2016-2017

Annual Report2013-2014

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

Statement of Profit and Loss 65

Cash Flow Statement 66

Significant Accounting Policies 67

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.

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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: regdoff@abcbearings.com

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

E-mail: investor@bigshareonline.com

WORKS 1. GIDC Industrial Estate, Bharuch - 392 015, Gujarat State. Phone: 02642 - 248223/4, 246353, 227398 Fax : 02642 - 247591 E-mail: mktbrh@abcbearings.com

2. Khasra No.122 MI, Central Hope Town, Village: Selaqui, Tehsil: Vikas Nagar, Dehradun-248197, Uttarakhand.

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NOTICENOTICE 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:

1. Toreceive,considerandadopttheAuditedFinancialStatementsoftheCompanyforthefinancialyearended31stMarch,2017, together with Reports of the Board of Directors and the Auditors thereon.

2. To declare dividend on Equity Shares.

3. ToappointaDirectorinplaceofMr.P.M.Patel,havingDirectorIdentificationNumber00012138,whoretiresbyrotationandis eligible for re-appointment.

4. ToappointStatutoryAuditorsoftheCompanyforaperiodoffiveyearstoholdofficefromtheconclusionofthisMeetingtilltheconclusionof61stAnnualGeneralMeetingtobeheldforthefinancialyear2021-22andtofixtheirremunerationandforthepurpose,toconsiderandifthoughtfit,topass,withorwithoutmodification(s),thefollowingresolutionasanOrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and all other applicable provisions, if any, of the CompaniesAct,2013,readwiththeCompanies(AuditandAuditors)Rules,2014(includinganystatutorymodification(s)orenactment 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 StatutoryAuditorsof theCompany fora termoffiveyears fromtheconclusionof thisMeeting till theconclusionof61stAnnualGeneralMeetingtobeheldforthefinancialyear2021-22,subjecttoratificationofappointmentbyMembersateveryAnnualGeneralMeetingandthattheManagingDirectorbeandisherebyauthorisedtofixtheirremuneration,forthefinancialyear 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:

5. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasanOrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions, if any, of the Companies Act, 2013and theCompanies (Audit andAuditors)Rules, 2014 (includingany statutorymodification(s) or re-enactmentthereof, for the time being in force), M/s. B. J. D. Nanabhoy & Co., Cost Accountants (Registration No.000011) appointed by theBoardofDirectors,toconducttheauditofcostrecordsoftheCompanyforthefinancialyearending31stMarch,2018,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.”

6. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasanOrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Sections 152,161 and any other applicable provisions, if any, of the CompaniesAct,2013,Mr.S.S.Patel,(DIN00012308)whowasappointedasanAdditionalDirectorandwhoseofficeexpiresat this Annual General Meeting, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company hasreceivedaNoticefromamemberunderSection160oftheCompaniesAct,2013proposinghiscandidaturefortheofficeof Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.”

7. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasanOrdinaryResolution:

“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, andtheRulesmadethereunder(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce)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 initialledbytheChairmanforthepurposeofidentificationplacedbeforethismeetingbeandisherebyapproved.”

4th 2017 at 4:00 P. M.

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“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.”

8. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasanOrdinaryResolution:

“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.”

9. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasanOrdinaryResolution:

“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.”

10. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasaSpecialResolution:

“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board and subject to the provisions of Sections 196,197,198, and other applicable provisions, if any, of the Companies Act, 2013 andtheRulesmadethereunder(includinganystatutorymodificationorre-enactmentthereof)readwithScheduleVoftheCompanies 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 purposeofidentificationplacedbeforethismeetingbeandisherebyapproved.”

“RESOLVED FURTHER THAT subject to the provisions of Section 198 and other applicable provisions, if any, of the CompaniesAct,2013,intheeventofinadequacyorabsenceofprofits,Mr.S.M.Patel,bepaidtheremunerationassetoutin 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.”

“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.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.”

11. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasaSpecialResolution:

“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board and subject to the provisions of Sections 196,197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013andtheRulesmadethereunder(includinganystatutorymodificationorre-enactmentthereof)readwithScheduleVofthe 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 thepurposeofidentificationplacedbeforethismeetingbeandisherebyapproved.”

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“RESOLVED FURTHER THAT subject to the provisions of Section 198 and other applicable provisions, if any, of the CompaniesAct,2013,intheeventofinadequacyorabsenceofprofits,Mr.P.M.Patel,bepaidtheremunerationassetoutin 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.”

“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. 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 registeredofficeoftheCompanynotlessthanforty-eighthoursbeforethecommencementofthemeeting.

4. ApersoncanactasaproxyonbehalfofMembersnotexceedingfiftyinnumberandholdingintheaggregatenotmorethanten 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 CompaniesAct,2013arerequestedtosendtotheCompany,acertifiedcopyoftherelevantboardresolution,togetherwiththeir 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 forthwithtotheregisteredofficeoftheCompany/Registrar&ShareTransferAgent.Itmaybenotedthatoncetheunclaimed/unpaid dividend is transferred to the Investor Education and Protection Fund as above, no claim shall lie in respect thereof with the Company.

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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

a. ForCDSL:16digitsbeneficiaryID,

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.

(v) Nextentertheimageverificationasdisplayedandclickonlogin.

(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.

(vii)Ifyouareafirsttimeuserfollowthestepsgivenbelow:

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 requestedtousethefirsttwolettersoftheirnameandthe8digitsofthesequencenumberinthePANfield.(Forsequencenumberreferserialno.printedonthenameandaddresssticker)

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before thenumberafterthefirsttwocharactersofthenameinCAPITALletters.Eg.Ifyournameis 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 id/folionumberinthedividendbankdetailsfieldasmentionedininstruction(iv).

(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 theirloginpasswordinthenewpasswordfield.Kindlynotethatthispasswordistobealsousedbythedematholdersforvoting 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 caretokeepyourpasswordconfidential.

(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.

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(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.

(xiv)Afterselectingtheresolutionyouhavedecidedtovoteon,clickon“SUBMIT”.Aconfirmationboxwillbedisplayed.Ifyouwishtoconfirmyourvote,clickon“OK”,elsetochangeyourvote,clickon“CANCEL”andaccordinglymodifyyourvote.

(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.

(xvii)IfdemataccountholderhasforgottenthechangedloginpasswordthenentertheUserIDandtheimageverificationcodeand 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.evoting@cdslindia.com.

• 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 helpdesk.evoting@cdslindia.com 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.

11. AsperSEBI’sNotificationdated16thFebruary,2000,theequitysharesoftheCompanyhavebeencompulsorilydematerialisedand 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 interest,topleasereturnthephysicalcertificatesthroughtheirDepositoryParticipants(DP).

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.

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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: investor@bigshareonline.com

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.

18. Members/Proxiesshouldbringtheattendanceslipdulyfilled-inforattendingthemeeting.

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

By Order of the Board of Directors

Registered Office:402-B, Poonam Chambers,Dr. Annie Besant Road,Worli, Mumbai - 400 018. S. B. DesaiDate: 4th August, 2017. Company Secretary

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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 remunerationofanamountnotexceedingRs.61,000/-(RupeesSixtyOneThousandonly) for thefinancialyearending31stMarch, 2018 payable to the Cost Auditor M/s. B.J.D. Nanabhoy & Co., Cost Accountants, to conduct the audit of the cost records oftheCompanyfortheaforesaidfinancialyear.InaccordancewiththeprovisionsofSection148oftheCompaniesAct,2013andthe Companies (Audit and Auditors) Rules, 2014 , the remuneration payable to the Cost Auditor as recommended by the Audit CommitteeandapprovedbytheBoardofDirectorshastoberatifiedbythemembersoftheCompany.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No.5 of the Notice for ratificationoftheremunerationpayabletotheCostAuditorforthefinancialyearending31stMarch,2018.NoneoftheDirectors,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 depositproposingthecandidatureofMr.S.S.PatelfortheofficeofthedirectoroftheCompany.TheBoardalsoconsidersitdesirable to appoint Mr. S. S. Patel as Director liable to retire by rotation.

Mr.S.S.PatelisnotdisqualifiedfrombeingappointedasaDirectorintermsofSection164oftheCompaniesAct,2013.HehasgivenhisconsenttoactasDirectoroftheCompany.IntheopinionoftheBoard,Mr.S.S.Patel,fulfilsthecriteriaandtheconditions 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.

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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 CompanyattheregisteredofficeoftheCompanybetween10.00a.m.to1.00p.m.onallworkingdays(exceptSaturdays)uptothe 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 whentheCompany’snetworthhadbeenerodedandhesteeredtheCompanytobecomeamarketleaderinitsfield.Hisvisionand 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 bonafidecharitableandotherfunds,providedthatpriorapprovaloftheshareholdersbywayofanordinaryresolutionisobtained,iftheaggregateamountofthecontributioninanyfinancialyearexceeds5%ofitsaveragenetprofit(asdeterminedinaccordancewiththeprovisionsofSection198oftheCompaniesAct,2013),fortheimmediatelyprecedingthreefinancialyears.

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 averagenetprofitfortheimmediatelyprecedingthreefinancialyears,thedonationisrequiredtobeapprovedbytheshareholders.

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”).

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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 ManagerialPersonnelortheirrelativesareinanywayconcernedorinterested,financially,orotherwiseintheresolutionatItemNo. 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. SahirS.Patel.NoneoftheinterestedDirectorsarebeneficiariesofthesaidtrustandhence,willnotderiveanyfinancial/monetarybenefitfromthepassingandimplementationofthesaidresolution.

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 membersattheregisteredofficeoftheCompanybetween10amto1pmonallworkingdays(exceptSaturdays)uptothedateofAnnual 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”).

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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 ManagerialPersonnelortheirrelativesareinanywayconcernedorinterestedfinanciallyorotherwiseintheresolutionatItemNo. 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 officeoftheCompanybetween10a.m.to1p.m.onallworkingdays(exceptSaturdays)uptothedateofAnnualGeneralMeetingof 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:

TheExecutiveChairmanshallbeentitledtothefollowingperquisitesandbenefits:

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.

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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.

C. RetirementBenefits:

ProvidentFundandGratuityonthefixedmonthlysalaryinaccordancewiththeCompany’sRules.

D. Minimum Remuneration:

Notwithstandinganythingtothecontraryhereincontained,where,inanyfinancialyearduringthecurrencyofthetenureofMr.S.M.Patel,theCompanyhasnoprofitsoritsprofitsareinadequate,theCompanywillpaytoMr.S.M.Patel,remunerationbywayofsalary,benefits,perquisitesandallowancesasspecifiedabovesubjecttothelimitslaiddowninScheduleVtotheCompanies Act, 2013.

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.

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

The Draft Agreement, referred to above, to be entered into with Mr. S. M. Patel is available for inspection by the members of the CompanyattheregisteredofficeoftheCompanybetween10.00a.m.to1.00p.m.onallworkingdays(exceptSaturdays)uptothe date of the Annual General Meeting.

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:

TheManagingDirectorshallbeentitledtothefollowingperquisitesandbenefits:

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.

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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.

C. RetirementBenefits:

ProvidentFundandGratuityonthefixedmonthlysalaryinaccordancewiththeCompany’sRules.

