abc bearings ltd (iwd1)(290715) · 2015. 8. 4. · e-mail: [email protected] registrars &...

2014-2015

Annual Report2013-2014

CONTENTS PAGE NO.

Notice 2

Directors’ Report 13

10 Years’ Highlights 32

Corporate Governance Report 33

Management Discussion & Analysis 44

Independent Auditors’ Report 46

Balance Sheet 50

Statement of Profit and Loss 51

Cash Flow Statement 52

Notes to Financial Statements 53

54TH ANNUAL GENERAL MEETING Tuesday, the 11th August, 2015 at 4.30 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. K. Diwanji - Mr. J. R. Patel - Mr. N. M. Shah - Ms. J. P. Abraham - From 23.03.2015

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

BANKERS IDBI Bank Ltd. State Bank of India

REGISTERED OFFICE 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli, Mumbai-400 018. Phone: 022-24964500, 24964501, 66608851 Fax : 022-24950527 E-mail: [email protected]

REGISTRARS & Bigshare Services Pvt. Ltd. TRANSFER AGENTS E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072. Tel.: 022 - 40430200 Fax: 022 - 28475207 E-mail: [email protected]

WORKS 1. GIDC Industrial Estate, Bharuch - 392 015, Gujarat State. Phone: 02642 - 248222/3/4, 246353 Fax : 02642 - 247591 E-mail: [email protected]

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-fourth Annual General Meeting of the Members of ABC Bearings Limited (CIN:L29130MH1961PLC012028) will be held on Tuesday, the 11th August, 2015 at 4.30 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,2015 together with Reports of the Board of Directors and the Auditors thereon.

2. To declare dividend on Equity Shares.

3. ToappointaDirectorinplaceofMr.P.M.PatelhavingDirectorIdentificationNumber00012138whoretiresbyrotationandis eligible for re-appointment.

4. ToappointaDirectorinplaceofMr.T.M.PatelhavingDirectorIdentificationNumber00016788whoretiresbyrotationandis eligible for re-appointment.

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

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies(AuditandAuditors)Rules,2014(includinganystatutorymodification(s)orenactmentthereof,forthetimebeingin force), the appointment of M/s. Parikh & Shah, Chartered Accountants (Firm Registration No.107528W) made in the 53rd Annual General Meeting held on 17th July, 2014, at such remuneration plus service tax, out of pocket expenses, travelling expenses,etc.,mutuallyagreedbetweentheBoardofDirectorsoftheCompanyandtheAuditors,beandisherebyratifiedandconfirmed.”

SPECIAL BUSINESS:

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

“RESOLVED THAT pursuant to the provisions of Section149, 150, 152 and any other applicable provisions of the Companies Act,2013andtherulesmadethereunder(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeingin force) read with Schedule IV to the Companies Act, 2013, Mr. Nalin Mansukhlal Shah (holding DIN 00882723), who was appointed as Director with effect from 16th July, 2013 in casual vacancy caused due to death of Mr. C.U. Shah and who in termsofSection161oftheCompaniesAct,2013holdsofficeuptothedateofthisAnnualGeneralMeetingandinrespectofwhom the Company has received Notice from member under Section 160 of the Companies Act, 2013 signifying his intention toproposeMr.NalinMansukhlalShahasacandidatefortheofficeofDirector,beandisherebyappointedasanIndependentDirectoroftheCompanytoholdofficeforfiveconsecutiveyearsforatermupto31stMarch,2020.”

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act,2013andtherulesmadethereunder(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce) read with Schedule IV to the Companies Act, 2013, Ms. Jolly Plammoottil Abraham (holding DIN 07108545), Director oftheCompanywhowasappointedasAdditionalDirectorandwhosetermofofficeexpiresatthisannualgeneralmeetingin terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing fromamemberunderSection160oftheCompaniesAct,2013proposinghercandidaturefortheofficeofDirector,beandisherebyappointedasanIndependentDirectoroftheCompanytoholdofficeforfiveconsecutiveyearsforatermupto31stMarch,2020.”

