proposes to appointM/s. Chokshi and Chokshi LLP, Chartered Accountants, bearing Firm Registration No. 101872W-W100045 as the Statutory Auditors as recommended by Audit Committee for a term of 5 years commencing from the conclusion of 56th Annual General

required under the provisions of Section 139 and Section 141 of the Companies Act, 2013, the Company has received a written

in the said Section.

A proposal seeking appointment of M/s. Chokshi and Chokshi LLP, Chartered Accountants, as the statutory Auditors of the Company is provided as a part of the Notice convening the ensuing 56th Annual General Meeting.

Secretarial Auditor:

Mr. D.M. Dalal, a Practising Company Secretary, was appointed as Secretarial Auditor, to carry out Secretarial Audit of the Company. In terms of provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit Report has been annexed to this

Report Annexure “(B)”.

2016-17

21

Cost Auditors:

M/s. B.J.D. Nanabhoy & Co., Cost Accountants, were appointed as Cost Auditors to carry out the audit of the cost records of the Company for the Financial Year ended 31st March, 2017. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors propose their re-appointment for the year ending 31st March, 2018.

or comments by the Board.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out as Annexure “(C)” to this Report.

RELATED PARTY TRANSACTIONS:

ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there were no transactions with related party which qualify as material transactions under the Listing Regulations.

The transactions with related party were reviewed and approved by the Audit Committee.

The policy on Related Party Transactions as approved by the Board is posted on the Company’s website.

In terms of provisions of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Form AOC-2 is set out in Annexure “(D)”.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure “(E)” to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names of the top ten employees in term’s of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rules forming part of this report is given in the Annexure to this Report. However, pursuant to provisions of Section 136(1) of Companies Act, 2013 all reports and accounts are sent to all the shareholders of the Company except this annexure. Any shareholder, interested in inspecting this report, can visit

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, have been appended to this Report Annexure “(F)”.

MANAGEMENT’S DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed review of operations, performance and future outlook of the Company is covered under separate Annexure to this report as Management’s Discussion and Analysis Annexure “(G)”.

CORPORATE GOVERNANCE:

A separate Section on Corporate Governance is included in the Annual Report in accordance with SEBI (Listing Obligations

Corporate Governance and the same is annexed thereto Annexure “(H)”.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Jal R. Patel, Chairman, Mr. Nalin M. Shah and Mr. S.M. Patel are members. Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

The Board has accepted all the recommendations made by Audit Committee during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The Audit Committee oversees the vigil mechanism complaints. During the year, no complaints were received under vigil mechanism policy. The Vigil Mechanism/Whistle Blower Policy is available on Company’s website at http://www.abcbearings.com/index.php/whistle-blower-policy/.

2016-17

22

POLICY ON NOMINATION AND REMUNERATION:

The Company’s policy on Nomination and Remuneration is framed with objectives as under:

independence of Directors, and policies relating to their appointment and removal;

2. To review corporate goals and objectives, to set norms of performance evaluation and to lay out remuneration principles for Directors, KMP and Senior Management linked to their effort, performance and contribution towards achievement of organisational goals;

3. To evaluate performance and give recommendations to the Board on remuneration payable to the Directors, KMP and Senior Management; and

4. To review and recommend to the Board, measures to retain and motivate talent including KMP and Senior Management Personnel with a view to ensuring long term sustainability and competitiveness of the organisation.

expertise and experience for the position that he/she is being considered for. The Nomination and Remuneration Committee

concerned position and the NRC will make appropriate recommendations to the Board of Directors.

Policy on Remuneration:

1. The remuneration (including revisions) to Directors is recommended by NRC to the Board for approval. The remuneration (including increments) to the Directors, so recommended by NRC to the Board, should be within the limits under the Companies Act, 2013 read with the Rules thereunder and as approved by the shareholders of the Company.

2. None of the Directors (including Independent Directors) shall be entitled to any stock option of the Company.

3. While determining Remuneration to KMP, Senior Management Personnel and other employees, the Company encourages superior performance. The objective is to set the total remuneration at levels to attract, motivate, and retain high-calibre, and high potential personnel in a competitive market.

MEETINGS:

one Corporate Social Responsibility Committee Meeting and thirteen Stakeholders Relationship Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Board meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. No complaints have been received by the Committee during the year.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels. The Directors also express their sincere appreciation for the assistance and co-operation received from Banks, Customers and Dealers, during the year.

For and on behalf of the Board

Place : Mumbai S. M. PATEL

Date : 4th August, 2017 Chairman

DIN : 00012036

2016-17

23

ANNEXURE (A) TO BOARD’S REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline of Company’s CSR Policy.

The key purpose of this policy is to:

•

•

• Identify broad areas of intervention in which the Company will undertake projects.

• Serve as a guiding document to help execute and monitor CSR projects.

• Explain the manner in which the surpluses from CSR projects will be treated.

As per the provisions of the Companies Act, 2013, Company’s CSR activities will focus on:

i. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to

the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe

drinking water:

ii. Promoting education, including special education and employment enhancing vocation skills especially among children,

women, elderly, and the differently abled and livelihood enhancement projects;

iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old

age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by

socially and economically backward groups;

conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga

Fund set-up by the Central Government for rejuvenation of river Ganga;

v. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and

works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

vii. Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;

viii. Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-

economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes,

minorities and women;

ix. Contributions or funds provided to technology incubators located within academic institutions which are approved by the

Central Government;

x. Rural development projects; and

xi. Slum area development.

The CSR Committee may decide to undertake the above CSR activities through a Registered Trust or a Registered Society.

Weblink:www.abcbearings.com/Investor Desk/Corporate Social Responsibility Policy (CSR Policy)

2. Composition of the CSR Committee:

Mr. S.M. Patel, Chairman (Non Independent Director)

Mr. T.M. Patel, Member (Non Independent Director)

Mr. J.R. Patel, Member (Independent Director)

3.

r6.91 Crores

2016-17

24

1. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)

The Company is required to spend r13.83 lacs.

r14/- lacs.

(b) Amount unspent, if any: Nil

Sr.

No.

CSR project

or activity

Sector in

which the

Project is

covered

Projects or

programmes

Amount outlay

(budget) project

or programmes

wise

Amount spent on

the projects or

programmes

Cumulative

expenditure

upto the

reporting period

Amount spent

1) Local area or

other

2) Specify the

state and district

where projects

or programmes

was undertaken

Sub-heads:

a) Direct

expenditure

on projects or

programmes

b) Overheads

Direct or

through

implementing

agency

R in lacs R in lacs R in lacs R in lacs

1 Education Literacy Bhadran, District

Kheda, Gujarat

14/- – 14/- Through

implementing

agency

3.

part thereof, the Company shall provide the reasons for not spending the amount in its Board Report.

Not Applicable.

4.

objectives and Policy of your Company.

P. M. Patel S. M. PATEL

Managing Director Chairman

DIN : 00012038 DIN : 00012036

CSR Committee

Place : Mumbai

Date : 4th August, 2017

2016-17

25

ANNEXURE (B) TO BOARD’S REPORT

Secretarial Audit Report

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

To

The Members

ABC Bearings Limited,



Worli, Mumbai - 400 018.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate

governance practice by ABC 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.

2017, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and

compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

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 Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI 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

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

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;

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

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

for compliances under other applicable Acts, Laws and Regulations to the Company. The major group of Acts applicable are

a) Direct and Indirect Tax Laws, b) Industrial and Labour Laws, c) Environmental and prevention of pollution Laws and d) Standards

of Weights and Measures, Act, 1976.

2016-17

26

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

i. Secretarial Standards with regard to the meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the

Institute of Company Secretaries of India under the provisions of Companies Act, 2013; and

ii. The Listing Agreement entered into by the Company with Stock Exchange read with the Securities and Exchange Board of

India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Standards, etc. 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 notes on agenda were sent at least

before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the

Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above.

D. M. Dalal

Place : Mumbai Practising Company Secretary

Date : 9th May, 2017 ACS No.: 4147, CP No. 8728

Annexure I

The Members,

ABC Bearings Limited

My Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the Management of the Company. My responsibility is to express

an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness

secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations

and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

with which the Management has conducted the affairs of the Company.

D. M. Dalal

Place : Mumbai Practising Company Secretary

Date : 9th May, 2017 ACS No.: 4147, CP No. 8728

2016-17

27

ANNEXURE (C) TO BOARD’S REPORT

Particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY:

range in Grinding Lines Area. LED lights will be installed in other areas in phased manner.

tempering furnace and endo-gas generator.

Green Initiative:

resulted in reduction in wastage.

2. New Capacitor Bank was installed at wind farm for reduction in reactive energy loss.

3. Air blowers were installed in oiling machine to blow-off excess oil on bearings before packing.

B. TECHNOLOGY ABSORPTION:

2. New eddy current testing machine has been introduced for taper rollers.

3. PLC controlled elect panel has been installed at press machines.

4. Compound balance weaved conveyor belt has been introduced for old tempering furnace to eliminate rollers wastage.

5. Servo controlled geared motor has been installed on roller centreless grinding machine against old conventional gear

box.