D. Minimum Remuneration:

Notwithstandinganythingtothecontraryhereincontained,where,inanyfinancialyearduringthecurrencyofthetenureofMr.P.M.Patel,theCompanyhasnoprofitsoritsprofitsareinadequate,theCompanywillpaytoMr.P.M.Patel,remunerationbywayofsalary,benefits,perquisitesandallowancesasspecifiedabovesubjecttothelimitslaiddowninScheduleVtotheCompanies Act, 2013.

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.

The particulars set out above may be treated as an abstract of the Agreement, proposed to be entered into between the Company 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 Board of Directors recommends the resolution for approval of the members.

The Draft Agreement, referred to above, to be entered into with Mr. P.M. Patel is available for inspection by the members of the CompanyattheregisteredofficeoftheCompanybetween10.00a.m.to1.00p.m.onallworkingdays(exceptSaturdays)uptothe date of the Annual General Meeting.

RegisteredOffice: By order of the Board of Directors402-B, Poonam Chambers,Dr. Annie Besant Road,Worli, Mumbai-400 018.

Place : Mumbai S. B. Desai Date : 4th August, 2017 Company Secretary

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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 19034.61 lacs. c)ProfitR 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. Director IdentificationNumber (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 associated with the Company 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.

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6. Job profile and hissuitability

: Mr. S. M. Patel has finance background with aqualification of Diploma inAccountancy & 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 Companyhasbenefitedwell.

Mr. P. M. Patel is a graduate from University of Bombay with M.B.A. from USA and has been associated with the Company 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

: Keepinginviewthefinancialposition 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.

Keeping in view the financialposition 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 remunerationprofilewith respect to industry, size of the company,profileof 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 Company, profile positionetc.

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 the Company, profile positionetc.

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.

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III Other information

1. Reasonforlossorinadequacyofprofits. : 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

: The Company has budget plan for the next five years to reduce thedependency 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. Expectedincreaseinproductivity/profit : Theprospect for thefinancialyear2017-18seems tobeencouragingand the Company is hopeful of achieving increase of 7% in productivity. Thiswillincreaseoverallprofitability.

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.

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BOARD’S REPORTTo 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 ended31.03.2017

R in Lacs

Year ended31.03.2016

R in Lacs

GrossProfitbeforeFinanceCosts,DepreciationandTax 3538.54 2787.65

Less: Finance Costs 513.37 697.84

Depreciation 1257.74 1251.49

ProfitbeforeTax 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

ProfitafterTax 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

*AsperAccountingStandard4(Revised), provision forProposedDividend is no longer required to bemade in the financialstatements.

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.

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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)

Rs. in Crores

0.0020.0040.0060.0080.00

100.00120.00140.00160.00180.00200.00

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 somedisruptionduringthefirsthalfofthisyear.

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 R2/-(20%)perEquityShareforthefinancialyearended31stMarch,2017,ifapprovedatthe forthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Membersason20thSeptember,2017and(ii)tothosewhosenamesasbeneficialownersarefurnishedbyNationalSecuritiesDepository Limited and Central Depository Services (India) Limited as on that date.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

IntermsofSection125oftheCompaniesAct,2013,anyunclaimedorunpaidDividendrelatingtothefinancialyear2009-10isduefor remittance to the Investor Education and Protection Fund established by the Central Government on 12th September, 2017.

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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:

Duringtheyear,theCompanyhasnotacceptedanyfixeddepositsundertheCompaniesAct,2013.

QUALITY CERTIFICATIONS:

YourCompanycontinuestoenjoytheTS16949aswellastheISO140001certifications.TheOriginalEquipmentcustomerscontinuetoreposetheirconfidencewithself-certificationstatusfortheCompany.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Basedon the frameworkof internalfinancialcontrolsandcompliancesystemsestablishedandmaintainedby theCompany,the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and therelevantBoardCommittees,includingtheAuditCommittee,theBoardisoftheopinionthattheCompany’sinternalfinancialcontrols 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 Directors,tothebestoftheirknowledgeandabilityconfirmthat:

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 stateofaffairsoftheCompanyasat31stMarch,2017andoftheprofitoftheCompanyfortheyearendedonthatdate;

iii. theyhave takenproper and sufficient care for themaintenanceof adequate accounting records in accordancewith theprovisions 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;

v. theyhavelaiddowninternalfinancialcontrolstobefollowedbytheCompanyandthatsuchinternalfinancialcontrolsareadequate 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.

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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.K.Choudhary,ChiefFinancialOfficer

• 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:TheCompanyhasreceivedthedeclarationsintheprescribedformatfromeachIndependentDirectorconfirmingthattheymeetthe 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.

InthisfieldwearesupportinganEnglishMediumSchool,inruralareaofGujarat,whichhasanenrolmentofapproximately600 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 appoint M/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 Meetingtilltheconclusionof61stAnnualGeneralMeetingsubjecttoratificationbyMembersineachAnnualGeneralMeeting.Asrequired under the provisions of Section 139 and Section 141 of the Companies Act, 2013, the Company has received a written certificatefromtheStatutoryAuditors,totheeffectthattheirappointment,ifmade,wouldbeinconformitywiththelimitsspecifiedin 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)”.

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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.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditors’ reports:Therehavebeennodisqualifications,reservations,adverseremarksordisclaimersintheauditors’reports,requiringexplanationor 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:During thefinancialyear2016-17, theCompanyhasentered into transactionswitha relatedpartyasdefinedunderSection2(76)oftheCompaniesAct,2013readwithCompanies(SpecificationofDefinitionsDetails)Rules,2014,allofwhichwereintheordinary 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 ourregisteredofficeorwritetotheCompanySecretaryforacopyofit.

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 andDisclosureRequirements)Regulations,2015alongwithAuditors’Certificate confirming thecomplianceof conditionsonCorporate 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/.

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POLICY ON NOMINATION AND REMUNERATION:

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

1. To formulatecriteriaandadvise theBoard inmattersofdeterminingqualifications,competencies,positiveattributesandindependence 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.

Criteria and Qualification for Nomination and Appointment:

ApersontobeappointedasDirector,KMPoratSeniorManagementlevelshouldpossessadequateandrelevantqualification,expertise and experience for the position that he/she is being considered for. The Nomination and Remuneration Committee (NRC) will evaluate whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for theconcerned 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:

DuringtheyearfiveBoardMeetings,fourAuditCommitteeMeetings,threeNominationandRemunerationCommitteeMeeting,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

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23

ANNEXURE (A) TO BOARD’S REPORTANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline of Company’s CSR Policy.

The key purpose of this policy is to:

• DefinewhatCSRmeanstousandtheapproachadoptedtoachieveourobjectives.

• DefinethekindofprojectsthatwillcomeundertheambitofCSR.

• 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;

iv. Ensuringenvironmentalsustainability,ecologicalbalance,protectionoffloraandfauna,animalwelfare,agro-forestry,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;

vi. Measuresforthebenefitofarmedforcesveterans,warwidowsandtheirdependents;

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. Averagenetprofitforlastthreefinancialyears:

AverageNetProfit:r6.91 Crores

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

The Company is required to spend r13.83 lacs.

2. DetailsofCSRspentduringthefinancialyear:

(a) Totalamountspentforthefinancialyear:r14/- lacs.

(b) Amount unspent, if any: Nil

(c) Mannerinwhichtheamountspentduringthefinancialyearisdetailedbelow:

Sr. No.

CSR project or activity identified

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

Not Applicable.

4. TheCSRCommitteeconfirms that the implementationandmonitoringof theCSRPolicy is incompliancewith theCSRobjectives and Policy of your Company.

P. M. Patel S. M. PATEL Managing Director Chairman DIN : 00012038 DIN : 00012036

CSR CommitteePlace : Mumbai Date : 4th August, 2017

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ANNEXURE (B) TO BOARD’S REPORTSecretarial 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 MembersABC Bearings Limited,402-B, Poonam Chambers, Dr. Annie Besant Road, 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.

BasedonmyverificationoftheCompany’sBooks,Papers,MinutesBooks,FormsandReturnsfiledandotherrecordsmaintainedbytheCompanyandalsotheinformationprovidedbytheCompany,itsofficers,agentsandauthorizedrepresentativesduringtheconductofsecretarialaudit,Iherebyreportthatinmyopinion,theCompanyhas,duringthefinancialyearended31stMarch,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 haveexamined thebooks,papers,minutesbooks, formsand returnsfiledandother recordsmaintainedbyABCBearingsLimited(“theCompany”)forthefinancialyearendedon31stMarch,2017,accordingtotheprovisionsof:

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;

d. TheSecuritiesandExchangeBoardofIndia(ShareBasedEmployeeBenefits)Regulation,2014.

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.

IhavereliedontherepresentationmadebytheCompanyanditsofficersforsystemsandmechanismformedbytheCompanyfor 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.

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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.

Duringthefinancialyearunderreport,theCompanyhascompliedwiththeprovisionsoftheAct,Rules,Regulations,Guidelines,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 sevendaysinadvance,andasystemexistsforseekingandobtainingfurtherinformationandclarificationontheagendaitemsbefore 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.

Ifurtherreportthatduringtheauditperiodtherewerenospecificevents/actionshavingamajorbearingontheCompany’saffairsin pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above.

D. M. DalalPlace : Mumbai Practising Company SecretaryDate : 9th May, 2017 ACS No.: 4147, CP No. 8728

Annexure IThe 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 ofthecontentsofthesecretarialrecords.Theverificationwasdoneontestbasistoensurethatcorrectfactsarereflectedinsecretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. IhavenotverifiedthecorrectnessandappropriatenessoffinancialrecordsandBooksofAccountsoftheCompany.

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 Management.Myexaminationwaslimitedtotheverificationofprocedureontestbasis.

6. TheSecretarialAuditReportisneitheranassuranceastothefutureviabilityoftheCompanynoroftheefficacyoreffectivenesswith which the Management has conducted the affairs of the Company.

D. M. DalalPlace : Mumbai Practising Company SecretaryDate : 9th May, 2017 ACS No.: 4147, CP No. 8728

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ANNEXURE (C) TO BOARD’S REPORTParticulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY:

1. SeeingthebenefitsofPowerSavingprojectbyinstallationofLEDFittings,thesaidprojectwasexpandedonawiderrange in Grinding Lines Area. LED lights will be installed in other areas in phased manner.

2. Horizontaldeploymentofenergyefficientthyristorbaseelectpanelwasinstalledinoneshakerhearthontrialbasisandbenefit inefficiencywasmonitored.Since thebenefitwaspositive, itwas installed insecondshakerhearth furnace,tempering furnace and endo-gas generator.

Green Initiative:

1. Consumptionof oilwas reducedbymaking common tankbetween twoback toback super finishmachines. It alsoresulted 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:

1. Digitalflowswitchesinstalledoninternalgrindingmachinesandcentrelessgrindingmachine.

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

For and on behalf of the Board

Place : Mumbai S. M. PATEL Date : 4th August, 2017 Chairman

DIN : 00012036

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ANNEXURE (D) TO BOARD’S REPORTFORM 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 Details1 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 Justificationforenteringintosuchcontractsorarrangementsortransactions Not Applicable

6 Date of approval by the Board Not Applicable

7 Amount paid as advances, if any Not Applicable

8 DateonwhichthespecialresolutionwaspassedinGeneralMeetingasrequiredunderfirstproviso to Section 188

Not Applicable

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

SL. No. Particulars Details1 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

For and on behalf of the Board

Place : Mumbai S. M. PATEL Date : 4th August, 2017 Chairman

DIN : 00012036

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ANNEXURE (E) TO BOARD’S REPORTForm No.MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2017.