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

“RESOLVED THAT pursuant to the provisions of Sections 197, 198, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the appointment of Mr. T. M. Patel as the Executive Director of the Company for a period of three years with effect from 1st April, 2015, on the terms and conditions including remuneration as set out in the draft Agreement to be entered into between the Company and Mr. T.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.T.M.Patel,bepaidtheremunerationassetoutin the Draft Agreement to be entered into between the Company and Mr. T.M. Patel, as the Minimum Remuneration subject tothelimitslaiddowninScheduleVtotheCompaniesAct,2013.”

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“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. T.M. Patel, subject to such approval as may be necessary, proper and expedient and to do any act, deeds, matters andthingstogiveeffecttothisResolution.”

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

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 (includinganystatutorymodification(s)orenactmentthereof,forthetimebeinginforce),B.J.D.Nanabhoy&Co.,theCostAuditorsappointedbytheBoardofDirectors,toconducttheauditofcostrecordsoftheCompanyforthefinancialyearendingMarch31,2016,bepaidtheremunerationassetoutintheStatementannexedtotheNoticeconveningthisMeeting.”

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

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

“RESOLVED THAT pursuant to provisions of Section 14 and all other applicable provisions of Companies Act, 2013 read with Companies(Incorporation)Rules,2014(includinganystatutorymodificationoramendmenttheretoorre-enactmentthereoffor the time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles ofAssociationoftheCompany.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds andactionasmaybenecessary,properorexpedienttogiveeffecttothisresolution.”

NOTES:

1. The relative Explanatory Statements, pursuant to Section 102 of the Companies Act, 2013, in respect of the business under Item Nos. 6 to 10 of the accompanying Notice are annexed hereto.

2. A statement giving the relevant details of the Directors seeking re-appointment under item Nos.3, 4, 6 and 7 of the accompanying Notice, as required by Clause 49 of the Listing Agreement entered into with the Stock exchange is annexed herewith.

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 percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent 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,acertifiedcopyoftherelevantBoardResolutiontogetherwiththeir 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 Friday, the 7th August, 2015 to Tuesday, the 11th August, 2015 (both days inclusive), 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.

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The tentative dates for transfer to IEPF of the dividend remaining unclaimed/unpaid since 2007-08 are provided hereunder:

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

2007-08 40% 16.07.2008 21.08.2015

2008-09 20% 21.07.2009 26.08.2016

2009-10 45% 06.08.2010 11.09.2017

2010-11 60% 29.07.2011 03.09.2018

2011-12 50% 03.08.2012 09.10.2019

2012-13 25% 16.07.2013 16.09.2020

2013-14 20% 17.07.2014 20.08.2021

Those members, who have not encashed the dividend warrant/s for the above years, are requested to make their claim forthwithtotheRegisteredOfficeoftheCompany/Registrar&ShareTransferAgent.Itmaybenotedthatoncetheunclaimeddividend is transferred to the Investor Education and Protection Fund as above, no claim shall lie in respect thereof with the Company.

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, the Company is pleased to offer remote e-Voting facility as an alternative mode of voting which will enable the Members to cast their votes electronically. Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate e-voting. E-voting is optional and members shall have the option to vote either through e-voting or in person at the annual general meeting.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 7th August, 2015 at 9-00 A. M. and ends on 10th August, 2015 at 5-00 P. M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i. e. 4th August, 2015, 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.

(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.

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(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)

• MemberswhohavenotupdatedtheirPANwiththeCompany/DepositoryParticipantarerequestedtousethefirsttwolettersoftheirnameandthe8digitsofthesequencenumberinthePANfield.(Forsequencenumberreferserialno.printedonthenameandaddresssticker)

• Incasethesequencenumberislessthan8digitsentertheapplicablenumberof0’sbeforethenumberafterthefirsttwocharactersofthenameinCAPITALletters.Eg.IfyournameisRameshKumarwithsequencenumber1thenenterRA00000001inthePANfield.

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.