6. New dual ball bush supported guide cylinder has been installed on honing machines instead of linear guideways.

7. Induction hardening machine range has been enhanced by developing additional tooling .

8. In house CRB Rollers manufacturing facility has been added.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings : R 139.02 Lacs

Outgo : R 577.58 Lacs




DIN : 00012036

2016-17

28

ANNEXURE (D) TO BOARD’S REPORT

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 arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details

1 Name (s) of the related party & nature of relationship Not Applicable

2 Nature of contracts/arrangements/transaction Not Applicable

3 Duration of the contracts/arrangements/transaction Not Applicable

4 Salient terms of the contracts or arrangements or transaction including the value, if any Not Applicable

5 Not Applicable

6 Date of approval by the Board Not Applicable

7 Amount paid as advances, if any Not Applicable

8

proviso to Section 188

Not Applicable

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details

1 Name (s) of the related party & nature of relationship Power Build Private Limited.

Mr. P. M. Patel, Managing Director is a Director of

Power Build Private Limited.

2 Nature of contracts/arrangements/transaction Sale of Bearings / Bearings parts.

3 Duration of the contracts/arrangements/transaction 10.05.2016 to 31.03.2017

4 Salient terms of the contracts or arrangements or

transaction including the value, if any

The contracts were in the ordinary course of business

and on arm’s length basis and within the limit of

omnibus approval taken in Audit Committee.

5 Date of approval by the Board The Transaction was approved in the Board Meeting

held on 10.05.2016.

6 Amount paid as advances, if any Nil




DIN : 00012036

2016-17

29

ANNEXURE (E) TO BOARD’S REPORT

Form No.MGT-9

EXTRACT OF ANNUAL RETURN

[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: L29130MH1961PLC012028

ii) Registration Date: 30.05.1961

iii) Name of the Company: ABC Bearings Limited

iv) Category/sub-category of the Company: Company having Share Capital

v) 402-B, Poonam Chambers,

Dr. Annie Besant Road, Worli,

Mumbai - 400 018.

Phone: 022-24964500, 24964501, 66608851

Fax: 022-24950527

Email: [email protected]

vi) Whether listed company : Yes/No: Yes

vii) Name, Address and contact details of Registrar Bigshare Services Pvt. Ltd.

and Transfer Agent, if any. 1st Floor, Bharat Tin Works Building

Opp. Vasant Oasis, Makwana Road,

Marol, Andheri (East) Mumbai 400059.

Board No. : 022 62638200

Fax No: 022 62638299

Email: [email protected]

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:-

Sl. No. Name and Description of main

products/services

NIC Code of the Product/service % to total turnover of the Company

1 Taper Roller Bearings 2814 82.38%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl.

No.

Name and address of the

Company

CIN/GLN Holding/subsidiary/Associate % of sharers held Applicable Section

NOT APPLICABLE

2016-17

30

i) Category-wise Shareholding

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

yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 735950 - 735950 6.37 735950 – 735950 6.37 –

b) Central Govt. – – – – – – – – –

c) State Govt(s) – – – – – – – – –

d) Bodies Corp. 3635520 - 3635520 31.47 3635520 - 3635520 31.47 –

e) Banks/FI – – – – – – – – –

f) Any Other – – – – – – – – –

Sub-total (A)(1): 4371470 - 4371470 37.85 4371470 - 4371470 37.85 –

(2) Foreign

a) NRIs - Individuals 105255 – 105255 0.91 105255 – 105255 0.91 –

b) Other - Individuals – – – – – – – – –

c) Bodies Corp. – – – – – – – – –

d) Banks/FI – – – – – – – – –

e) Any Other – – – – – – – – –

Sub-total(A)(2): 105255 – 105255 0.91 105255 – 105255 0.91 –

Total Shareholding of

Promoter

(A) = (A)(1)+(A)(2)

4476725 – 4476725 38.76 4476725 – 4476725 38.76 –

B. Public shareholding

1. Institutions

a) Mutual Funds – 45 45 0.00 – 45 45 0.00 –

b) Banks/FI 273272 9130 282402 2.45 223512 9130 232642 2.01 –0.44

c) Central Govt. – – – – – – – – –

d) State Govt(s) – – – – – – – – –

e) Venture Capital Funds – – – – – – – – –

f) Insurance Companies – – – – – – – – –

g) FIIs – 450 450 0.00 – 450 450 0.00 –

h) Foreign Venture

Capital Funds– – – – – – – – –

i) Others (specify) – – – – – – – – –

Sub-total(B)(1): 273272 9625 282897 2.45 223512 9625 233137 2.45 –0.44

2. Non-Institutions

a) Bodies Corp.

i) Indian 389673 19802 409475 3.55 431471 19802 451273 3.91 0.36

ii) Overseas 2843000 – 2843000 24.61 2843000 – 2843000 24.61 –

b) Individuals

i) Individual shareholders

holding nominal share

capital upto R2 lakhs

1583708 364800 1948508 16.87 1498119 339927 1838046 15.91 –0.96

2016-17

31

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

yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares

ii) Individual shareholders

holding nominal share

capital in excess of

R2 lakhs

1545892 – 1545892 13.39 1635581 – 1635581 14.16 0.77

c) Others (specify)

a. Trusts 250 – 250 0.00 250 – 250 0.00 –

b. Clearing Member 3823 – 3823 0.03 29313 – 29313 0.25 0.22

c. Non Resident Indians

(NRIs)38185 1245 39430 0.34 41430 1245 42675 0.37 0.03

Sub-total (B)(2):- 6404531 385847 6790378 58.79 6479164 360974 6840138 59.22 0.43

Total Public Shareholding

(B)=(B)(1)+(B)(2)6677803 395472 7073275 61.24 6702676 370599 7073275 61.24 –

C. Shares held by

custodian for GDRs &

ADRs

– – – – – – – – –

Grand Total (A+B+C) 11154528 395472 11550000 100 11179401 370599 11550000 100.000 –

(ii) Shareholding of Promoters

Sl.

No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in

Shareholding

during the

year

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

Promoter

1 Mr. P. M. Patel 109124 0.94 Nil 109124 0.94 Nil Nil

2 Mr. T. M. Patel 100374 0.87 Nil 100374 0.87 Nil Nil

Promoter Group

3 Mr. S. M. Patel 32400 0.28 Nil 32400 0.28 Nil Nil

4 Pradip Manubhai Patel

(H.U.F.)

37750 0.33 Nil 37750 0.33 Nil Nil

5 Tanuj Manubhai Patel

(H.U.F.)

18867 0.16 Nil 18867 0.16 Nil Nil

6 Mrs. Trupti Pradip Patel 24863 0.22 Nil 24863 0.22 Nil Nil

7 Mrs. Archana Tanuj Patel 11557 0.10 Nil 11557 0.10 Nil Nil

8 Mrs. Meena Sudhir Patel 18870 0.16 Nil 18870 0.16 Nil Nil

9 M I Patel No 2 (H.U.F.) 224224 1.94 Nil 224224 1.94 Nil Nil

10 M I Patel H.U.F. No. 1 3846 0.03 Nil 3846 0.03 Nil Nil

11 Mrs. Unnati Niren Kulur 4861 0.04 Nil 4861 0.04 Nil Nil

12 Mr. Nehal Pradip Patel 100394 0.87 Nil 100394 0.87 Nil Nil

13 Mr.Neel Tanuj Patel 77038 0.67 Nil 77038 0.67 Nil Nil

14 Mr.Rishabh Tanuj Patel 77037 0.67 Nil 77037 0.67 Nil Nil

2016-17

32

Sl.

No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in

Shareholding

during the

year

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

15 Essex Properties Pvt. Ltd. 132410 1.15 Nil 132410 1.15 Nil Nil

16 Maple Investments Company

Pvt. Ltd.

654233 5.66 Nil 654233 5.66 Nil Nil

17 Manoway Investments Pvt.

Ltd.

728063 6.30 Nil 728063 6.30 Nil Nil

18 Mipco Investments Pvt. Ltd. 867479 7.51 Nil 867479 7.51 Nil Nil

19 Emsons Leasing Company

Pvt. Ltd.

982985 8.51 Nil 982985 8.51 Nil Nil

20 Ziwani Properties Pvt.Ltd. 134758 1.17 Nil 134758 1.17 Nil Nil

21 Saturn Holdings And

Properties Pvt. Ltd.

135592 1.17 Nil 135592 1.17 Nil Nil

Total 4476725 38.76 Nil 4476725 38.76 Nil Nil

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.

No.

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

At the beginning of the year No change during the year

Date wise increase/decrease in

Promoters shareholding during

the year specifying the reasons for

increase/decrease (e.g. allotment/

transfer/bonus/sweat equity etc.):

No change during the year

At the end of the year No change during the year

2016-17

33

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

Sl.

No.