[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) AddressoftheRegisteredOfficeandcontactdetails: 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli, Mumbai - 400 018. Phone: 022-24964500, 24964501, 66608851 Fax: 022-24950527 Email: regdoff@abcbearings.com

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: investor@bigshareonline.com

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

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IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

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 Shares Demat 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 shareholdersholding nominal sharecapital upto R2 lakhs

1583708 364800 1948508 16.87 1498119 339927 1838046 15.91 –0.96

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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 Shares Demat Physical Total % of Total

Shares

ii) Individual shareholdersholding nominal sharecapital 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

Promoter1 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 Group3 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.

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

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.

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

10 Sanjay Gulabchand Bafna 54,070 0.47 01-04-2016 0 54,070 0.4722-04- 016 -650 Transfer 53,420 0.46

12-08-2016 -100 Transfer 53,320 0.4626-08-2016 -650 Transfer 52,670 0.4602-09-2016 -300 Transfer 52,370 0.4509-09-2016 -100 Transfer 52,270 0.4523-09-2016 -100 Transfer 52,170 0.4530-09-2016 -300 Transfer 51,870 0.4507-10-2016 -150 Transfer 51,720 0.4514-10-2016 -200 Transfer 51,520 0.4521-10-2016 -100 Transfer 51,420 0.4523-12-2016 -150 Transfer 51,270 0.4428-02-2017 -51270 Transfer 0 0.0031-03-2017 51270 Transfer 51270 0.4431-03-2017 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 ChairmanAt 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 DirectorAt the beginning of the year 109124 0.94 109124 0.94

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)

109124 0.94 109124 0.94

3 Mr. T. M. Patel, Executive DirectorAt the beginning of the year 100374 0.87 100374 0.87

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)

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

Nil Nil Nil Nil

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

Nil Nil Nil Nil

5 Mr. S. K. Diwanji, DirectorAt the beginning of the year 7950 0.07 7950 0.07Date 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)

7950 0.07 7950 0.07

6 Mr. J. R. Patel, DirectorAt the beginning of the year 350 0.00 350 0.00Date 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)

350 0.00 350 0.00

7 Mr. N. M. Shah, DirectorAt the beginning of the year Nil Nil Nil NilDate wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.):

Nil Nil Nil Nil

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

Nil Nil Nil Nil

8 Ms. J. P. Abraham, DirectorAt the beginning of the year Nil Nil Nil NilDate wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.):

Nil Nil Nil Nil

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

Nil Nil Nil Nil

9 Mr. S.K. Choudhary, Chief Financial OfficerAt the beginning of the year Nil Nil Nil NilDate wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.):

Nil Nil Nil Nil

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

Nil Nil Nil Nil

10 Mr. S. B. Desai, Company SecretaryAt the beginning of the year Nil Nil Nil NilDate wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.):

Nil Nil Nil Nil

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

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 of the financial year

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 the financial year

• Addition 421.61 – – 421.61

• Reduction 3,146.54 – – 3,146.54

Net Change (2,724.93) – – (2,724.93)

Indebtedness at the end ofthe financial year

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 Amount

Mr. 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*

(c)ProfitsinlieuofsalaryunderSection17(3) of the Income-Tax Act, 1961.

– – – –

2 Stock Option – – – –

3 Sweat Equity – – – –

4 Commission --as%ofprofit -- 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 Amount

Mr. 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/WTDR in lacs

Sl. No.

Particulars of Remuneration Key Managerial PersonnelTotalMr. S.K. Choudhary

ChiefFinancialOfficer 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

(c)ProfitsinlieuofsalaryunderSection17(3)oftheIncome-TaxAct, 1961.

– – –

2 Stock Option – – –

3 Sweat Equity – – –

4 Commission

--as%ofprofit – – –

-- 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

For and on behalf of the Board

Place : Mumbai S. M. PATEL Date : 4th August, 2017 Chairman

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 duringthefinancialyear,ratioofremunerationofDirectorstotheMedianremunerationofemployees.

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 ChiefFinancialOfficer 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 R2,61,048/-forthefinancialyear2016-17.

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 financialyearanditscomparisonwiththepercentileincreaseinthemanagerialremunerationandjustificationthereofandpoint 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. Affirmation

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remunerationpaid to theDirectors,KeyManagerialPersonnel isasper the remunerationpolicyof theCompany.

For and on behalf of the Board

Place : Mumbai S. M. PATEL Date : 4th August, 2017 Chairman

DIN : 00012036

2016-17

41

10 YEARS’ H I G H L I G H T S R in lacsPARTICULARS 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17Sales & Other Income 19534.84 15064.33 17737.99 22480.14 19441.70 16696.68 15798.70 17979.30 20125.45 21125.86Materials 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

Profit / (Loss) Before Tax & 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)

Diminution in value of Investments 0.00 9.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Provision for Current Tax 1011.86 359.50 1030.00 1220.07 500.00 157.50 152.50 97.00 180.00 380.00

MAT Credit Entitlement 0.00 0.00 0.00 0.00 0.00 (153.35) (144.94) (96.25) (172.98) (83.95)

Provision for Deferred Tax (Charge) / Credit 166.09 (15.84) (17.13) (156.72) (202.76) (246.40) (230.17) (62.02) 283.35 286.68

Profit/(Loss) After Tax & Exceptional Items

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 Tax on Equity Dividend 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

Net Current Assets(Including non-current items)* 5956.97 7975.13 4217.03 3787.28 3371.55 1905.10 1907.23 2728.72 1082.41 3126.32

Total Assets (Net) 11127.34 13192.18 9822.65 13444.97 16772.88 18163.42 19355.57 20960.14 18457.54 18188.63

Share Capital - Equity 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00

Reserves and Surplus 6125.47 6472.79 7921.14 9942.47 10805.53 10998.14 11191.10 11271.25 11541.17 12725.87Net Worth 7280.47 7627.79 9076.14 11097.47 11960.53 12153.14 12346.10 12426.25 12696.17 13880.87

Borrowings* 3590.16 5291.84 456.83 1901.10 4163.19 5114.73 5883.76 7375.77 4319.90 2579.61

Deferred Tax Liability 256.71 272.55 289.68 446.40 649.16 895.55 1125.71 1158.12 1441.47 1728.15

Total Fund Employed 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 Debt: Equity* 0.49 0.69 0.05 0.17 0.35 0.42 0.48 0.59 0.34 0.19

Turnover/Inventory(Times) 6.16 4.50 5.45 10.26 4.44 4.04 4.97 3.78 6.73 6.76

Turnover/Net Block* 5.01 3.80 4.07 2.67 1.60 1.11 0.98 1.06 1.25 1.40

Current Assets / Current Liabilities*

2.76 4.36 2.22 1.90 1.77 1.33 1.39 1.47 1.16 1.76

Number of Shareholders 7757 8345 7625 10764 9848 9219 8732 7640 7321 7403

No. of Employees 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 ANALYSISa) 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, thegrowthofMediumandHeavyVehiclesremainingflatat3.42lacvehicles.

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 fleetfilling.

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.

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Yourcompanyhasalreadytakenthefollowingstepstofightagainstthethreats.

1. The Company has drawn five years long term rolling plan to capitalize the opportunities and countermeasures toovercome 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

TheCompany has only one segment of activity namely ‘Bearings’ as defined byAccountingStandard-17 of Institute ofCharteredAccountantsof IndiaandasspecifiedunderSection133of theCompaniesAct,2013readwithRule7of theCompanies (Accounts) Rules, 2014.

d) Outlook

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

e) Environment & Sustainability

Towards fulfilling our responsibility for the environment, the company continuously works for reducing the impacts onenvironment. 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 efficientlightings,Implementationofreusablepackagingsystemsareundertakenforenvironmentalprotection.

As an integral part of Environmental Management System ISO 14001:2004, the Company measures and monitors the key environmentalparameterslikewaterconsumption,effluentdischarge,gasemission,electricconsumptionetc.andimprovesevery 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 energyefficiency.TheCompanydesignsandmanufacturesthebearingswithhigherloadratingwithintheexistingboundarydimensions 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 lawstohelpprotectitsassetsagainstfinanciallosses.TheAuditCommitteecomprisingofIndependentDirectorsregularlyreviewthefinancialandriskmanagementpolicies,monitorscontrolprocedures,reviewkeyauditfindingsandrecommendmeasures to improvise risk mitigation plan concerning the business of the Company. The scope of work for the Internal Auditorsisdesignedinthemannerthattheyreviewtheprocessesandtransactionsonperiodicbasis,discusstheirfindingswith 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 allmaterialrespectstopermitpreparationoffinancialstatementsinconformitywithestablishedaccountingprinciples.

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.

ProfitbeforeexceptionalitemandtaxwasRs.14.17croresfortheyear2016-17ascomparedtoRs.8.38croresinpreviousyear. There is improvement at operating levels on account of increase in sales.

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h) Human Resources and Industrial Relations

TheCompanyhasstartedregulartrainingwithscientificwayasawholefromthelastyear.Itwasdecidedthateveryemployeeshouldgiveatleasteighthourstrainingduringfinancialyear.TheCompanystartedwithskillgapanalysistomakethetrainingmore 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, buildingpositiveattitude,softskill,flowmanagementandsoon.

For and on behalf of the Board

Place : Mumbai S. M. PATEL Date : 4th August, 2017 Chairman

DIN : 00012036

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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 andconfirms to theprovisionsof theCompaniesAct,2013andSEBI (ListingObligationsandDisclosureRequirements)Regulations, 2015. As at 31st March, 2017, the Board of Directors comprises of 8 Directors, of which 4 are Non-Executive andIndependent.ThepresentstrengthoftheBoardreflectsthejudiciousmixofprofessionalism,competenceandsoundknowledge 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 Chairmanofmorethan5committees[asspecifiedinSEBI(ListingObligationsandDisclosureRequirements)Regulations,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 duringthefinancialyear2016-17andatthelastAnnualGeneralMeeting(AGM),asalsothenumberofDirectorshipsheldbythem 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/NoMember 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.

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Duringthefinancialyear2016-17,fiveBoardmeetingswereheldonthefollowingdatesi.e.on10thMay,2016,27thJuly,2016, 19th October, 2016, 23rd January, 2017 and 16th March, 2017 and the Annual General Meeting was held on 27th July, 2016.

ProfileofDirectorseekingre-appointmentin56thAnnualGeneralMeeting:

Name of the Director Mr. S. M. Patel

DirectorIdentificationNumber(DIN) 00012036

Date of Birth 05.11.1944

Date of Appointment on Board 02.09.1989

Qualification 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)

1.DaikaffilChemicalsIndiaLtd.

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.

2.ChairmanofAuditCommitteeofDaikaffilChemicalsIndiaLtd.