• Ifboththedetailsarenotrecordedwiththedepositoryorcompanypleaseenterthememberid/folionumberintheDividendBankdetailsfieldasmentionedininstruction(v).

(viii) Afterenteringthesedetailsappropriately,clickon“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 relevant EVSN on which you choose to vote.

(xii) Onthevotingpage,youwillsee“RESOLUTIONDESCRIPTION”andagainstthesametheoption“YES/NO”forvoting.SelecttheoptionYESorNOasdesired.TheoptionYESimpliesthatyouassenttotheResolutionandoptionNOimpliesthat you dissent to the Resolution.

(xiii) Clickonthe“RESOLUTIONSFILELINK”ifyouwishtoviewtheentireResolutiondetails.

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

(xv) Onceyou“CONFIRM”yourvoteontheresolution,youwillnotbeallowedtomodifyyourvote.

(xvi) Youcanalsotakeoutprintofthevotingdonebyyoubyclickingon“Clickheretoprint”optionontheVotingpage.

(xvii) IfDemataccountholderhasforgottenthesamepasswordthenEntertheUserIDandtheimageverificationcodeandclick on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non - Individual Shareholders and Custodians

• Non-Individualshareholders(i.e.otherthanIndividuals,HUF,NRIetc.)andCustodianarerequiredtologontowww.evotingindia.com and register themselves as Corporates.

• AscannedcopyoftheRegistrationFormbearingthestampandsignoftheentityshouldbeemailedtohelpdesk.evoting@cdslindia.com.

• After receiving the logindetailsacomplianceusershouldbecreatedusing theadmin loginandpassword.TheCompliance user would be able to link the account(s) for which they wish to vote on.

• The listofaccountsshouldbemailed [email protected] theaccounts theywould be able to cast their vote.

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• Ascannedcopyof theBoardResolutionandPowerofAttorney (POA)which theyhave issued in favourof theCustodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix)Incaseyouhaveanyqueriesorissuesregardinge-voting,youmayrefertheFrequentlyAskedQuestions(“FAQs”)ande-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

9. The Company has appointed Mr. D. M. Dalal, Practicing Company Secretary as the Scrutinizer 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,theequitysharesoftheCompanyhavebeencompulsorilydematerialisedandsale/purchaseofthesameisrequiredtotakeplaceindematerialisedformonly.Youareadvisedtogetyoursharesdematerialised 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.

15. Members are requested to register their e-mail address with the Share Transfer Agents 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 Agents at the following address: -

Bigshare Services Pvt. Ltd. Tel.: 022-40430200 E-2/3, Ansa Industrial Estate, Fax: 022-28475207 Sakivihar Road, Saki Naka, E-mail: [email protected] Andheri (E), Mumbai - 400 072. 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 Agents.

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: 5th May, 2015 Company Secretary

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

Item No.6:

Mr. Nalin M. Shah is Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company on 16th July, 2013. He is the Chairman of the Stakeholders Relationship Committee and member of Audit Committee and Nomination and Remuneration Committee.

Mr. Nalin Shah is a fellow member of The Institute of Chartered Accountants in England & Wales and The Institute of Chartered Accountants of India. He is a retired partner of Deloitte Haskins & Sells and S. B. Billimoria & Co., Chartered Accountants, with more than 30 years experience in accountancy and auditing.

Mr. Nalin Shah holds directorships and memberships/chairmanships of the Committees of the Board of Directors of the understated other companies in India:

• DirectorinDCBBankLtd.,ArtsonEngineeringLtd.,EimcoElecon(India)Ltd.,CholamandalamInvestment&FinanceCo.Ltd., Tata Capital Limited, Cholamandalam Distribution Services Ltd., Cholamandalam Securities Ltd., Omnigrid Micropower Company Pvt. Ltd. and Kotak Mahindra Asset Management Co. Ltd.

Mr. Nalin Shah is not holding any shares in the Company.