Name Shareholding Date Increase/

Decrease

In Share-

Holding

Reason Number of

Shares

% of total

Shares

of the

Company

No. of

shares at the

beginning of

the year

(01-04-2016)

% of total

Shares

of the

Company

1 Tricot Investments Limited 2,843,000 24.61 31-03-2017 0 Nil Movement

during the year

2,843,000 24.61

2 Vijay Kishanlal Kedia 315,179 2.73 01-04-2016 0 315,179 2.73

13-05-2016 43733 Transfer 358,912 3.11

20-05-2016 60478 Transfer 419,390 3.63

27-05-2016 20958 Transfer 440,348 3.81

03-06-2016 85208 Transfer 525,556 4.55

08-07-2016 17794 Transfer 543,350 4.70

15-07-2016 5650 Transfer 549,000 4.75

31-03-2017 0 549,000 4.75

3 Shaunak Jagdish Shah 384,292 3.33 31-03-2017 0 Nil Movement

during the year

384,292 3.33

4 Jagdish Amritlal Shah 322,531 2.79 31-03-2017 0 Nil Movement

during the year

322,531 2.79

5 The Oriental Insurance

Company Limited

272,797 2.36 01-04-2016 0 272,797 2.36

20-05-2016 -20000 Transfer 252,797 2.19

27-05-2016 -17603 Transfer 235,194 2.04

03-06-2016 -12397 Transfer 222,797 1.93

02-09-2016 -6726 Transfer 216,071 1.87

31-03-2017 0 216,071 1.87

6 Jamson Securities Pvt. Ltd. 115,481 1.00 01-04-2016 0 115,481 1.00

27-07-2016 550 Transfer 116,031 1.00

29-07-2016 -550 Transfer 115,481 1.00

31-03-2017 0 115,481 1.00

7 Jagruti Shaunak Shah 115,000 1.00 31-03-2017 0 Nil Movement

during the year

115,000 1.00

8 Raitan Private Limited 110,100 0.95 31-03-2017 0 Nil Movement

during the year

110,100 0.95

2016-17

34

Sl.

No.


Decrease

In Share-

Holding

Reason Number of

Shares

% of total

Shares

of the

Company

No. of

shares at the

beginning of

the year

(01-04-2016)

% of total

Shares

of the

Company

9 Shri Parasram Holdings Pvt.

Ltd.

410 0.00 01-04-2016 0 410 0.00

27-07-2016 2770 Transfer 3,180 0.03

29-07-2016 6687 Transfer 9,867 0.09

05-08-2016 321 Transfer 10,188 0.09

12-08-2016 801 Transfer 10,989 0.10

19-08-2016 199 Transfer 11,188 0.10

26-08-2016 4950 Transfer 16,138 0.14

02-09-2016 1000 Transfer 17,138 0.15

30-09-2016 900 Transfer 18,038 0.16

14-10-2016 1000 Transfer 19,038 0.16

21-10-2016 -1726 Transfer 17,312 0.15

28-10-2016 4614 Transfer 21,926 0.19

04-11-2016 -414 Transfer 21,512 0.19

11-11-2016 -125 Transfer 21,387 0.19

18-11-2016 -10 Transfer 21,377 0.19

25-11-2016 3296 Transfer 24,673 0.21

02-12-2016 17000 Transfer 41,673 0.36

09-12-2016 3095 Transfer 44,768 0.39

23-12-2016 3366 Transfer 48,134 0.42

30-12-2016 2084 Transfer 50,218 0.43

13-01-2017 2000 Transfer 52,218 0.45

20-01-2017 1000 Transfer 53,218 0.46

27-01-2017 1964 Transfer 55,182 0.48

03-02-2017 500 Transfer 55,682 0.48

10-02-2017 12212 Transfer 67,894 0.59

17-02-2017 1000 Transfer 68,894 0.60

24-02-2017 2807 Transfer 71,701 0.62

28-02-2017 -71701 Transfer 0 0.00

03-03-2017 75347 Transfer 75,347 0.65

10-03-2017 2388 Transfer 77,735 0.67

24-03-2017 3157 Transfer 80,892 0.70

31-03-2017 -790 Transfer 80,102 0.69

31-03-2017 0 80,102 0.69

2016-17

35

Sl.

No.


Decrease

In Share-

Holding

Reason Number of

Shares

% of total

Shares

of the

Company

No. of

shares at the

beginning of

the year

(01-04-2016)

% of total

Shares

of the

Company

10 Sanjay Gulabchand Bafna 54,070 0.47 01-04-2016 0 54,070 0.47

22-04- 016 -650 Transfer 53,420 0.46

12-08-2016 -100 Transfer 53,320 0.46

26-08-2016 -650 Transfer 52,670 0.46

02-09-2016 -300 Transfer 52,370 0.45

09-09-2016 -100 Transfer 52,270 0.45

23-09-2016 -100 Transfer 52,170 0.45

30-09-2016 -300 Transfer 51,870 0.45

07-10-2016 -150 Transfer 51,720 0.45

14-10-2016 -200 Transfer 51,520 0.45

21-10-2016 -100 Transfer 51,420 0.45

23-12-2016 -150 Transfer 51,270 0.44

28-02-2017 -51270 Transfer 0 0.00

31-03-2017 51270 Transfer 51270 0.44

31-03-2017 0 51,270 0.44

(v) Shareholding of Directors and Key Managerial Personnel

Sl.

No.

For each of the Directors and KMP 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 Mr. S. M. Patel, Executive Chairman

At the beginning of the year 32400 0.28 32400 0.28

Date wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.):

– – – –

At the end of the year (or on the date of separation, if separated during the year)

32400 0.28 32400 0.28

2 Mr. P. M. Patel, Managing Director



– – – –

At the end of the year (or on the date of separation, if separated

during the year)

109124 0.94 109124 0.94

3 Mr. T. M. Patel, Executive Director



– – – –


100374 0.87 100374 0.87

2016-17

36

Sl.

No.

For each of the Directors and KMP 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

4 Mr. S. S. Patel, Executive Director

At the beginning of the year Nil Nil Nil Nil


Nil Nil Nil Nil


Nil Nil Nil Nil

5 Mr. S. K. Diwanji, Director



– – – –


7950 0.07 7950 0.07

6 Mr. J. R. Patel, Director



– – – –


350 0.00 350 0.00

7 Mr. N. M. Shah, Director



Nil Nil Nil Nil


Nil Nil Nil Nil

8 Ms. J. P. Abraham, Director



Nil Nil Nil Nil


Nil Nil Nil Nil

9



Nil Nil Nil Nil


Nil Nil Nil Nil

10 Mr. S. B. Desai, Company Secretary



Nil Nil Nil Nil


Nil Nil Nil Nil

2016-17

37

V. INDEBTEDNESS

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

R in lacs

Secured loans excluding deposits Unsecured loans Deposits Total Indebtedness

Indebtedness at the beginning

i) Principal Amount 5,687.89 – – 5,687.89

ii) Interest due but not paid – – – –

iii)Interest accrued but not due 5.39 – – 5.39

Total (i+ii+iii) 5,693.28 – – 5,693.28

Change in Indebtedness during

• Addition 421.61 – – 421.61

• Reduction 3,146.54 – – 3,146.54

Net Change (2,724.93) – – (2,724.93)

Indebtedness at the end of

i) Principal Amount 2,955.61 – – 2,955.61

ii) Interest due but not paid – – – –

iii)Interest accrued but not due 12.74 – – 12.74

Total (i+ii+iii) 2,968.35 – – 2,968.35

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

R in Crores

Sl.

No.

Particulars of Remuneration Name of MD/WTD/Manager Total

AmountMr. P.M. Patel Mr. S.M. Patel Mr. T.M. Patel

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the

Income-Tax Act, 1961.

1.15 1.15 1.18 3.48

(b) Value of perquisites u/s 17(2) of the Income-Tax Act, 1961. 0.05* 0.05* 0.02* 0.12*

of the Income-Tax Act, 1961.

– – – –

2 Stock Option – – – –

3 Sweat Equity – – – –

4 Commission

-- others, specify.

– – – –

5 Others, please specify – – – –

Total (A) 1.20* 1.20* 1.20* 3.60*

Ceiling as per the Act 1.20 1.20 1.20 3.60

* Does not include PF

2016-17

38

Mr. S.S. Patel, Additional Executive Director was not paid remuneration for the year under review.

B. Remuneration to other Directors

Sl.

No.

Particulars of Remuneration Name of Director Total

AmountMr. S. K. Diwanji Mr. J. R. Patel Mr. N. M. Shah Ms. Jolly P. Abraham

1. Independent Directors

• Fee for attending board/committee meetings

2,12,500 2,32,500 2,27,500 1,00,000 7,72,500

• Commission _ _ _ _ _

• Others, please specify _ _ _ _ _

Total (1) 2,12,500 2,32,500 2,27,500 1,00,000 7,72,500

2. Other Non-Executive Directors

• Fee for attending board/committee meetings

• Commission

• Others, please specify

Not Applicable

Total (2) _ _ _ _ _

Total (B)=(1+2) 2,12,500 2,32,500 2,27,500 1,00,000 7,72,500

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

R in lacs

Sl.

No.

Particulars of Remuneration Key Managerial Personnel

TotalMr. S.K. Choudhary Mr. S. B. Desai

Company Secretary

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the

Income-Tax Act, 1961.