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

DirectorIdentificationNumber(DIN) 00012138

Date of Birth 05.11.1947

Date of Appointment on Board 01.08.1989

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

Shareholding in ABC Bearings Ltd. 109124 Equity Shares

List of Directorships held in other Companies (excluding foreign, private and Section 8 Companies)

1. Eimco Elecon (India) Ltd.

2. EMTICI Engineering Ltd.

3. Elecon Engineering Co. Ltd.

Memberships/Chairmanships of Audit and Stakeholders’ Relationship Committees across Public 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

ProfileofDirectorseekingAppointmentin56thAnnualGeneralMeeting:

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Name of the Director Mr. S. S. Patel

DirectorIdentificationNumber(DIN) 00012308

Date of Birth 06.11.1972

Date of Appointment on Board 19.10.2016

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

Shareholding in ABC Bearings Ltd. Nil

List of Directorships held in other Companies (excluding foreign, private and Section 8 Companies) Nil

Memberships/Chairmanships of Audit and Stakeholders’ Relationship Committees across Public 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 ofconflictsofinterest.Thedeclarationswithregardtoitscompliancehavebeenreceivedfortheyear2016-17fromalltheBoard Members and Senior Management Personnel.

Therewerenomaterialfinancialandcommercialtransactions,inwhichBoardMembersorSeniorManagementPersonnelhad personal interest,which could lead to potential conflict of interestwith theCompany during the year. TheCode ofConduct is also available on Company’s website viz. www.abcbearings.com.

AdeclarationsignedbytheManagingDirectoraffirmingthecompliancewiththeCodeofConductbytheBoardMembersandSeniorManagementPersonneloftheCompanyforthefinancialyear2016-2017,isgivenbelow:

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

herebydeclaredthatalltheBoardMembersandSeniorManagementPersonnelofABCBearingsLimitedhaveaffirmedthecompliance 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

ThetermsofreferenceofthisCommitteeincludemattersspecifiedintheCompaniesAct,2013,Rulesmadethereunder,Listing Agreements or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,asmaybeapplicable,andthosespecifiedbytheBoardinwriting.Besideshavingaccesstoallrequiredinformationwithin 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:

i. OversightoftheCompany’sfinancialreportingprocessandthedisclosureofitsfinancialinformationtoensurethatthefinancialstatementiscorrect,sufficientandcredible;

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;

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iv. Reviewing,withtheManagement,theannualfinancialstatementsandauditor’sreportthereonbeforesubmissiontotheBoard 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.

d) Significantadjustmentsmadeinthefinancialstatementsarisingoutofauditfindings.

e) Compliancewithlistingandotherlegalrequirementsrelatingtofinancialstatement.

f) Disclosure of any related party transactions.

g) Qualifications/modifiedopinion(s)inthedraftauditreport.

v. Reviewing,withtheManagement,thequarterlyfinancialstatementsbeforesubmissiontotheBoardforapproval;

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

vii. ApprovaloranysubsequentmodificationoftransactionsoftheCompanywithrelatedparties;

viii. Scrutiny of inter-corporate loans and investments;

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

x. Evaluationofinternalfinancialcontrolsandriskmanagementsystems;

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

xii. Discussionwithinternalauditorsofanysignificantfindingsandfollowupthereon;

xiii. Reviewingthefindingsofanyinternalinvestigationsbytheinternalauditorsintomatterswherethereissuspectedfraudor 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;

xvii.ApprovalofappointmentofChiefFinancialOfficerafterassessingthequalifications,experienceandbackground,etc.ofthe 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

Duringthefinancialyear2016-17,fourAuditCommitteemeetingswereheldonthefollowingdatesi.e.on10thMay,2016,27th July, 2016, 19th October, 2016 and 23rd January, 2017.

All themembersontheAuditCommitteehavetherequisitequalification forappointmentontheCommitteeandpossesssoundknowledgeoffinance,accountingpracticesandinternalcontrols.

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

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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 whentheCostAuditReportistabledfordiscussion.TheManagingDirector,theChiefFinancialOfficerandInternalAuditorsare 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 qualifications,positiveattributesandindependenceoftheDirectorsaswellasidentifyingpersonswhomaybeappointedat 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 thefinancialyear2016-17areasunder:

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

Mr. S. K. Diwanji, Chairman 3 3

Mr. Jal R. Patel, Member 3 3

Mr. Nalin M. Shah, Member 3 3

Duringthefinancialyear2016-17,threeNominationandRemunerationCommitteemeetingswereheldonthefollowingdatesi.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:-

1. The levelandcompositionof remuneration is reasonableandsufficient toattract, retainandmotivateDirectors,KeyManagerial 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 involvesabalancebetweenfixedandincentivepayreflectingshortandlong-termperformanceobjectivesappropriatetothe working of the Company and its goals.

4. TolaydowncriteriaandtermsandconditionswithregardtoidentifyingpersonswhoarequalifiedtobecomeDirectors(Executive and Non-Executive) and persons who may be appointed in Senior Management, Key Managerial positions and to determine their remuneration.

5. TodetermineremunerationbasedontheCompany’ssizeandfinancialpositionandtrendsandpracticesonremunerationprevailing 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.

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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 toProvident 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;

• assessingthequality,quantityandtimelinessofflowofinformationbetweentheCompanyManagementandtheBoardthat 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 attendedMr. S. M. Patel, Chairman Executive 1

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

Mr. T. M. Patel, Member Executive 1

Duringthefinancialyear2016-17,onemeetingoftheCommitteeheldon27thJuly,2016.TheCorporateSocialResponsibilityReportforthefinancialyearended31stMarch,2017isattachedasAnnexureAtotheBoard’sReport.

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.

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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. non-receiptofannualreport,dividendpayment,issueofduplicatesharecertificates,transmissionofsharesandotherrelatedcomplaints. 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 TransferAgent forphysical transferof shares.Thephysical transfersof sharesapprovedare ratifiedat thesubsequentStakeholders Relationship Committee meeting.

Mr.SanjayB.Desai,CompanySecretary,actsastheComplianceOfficeroftheCompany.

Duringthefinancialyear2016-17,thecomplaintsandqueriesreceivedfromtheshareholdersweregeneralinnatureandwere 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

Nonreceiptofsharecertificate 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.

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c) ModifiedOpinioninauditReport:TheAuditorshavesubmittedunmodifiedreportonfinancialstatementsoftheCompany.TheCompanycontinuestoadoptbestpracticesinordertoensurefinancialstatementswithunmodifiedauditreport.

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:

FinancialYear

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

All transactionsentered intowithRelatedPartiesasdefinedunder theCompaniesAct,2013andRegulation23ofSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015duringthefinancialyearwereintheordinarycourseofbusinessandonanarm’slengthbasis.TherewerenomateriallysignificanttransactionswithRelatedPartiesduringthefinancialyearwhichwereinconflictwiththeinterestoftheCompany.

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

TheCompanyhasnomaterial significant transactionswith its relatedparties thatmayhaveapotential conflictwith theinterest 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 conflictwiththeinterestsoftheCompanyatlarge.

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.

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TheCompanyherebyaffirmsthatnoDirector/EmployeehasbeendeniedaccesstotheChairmanoftheAuditCommitteeandthat 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 ObligationsandDisclosureRequirements)Regulations,2015,theunauditedresultsforthelastquarterofthefinancialyearare 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

TheCompanyfollowsApril-Marchasitsfinancialyear.Theresultsforeveryquarteraredeclaredinthemonthfollowingthe quarter except for the quarter January-March, for which the audited results are declared in April/May as permitted under the Listing Agreement.

iii. Date of Book Closure

18th September, 2017 to 20th September, 2017

iv. Dividend Payment Date

After 20th September, 2017

v. Listing on Stock Exchanges

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.

vi. Stock Code

BSE Limited, Mumbai (BSE) - 505665

DematInternationalSecurityIdentificationNumber(ISIN)

in NSDL & CDSL for Equity Shares - INE 779A01011

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vii. Stock Price Data

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

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

ABC

SH

AR

E PR

ICE

ABC SHARE PRICE - VS BSE SENSEX IN 2016-2017

ABC Share Price BSE Sensex in 2016 - 2017

BSE

SE

NSE

X

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ix. Registrars and Transfer Agents

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

x. Share Transfer System

Presently,thesharetransfersreceivedinphysicalformareprocessedandthesharecertificatesarereturnedwithinaperiod of 15 days from the date of receipt, subject to the documents being valid and complete in all respects. As required underthelistingagreementacertificateonhalfyearlybasisandquarterlyreportonReconciliationofShareCapitalfroma 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.

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xiii. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likely impact on Equity

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:

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: investor@bigshareonline.com 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.

For and on behalf of the Board

Place : Mumbai S.M.PATEL Date : 4th August, 2017. Chairman

DIN : 00012036

Auditors’ Certificate regarding compliance of Corporate Governance

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 isneitheranauditnoranexpressionofopinionofthefinancialstatementsoftheCompany.

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.

Wefurtherstate thatsuchcompliance isneitheranassuranceas to the futureviabilityof theCompanynor theefficiencyoreffectiveness with which management has conducted the affairs of the Company.

For PARIKH & SHAHChartered Accountants

Firm Registration no.107528W

Mumbai, 4th August, 2017. H. K. DESAI Partner

Membership No. 13719

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Independent Auditors’ ReportToThe Members ofABC Bearings Limited

Report on the Financial StatementsWe have audited the accompanying financial statements of ABC Bearings Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgement and estimates that are reasonable and prudent; and design; implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the “Annexure I” a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 .

e. On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure II”; and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i) The Company has disclosed the impact of pending litigations on its financial position in the financial statements (refer note 26 (a) to the financial statements).

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in its financial statements for holding as well as dealing in specified bank notes during the period of 08.11.2016 to 30.12.2016 and the same are in accordance with the books of accounts maintained by the Company (refer note 30 to the financial statements).

For PARIKH & SHAHChartered Accountants

Firm’s Registration No. 107528W

Place : Mumbai H.K. DesaiDate : 24th May, 2017 Partner Membership No.13719

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ANNEXURE - I

ABC Bearings LimitedANNEXURE TO INDEPENDENT AUDITORS’ REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2017

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of all its

fixed assets.

b) We are informed that the Company has a regular programme of physical verification of its fixed assets in a phased

manner over a period of two years. Accordingly, the physical verification of part of the fixed assets has been carried out

by the Management during the year and no material discrepancies have been noticed on such verification.

c) According to the information and explanation given to us and on the basis of examination of the records, the title deeds

of immovable properties are held in the name of the Company.

2. The inventory has been physically verified at reasonable intervals during the year by the Management except stocks with third

parties for which confirmations are obtained. The discrepancies noticed on physical verification, between physical stocks and

books records, were not material in relation to the operations of the company and have been properly dealt with in the books

of account.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register

maintained under Section 189 of the Companies Act, 2013.

4. The Company has not advanced any loan or given guarantee and made any investment in terms of Section 185 and 186

respectively of the Companies Act, 2013, accordingly Clause 3(iv) of the Order is not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit

during the year in terms of provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the

rules framed there under.

6. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Order made by the Central

Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that

prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination

of the records with a view to determining whether they are accurate or complete.

7. a) On the basis of our examination of the books of account and other relevant records, the Company has been generally

regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales

tax, service tax, custom duty, value added tax, excise duty, cess and other material statutory dues applicable to it and

no such dues were outstanding as at 31st March, 2017 for a period of more than six months from the date they became

payable.