IntheopinionoftheBoardMr.NalinShahfulfilstheconditionsspecifiedintheCompaniesAct,2013andrulesmadethereunderfor his appointment as an Independent Director of the Company and is independent of the management. Copy of the draft letter for appointment of Mr. Nalin Shah as an Independent Director setting out terms and conditions would be available for inspection withoutanyfeebythemembersattheRegisteredOfficeoftheCompanyduringnormalbusinesshoursonanyworkingday,excluding Saturday.

TheBoardconsidersthathiscontinuedassociationwouldbeofimmensebenefittotheCompanyanditisdesirabletocontinueto avail services of Mr. Nalin Shah as an Independent Director.

As per the provisions of Section 152 of the Companies Act, 2013 every Director shall be appointed by the Company in general meeting and in case of appointment of Independent Director an explanatory statement shall be annexed to the Notice.

Accordingly, the Board recommends the resolution in relation to appointment of Mr. Nalin Shah as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. Nalin Shah, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relativesisconcernedorinterested,financialorotherwise,intheresolutionsetoutatItemNo.6.ThisExplanatoryStatementmayalso be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchange.

Item No.7:

Ms. Jolly Plammoottil Abraham is Non-Executive Independent Director of the Company. She joined the Board of Directors of the Company on 23rd March, 2015.

Ms. Jolly Abraham is not holding directorships in any other Company. Ms. Jolly Abraham is not holding any shares in the Company.

Ms. Jolly Abraham is M.A. in Personnel Management and Industrial Relations from Tata Institute of Social Sciences and LLB from Government Law College, University of Mumbai. She is an Advocate and a member of Bar Council of India. Ms. Jolly Abraham is an Associate Partner of M/s. Desai & Diwanji.

Ms. Jolly Abraham is having experience in drafting, vetting and negotiating term sheets and investment agreements for private equityinvestments,acquisitionsandfinancingtransactions.Leadingteamsconductinglegalduediligenceonbehalfofprivateequity investors, providing Indian law advice in relation to foreign investment regulations, general corporate law and drafting vetting and negotiating a wide variety of commercial agreements including employment agreements and technology transfer agreements.

In the opinion of the BoardMs. Jolly Abraham fulfils the conditions specified in the Companies Act, 2013 and rulesmadethereunder for her appointment as an Independent Director of the Company and is independent of the management. Copy of the draft letter for appointment of Ms. Jolly Plammoottil Abraham as an Independent Director setting out terms and conditions would beavailableforinspectionwithoutanyfeebythemembersattheRegisteredOfficeoftheCompanyduringnormalbusinesshourson any working day, excluding Saturday.

TheBoardconsidersthathercontinuedassociationwouldbeofimmensebenefittotheCompanyanditisdesirabletocontinueto avail services of Ms. Jolly Abraham as an Independent Director.

As per the provisions of Section 152 of the Companies Act, 2013 every Director shall be appointed by the Company in general meeting and in case of appointment of Independent Director an explanatory statement shall be annexed to the Notice.

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Accordingly, the Board recommends the resolution in relation to appointment of Ms. Jolly Plammottil Abraham as an Independent Director, for the approval by the shareholders of the Company.

Except Ms. Jolly Plammottil Abraham, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives isconcernedor interested,financialorotherwise, in the resolutionsetoutat ItemNo.7.ThisExplanatoryStatement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchange.

Item No.8:

The shareholders at the Annual General Meeting held on 3rd August, 2012 approved the appointment and payment of remuneration to Mr. T. M. Patel, Executive Director from 01.04.2012 to 31.03.2017 subject to the approval of the Central Government. The Central Government approved the remuneration of Mr. T.M. Patel, Executive Director for the period from 01.04.2012 to 31.03.2015. The Directors have at their meeting held on 5th May, 2015 re-appointed Mr. T.M. Patel as Executive Director for a further period of 3 years with effect from 1st April, 2015, 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 R9,00,000/- - R11,00,000/- per month as the Board/Committee of Directors may decide from time to time.