31.11 20.92 52.03

(b) Value of perquisites u/s 17(2) of the Income-Tax Act, 1961. 0.32 – 0.32

Act, 1961.

– – –

2 Stock Option – – –

3 Sweat Equity – – –

4 Commission

– – –

-- others, specify. – – –

5 Others, please specify – – –

Total 31.43 20.92 52.35

2016-17

39

VII. 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)

A. Company

Penalty

NonePunishment

Compounding

B. DIRECTORS

Penalty

NonePunishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NonePunishment

Compounding




DIN : 00012036

2016-17

40

ANNEXURE (F) TO BOARD’S REPORTInformation as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration

Name of the Director/

Key Managerial

Personnel

Designation Remuneration

(R in lacs)

Increase (%) Ratio of Director’s

Remuneration to median

remuneration2016-2017

Mr. S. M. Patel Chairman 133.82 Nil 51:1

Mr. P. M. Patel Managing Director 133.82 Nil 51:1

Mr. T. M. Patel Executive Director 134.19 Nil 51:1

Mr. J. R. Patel Director 2.32 57.82 0.89:1

Mr. N. M. Shah Director 2.27 9.60 0.87:1

Mr. S. K. Diwanji Director 2.12 44.22 0.81:1

Ms. J. P. Abraham Director 1.00 33.33 0.38:1

Mr. S. K. Choudhary 31.11 8.64 N.A.

Mr. S. B. Desai Company Secretary 20.92 7.47 N.A.

Mr. S. S. Patel, Additional Executive Director has not been paid any remuneration for the year under review.

2. Median remuneration of the Company for all its employees is R

3. The Percentage increase in median remuneration of employees in the Financial Year: 6.95%.

4. Number of permanent employees on the rolls of the Company: 398 (As at 31st March, 2017).

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last

point out if there are any exceptional circumstances for increase in the managerial remuneration.

Managerial Personnel Employees other than Managerial Personnel

Increase in salary Increase in salary

Nil 9.77%

6.

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is

Company.




DIN : 00012036

2016-17

41

10 YEARS’ H I G H L I G H T S

R in lacs

PARTICULARS 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17

Sales & Other Income 19534.84 15064.33 17737.99 22480.14 19441.70 16696.68 15798.70 17979.30 20125.45 21125.86

Materials Consumed 8907.07 7286.85 9151.34 11161.48 9658.59 8101.00 8037.33 9006.93 10028.47 10017.61

Excise Duty 2700.48 1678.37 1332.79 1965.02 1782.87 1759.54 1572.55 1752.99 2010.80 2118.79

Employee Cost 1192.12 1052.55 1249.53 1573.71 1865.59 2137.84 1791.24 1889.32 2087.29 2171.09

Interest & Finance Charges 318.46 1094.89 69.73 53.56 143.96 314.92 401.82 585.37 697.84 513.37

Depreciation 684.10 503.82 422.67 419.53 647.09 856.31 989.00 1172.09 1251.49 1257.74

Other Expenses 2888.98 2343.30 2910.36 3103.29 3106.58 2746.08 2680.01 3091.70 3211.24 3629.83

Exceptional Items 2843.63 1104.55 2601.57 4203.54 2237.02 780.98 326.75 480.90 838.32 1417.43

Exceptional Items 406.28 62.71 500.00 0.00 0.00 0.00 (374.20) 0.00 0.00 (350.00)

0.00 9.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

1011.86 359.50 1030.00 1220.07 500.00 157.50 152.50 97.00 180.00 380.00

0.00 0.00 0.00 0.00 0.00 (153.35) (144.94) (96.25) (172.98) (83.95)

166.09 (15.84) (17.13) (156.72) (202.76) (246.40) (230.17) (62.02) 283.35 286.68

1591.58 657.50 2054.44 2826.75 1534.26 530.43 463.22 418.13 547.95 1184.70

Equity Dividend 462.00 231.00 519.75 693.00 577.50 288.75 231.00 231.00 231.00 231.00

Equity Dividend % 40 20 45 60 50 25 20 20 20 20

78.52 39.26 86.33 112.43 93.69 49.07 39.26 47.03 47.03 47.03

Retained Earnings 1051.06 387.24 1448.36 2021.33 863.07 192.62 192.96 140.10 269.92 906.67

Gross Fixed Assets*# 12106.74 12645.86 13437.31 17748.52 22102.49 25732.50 27722.73 29721.54 30094.18 30018.39

Net Fixed Assets*# 3898.64 3966.95 4355.52 8407.59 12151.33 15008.32 16198.34 16981.42 16125.13 15062.31

Investments 1271.73 1250.10 1250.10 1250.10 1250.00 1250.00 1250.00 1250.00 1250.00 0.00

5956.97 7975.13 4217.03 3787.28 3371.55 1905.10 1907.23 2728.72 1082.41 3126.32

11127.34 13192.18 9822.65 13444.97 16772.88 18163.42 19355.57 20960.14 18457.54 18188.63

1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00

6125.47 6472.79 7921.14 9942.47 10805.53 10998.14 11191.10 11271.25 11541.17 12725.87

Net Worth 7280.47 7627.79 9076.14 11097.47 11960.53 12153.14 12346.10 12426.25 12696.17 13880.87

3590.16 5291.84 456.83 1901.10 4163.19 5114.73 5883.76 7375.77 4319.90 2579.61

256.71 272.55 289.68 446.40 649.16 895.55 1125.71 1158.12 1441.47 1728.15

11127.34 13192.18 9822.65 13444.97 16772.88 18163.42 19355.57 20960.14 18457.54 18188.63

Earnings per Share r 13.78 5.69 17.79 24.47 13.28 4.59 4.01 3.62 4.74 10.26

Book value per Share r 63.03 66.04 78.58 96.08 103.55 105.22 106.89 107.59 109.92 120.18

0.49 0.69 0.05 0.17 0.35 0.42 0.48 0.59 0.34 0.19

6.16 4.50 5.45 10.26 4.44 4.04 4.97 3.78 6.73 6.76

5.01 3.80 4.07 2.67 1.60 1.11 0.98 1.06 1.25 1.40

2.76 4.36 2.22 1.90 1.77 1.33 1.39 1.47 1.16 1.76

7757 8345 7625 10764 9848 9219 8732 7640 7321 7403

355 355 337 365 386 424 432 431 412 398

* Regrouped/reworked as per requirements of Revised Schedule VI for the Financial Year 2010-11 and 2011-12.

# Including Capital advances

2016-17

42

ANNEXURE (G) TO BOARD’S REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The automotive segment in India consists of Passenger Cars, Utility Vehicles, Commercial Vehicles, Two Wheelers and

Three Wheelers.

Performance of Auto Industry during 2016-17

Production

The industry produced a total 25,316,044 vehicles including passenger vehicles, commercial vehicles, three wheelers, two

wheelers and quadricycle in April-March 2017 as against 24,016,599 in April-March 2016, registering a growth of 5.41% as

compared to last year.

Domestic Production

The Automotive Industry is expected to continue with robust growth to become one of the largest in the world in the next

decade.

The domestic tractor industry grew at healthy rate from 4.98 lacs to 5.78 lacs registering increase by 16.11%.

During 2016-17, the Industry continued with positive growth with Passenger Vehicle registering growth of 9.42% from 34.65

lacs vehicles to 37.91 lacs vehicles. Total Commercial Vehicle growth was 3% from 7.87 lacs to 8.10 lacs vehicles, however,

The two wheeler industry grew at 5.84 % from 188.30 lacs vehicles to 199.29 lacs vehicles. The only segment to register

negative growth was the three wheeler segment registering degrowth of 16.16% from 9.34 lac vehicles to 7.83 lac vehicles.

Exports

During 2016-17, overall automobile exports declined by 4.50%. While Passenger Vehicles and Commercial Vehicles exports

registered a growth of 16.20% and 4.99% respectively, exports of Three Wheelers ,Two Wheelers and Tractors declined by

32.77% ,5.78% and 5.68% respectively.

Introduction of Bharat Stage IV vehicles, from 1st April, 2017 and GST from 1st July, 2017 have slowed down sales of vehicle

especially commercial vehicles and tractors. Further growth is expected from second half of 2017-18.

Government Initiatives like Make in India, new automotive policy 2016-2026 and push in infrastructure segment for rural

economy development will bring growth in economy in 2017-18.

To support automotive industry in the country, Automotive Research Association of India is expanding its research and

development facilities to meet government regulation for introduction of Bharat Stage VI by 2020 along with new requirement

of vehicle crash test.

b) Opportunities and Threats

Opportunities:

Indian automotive industry is emerging as one of the important markets and almost all the brands of car & commercial vehicle

players in the world have opened their plants in the country, which will increase company’s opportunities in export markets.

Government initiatives towards bringing more environmental friendly regulations in vehicles will bring more opportunities for

Threats:

At present the industry faces the following threats:

a. Increasing cost of manufacturing beyond the control of companies.

b. Increasing bargaining power of consumer, wanting continuous price reduction.

c. Volatility in fuel price.

d. Growth rate of industries is governed by Government policies.

e. Continuously increasing imports of bearings from low cost countries.