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b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise duty, Service

Tax, Income Tax and Provident Fund that have not been deposited by the Company are as follows:

Name of Statute Nature of Dues

Amount(K in lacs)

Period to which it relates

Forum where the dispute is pending

Financial YearState and Central Sales Tax Acts

Sales Tax 1.98 2000-01 Jt. Commissioner of Sales Tax (Appeal) Worli, Division, Mumbai.

The Employees Provident Funds and Miscellaneous provisions Act,1952

Provident Fund

13.04 July 1999, to March, 2016

Employees Provident Fund Appellate Tribunal, New Delhi.

The Central Excise Act, 1944 Excise Duty 3.08 1998-99 CEGAT, Commissioner, Mumbai.

6.56 2011-12 Commissioner (Appeal) Central Excise, Vadodara – II

The Finance Act,1994 Service Tax 1.742008-09 CESTAT - Ahmedabad.

0.43

5.23 2010-11 Commissioner (Appeal),Vadodara-II.

2.89 2011-12 CESTAT – Ahmedabad.

0.56 2012-13 Commissioner (Appeal),Vadodara-II.

1.36 2013-14 Commissioner (Appeal),Vadodara-II.

184.49 September, 2009 to May, 2014

CESTAT - Ahmedabad.

34.62 June, 2014 to CESTAT - Ahmedabad.

March, 2015

25.70 April, 2015 to January, 2016

Commissioner (Appeal),Vadodara-II, Surat.

Assessment Year

Income Tax Act,1961 Income Tax 26.93 2006-07 High Court of Mumbai.

16.55 2006-07 ITAT, Mumbai.

14.16 2009-10 ITAT, Mumbai.

9.37 2011-12 ITAT, Mumbai.

3.97 2012-13 ITAT, Mumbai.

4.69 2013-14 CIT(Appeals), Mumbai.

9.61 2014-15 CIT(Appeals), Mumbai.

8. According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans or borrowings from financial institution and government or by issue of debenture.

9. The term loan have been applied for the purpose for which they were obtained. No moneys are raised by way of initial public offer or further public offer (including debt instruments).

10. On the basis of examination of books of accounts and other relevant records in the course of our audit and information and explanation given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to information and explanation given to us and based on our examination of the records of the Company, the managerial remuneration has been paid/provided in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

12. The Company is not a Nidhi Company, accordingly the requirement of Clause 3 (xii) of the Order is not applicable.

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13. According to the records of the Company examined by us and on the basis of information and explanations given,the transaction with related parties during the year are in compliance with provisions of Section 177 and 188 of the Companies Act, 2013 where applicable and requisite disclosure has been made in the Financial Statements as required by the applicable Accounting Standard.

14. The Company has not raised any money by preferential allotment or private placement of Shares or by issue of fully or partly convertible debentures during the year under review, accordingly Clause 3 (xiv) of the Order is not applicable.

15. According to information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with him. Accordingly, Clause 3(xv) of the Order is not applicable.

16. The Company is not required to be registered under Section 45 - IA of the Reserve Bank of India Act, 1934.

For PARIKH & SHAHChartered Accountants

Firm’s Registration No. 107528W

Place : Mumbai H.K. DesaiDate : 24th May, 2017 Partner

Membership No.13719

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ANNEXURE - IIABC Bearings Limited

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”)

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ABC Bearings Limited (“the Company”) as of 31st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for ensuring that adequate internal financial controls systems is operational as stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include implementation of policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For PARIKH & SHAH

Chartered Accountants

Firm’s Registration No. 107528W

Place : Mumbai H.K. DesaiDate : 24th May, 2017 Partner

Membership No.13719

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64

Balance Sheet as at 31st March, 2017Notes As at 31st

March, 2017 in Lacs

As at 31st March, 2016

R in LacsI. EQUITY AND LIABILITIES

(1) Shareholders’ FundsShare Capital 2 1,155.00 1,155.00 Reserves and Surplus 3 12,725.87 11,541.17

13,880.87 12,696.17 (2) Non-Current Liabilities

Long-term borrowings 4 652.86 2,576.41 Deferred tax liabilities (Net) 5 1,728.15 1,441.47 Other Long-term liabilities 6 702.08 716.28 Long-term provisions 7 136.73 131.54

3,219.82 4,865.70 (3) Current Liabilities

Short-term borrowings 8 1,926.75 1,743.49 Trade payables 9 2,361.68 2,615.02 Other current liabilities 10 1,318.64 2,312.69 Short-term provisions 11 28.38 324.20

5,635.45 6,995.40 Total 22,736.14 24,557.27

II. Assets

(1) Non-current assetsFixed assets 12Tangible assets 14,632.15 15,595.57 Intangible assets 122.58 177.64 Capital work-in-progress 306.75 336.84

15,061.48 16,110.05 Non-current investments 13 – 1,250.00 Long-term loans and advances 14 1,157.98 1,121.72

16,219.46 18,481.77 (2) Current assets

Inventories 15 3,122.99 2,988.49 Trade receivables 16 2,763.15 2,355.82 Cash and cash equivalents 17 338.61 345.83 Short-term loans and advances 18 275.16 371.14 Other Current Assets 19 16.77 14.22

6,516.68 6,075.50

Total 22,736.14 24,557.27 Significant accounting policies 1Notes to the Financial Statements 2 to 41

As per our Report of even date For and on behalf of Board

For PARIKH & SHAHChartered Accountants P. M. PATEL S. M. PATELFirm’s Registration No. 107528W Managing Director Chairman DIN:00012138 DIN:00012036

H. K. DESAI S. K. Choudhary S. B. DESAIPartner Chief Financial Officer Company SecretaryMembership No. 13719

Mumbai : 24th May, 2017 Mumbai : 24th May, 2017

2016-17

65

Statement of Profit and Loss for the year ended 31st March, 2017Notes For the year

ended 31st March, 2017

in Lacs

For the yearended 31st

March, 2016R in Lacs

Income

Revenue from operations (Gross) 21,068.36 20,068.36

Less : Excise Duty (Note 29) 2,091.25 2,104.11

Revenue from operations (net) 20 18,977.11 17,964.25

Other Income 21 57.50 57.09

Total Revenue 19,034.61 18,021.34

Expenses

Cost of materials & Components consumed 36 B 9,040.78 7,956.91

Purchase of Traded Goods 57.49 28.50

(Increase)/Decrease in inventories of finished goods, work-in-progress and Traded Goods 22 (201.55) 990.88

Employee benefit expenses 23 2,171.09 2,087.29

Finance costs 24 513.37 697.84

Depreciation and amortisation expense 12 1,257.74 1,251.49

Other expenses 25 4,778.26 4,170.11

Total Expenses 17,617.18 17,183.02

Profit before exceptional items and tax 1,417.43 838.32

Exceptional Items (Refer Note 28) 350.00 –

Profit after exceptional items and before tax 1,767.43 838.32

Tax expense:

Current tax 380.00 180.00

MAT Credit Entitlement (83.95) (172.98)

Deferred tax 286.68 283.35

Profit after tax 1,184.70 547.95

Earning per Equity Share of face value of R10 each:

Basic & Diluted (In R) 10.26 4.74

Notes to the Financial Statements 2 to 41

As per our Report of even date For and on behalf of Board

For PARIKH & SHAHChartered Accountants P. M. PATEL S. M. PATELFirm’s Registration No. 107528W Managing Director Chairman DIN:00012138 DIN:00012036

H. K. DESAI S. K. Choudhary S. B. DESAIPartner Chief Financial Officer Company SecretaryMembership No. 13719

Mumbai : 24th May, 2017 Mumbai : 24th May, 2017

2016-17

66

2016-2017 in Lacs

2015-2016 in Lacs

A NET PROFIT BEFORE TAX 1,767.43 838.32 Adjustment for:Depreciation and amortisation 1,257.74 1,251.49 Bad Debts written off - 1.30 Foreign Exchange Loss on Realignment 3.47 1.32 Provision for Doubtful Debts/claims 30.08 10.10 Provision for Compensated Absences 5.20 5.64 Wealth Tax written off - 4.26 (Profit)/Loss on Sale of Fixed Assets/scrapped 18.39 (0.22)Exceptional Item (350.00) –Interest and finance charges 513.37 697.84 Interest income (27.50) (33.83)Sundry Balances written off 0.72 0.69 Sundry Balances written back (2.55) (0.20) Excess provision written back (8.79) (9.91)

1,440.13 1,928.48 OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 3,207.56 2,766.80 Inventories (131.24) 1,773.54 Trade Receivables (440.22) 70.25 Loans and Advances 119.56 193.91 Trade payables (288.06) (216.76)

(739.96) 1,820.94 CASH GENERATED FROM OPERATIONS 2,467.60 4,587.74 Direct Taxes (Received)/Paid 416.22 141.10 NET CASH GENERATED FROM OPERATIONS (A) 2,051.39 4,446.64

B CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (194.43) (257.08)Sale of Fixed Assets 0.03 4.06 Sale of Investments 1,600.00 –Interest Received 28.42 40.62 NET CASH USED IN INVESTING ACTIVITIES (B) 1,434.01 (212.40)

3,485.40 4,234.24 C CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Borrowings 426.68 43.37 Repayments of Borrowings (3,135.26) (3,159.65)Interest Paid (506.01) (705.10)Dividend Paid (231.00) (231.00)Taxes paid on Distributed Profit (47.03) (47.03)NET CASH GENERATED FROM FINANCING ACTIVITIES (C) (3,492.62) (4,099.41)NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) (7.22) 134.83

CASH & CASH EQUIVALENTS (Opening Balance) 345.83 211.00 CASH & CASH EQUIVALENTS (Closing Balance) 338.61 345.83

(7.22) 134.83

Cash Flow Statement for the year ended 31st March, 2017

As per our Report of even date For and on behalf of Board

For PARIKH & SHAH P. M. PATEL S. M. PATELChartered Accountants Managing Director ChairmanFirm’s Registration No. 107528W DIN:00012138 DIN:00012036

H. K. DESAI S. K. Choudhary S. B. DESAIPartner Chief Financial Officer Company SecretaryMembership No. 13719Mumbai : 24th May, 2017 Mumbai : 24th May, 2017

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ABC Bearings Limited

1. Significant Accounting Policies & Notes to Accounts

1. Basis of accounting and preparation of financial statements:

The Financial Statements of the Company have been prepared on accrual basis under the historical cost convention in accordance with the Generally Accepted Accounting Principles in India including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules 2016. The accounting policies adopted in the preparation of the financial statements are consistently applied except where a revision to an existing accounting standard requires a change in the accounting policy hitherto followed in the previous year.

2. Use of Estimates:

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialize.

3. Fixed Assets:

a) Fixed Assets are stated at their historical cost.

b) Addition to fixed assets comprises the purchase price and directly attributable costs.

c) Tools each costing R 25,000/- or more are treated as fixed assets.

d) Depreciation is provided on straight-line basis in the manner and according to useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of Plant and Machineries, where useful life is considered at 20 years instead of 15 year prescribed in Schedule II based on technical evaluation by the management.

e) Cost of Leasehold Land is amortised over the period of lease.

f) Intangible assets are amortised as under:

Software – equally over a period of three years.

Knowhow – equally over a period of ten years.

4. Investments:

Investments are stated at cost, less diminution in value other than temporary, and are meant to be held for long-term period.