B. Perquisites & Allowances:

TheExecutiveDirectorshallbeentitledtothefollowingperquisitesandbenefits:

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

ii) Maintenance and upkeep, all monthly outgoings, cost of repairs, furnishings, payment of actual expenses for gas, electricity, water;

iii) Reimbursement of actual expenditure on medical treatment for self and dependent family members;

iv) Leave travel for self and dependent family members;

v) Subscription to Club fees and other expenses incurred at the club;

vi) Medical/accident insurance;

vii) Car with Driver maintained and fuelled by the Company for the use of Mr. T. M. Patel and his family;

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

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

ProvidentFundandGratuityonthefixedmonthlysalaryinaccordancetotheCompany’sRules.

D. Minimum Remuneration:

Notwithstandinganythingtothecontraryhereincontained,where,inanyfinancialyearduringthecurrencyofthetenureofMr.T.M.Patel,theCompanyhasnoprofitsoritsprofitsareinadequate,theCompanywillpaytoMr.T.M.Patel,remunerationbywayofSalary,Benefits,PerquisitesandAllowancesasspecifiedabovesubjecttothelimitslaiddawninscheduleVtotheCompanies Act, 2013.

E. Retirement by Rotation:

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

F. Sitting Fees:

The Executive 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. T.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. T. M. Patel.

None of the Directors of the Company is in any way deemed to be concerned or interested in the aforesaid resolution except Mr. T.M. Patel himself, Mr. S.M. Patel and Mr. P.M. Patel being brothers and as such related to each other.

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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. T.M. Patel is available for inspection by the members of the CompanyattheRegisteredOfficeoftheCompanybetween10.00a.m.and1.00p.m.onallworkingdays,exceptSaturdaystillthe date of the Annual General Meeting.

Item No. 9:

The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment and remuneration of Messrs. B.J.D. Nanabhoy & Co., Cost Accountants, to conduct the audit of the cost records of the Company for thefinancialyearending31stMarch,2016ataremunerationofR 53,000/- p.a.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit andAuditors)Rules,2014, the remunerationpayable to theCostAuditors is tobe ratifiedby themembersof theCompany.AccordinglythemembersarerequestedtoratifytheremunerationpayabletotheCostAuditorsduringthefinancialyearending31st March, 2016 as set out in the resolution for the aforesaid services to be rendered by them.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, in this resolution.

The Board of Directors recommends the Ordinary Resolution set out at item No.9 of the Notice for approval by the members.

Item No. 10:

The existing Articles of Association are based on the Companies Act, 1956 and several regulations in the existing Articles of AssociationcontainreferencestospecificsectionsoftheCompaniesAct,1956andsomeregulationsintheexistingArticlesofAssociation are no longer in conformity with the Act.

With the coming into force of the Companies Act, 2013, several regulations of the existing Articles of Association of the Company require alteration or deletions in several articles. Given this position, it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles.

The new Articles of Association to be substituted in place of the existing Articles of Association are based on Table ‘F’ of the Companies Act, 2013 which sets out the model Articles of Association for a Company limited by shares. Shareholder’s attention is invited to certain salient provisions in the new draft of Articles of Association of the Company viz;

1. Provisions relating to the appointment of independent and women directors have been added.

2. Provisions relating to the appointment of Key Managerial Personnel have been added.

3. Provisions relating to giving of special notice by shareholders for moving any resolution at a shareholders meeting have been amended in accordance with the Act.

4. Provisionsrelatingtodisclosurestobemadebydirectorsatmeetingsoftheboardandvacationofofficebydirectorshavebeen amended in accordance with the Act.

5. Provisions relating to use of the electronic medium to communicate with the shareholders and directors have been added.

6. Various existing articles have been aligned with the Act.

TheproposednewdraftofArticlesofAssociation isavailable for inspectionby themembersat theRegisteredOfficeof theCompany on any working day excluding public holidays and Sundays, between 11.00 A.M. and 1.00 P.M. up to and including the date of Annual General Meeting.

None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financialorotherwise,intheSpecialResolutionsetoutatitemno.10oftheNotice.

The Board of Directors recommends the Special Resolution for your approval.

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 : 5th May, 2015. 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.