2016-17

43

overcome the threats.

2. The Company has developed low torque, high capacity and value added products to counter above threats and the

Company has applied for two patents bearings for steel mill and four wheel drive planetary gear box application in

automotive segment.

3. Nonbearing segment will be introduced to enhance the product basket (Grease, Complete axle for trailer segment, Break

shoe, etc.)

c) Segment-wise-performance

Companies (Accounts) Rules, 2014.

Key economic indicators are encouraging and with the forecast of above normal monsoon, the outlook is positive.

e) Environment & Sustainability

environment. Various initiatives like revisiting the manufacturing process for minimizing the waste generation, minimizing the

consumption of natural resources, coolant recovery from grinding dust, reduction of energy consumption by using energy

As an integral part of Environmental Management System ISO 14001:2004, the Company measures and monitors the key

every year in these parameters.

The management extended the environmental responsibility throughout entire supply chain, moving one step ahead towards

the Company’s one of the environmental objectives, minimizing the consumption of natural resources, during the year 2016-

17 joint efforts with the suppliers. The Company minimized the use of input material through supplier’s process optimization.

The Company designs lighter bearings keeping the load carrying capacity same as previous which helps customer to improve

dimensions which gives longer service life or allows customer to use down sized bearings for same application.

f) Internal control systems and their adequacy

The Company has strong internal controls which enable it to comply with the policies, procedures, standard guidelines and

measures to improvise risk mitigation plan concerning the business of the Company. The scope of work for the Internal

with the operating management and make recommendations which are submitted to the Audit Committee. The Senior

Management Team carries out monthly reviews to assess the internal control environment and their adequacy concerning the

business and environment and make recommendations. We believe that these internal control systems provide among other

things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in

g) Financial performance with respect to operations

The total income for the year was Rs. 210.68 crores as compared to Rs. 201.25 crores for previous year. Commercial

vehicles showed modest growth of 3% and Tractor Industry showed positive growth.

year. There is improvement at operating levels on account of increase in sales.

2016-17

44

h) Human Resources and Industrial Relations

more job oriented and to achieve business goals. Based on skill gap, common training subject was devised. The company

has planned two days training per month. One batch of employees will consist of 25 to 35 employees. Each employee will be

pre assessed by third party trainer and thereafter the training will commence.

The Company also carried out programmes like technical know-how problem solving, 7QC Tools, Kaizen, 5-S etc. Information

sharing and changes in process is being done continuously.

Last year overall 2432 man hours have been spent for Operational Excellence foundation, Quality management, labour laws,




DIN : 00012036

2016-17

45

ANNEXURE (H) TO BOARD’S REPORT

CORPORATE GOVERNANCE REPORT

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance involves commitment to conduct the business in a fair, transparent and ethical manner, aimed at

promoting sustainable business and enhancing shareholders’ value in the long term without compromising the compliance of

the laws and regulations. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and

accountability across all business practices. We believe that Corporate Governance is a continuous journey for sustainable

value creation for all the stakeholders driven by our values of integrity, commitment, passion, seamlessness and speed.

2. BOARD OF DIRECTORS:

The Board is entrusted and empowered to oversee the management, direction and performance of the Company with a view

to protect interest of the stakeholders and enhance value for shareholders. The Board monitors the strategic direction of the

Company.

The Company has a balanced and diverse board with optimum mix of Executive and Non-Executive Independent Directors

Regulations, 2015. As at 31st March, 2017, the Board of Directors comprises of 8 Directors, of which 4 are Non-Executive

knowledge which enables the Board to provide effective leadership to the Company.

None of the Directors is a Director on the Board of more than 10 Public limited companies or acts as an Independent Director

in more than 7 listed companies. Further, none of the Directors on the Board is a member of more than 10 committees and

2015] across all companies in which he/she is a Director. The necessary disclosures regarding committee positions have

been made by the Directors.

The details of composition of the Board as at 31.03.2017, the attendance record of the Directors at the Board Meetings held

them in other Companies are given here below:

Name of the

Director

Executive/

Non-Executive/

Independent

No. of

Directorships

in other

Companies

(exluding

Foreign

and Private

Companies)

No. of Committees in

which Chairman/Member in

Public Companies

No. of

Board

Meetings

attended

Whether

attended

last

AGM

Yes/No

Member Chairman

Mr. S. M. Patel Executive Chairman 2 - 1 5 Yes

Mr. P. M. Patel Managing Director 3 4 - 4 Yes

Mr. T. M. Patel Executive Director 1 2 - 4 Yes

Mr. S. S. Patel Executive Director - - - 2 N.A.

Mr. S. K. Diwanji Non-Executive – Independent 3 3 - 5 Yes

Mr. Jal R. Patel Non-Executive – Independent 4 3 3 5 Yes

Mr. Nalin M. Shah Non-Executive – Independent 8 4 4 5 Yes

Ms. Jolly P. Abraham Non-Executive – Independent - - - 4 Yes

This excludes alternate directorship/directorships in foreign companies, wherever applicable.

2016-17

46

2016, 19th October, 2016, 23rd January, 2017 and 16th March, 2017 and the Annual General Meeting was held on 27th July,

2016.

Name of the Director Mr. S. M. Patel

00012036

Date of Birth 05.11.1944

Date of Appointment on Board 02.09.1989

Diploma in Accountancy & Finance & C.A. (Inter) Kenya.

Shareholding in ABC Bearings Ltd. 32400 Equity Shares

List of Directorships held in other Companies

(excluding foreign, private and Section 8 Companies)2. Mipco Seamless Rings (Gujarat) Ltd.

Memberships/Chairmanships of Audit and

Stakeholders’ Relationship Committees across Public

Companies

1. Member-Audit Committee and Stakeholders Relationship

Committee of ABC Bearings Ltd.

Disclosure of relationship between directors inter-se Mr. S. M. Patel, Mr. P. M. Patel and Mr. T.M. Patel are brothers.

Mr. S. S. Patel is son of Mr. S. M. Patel

Name of the Director Mr. P.M. Patel

00012138



Graduate from University of Bombay with M. B. A. from U.S.A.

Shareholding in ABC Bearings Ltd. 109124 Equity Shares


(excluding foreign, private and Section 8 Companies)

1. Eimco Elecon (India) Ltd.

2. EMTICI Engineering Ltd.

3. Elecon Engineering Co. Ltd.



Companies

1. ABC Bearings Limited

Stakeholders Relationship Committee – Member

2. Elecon Engineering Co. Ltd.

Audit Committee – Member,

Stakeholders Relationship Committee – Member.

3. Eimco Elecon (India) Ltd.

Audit Committee – Member,

Stakeholders Relationship Committee – Member,

Disclosure of relationship between directors inter-se Mr. S.M. Patel, Mr. P. M. Patel and Mr. T.M. Patel are brothers

Mr. S. S. Patel nephew of Mr. P. M. Patel

2016-17

47

Name of the Director Mr. S. S. Patel

00012308



B. S. and M.B.A. (U.S.A.)

Shareholding in ABC Bearings Ltd. Nil


(excluding foreign, private and Section 8 Companies)Nil



Companies

Nil

Disclosure of relationship between directors inter-se Mr. S. S. Patel is son of Mr. S. M. Patel – Chairman and nephew

of Mr. P. M. Patel – Managing Director and Mr. T. M. Patel –

Executive Director.

3. CODE OF CONDUCT:

The Company has laid down a Code of Conduct, for all its Board Members and Senior Management Personnel for avoidance

Board Members and Senior Management Personnel.

Conduct is also available on Company’s website viz. www.abcbearings.com.

Declaration

As provided under Schedule V(D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is

compliance with the Code of Conduct in respect of Financial Year 2016 - 2017.

Place: Mumbai P.M. Patel

Date : 4th August, 2017 Managing Director

DIN: 00012138

4. AUDIT COMMITTEE:

Terms of Reference

Listing Agreements or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

within the Company, the Committee may investigate any activity within its terms of reference, seek information from any

employee, secure attendance of outsiders with relevant expertise, or obtain legal or other professional advice from external

sources, whenever required.

The Committee acts as a link amongst the Management, Auditors and the Board of Directors. The Audit Committee acts in

accordance with the terms of reference which, inter alia, include:

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

2016-17

48

Board for approval, with particular reference to:

a) Matters required to be included in the ‘Directors’ Responsibility Statement’.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by Management.

f) Disclosure of any related party transactions.

vi. Review and monitor the auditor’s independence and performance and effectiveness of audit process;

viii. Scrutiny of inter-corporate loans and investments;

ix. Valuation of undertakings or assets of the Company, wherever it is necessary;

xi. Reviewing, with the Management, performance of statutory and internal auditors, adequacy of the internal control

systems;

or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

xiv. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit

discussion to ascertain any area of concern;

xv. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in

case of non-payment of declared dividends) and creditors;

xvi. To review the functioning of the Whistle Blower Mechanism;

the candidate;

xviii. Carrying out any other function as is included in the terms of reference of the Audit Committee.