5. Inventory Valuation:

a) Stock of Stores and Spares : At the lower of cost on weighted Average basis and the net realizable value.

b) Raw Materials and Tools : At the lower of cost on weighted average basis and the net realizable value.

c) Work in Progress

d) Finished Goods : At the lower of cost and the net realizable value.

e) Excise duty payable on finished goods stocks at the end of the year is accounted for and considered for valuation.

6. Foreign Currency Transactions:

Foreign currency transactions are recorded at the rate of exchange prevailing on the date of the respective transactions. Monetary foreign currency assets and liabilities remaining unsettled at the Balance Sheet date are translated at the rates of exchange prevailing on that date.

Gains/losses arising on account of realization/settlement of foreign exchange transactions and on translation of foreign currency assets (other than relating to Fixed Assets) and liabilities are recognized in the Statement of Profit and Loss.

The Company has opted for accounting the exchange differences arising on long term foreign currency monetary items in line with Companies (Accounting Standards) Amendment Rules, 2009 relating to Accounting Standard 11 notified by Government of India on 31st March, 2009. Accordingly, the effect of exchange on foreign currency loans of the Company is accounted by addition or deduction to the cost of assets so far as it relates to depreciable capital assets.

2016-17

68

The Company uses foreign currency forward contracts to hedge its risk associated with fluctuations in foreign currency borrowings. Foreign currency forwards contracts are treated as foreign currency transactions and accounted as per Accounting Standard 11.

7. Retirement Benefits:

Retirement benefits to employees comprise of payment of gratuity, superannuation and provident fund under the approved schemes of the Company / statutory regulation. Gratuity liability is provided on the basis of actuarial valuation and funded with an approved Trust. Accumulated compensated absences which are expected to be availed or encashed beyond 12 months from the end of the year, are treated as other long term employee benefits for measurement purpose. The Company’s liability is determined on the basis of an actuarial valuation as at Balance Sheet date. Actuarial gains/losses are recognized in the Statement of Profit and Loss in the year in which they arise.

8. Sales:

Sales are recognized when the substantial risks and rewards of ownership are transferred which is on the dispatch of goods. Sales comprise sale of goods, including excise duty and other incidental recoveries.

9. Borrowing Costs:

Interest and other borrowing costs attributable to qualifying assets are capitalized upto the date the asset is ready for its intended use. Other interest and borrowing costs are charged to revenue.

10. Taxes on Income:

Current Tax

Provision for Income Tax is determined in accordance with the provisions of the Income Tax Act, 1961.

Deferred Tax

Deferred Tax is recognized, on timing differences, being the difference between the taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets, subject to consideration of prudence, are recognized and carried forward only to the extent that they can be realized.

Minimum Alternative Tax (MAT)

Minimum Alternative Tax (MAT) credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal Income-Tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in the guidance note issued by Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit and Loss.

11. Dividend:

Liability for Dividend declared on shares is accounted on its approval by the Members.

12. Provisions and Contingencies:

A provision is recognized when there is a present obligation as a result of past event, which probably requires a cash outflow and a reliable estimate can be made of the amount of obligation. Contingent liabilities are not recognized but disclosed in the financial statements. Contingent assets are neither recognized nor disclosed.

Warranties:

Warranty costs are estimated by the Management on the basis of past experience. Provision is made for estimated liability in respect of warranty cost in the year of sale.

2016-17

69

As at31st March,

2017 in Lacs

As at 31st March,

2016R in Lacs

Note

2 Share Capital

Authorised

1,20,00,000 Equity Shares of R 10/- each. 1,200.00 1,200.00

1,200.00 1,200.00

Issued, Subscribed & Paid-up

1,15,50,000 Equity Shares of R 10/- each, fully paid -up 1,155.00 1,155.00

1,155.00 1,155.00

a) The reconciliation of the number of shares outstanding at the beginning and at the end of the year:

31st March, 2017

31st March, 2016

Number of shares at the beginning of the year 11550000 11550000

Number of shares at the end of the year 11550000 11550000

The Company has only one class of share, namely Equity Shares having face value of R 10/- each. The holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

b) Details of shareholders holding more than 5% shares are set out below:

Name of the shareholder 31st March, 2017 31st March, 2016

No. of shares % of shares No. of shares % of shares

Tricot Investments Ltd. 2,843,000 24.61 2,843,000 24.61

Emsons Leasing Company Pvt. Ltd. 982,985 8.51 982,985 8.51

Mipco Investments Pvt. Ltd. 867,479 7.51 867,479 7.51

Manoway Investments Pvt. Ltd. 728,063 6.30 728,063 6.30

Maple Investments Company Pvt. Ltd. 654,233 5.66 654,233 5.66

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

70

Notes to Financial Statements for the year ended 31st March, 2017

31st March, 2017

in Lacs

31st March, 2016

R in Lacs

3 Reserves & SurplusSecurity Premium Account 152.14 152.14

Cash Subsidy Reserve 20.00 20.00 General Reserve

Opening Balance 10,200.60 10,100.60

Transferred from Statement of Profit and Loss – 100.00

Closing Balance 10,200.60 10,200.60

Surplus in Statement of Profit & LossOpening Balance 1,168.43 998.51

Add: Net profit after tax for the year 1,184.70 547.95

Amount available for appropriation 2,353.13 1,546.46

Less:

Proposed Dividend – 231.00

Tax on Proposed Dividend – 47.03

Transfer to General Reserve – 100.00

– 378.03

Closing Balance 2,353.13 1,168.43

12,725.87 11,541.17

4 Long-Term BorrowingsSecured

Term Loans

From a Bank # 652.86 1,751.41

From a Finance Company – 825.00

652.86 2,576.41

# Term Loans are Secured by first charge by way of hypothecation of movable fixed assets of the Company at Bharuch Plant (Procured out of Bank Finance) and Regis-tered mortgage over land and building at Plot 109-A, Bharuch, first paripassu charge by way of hypothecation over unencumbered Plant & Machinery and movable assets of the company and Second charge by way of hypothecation on entire current assets of the Company.Repayble in 20 equal quarterly installments commencing from January 2015 to October 2019.

2016-17

71

31st March, 2017

in Lacs

31st March, 2016

R in Lacs

5 Deferred Tax Liabilities (Net)

Deferred Tax Liabilities:Difference between Book & Tax Depreciation 1,853.96 1,732.69

1,853.96 1,732.69

Deferred Tax Assets:Expenses allowable for Tax purpose when paid 37.18 24.17 Provision for Doubtful Debts 41.31 41.29

Provision for Compensated absences 47.32 43.49

Unabsorbed Depreciation - 182.27

125.81 291.23 Net Deferred Tax Liability 1,728.15 1,441.47

6 Other Long-Term Liabilities

Retention money of Contractors 13.15 13.16

Creditors for Capital Expenditure 104.19 113.48 Deposit from Customers - 7.72 Other Payables 584.74 581.92

702.08 716.28

7 Long-Term Provisions

Provision for Employment Benefit Compensated absences 136.73 131.54

136.73 131.54

8 Short-Term Borrowings

Secured #

Loan Repayable on Demand

Working Capital loan from Banks 1,926.75 1,743.49

1,926.75 1,743.49

# Working capital loan facilities are secured by first charge by way of hypothecation of Company’s entire current assets including stocks and receivables and first paripassu charge by way of hypothecation over unencumbered Plant & Machinery and movable assets of the Company and further secured by registered mortgage over factory land and building at Plot 109-A, Bharuch.

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

72

31st March, 2017

in Lacs

31st March, 2016

R in Lacs

9 Trade Payables

Micro, Small and Medium Enterprises * 77.78 91.58

Others 2,283.90 2,523.44

2,361.68 2,615.02

* The above information has been given in respect of such vendors to the extent they could be identified as “Micro, Small and Medium Enterprises” on the basis of information available with the Company. The above outstanding are within the limit of credit period of 45 days and therefore no interest is payable on the above outstanding.

Other Current Liabilities

Current maturities of Long-Term Debt 376.00 1,368.00

Interest accrued but not due on loans 12.74 5.38

Unpaid Dividend 33.74 33.65

Creditors for Capital Expenditure 10.59 20.69

Payable for expenses 435.74 486.08

Advances/Deposits from Customers 97.34 73.60

Statutory Liabilities 192.34 168.96

Employee benefits payable 79.14 50.30

Other Payable 81.01 106.02

1,318.64 2,312.69

Short-Term Provisions

Proposed Dividend (Refer Note No. 31) - 231.00

Tax on Proposed Dividend - 47.03

Income Tax (Net of Advance Tax) - 42.61

Provision for Warranties* 6.92 3.57

Provision for Contingencies 21.46 -

28.38 324.20

* Additional disclosures relating to certain provisions (as per AS-29)

Warranties

At the commencement of the year 3.57 3.03

Provision made during the year 24.36 19.16

Provision utilized during the year 21.00 18.63

At the end of the year 6.92 3.57

Notes to Financial Statements for the year ended 31st March, 2017

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

LandFree Hold Land 255.84 – 3.04 252.80 – – – – 252.80 255.84

(255.84) – – (255.84) – – – – (255.84) (255.84)Leasehold Land 286.17 – – 286.17 40.83 – 3.90 44.73 241.44 245.34

(286.17) – – (286.17) (36.93) – (3.90) (40.83) (245.34) (249.24)Buildings 3,387.13 – 0.02 3,387.11 681.30 0.01 146.70 827.99 2,559.12 2705.83

(3,075.77) (311.36) – (3,387.13) (534.52) – (146.78) (681.30) (2,705.83) (2,541.25)

Plant and Machinery 22,600.15 218.66 271.64 22,547.17 11,195.55 255.46 900.92 11,841.01 10,706.16 11404.60

(22,310.79) (298.50) (9.14) (22,600.15) (10,344.32) (8.69) (859.92) (11,195.55) (11,404.60) (11,966.47)Equipments, Appliances & Tools 1,089.64 40.09 4.93 1,124.80 700.63 4.39 50.47 746.72 378.09 389.03

(1,022.25) (67.75) (0.36) (1,089.64) (651.32) (0.34) (49.65) (700.63) (389.03) (370.93) Electrical Installations 865.82 5.56 – 871.38 425.66 – 70.33 495.99 375.39 440.16

(857.82) (18.58) (10.58) (865.82) (365.78) (10.05) (69.93) (425.66) (440.16) (492.04) Office Equipments 121.93 4.67 7.68 118.92 88.39 6.06 13.89 96.22 22.70 33.54

(117.90) (4.03) – (121.93) (65.63) – (22.76) (88.39) (33.54) (52.27) Furniture & Fixtures 224.15 1.24 5.08 220.31 158.28 4.82 11.87 165.33 54.98 65.87

(205.99) (18.16) – (224.15) (144.81) – (13.47) (158.28) (65.87) (61.18)

Vehicles 287.80 – – 287.80 232.44 – 13.89 246.33 41.47 55.36

(294.10) – (6.30) (287.80) (210.48) (3.46) (25.42) (232.44) (55.36) (83.62)Total (A) 29,118.63 270.22 292.39 29,096.46 13,523.05 270.74 1,211.97 14,464.31 14,632.15 15,595.57 (Previous year) (28,426.63) (718.37) (26.38) (29,118.62) (12,353.78) (22.56) (1,191.83) (13,523.05) (15,595.57) (16,072.84)Intangible Assets (Acquired)Computer Software 328.94 – – 328.94 303.24 – 16.74 319.98 8.96 25.70

(320.86) (8.08) – (328.94) (277.05) – (26.19) (303.24) (25.70) (43.82)

Technical Knowhow 294.70 (9.29) – 285.41 142.76 – 29.03 171.79 113.62 151.94

(294.75) (0.05) – (294.70) (109.29) – (33.47) (142.76) (151.94) (185.46)

Total (B) 623.64 (9.29) – 614.35 446.00 – 45.77 491.77 122.58 177.64

(Previous year) (615.61) (8.03) – (623.64) (386.34) – (59.66) (446.00) (177.64) (229.28)

Total (A + B) 29,742.26 260.93 292.39 29,710.81 13,969.05 270.74 1,257.74 14,956.08 14,754.73 15,773.21

(Previous Year) (29,042.24) (726.40) (26.38) (29,742.26) (12,740.12) (22.56) (1,251.49) (13,969.05) (15,773.21) (16,302.12)

Notes:

1) Additions include adjustments as under:

i) Exchange difference adjusted in terms of Accounting Standard - 11 notified by Government of India on 31.03.2009:

As at 31st March, 2017 As at 31st March, 2016 R in Lacs R in Lacs

Plant & Machinery 80.22 173.05

Technical Knowhow -9.29 -0.05

Total 70.93 173.00

ii) Interest capitalised for the year ended on: As at 31st March, 2017 As at 31st March, 2016

R in Lacs R in Lacs

– 9.05

2) Figures in the brackets represent amount for the previous year.