: FinancialYear:2014-15a)EffectiveCapitalR 14986.33 lacs. b) Total Income R 16333.33lacs.c)ProfitR 418.13 lacs. d) Dividend declared R 231.00 lacs.

5. Export performance and net Foreign Exchange collaborations.

: During the year ended 31st March 2015, the Company has earned foreign exchange equivalent to R 292.73 lacs.

6. Foreign investments or collaborators, if any.

: The Company has not made any investments outside India. It has entered into a Technical Collaboration with M/s. NSK Ltd., Japan, one of theworldleadersinthefield.

II Information about the appointee

1. Background details : Mr. T.M. Patel is a Director of the Company having been associated with the Company since 1979. He is working in the capacity of Executive Director since 1993.

2. Past remuneration : Mr. T.M. Patel, Executive Director was drawing a monthly basic salary of r9,85,000/- (Rupees Nine lacs Eighty Five Thousand only) plus other allowances and perquisites.

3. Recognition/Awards. :

4. Jobprofileandhissuitability : Mr. T.M. Patel, who has completed B.S. from USA, has been associated with the Company more than three decades.

He has been responsible for the operations of the Company’s Plants. He is responsible for setting up new factories in Bharuch for Industrial Bearings and also established a new manufacturing facility in Uttarakhand.

In all the years when he has been responsible for plant activities, there has been 100% compliance on all factory related matters.

5. Remuneration proposed : Keeping in view the financial position of the Company and hisresponsibility and role in the development of the Company, it is proposed to pay him the remuneration mentioned in the explanatory statement as Minimum Remuneration.

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6. Comparative remuneration profile withrespect to industry, size of the company, profileofthepositionandperson.

: Mr. T.M. Patel, who has completed B.S. from USA, and has working experience of over 35 years. The present job responsibilities of the appointee are - operations of the Company’s Plants at Bharuch and Uttarakhand. 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 theCompany,profilepositionetc.

7. Any pecuniary Relationship : Mr. T.M. Patel is a Director of the Company. Further, he is related to Mr. S.M. Patel and Mr. P.M. Patel, Directors of the Company.

III Other information

1. Reasonforlossorinadequacyofprofits. : Thelowerprofitsinrecentyearsiseconomyrelatedwhichisinrecessionfor the last 3 years. The commercial vehicle and the tractor industry continued to show negative growth during 2014-15. The aftermarket business was affected by the industrial slow down.

2. Steps taken or proposed to be taken for improvement

: The Company has introduced many cost controlling activities which will show results in the coming periods. The Company has introduced several new offerings in continuation to previous year for actual users and the aftermarket to improve its top line. Discussions are on with various OEM’s and distributors to improve exports.

3. Expectedincreaseinproductivity/profit : Theprospectsforfinancialyear2015-16seemtobeencouragingandthe Company is hopeful of achieving better performance with targeted turnoverincreaseof10-15%.Thisshouldimproveprofitability.

IV Disclosures : The Remuneration package proposed to be paid to Mr. T.M. Patel, Executive Director, is as per the Resolution given in the Notice.

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Annexure to Items 3, 4, 6 & 7 of the Notice Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting

(in pursuance of Clause 49 of the Listing Agreement)

Name of the Director Mr. P.M. Patel Mr. T.M. PatelDirectorIdentificationNumber(DIN) 00012138 00016788Date of Birth 05.11.1947 07.12.1953Date of Appointment on Board 01.08.1986 01.02.1993Qualification M.B.A. from U.S.A. B.S. from U.S.A.

Shareholding in ABC Bearings Ltd. 109124 Equity Shares 100374 Equity SharesList of Directorships held in other Companies (excluding foreign, private and Section 8 Companies)

1.Eimco Elecon (India) Ltd.2.Emtici Engineering Ltd.3.Elecon EPC Projects Ltd.4.Elecon Engineering Co. Ltd.

Shri Dinesh Mills Ltd.