The composition of the Audit Committee and the attendance of the members at the meeting held during the year are as under:

Name of the Director Category No. of Audit Committee

Meetings attended

Mr. Jal R. Patel Non-Executive/Independent (Chairman) 4

Mr. S. M. Patel Executive (Member) 4

Mr. Nalin M. Shah Non-Executive/Independent (Member) 4

27th July, 2016, 19th October, 2016 and 23rd January, 2017.

All the recommendations made by the Audit Committee were accepted by the Board.

2016-17

49

The representatives of the Statutory Auditors are permanent invitees to the Audit Committee Meetings. They have attended

all the Meetings during the year. The representative of the Cost Auditor is invited to attend the Meeting of the Audit Committee

are permanent invitees to the Audit Committee Meeting. The Company Secretary acts as the Secretary to the Committee.

The Chairman of the Audit Committee was present at the 55th Annual General Meeting held on 27th July, 2016.

5. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been entrusted with the role of formulating criteria for determining the

at Senior Management levels and also devising a policy on remuneration of Directors, Key Managerial Personnel and other

senior employees.

Composition, Meetings and Attendance of Nomination and Remuneration Committee:

The composition of the Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 3 members and all

being Independent Directors. The Company Secretary acts as a Secretary to the Committee.

The composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting during

Name No. of meetings during the Financial Year 2016-17

Held Attended

Mr. S. K. Diwanji, Chairman 3 3

Mr. Jal R. Patel, Member 3 3

Mr. Nalin M. Shah, Member 3 3

i.e. on 10th May, 2016, 27th July, 2016 and 19th October, 2016.

Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy on remuneration of

Directors and Key Managerial Personnel. Brief objectives of the Nomination and Remuneration Policy are as under:-

Managerial Personnel, Senior Management and other employees of the quality required to run the Company successfully.

2. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

3. The remuneration to Whole-time Directors is paid subject to the approval of shareholders and the Central Government,

wherever necessary. The remuneration to Key Managerial Personnel (KMP) and other employees of the Company

the working of the Company and its goals.

(Executive and Non-Executive) and persons who may be appointed in Senior Management, Key Managerial positions

and to determine their remuneration.

prevailing in peer companies, in the Industry.

6. To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel

and to provide for reward(s) linked directly to their effort, performance, dedication and achievement relating to the

Company’s operations.

7. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create

competitive advantage.

8. To lay down criteria for appointment, removal of Directors, Key Managerial Personnel and Senior Management Personnel

and evaluation of their performance.

2016-17

50

The Company has not granted any stock options to any of the Directors during the year.

Remuneration paid / payable to the Whole-time Directors for the Financial Year 2016-17 is as under:

Name Salary

(r)

Perquisites

(r)

Contribution to

Provident Fund

(r)

Total

(r)

Mr. S. M. Patel 11520000 480000 1382400 13382400

Mr. P. M. Patel 11520000 480000 1382400 13382400

Mr. T. M. Patel 11820000 180000 1418400 13418400

For Non-Executive Directors

The Non-Executive Directors are paid remuneration by way of Sitting Fees.

Sitting Fees

The Non-Executive Directors are paid sitting fee @ R 25,000/- for attending Board Meeting, R 20,000/- for attending Audit Committee Meeting, R 7,500/- for attending Nomination and Remuneration Committee Meeting, R 5,000/- for attending Stakeholders’ Relationship Committee Meeting and R 5,000/- for attending Corporate Social Responsibility Committee Meeting. The Non-Executive Directors are also entitled to reimbursement of expenses incurred in performance of the duties as Directors and Members of the Committees.

The total amount of sitting fees paid during the year was R 7,72,500/-. The details of sitting fees paid to the Non-Executive Directors during the year under report and their shareholding in the Company are as given below:

Name of the

Non-Executive Director

Sitting Fees paid during the period

01.04.2016 to 31.03.2017

(K)

No. of shares held

As on 31st March, 2017

(Nos.)

Mr. S. K. Diwanji 2,12,500 7,950

Mr. Jal R. Patel 2,32,500 350

Mr. Nalin M. Shah 2,27,500 -

Ms. Jolly P. Abraham 1,00,000 -

During the year under review, the Independent Directors met on 10th May, 2016 and 16th March, 2017, inter alia, to review –

• the performance of Non Independent Directors and the Board of Directors as a whole;

• the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors;

that is necessary for the Board to effectively and reasonably perform their duties.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Company has constituted the Corporate Social Responsibility Committee (CSR Committee). The CSR Committee evaluates and recommends to the Board the activities to be undertaken during the year and amount to be spent on these activities. The CSR Committee monitors the CSR policy from time to time.

The Composition of Corporate Social Responsibility Committee and their attendance at the meeting are given below:

Name of the Director Category No. of Meetings attended

Mr. S. M. Patel, Chairman Executive 1

Mr. Jal R. Patel, Member Non-Executive-Independent 1

Mr. T. M. Patel, Member Executive 1

The Company has formulated a CSR Policy and the same is uploaded on the website of the Company, which can be

accessed at www.abcbearings.com.

2016-17

51

7. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee ensures quick redressal of the complaints of the stakeholders and oversees the

process of share transfer. The Committee also monitors redressal of shareholders’/investors’ complaints/grievances viz.

complaints. In addition, the Committee also monitors other issues including status of dematerialisation.

The composition of the Stakeholders’ Relationship Committee and attendance at the meetings is as under:

Name of the Director Chairman/Member No. of Committee Meetings attended

Mr. S. K. Diwanji Chairman [Non Executive-Independent] 13

Mr. S. M. Patel Member [Executive Chairman] 13

Mr. P. M. Patel Member [Managing Director] 10

Mr. T. M. Patel Member [Executive Director] Nil

The Company holds Committee meetings on a periodical basis, as may be required to approve the transfers/transmissions/

issue of duplicate shares, etc. During the year under review, 13 meetings were held on the following dates:

During the year, the Stakeholders’ Relationship Committee held its meetings on 15th April, 2016, 29th April, 2016, 20th May,

2016, 27th May, 2016, 7th June, 2016, 24th June, 2016, 23rd July, 2016, 9th September, 2016, 26th September, 2016,

14th October, 2016, 11th November, 2016, 13th December, 2016 and 17th February, 2017.

The Company has appointed Bigshare Services Private Limited to act as Registrar and Share Transfer Agents of the

Company. To expedite the process of physical transfer of shares, the Board has delegated the authority to Registrar & Share

Stakeholders Relationship Committee meeting.

were mainly pertaining to non-receipt of dividend, non-receipt of annual reports etc. All the complaints were resolved to the

satisfaction of the investors.

The status of Investors’ Complaints as on 31st March, 2017, are as follows:

Nature of complaint No. of complaints received No. of complaints resolved

Non receipt of Dividend 12 12

1 1

Relating to SEBI 1 1

Total 14 14

All valid share transfers, received during the year ended 31st March, 2017, have been acted upon and there were no share

transfers pending as on 31st March, 2017.

The Committee expresses satisfaction with the Company’s performance in dealing with the shareholders’ grievances and its

share transfer system.

8. COMPLIANCE UNDER NON-MANDATORY REQUIREMENTS:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company complied with all

mandatory requirements and has adopted non-mandatory requirement as per details given below:

a) The Board: the Company does not have Non-Executive Chairman.

b) Shareholders’ Rights: The quarterly and half yearly results are published in the newspaper, displayed on the website of

the Company and are sent to the Stock Exchange where the shares of the Company are listed.

2016-17

52

d) Reporting of Internal Auditor: The Internal Auditors of the Company report to the Audit Committee.

9. GENERAL BODY MEETINGS:

i. Location and time where the last three Annual General Meetings were held are as under:

Financial

Year

Date Location of the Meeting Time

2013-2014 17th July, 2014 Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018. 4.30 p.m.

2014-2015 11th August, 2015 Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400 018. 4.30 p.m.

2015-2016 27th July, 2016 Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400 018. 4.30 p.m.

ii. The Company has passed Special Resolutions at the Annual General Meetings held for the year 2013-2014 and 2014-

2015.

iii. No special Resolution was passed through postal ballot during the Financial Year 2015-16. None of the businesses

proposed to be transacted in the ensuing Annual General Meeting require passing a Special Resolution through postal

ballot.

10. DISCLOSURES:

Related Party Transaction

The Company has formulated the Policy on dealing with related party transactions and the same is available on the website

of the Company viz. www.abcbearings.com

interest of the Company during the Financial Year 2016-17.

Accounting Treatment

The Company has followed all relevant Accounting Standards while preparing Financial Statements and no treatment different

from that prescribed in an Accounting Standard has been followed.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company which has potential

Disclosures

No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority on any

matter related to capital markets during the last three years.

Prevention of Insider Trading:

The Company’s Code of Internal Procedures and Conduct for dealing in securities aims at preserving and preventing misuse

of unpublished price sensitive information. All the Directors and designated employees have been covered under the Code

and provides for periodical disclosures.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report concerns about

unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides adequate

safeguards against victimization of Director(s)/employee(s) and direct access to the Chairman of the Audit Committee in

exceptional cases.