Notes to Financial Statements for the year ended 31st March, 2017

(R in Lacs)

2016-17

74

31st March, 2017

in Lacs

31st March, 2016

in Lacs

13 Non-Current InvestmentsNon-Trade

(Unquoted)

Investment in Equity Instrument

NIL (Previous year 1,25,00,000) Equity Shares of R 10/-

each fully paid in NSK-ABC Bearings Private Ltd. – 1,250.00

– 1,250.00

14 Long-Term Loans and AdvancesUnsecured, Considered Good:Capital Advances 0.83 15.08

Security Deposits 145.97 144.40

Prepaid Expenses 3.43 3.46

MAT Credit Entitlement 651.47 567.52

Other loans & advances* 15.35 43.94

Income Tax (Net of provision) 340.93 347.32

Considered Doubtful:Capital Advances 1.85 1.85

Advances to Vendors 1.50 1.50

Claim receivable 40.44 40.44

43.79 43.79

Less: Provision for doubtful advances/claims (43.79) (43.79)

– –

1,157.98 1,121.72

* Including due from gratuity fund R 11.35 Lacs previous year R 39.94 Lacs (Refer Note 32 - 2D)

15 InventoriesAt the lower of cost and net realizable value:Raw Materials 865.66 936.23

Work-in-Progress 601.25 640.74

Finished Goods 1,428.83 1,190.30

Traded Goods 16.51 14.00

Stores & Spares 208.24 202.50

Loose Tools 2.50 4.72

3,122.99 2,988.49

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

75

31st March, 2017

in Lacs

31st March, 2016

in Lacs

16 Trade Recievables Over six months from the date they were due for payment

Unsecured:

Considered Good 36.51 63.89

Considered Doubtful 44.60 81.08

Others:

Considered Good 2,726.64 2,291.93

2,807.75 2,436.90

Less: Provision for doubtful receivables (44.60) (81.08)

2,763.15 2,355.82

17 Cash and Cash EquivalentsCash-on-Hand 1.30 3.18

Balance with Banks :

On current accounts 29.24 7.73

In unpaid dividend account 33.75 33.65

Other Bank Balances 274.32 301.27

(Including held as Margin for Letter of Credit & Guarantees R 72.32 Lacs, previous year R 52.39 Lacs)

338.61 345.83 18 Short-Term Loans and Advances

Unsecuredconsidered goodOther Loans & Advances Receivable # 130.18 148.70 Prepaid expenses 52.96 41.30 Other advances ## 92.02 181.14

Considered Doubtful :

Other advances 9.52 –

Less: Provision for doubtful advance (9.52) –

275.16 371.14

# Relates to various input credits availed and balances with Central Excise## Including due from gratuity fund R 22.08 Lacs previous year R 82.51 Lacs (Refer Note 32 - 2D)

19 Other Current AssetsInterest Receivable (Banks and Others) 4.03 4.95 Income receivables Power Generation 3.81 8.25 Others 8.93 1.02

16.77 14.22

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

76

Notes to Financial Statements for the year ended 31st March, 2017

31st March, 2017

in Lacs

31st March, 2016

in Lacs

20 Revenue from OperationsSale of Products (Refer Note 36-A)Sale of Finished Goods 20,873.38 19,855.33 Sale of Traded Goods 73.17 48.16 Sale of Services – 15.82

20,946.55 19,919.31 Less : Excise Duty (Refer Note-29) 2,091.25 2,104.11

18,855.30 17,815.20 Other Operating Revenue 121.81 149.05 Revenue from Operations (net) 18,977.11 17,964.25

21 Other IncomeInterest received

Banks 17.77 11.93

Others 9.73 21.90

27.50 33.83

Rent 30.00 23.04 Profit on Fixed Assets sold/scrapped (Net) – 0.22

57.50 57.09

22 (Increase)/Decrease in Inventories

Closing stock

Finished Goods 1,428.83 1,190.30

Traded Goods 16.51 14.00

Work-in-Progress 601.25 640.74 2,046.59 1,845.04

Opening stock

Finished Goods 1,190.30 2,120.48

Traded Goods 14.00 17.97

Work-in-Progress 640.74 697.47

1,845.04 2,835.92

(201.55) 990.88

23 Employee Benefit Expenses

Salary, Wages and Bonus 1,884.70 1,841.50

Contribution to Provident & Other Funds 136.04 134.51

Gratuity (Refer Note 32-E) 89.03 50.27

Staff Welfare Expenses 61.33 61.01 2,171.09 2,087.29

2016-17

77

31st March, 2017

in Lacs

31st March, 2016

in Lacs

24 Finance CostsInterest 473.24 614.67

Other borrowing costs 40.13 32.24

Foreign Exchange Loss on Borrowings – 50.93 513.37 697.84

25 Other ExpensesStores and Spares consumed (Refer Note 36-C) 1,178.38 1,080.68 Power and Fuel 713.07 658.55 Processing and Other Charges 699.89 543.65 Repairs:

Building 60.32 49.32

Machinery 114.83 109.94

Others 70.81 72.74 245.96 232.00

Rent 19.30 17.66 Rates and Taxes 32.40 37.14 Insurance 39.29 30.02 Communication Charges 29.19 28.01 Travelling Expenses 109.01 121.33 Legal & Professional Expenses 52.54 42.36 Remuneration to Auditors: Audit fees 3.60 3.60 For Tax Audit 0.90 0.90 For Certification/Other Matters 1.68 1.68 For Expenses 0.03 –

6.21 6.18 Cost audit fees 0.61 0.53 License & Technical Assistance fees – 65.99 Commission & Discount 677.70 623.39 Carriage Outward 331.08 288.32 CSR expenditure 14.00 13.33 Exchange variation Loss 5.97 1.34 Loss on Fixed Assets sold/scrapped (Net) 18.39 – Provision for Doubtful Debts/Advance 30.08 10.10 Bad Debts/Claims written off 35.58 29.89

Less:Provision for Doubtful Debts written back (35.58) (28.59) – 1.30

Directors' Fees 7.73 5.78

Excise Duty (Refer Note 29) 27.54 (93.31)

Other Expenses 539.95 455.76

4,778.26 4,170.11

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

78

2016-2017 in Lacs

2015-2016 R in Lacs

26 Contingent Liabilities not provided for:

a) Demands contested in appeal:

i) Excise Duty and Service tax 266.66 240.96

(ii) Income Tax and Fringe Benefit Tax 85.28 95.84

(iii) Sales Tax 1.98 1.98

(iv) Provident Fund 13.04 –

b) Claims against the Company not acknowledged as debt 89.13 67.36

27 Estimated amount of contracts remaining to be executed on capital account and not provided for – 37.20

28 Investment in NSK-ABC Bearings Pvt. Ltd. has been disposed off during the year and surplus of R 350 Lacs thereon is shown under Exceptional item.

29 Excise duty deducted from turnover represents excise duty collected on sale of goods. Excise duty shown under ̀ expenditure` represents the aggregate of excise duty borne by the Company and difference between excise duty on opening and closing stocks of finished goods.

30 Discloser on Specified Bank Notes (SBNs)

During the year, the Company had specified bank notes or other denomination note as defined in the MCA Notification G S R 308(E) dated 31st March, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016, the denomination wise SBNs and other notes as per the notification is given below.

R in Lacs

Particular SBNs* Other Denomination Notes TotalClosing Cash in hand as on 8th November, 2016 2.78 7.76 10.54

Permitted Receipts – 11.86 11.86

Permitted Payments – (13.49) (13.49)

Amount Deposited in Banks (2.78) (0.05) (2.83)

Closing Cash on hand as on 30th December, 2016 – 6.08 6.08

*For the purpose of this clause the term ‘Specified Bank Notes’ has the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.3407(E) dated 8th November, 2016.

31 A) In terms of Accounting Standard 4 (Revised), unlike in the previous years, no provision for proposed dividend (including dividend distribution tax) has been made.

B) The Board of Directors at their meeting held on 24th May, 2017 have proposed a dividend of R 2/- per Equity Share for the Financial Year ended 31st March, 2017. The proposal is subject to approval of the Shareholders at the Annual General Meeting to be held on 20th September, 2017 and if approved would result in cash out flow of 278.03 lacs including corporate dividend tax.

32 Employee benefits

1. Defined contribution plans

a. Provident Fund

b. Superannuation Fund

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

79

Notes to Financial Statements for the year ended 31st March, 2017 c. State defined contribution plan

d. Employer’s contribution to Employee’s state insurance during the year. The Company has recognized the following amounts in the Statement of Profit & Loss.

2016-2017 in Lacs

2015-2016 R in Lacs

Employer’s Contribution to Provident Fund 122.52 119.88

Employer’s Contribution to Employees’ State Insurance included in Contribution to Provident Fund and other funds (Refer Note 23)

13.52 14.63

136.04 134.51

2016-2017 in Lacs

2015-2016 R in Lacs

2. Defined Benefit Plans

Contribution to Gratuity Fund (Funded Scheme) In accordance with Accounting Standard 15 (Revised 2005). Arrived as per actuarial valuation carried out in respect of the aforesaid defined benefit plan.