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

1. Member-Stakeholders Relationship Committee of ABC Bearings Ltd.

2. Member-Audit Committee and Stakeholders Relationship Committee of Elecon Engineering Co. Ltd.

3. Member-Audit Committee of Eimco Elecon (India) Ltd.

1. Member-Stakeholders Relationship Committee of ABC Bearings Ltd.

2. Member-Audit Committee and Stakeholders Relationship Committee of Shri Dinesh Mills Ltd.

Name of the Director Mr. Nalin M. Shah Ms. Jolly Plammoottil Abraham

DirectorIdentificationNumber(DIN) 00882723 07108545

Date of Birth 13.02.1947 30.04.1978

Date of Appointment on Board 16.07.2013 23.03.2015

Qualification C.A. Advocate

Shareholding in ABC Bearings Ltd. NIL NIL

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

1. DCB Bank Ltd.2. Artson Engineering Ltd.3. Eimco Elecon (India) Ltd.4. Cholamandalam Investment & Finance

Co. Ltd.5. Tata Capital Ltd.6. Cholamandalam Distribution Services

Ltd.7. Cholamandalam Securities Ltd.

NIL

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

1. Chairman-Audit Committee of Eimco Elecon (India) Ltd.

2. Chairman-Audit Committee of Artson Engineering Ltd.

3. Member-Audit Committee and Chairman-Stakeholders Relationship Committee of DCB Bank Ltd.

4. Member-Audit Committee of Cholamandalam Investment & Finance Co. Ltd.

5. Member-Audit Committee of Cholamandalam Distribution Services Ltd.

6. Chairman-Audit Committee of Tata Capital Ltd.

7. Member-Audit Committee of Cholamandalam Securities Ltd.

8. Chairman-Stakeholders Relationship Committee and Member - Audit Committee of ABC Bearings Ltd.

NIL

Mr. P.M. Patel and Mr. T.M. Patel are brothers.

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DIRECTORS’ REPORTTo the Members,

YourDirectorsarepleasedtopresenttheFifty-FourthAnnualReportwiththeAuditedStatementofAccountsfortheyearended31st March, 2015.

FINANCIAL RESULTS:

Year ended31.03.2015

R in Lacs

Yearended31.03.2014

R in Lacs

GrossProfitbeforeInterest,DepreciationandTax 2215.27 2091.77

Less: Finance Costs 562.28 401.82

Depreciation 1172.09 989.00

ProfitbeforeTax 480.90 700.95

Less: Provision for tax

Current Tax 97.00 152.50

MAT credit entitlement (96.25) (144.94)

Deferred Tax (Charge)/Credit 62.02 (230.17)

ProfitafterTax 418.13 463.22

Add: Balance brought forward from previous year 988.36 841.40

Less: Carrying amount of Fixed Assets adjusted as per Companies Act, 2013 59.95 -

Amount available for appropriations 1346.54 1304.62

Appropriations:

Proposed Dividend 231.00 231.00

Tax on proposed dividend 47.03 39.26

Transfer to General Reserves 70.00 46.00

Balance carried to Balance Sheet 998.51 988.36

1346.54 1304.62

OPERATIONS:

Automotive Division:

During the year under review, the Commercial Vehicle Manufacturing segment as a whole continued to be depressed showing negative growth, however, the production in medium and heavy Commercial Vehicles showed marginal improvement.

The Tractor Industry experienced sharp decline in production from October 2014 onwards registering a negative growth for the year. Despite the slowdown in Commercial Vehicle & Tractor segments, the Company was able to achieve a moderate top line growth. In order to reduce costs, the user industry in the recessionary period, continues to source low cost bearings from abroad, especially China, posing a challenge for the Company to retain market share and margins.

In spite of the Government’s intention to kick start the activities in the infrastructure and other manufacturing activities, there has not been any major improvement, resulting in sluggish demand for the Commercial Vehicles and Tractors. The low industrial activity continues to dampen the industrial bearing division and the aftermarket.

Industrial Bearing and Big Bearing Division:

In order to diversify the product portfolio, your Company made large investments in building the Industrial Bearing Division, however due to low level of industrial activity, the demand for industrial bearings is soft and your Company continues to be dependent on the Commercial Vehicle and the Tractor Industry’s business.