2016-17

53

that no complaints were received during the year.

11. MEANS OF COMMUNICATION:

The Company after approval by its Board of Directors and after submission of the same to Stock Exchange, publishes its

Quarterly and Annual Results generally in Free Press Journal and Navshakti. The said results are also available on the

website of the Company at www.abcbearings.com

As the Company publishes the audited annual results within the stipulated period of 60 days, as required by the SEBI (Listing

are not published.

Shareholding Pattern, Corporate Governance Report, Intimation of Board Meetings and other quarterly, half yearly and yearly

compliances are posted through the portal http://listing.bseindia.com

Management Discussion and Analysis Report forms part of this Annual Report.

12. GENERAL SHAREHOLDER INFORMATION:

i. Annual General Meeting

Date : 20th September, 2017

Time : 4.00 p.m.

Venue : Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018.

ii. Financial Year

the quarter except for the quarter January-March, for which the audited results are declared in April/May as permitted

under the Listing Agreement.

18th September, 2017 to 20th September, 2017

iv. Dividend Payment Date

After 20th September, 2017

The Company’s shares are listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 Maharashtra.

The company has paid listing fees for the year 2017-2018.

BSE Limited, Mumbai (BSE) - 505665

in NSDL & CDSL for Equity Shares - INE 779A01011

2016-17

54

BSE Limited, Mumbai (BSE)

Month High (Rs.) Low (Rs.) BSE SENSEX (High)

April, 2016 124.90 96.00 26100.54

May, 2016 140.50 112.60 26837.20

June, 2016 138.45 120.60 27105.41

July, 2016 187.00 129.00 28240.20

August, 2016 184.70 160.65 28532.25

September, 2016 199.65 158.05 29077.28

October, 2016 198.90 164.10 28477.65

November, 2016 178.00 141.25 28029.80

December, 2016 166.00 149.40 26803.76

January, 2017 174.00 150.05 27980.39

February, 2017 173.00 152.10 29065.31

March, 2017 183.50 160.10 29824.62

viii. Performance in comparison to BSE Sensex

25000

26000

27000

28000

29000

30000

110

120

130

140

150

160

170

180

190

200

210

220

Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar

AB

C S

HA

RE

PR

IC

E

ABC SHARE PRICE - VS BSE SENSEX IN 2016-2017

ABC Share Price BSE Sensex in 2016 - 2017

BS

E S

EN

SE

X

2016-17

55

ix. Registrars and Transfer Agents



Opp. Vasant Oasis, Makwana Road, E-mail:[email protected]

Marol, Andheri (East) Mumbai 400059. Website:www.bigshareonline.com

x. Share Transfer System

period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects. As required

a practicing Company Secretary has been submitted to Stock Exchanges within stipulated time.

xi. Distribution of Shareholding

Categories of Shareholding as on 31st March, 2017

Category Shares

Number % to Total

Promoters and Promoters Group 4,476,725 38.76

Mutual Funds 45 0.00

Banks, Financial Institutions, Insurance Companies 232,642 2.01

Foreign Institutional Investors 450 0.00

Private Corporate Bodies 451,273 3.91

Indian Public 3,473,627 30.07

NRIs/OCBs 2,885,675 24.98

Others (Shares in Transit) 29,563 0.25

Total 11,550,000 100.00

Distribution of Shareholding as on 31st March 2017

Range Shareholders Shares

Number % to Total Number % to Total

1 – 50 2738 36.99 69067 0.60

51 – 100 1653 22.33 143295 1.24

101 – 300 1712 23.13 332024 2.87

301 – 500 513 6.93 221867 1.92

501 – 1000 415 5.61 314911 2.73

1001 – 5000 296 4.00 618791 5.36

5001 and above 76 1.03 9850045 85.28

Total 7403 100 11550000 100.00

xii. Dematerialisation of Shares and Liquidity

96.79% equity shares of the Company have been dematerialised as on 31st March, 2017.

2016-17

56

xiii. Outstanding GDRs/ADR

Company has not issued any GDRs/ADRs/Warrants or any Convertible Instruments.

xiv. Plant Locations

1. Bharuch, Gujarat State. 2. Dehradun, Uttarakhand State.

xv. Address for Correspondence

Shareholders may correspond on all matters relating to transfer/dematerialisation of shares, payment of dividend, and

any other query relating to shares of the Company with Registrars and Share Transfer Agents, at the address given

below:



Opp. Vasant Oasis, Makwana Road, E-mail: [email protected]

Marol, Andheri (East) Mumbai 400059. Website: www.bigshareonline.com

Our Registrar & Share Transfer Agent M/s. Bigshare Services Private Limited launched Gen-Next Investor Module i’Boss

the most advanced tool to interact with shareholders. Please login into i’Boss (www.bigshareonline.com) and help them

to serve you better.

Shareholders will have to correspond with the respective Depository Participants for shares held in demat mode.


Place : Mumbai S.M.PATEL

Date : 4th August, 2017. Chairman

DIN : 00012036

To the Members of ABC Bearings Limited

We have examined the compliance of conditions of Corporate Governance by ABC Bearings Limited for the year ended 31st

March, 2017 as stipulated in Schedule V and relevant provisions of Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to

procedures and implementation thereof, adopted by the Company for ensuring the compliance of the Corporate Governance. It

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in the aforesaid regulations.

effectiveness with which management has conducted the affairs of the Company.

For PARIKH & SHAH


Firm Registration no.107528W

Mumbai, 4th August, 2017. H. K. DESAI

Partner

Membership No. 13719

2016-17

57

Independent Auditors’ ReportTo

The Members of


Report on the Financial Statements


Management’s Responsibility for the Financial Statements

Auditor’s Responsibility

Opinion

Report on other Legal and Regulatory Requirements

“Annexure I”

2016-17

58

“Annexure II”

PARIKH & SHAH


H.K. DesaiDate th May, 2017 Partner

2016-17

ANNEXURE - I


ANNEXURE TO INDEPENDENT AUDITORS’ REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2017

2016-17

Name of Statute Nature of

Dues

Amount

(K in lacs)

Period to which it

relates

Forum where the dispute is pending

2000-01

Provident

2011-12

2010-11

2011-12

2012-13

March, 2015

2011-12

2012-13

2016-17

PARIKH & SHAH


H.K. Desai

Date th May, 2017 Partner

2016-17

ANNEXURE - II


Annexure to Independent Auditors’ Report on the accounts for the year ended 31st March, 2017

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013

(“the Act”)

Management’s Responsibility for Internal Financial Controls

Auditors’ Responsibility

Meaning of Internal Financial Controls over Financial Reporting

2016-17

Inherent Limitations of Internal Financial Controls over Financial Reporting

Opinion

PARIKH & SHAH


H.K. Desai

Date th May, 2017 Partner

2016-17

Balance Sheet as at 31st March, 2017

Notes As at 31st

March, 2017

in Lacs R

I. EQUITY AND LIABILITIES

(1) Shareholders’ Funds

2 1,155.00

3 12,725.87

13,880.87

(2) Non-Current Liabilities

652.86

5 1,728.15

702.08

7 136.73

3,219.82

(3) Current Liabilities

Short-term borrowings 8 1,926.75

2,361.68

10 1,318.64

Short-term provisions 11 28.38

5,635.45

Total 22,736.14

II. Assets

(1) Non-current assets

12

14,632.15

122.58

306.75

15,061.48

13 –

1,157.98

16,219.46

(2) Current assets

15 3,122.99

2,763.15

17 338.61

18 275.16

16.77

6,516.68

Total 22,736.14

1

PARIKH & SHAH

Chartered Accountants P. M. PATEL S. M. PATEL

Chairman

H. K. DESAI S. K. Choudhary S. B. DESAI

Partner Chief Financial Officer Company Secretaryth th May, 2017

2016-17

Notes For the year

ended 31st

March, 2017

in Lacs

ended 31st

R

Income

21,068.36

2,091.25

20 18,977.11

21 57.50

Total Revenue 19,034.61

Expenses

9,040.78

57.49

22 (201.55)

23 2,171.09

513.37

12 1,257.74

25 4,778.26

Total Expenses 17,617.18

1,417.43

350.00

1,767.43

380.00

(83.95)

286.68

1,184.70

R

R) 10.26

PARIKH & SHAH


Chairman



2016-17

2016-2017 in Lacs

A NET PROFIT BEFORE TAX 1,767.43

Depreciation and amortisation 1,257.74

Bad Debts written off -

3.47

30.08

5.20

-

18.39

(350.00)

513.37

(27.50)

0.72

(2.55)

(8.79)

1,440.13

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 3,207.56

(131.24)

(440.22)

119.56

(288.06)

(739.96)

CASH GENERATED FROM OPERATIONS 2,467.60

416.22

NET CASH GENERATED FROM OPERATIONS (A) 2,051.39

B CASH FLOW FROM INVESTING ACTIVITIES:

(194.43)

0.03

1,600.00

28.42

NET CASH USED IN INVESTING ACTIVITIES (B) 1,434.01

3,485.40

C CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Borrowings 426.68

(3,135.26)

(506.01)

Dividend Paid (231.00)