A) Changes in the Present Value of Obligation

Present value of obligation as at April 1, 2016 789.62 684.55

Interest Cost 59.34 52.01

Current Service Cost 41.88 37.29

Past Service cost 2.91 –

Benefits Paid (31.66) (24.56)

Acturial (gain)/loss on obligations 71.43 40.33

Present value of obligation as at March 31, 2017 933.52 789.62

B) Changes in the Fair Value of Plan Assets

(For Funded Scheme)

Present value of Plan Assets as at April 1, 2016 912.07 857.28

Expected Return on Plan Assets 70.67 77.28

Actuarial Gains/(Losses) 15.87 2.07

Net Contributions by Employer – –

Benefits Paid (31.66) (24.56)

Fair Value of plan Assets as at March 31, 2017 966.95 912.07

C) Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of Assets

Present Value of funded obligation as at March 31, 2017 933.52 789.62

Present Value of Plan Assets as at the end of the year 966.95 912.07

Unfunded Liability/(Net Asset) Recognized in Balance Sheet (33.43) (122.45)

2016-17

80

2016-2017 in Lacs

2015-2016 R in Lacs

D) Amount recognized in the Balance Sheet

Liability/(Asset) recognized in the Balance Sheet [included in Long/Short Term Loans & Advance (Refer Note 14 &18)] (33.43) (122.45)

E) Expenses recognized in the Statement of Profit and Loss

Current Service Cost 41.88 37.29

Interest Cost 59.34 52.01

Expected Return on Plan Assets (70.67) (77.28)

Settlement Cost/(Credit) – –

Past Service Cost 2.91 –

Net acturial (gain)/loss recognized in the period 55.56 38.25

Total (gain)/expenses recognized in the Statement of Profit and Loss (Refer Note 23) 89.03 50.27

F) Principal Actuarial Assumptions used

Report as at 31.03.2017 31.03.2016

Discount Rates 7.00% 7.90%

Expected rate of return 7.00% 7.90%

Expected salary increases 6.00% 6.00%

Mortality AssumptionIndian Assured Lives Mortality (2006-08) Ult.

Indian Assured Lives Mortality (2006-08) Ult.

Withdrawal Rates 3% at all ages 3% at all ages

G) Experience Adjustments

Report as at 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013

Defined Benefit Obligation 933.52 789.62 684.56 700.87 740.72

Plan Assets 966.95 912.07 857.29 796.79 684.17

Surplus/(Deficit) 33.42 122.45 172.73 95.92 (56.55)

Experience Adjustments on Plan Liabilities 23.32 (0.80) (167.33) (65.83) 70.19

Actuarial Loss/(Gain) due to change in assumptions 48.11 41.12 61.06 (55.01) (49.28)

Experience Adjustments on Plan Assets (15.86) (2.07) 0.49 (4.85) (6.26)

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

81

2016-2017 in Lacs

2015-2016 R in Lacs

H) Expected Employer’s contribution in next year 22.08 82.51

I) Major categories of plan assets as a percentage of fair value of the total plan assets

Report as at 31.03.2017 31.03.2016

Government of India Securities 27% 27%

High quality Corporate Bonds 41% 43%

Bank Balance and Fixed Deposits 32% 30%

Total 100% 100%

33 The Company’s business activity falls within a single primary segment viz., manufacture of Bearings. As such there are no separate reportable segments as envisaged under Accounting Standard - 17.

34 Related party disclosure as required by Accounting Standard - 18:

A Related Parties:

i) Enterprises over which Key Management Personnel have significant influence

Manoway Investments Pvt. Ltd., Mipco Investments Pvt. Ltd.. Maple Investments Co. Pvt. Ltd., Emsons Leasing Co. Pvt. Ltd., Ziwani Properties Pvt. Ltd., Saturn Holdings and Properties Pvt. Ltd. and Essex Properties Pvt. Ltd.

ii) Key Management Personnel

Mr. S. M. Patel, Mr. P. M. Patel, Mr. T. M. Patel, Mr. S. K. Choudhary and Mr. S. B. Desai,

B Related Party Transactions :

Transactions Relatives of Key Management Personnel 2016-2017 in Lacs

2015-2016 R in Lacs

Remuneration Executive Directors

Mr. P. M. Patel 133.82 133.82

Mr. T. M. Patel 134.19 134.19

Mr. S. M. Patel 133.82 133.82

Key Managerial Personnel other than Directors

Mr. S. K. Choudhary (Chief Financial Officer) 31.11 28.63

Mr. S. B. Desai (Company Secretary) 20.92 19.46

C There are no write off or write back of any amounts for any of the above related parties.

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

82

35 Opening and Closing Stock of goods manufactured during the year

Opening Stock

in Lacs

Closing Stock

R in Lacs

Class of goods manufactured

Ball & Roller and Slewing Bearings 2016-2017 1,187.08 1,425.11

2015-2016 2,112.84 1,187.08

Components 2016-2017 3.22 3.72

2015-2016 7.64 3.22

36 (A) Information for each class of goods manfactured and sold during the year:

Class of goods Manufactured Sales Value R in Lacs

Ball & Roller and Slewing Bearings

(including sale of services R 0.00 lacs, previous year R 15.82 lacs)

2016-2017

2015-2016

20,637.07

19,779.59

Components 2016-2017 236.31

2015-2016 91.56

Traded Goods2016-2017

2015-2016

73.17

48.16

Total2016-2017

2015-2016

20,946.55

19,919.31

2016-2017 in Lacs

2015-2016 R in Lacs

(B) Raw Materials and Components consumed:

(i) Steel 3,863.20 3,415.89

(ii) Rolled/Forged Rings 2,889.67 2,631.74

(iii) Bought-out Components (Rollers & Cages) 2,287.91 1,909.28

9,040.78 7,956.91

Notes to Financial Statements for the year ended 31st March, 2017

2016-17

83

% of total consumption in Lacs

(C) Percentage of Consumption: 2016-2017 2015-2016 2016-2017 2015-2016

(i) Raw Materials and Components:

Imported (at landed cost) 1.03 11.46 93.14 911.85

Indigenous 98.97 88.54 8,947.64 7,045.06

100.00 100.00 9,040.78 7,956.91

(ii) Stores and Spares:

Imported (at landed cost) 1.66 0.61 19.54 6.61

Indigenous 98.34 99.39 1158.84 1074.07

100.00 100.00 1178.38 1080.68

37 CIF Value of Imports: 2016-2017 in Lacs

2015-2016 R in Lacs

Raw Materials 83.92 41.15

Stores and Spares 18.66 1.89

38 Earnings in Foreign Exchange:

F.O.B. Value of Exports 577.58 404.92

39 Expenditure in Foreign Currency: (on accrual basis)

Interest and Finance charges 18.28 18.59

Travelling Expenses 9.60 17.16

Technical service/assistance fees 0.00 65.13

Professional charges 6.66 6.09

Others 1.90 2.65

40 Remittance in foreign currency on account of dividend to non-resident shareholders:

Number of shareholders 1 1 Number of shares held 28,43,000 28,43,000

Amount remitted R 56.86 R 56.86

Year to which dividend relates 2015-2016 2014-2015

41 Figures for the previous year have been regrouped/rearranged wherever necessary for comparison and to confirm to the classification of the current year.

Notes to Financial Statements for the year ended 31st March, 2017

As per our Report of even date For and on behalf of Board

For PARIKH & SHAHChartered Accountants P. M. PATEL S. M. PATELFirm’s Registration No. 107528W Managing Director Chairman DIN:00012138 DIN:00012036

H. K. DESAI S. K. Choudhary S. B. DESAIPartner Chief Financial Officer Company SecretaryMembership No. 13719

Mumbai : 24th May, 2017 Mumbai : 24th May, 2017

2016-17

84

GROSS BLOCK & NET BLOCK

Net Profitr in lacs

r in lacs

2016-17Rs. 1184.70

2015-16 Rs. 547.95

2014-15Rs. 418.13

2013-14 Rs. 463.22

2012-13Rs. 530.43

Net Profit

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. I

n La

cs

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. i

n La

cs

Total Income and Capital employedTOTAL INCOME AND CAPITAL EMPLOYED

r in lacs

2016-17

85

ATTENDANCE SLIPTo be handed over at the entrance of the meeting hall

Full Name of the Member attending _________________________________________________________________________

Full Name of the First Joint-holder __________________________________________________________________________(To be filled in if first named joint-holder does not attend the meeting)

Name of Proxy _________________________________________________________________________________________

(To be filled in if Proxy Form has been duly deposited with the Company)I hereby record my presence at the FIFTY-SIXTH ANNUAL GENERAL MEETING of the Company held on Wednesday, the 20th september, 2017 at 4.00 p.m. at hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400 018.

Regd. Folio/ID No. ____________________

No. of Shares held ____________________ _________________________ Member’s/Proxy’s signature

(to be signed at the time of handing over this slip)

ABC BEARINGS LIMITED(CIN: L29130MH1961PLC012028)

Registered Office: 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli, Mumbai 400 018.Ph No.: 022-2496 4500, Fax: 022-2495 0527, E-Mail: regdoff@abcbearings.com

Website: www.abcbearings.com

ABC BEARINGS LIMITED

(CIN: L29130MH1961PLC012028)Registered Office: 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli, Mumbai 400 018.

Ph No.: 022-2496 4500, Fax: 022-2495 0527, E-Mail: regdoff@abcbearings.com, Website: www.abcbearings.com

P.T.O

PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the member(s):_____________________________________________________________________________________________

Registered Address:________________________________________________________________________________________________

E-mail ID:________________________________________________________________________________________________________

Folio/DP ID - Client ID No.:__________________________________________________________________________________________

I/We being the member(s) of ___________ shares of ABC Bearings Limited hereby appoint:

(1) Name:___________________________________________ Address:______________________________________________________

E-mail ID:___________________________________________ Signature:_____________________________________, or failing him/her

(2) Name:___________________________________________ Address:______________________________________________________

E-mail ID:___________________________________________ Signature:_____________________________________, or failing him/her

(3) Name:___________________________________________ Address:______________________________________________________

E-mail ID:___________________________________________ Signature:_____________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 56th Annual General Meeting of the Company, to be held on Wednesday, the 20th September, 2017 at 4.00 p.m. at the Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018 and at any adjournment thereof in respect of such resolutions as are indicated below:

2016-17

86

Resolu-tion No.

Resolution Optional

Ordinary Business: For Against

1. Adoption of Audited Financial Statement and the Reports for the year ended 31st March, 2017.

2. Declaration of dividend of Rs. 2/-on Equity Shares for 2016-17.

3. Re-appointment of Mr. P.M.Patel, who retires by rotation.

4. Appointment of M/s. Chokshi & Chokshi LLP, Chartered Accountants, as the Statutory Auditors of the Company for a period of five years

Special Business

5. Ratification of remuneration payable to M/s. B.J.D. Nanabhoy & Co, Cost Auditors for the year ending 31st March, 2018.

6. Appointment of Mr. S. S. Patel as Director

7. Appointment of Mr. S. S. Patel, Executive Director for a period of three consecutive years from 20th September, 2017.

8. Donation of Lonavala Land

9. Sale of Bharuch Property

10 Appointment of Mr. S. M. Patel, Executive Chairman for a period of three consecutive years from 2nd May, 2017.

11. Appointment of Mr. P. M. Patel, Managing Director for a period of three consecutive years from 1st August, 2017.

Signed this ___________ day of __________ 2017

Signature of shareholder _____________________

Signature of Proxy holder(s) __________________

Note:Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Notes

Notes

Annual Report2013-2014

ABC Bearings LimitedRegistered Office: 402 - B, Poonam Chambers,Dr. Annie Besant Road, Worli, Mumbai - 400 018. +91 - 22 - 24964500 / 1 / 3+91 - 22 - 24950527 (Fax)regdoff@abcbearings.comwww.abcbearings.com

Annual Report2013-2014

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