(47.03)

NET CASH GENERATED FROM FINANCING ACTIVITIES (C) (3,492.62)

NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C)

(7.22)

CASH & CASH EQUIVALENTS (Opening Balance) 345.83

CASH & CASH EQUIVALENTS (Closing Balance) 338.61

(7.22)

Cash Flow Statement for the year ended 31st March, 2017

PARIKH & SHAH P. M. PATEL S. M. PATEL

Chartered Accountants Chairman



2016-17


2. Use of Estimates:

3. Fixed Assets:

R

4. Investments:

5. Inventory Valuation:

6. Foreign Currency Transactions:

2016-17

8. Sales:

9. Borrowing Costs:

10. Taxes on Income:

11. Dividend:

12. Provisions and Contingencies:

Warranties:

2016-17

As at

31st March,

2017

in Lacs

31st March,

R

Note

2 Share Capital

Authorised

R 1,200.00

1,200.00

R 1,155.00

1,155.00

a)

31st March,

2017

31st March, 2016

11550000 11550000

11550000 11550000

R

b)

31st March, 2017

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

70


31st March,

2017

in Lacs

31st March,

R

3 Reserves & Surplus

152.14

20.00

10,200.60

–

10,200.60

1,168.43

1,184.70

2,353.13

Proposed Dividend –

–

–

–

2,353.13

12,725.87

4 Long-Term Borrowings

Secured

652.86

–

652.86

#-

of the company and Second charge by way of hypothecation on entire current assets

2016-17

71

31st March,

2017

in Lacs

31st March,

R

5 Deferred Tax Liabilities (Net)

Deferred Tax Liabilities:

1,853.96

1,853.96

Deferred Tax Assets:

37.18

41.31

Provision for Compensated absences 47.32

Unabsorbed Depreciation -

125.81

1,728.15

6 Other Long-Term Liabilities

13.15

104.19

Deposit from Customers -

584.74

702.08

7 Long-Term Provisions

136.73

136.73

8 Short-Term Borrowings

Secured

Loan Repayable on Demand

1,926.75

1,926.75

#


2016-17

72

31st March,

2017

in Lacs

31st March,

R

9 Trade Payables

77.78

Others 2,283.90

2,361.68

Other Current Liabilities

376.00

12.74

Unpaid Dividend 33.74

10.59

435.74

97.34

192.34

79.14

81.01

1,318.64

Short-Term Provisions

-

-

-

6.92

Provision for Contingencies 21.46 -

28.38

* Additional disclosures relating to certain provisions (as per AS-29)

Warranties

3.57

Provision made during the year 24.36

21.00

6.92


2016-17

73

12 Fixed Assets

COST DEPRECIATION/AMORTISATION NET BLOCK

Particulars As at

1st April

2016

Additions Deductions As at

31st March

2017

Up to

1st April

2016

Adjustment

on account

of sale

For the

year

Up to

31st March

2017

As at

31st March

2017

As at

31st March

2016

Tangible Assets

(Previous year)

Intangible Assets

(Acquired)

Computer Software

(Previous year)

R R

Total 70.93 173.00

R R


(R in Lacs)

2016-17

31st March,

2017

in Lacs

31st March,

13 Non-Current Investments

R

14 Long-Term Loans and Advances

Unsecured, Considered Good:

0.83

Security Deposits 145.97

3.43

651.47

15.35

340.93

Considered Doubtful:

1.85

1.50

40.44

43.79

(43.79)

–

1,157.98

R R

15 Inventories

At the lower of cost and net realizable value:

865.66

601.25

1,428.83

16.51

208.24

2.50

3,122.99


2016-17

75

31st March,

2017

in Lacs

31st March,

16 Trade Recievables

36.51

44.60

2,726.64

2,807.75

(44.60)

2,763.15

17 Cash and Cash Equivalents

Cash-on-Hand 1.30

On current accounts 29.24

33.75

274.32

R

previous year R

338.61

18 Short-Term Loans and Advances

Unsecured

considered good

130.18

52.96

92.02

Considered Doubtful :

Other advances 9.52

(9.52)

275.16

R R

19 Other Current Assets

4.03

3.81

Others 8.93

16.77


2016-17


31st March,

2017

in Lacs

31st March,

20 Revenue from Operations

20,873.38

73.17

–

20,946.55

2,091.25

18,855.30

121.81

18,977.11

21 Other Income

17.77

Others 9.73

27.50

30.00

–

57.50

22 (Increase)/Decrease in Inventories

Closing stock

1,428.83

16.51

601.25

2,046.59

Opening stock

1,190.30

14.00

640.74

1,845.04

(201.55)

23

1,884.70

136.04

89.03

61.33

2,171.09

2016-17

77

31st March,

2017

in Lacs

31st March,

24 Finance Costs

473.24

Other borrowing costs 40.13

–

513.37

25 Other Expenses

1,178.38

713.07

Processing and Other Charges 699.89

Machinery

Others

245.96

19.30

32.40

39.29

Communication Charges 29.19

109.01

52.54

6.21

Cost audit fees 0.61

–

677.70

Carriage Outward 331.08

14.00

5.97

18.39

30.08

–

7.73

27.54

539.95

4,778.26


2016-17

78

2016-2017

in Lacs

R

26

a)

i) 266.66

(ii) 85.28

(iii) 1.98

(iv) 13.04

b) 89.13

27

provided for –

28 R

29

30

R

Particular SBNs* Other Denomination Notes Total

Permitted Payments

31

R


2016-17


2016-2017

in Lacs

R

122.52

13.52

136.04

2016-2017

in Lacs

R

2.

A) Changes in the Present Value of Obligation

789.62

59.34

Current Service Cost 41.88

Past Service cost 2.91

(31.66)

71.43

933.52

B) Changes in the Fair Value of Plan Assets

912.07

70.67

15.87

–

(31.66)

966.95

C)

Fair Value of Assets

933.52

966.95

(33.43)

2016-17

80

2016-2017

in Lacs

R

D) Amount recognized in the Balance Sheet

(33.43)

E)

Current Service Cost 41.88

59.34

(70.67)

–

Past Service Cost 2.91

55.56

89.03

F) Principal Actuarial Assumptions used

G) Experience Adjustments


2016-17

81

2016-2017

in Lacs

R

H) Expected Employer’s contribution in next year

I) Major categories of plan assets as a percentage of fair value of the total plan assets

33

34

A

B

Transactions Relatives of Key Management Personnel 2016-2017

in Lacs

R

Executive Directors

133.82

134.19

133.82

Key Managerial Personnel other than Directors

31.11

20.92

C


2016-17

82

35

Opening

R in Lacs

Components

36

R

R R

Components

2016-2017

in Lacs

R

(B)

(i) 3,863.20

(ii) 2,889.67

(iii) 2,287.91

9,040.78


2016-17

83

(C) 2016-2017 2016-2017

(i)

1.03

98.97

100.00

(ii)

1.66

98.34

100.00

37 2016-2017

in Lacs

R

83.92

Stores and Spares 18.66

38

577.58

39

18.28

9.60

0.00

6.66

Others 1.90

40

1 1

28,43,000

R 56.86 R

2015-2016

41


PARIKH & SHAH


Chairman


Partner Chief Financial Officer Company Secretary

th th May, 2017

2016-17

GROSS BLOCK & NET BLOCK

r

r

2016-17Rs. 1184.70

2015-16Rs. 547.95

2014-15Rs. 418.13

2013-14Rs. 463.22

2012-13Rs. 530.43

2012-13 -14 2014-15 2015-16 2016-17Gross Block 25732.50 27722.73 29721.54 30094.18 30018.39Net Block 15008.32 16198.34 16981.42 16125.13 15062.31

0.005000.00

10000.0015000.0020000.0025000.0030000.0035000.00

Rs.

In L

acs

Gross Block and Net Block

2013

2012-13 2013-14 2014-15 2015-16 2016-17Total Income 16696.68 15798.7 17979.3 20125.45 21125.86Capital Employed 18163.42 19355.57 20960.14 18457.54 18188.63

0

5000

10000

15000

20000

25000

Rs.

in L

acs

TOTAL INCOME AND CAPITAL EMPLOYEDr

2016-17

85

ATTENDANCE SLIP

ABC BEARINGS LIMITED(CIN: L29130MH1961PLC012028)

ABC BEARINGS LIMITED

(CIN: L29130MH1961PLC012028)

Ph No.: 022-2496 4500, Fax: 022-2495 0527, E-Mail: [email protected], Website: www.abcbearings.com

PROXY FORM

D

D

D

D

2016-17

Resolu-

tion No.

Resolution Optional

Ordinary Business: For Against

Declaration of dividend of Rs. 2/-on Equity Shares for 2016-17.

Special Business

10

Note:

kumarbf

Typewritten Text

Annexure 1

kumarbf

Typewritten Text

Annexure 2

The Timken Company | Engineered Bearings & Mechanical ... · 2016-17 2 NOTICE NOTICE is hereby...

Documents

Transcript of The Timken Company | Engineered Bearings & Mechanical ... · 2016-17 2 NOTICE NOTICE is hereby...