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The Company has successfully developed several types of Spherical Roller Bearings for construction machinery, industrial gears, agricultural engineering equipment, metal production, food processing and material handling industries. The division has also successfully developed Slewing Bearings for the Defence & Wind Turbine Industry. The products have been well accepted by the customers.ThesalesinthisDivisionthoughhigherthanthepreviousyearwerenottothesatisfactionoftheCompany.Weareconfidentthatwith the Government’s initiatives to open up the mining and infrastructure segments, the industrial activity in the Country will pick up and this division will grow well. DIVIDEND:The Directors recommend a dividend of r2/-(20%)perShareforthefinancialyearended31stMarch,2015,ifapprovedattheforthcoming Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear on the Register of Membersason11thAugust,2015and (ii) to thosewhosenamesasbeneficialownersare furnishedbyNationalSecuritiesDepository Limited and Central Depository Services (India) Limited as on that date.COLLABORATION:The Collaboration with NSK Ltd., Japan, continues to be active and the Company is receiving the requisite support whenever required.JOINT VENTURE COMPANY:During the year under review, the Joint Venture Company changed the status from closely held Public Company to Private Limited Companywiththeresultthenamehaschangedto“NSK-ABCBearingsPrivateLimited”.The sales revenue of the Joint Venture Company registered a modest increase in sales during the year over the previous year, mainly attributable to the increase in exports as the domestic customers continued to function under recessionary pressure. The Joint Venture has attained breakeven and expects to show good growth once the economy picks up.FIXED DEPOSITS:TheCompanyrepaidallthefixeddepositswithinterestduringtheyearpursuanttotheprovisionsofSection74(1)oftheCompaniesAct, 2013. There are no unclaimed deposits.QUALITY CERTIFICATIONS:YourCompanycontinuestoenjoytheTS16949aswellastheISO140001certifications.TheOEcustomerscontinuetoreposetheirconfidencewithself-certificationstatusfortheCompany.DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to Section 134(5) of the Companies Act 2013, the Directors report that: - i. in the preparation of annual accounts, the applicable accounting standards have been followed and there has been no

material departures therefrom;ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonableandprudentsoastogiveatrueandfairviewofthestateofaffairsoftheCompanyattheendofthefinancialyear,andoftheProfitandLossandtheCashFlowsoftheCompanyforthatyear;

iii. proper and sufficient care has been taken for themaintenance of 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. the annual accounts have been prepared on a going concern basis;v. they had laid down internal financial controls to be followed by theCompany and such internal financial controls were

adequate and were operating effectively; andvi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were

adequate and operating effectively. DIRECTORS:

The Board of Directors met four times during the year under review. The Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Board of Directors has appointed Ms. Jolly Plammoottil Abraham as Additional Director of the Company in the category ofWomanDirectorwitheffect from23rdMarch,2015.Her termofofficeexpiresat the forthcomingAnnualGeneralMeetingpursuant to the provisions of Section 161(1) of the Companies Act, 2013. An ordinary resolution is proposed at the forthcoming Annual General Meeting to appoint her as an Independent Director.

ThetermofofficeofMr.NalinShahwhowasappointedasaDirectorinthecasualvacancycausedduetodemiseofMr.C.U.Shah expires at the forthcoming Annual General Meeting pursuant to the provisions of Section 161(4) of the Companies Act, 2013. An ordinary resolution is proposed at the forthcoming Annual General Meeting to appoint him as an Independent Director.

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A special resolution is proposed to reappoint Mr. T. M. Patel as Executive Director for a period of three years with effect from 1st April, 2015.

In accordance with the requirements of the Companies Act, 2013, Mr. P.M. Patel and Mr. T. M. Patel retire by rotation and being eligible, offer themselves for reappointment. Necessary resolutions are being proposed for their reappointment as Directors at the ensuing Annual General Meeting of the Company.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

Audit Committee:

The Board has reconstituted Audit Committee pursuant to the provisions of Sections 177(1) of the Companies Act, 2013. The Composition of Audit Committee is as under:

1. Mr. Jal R. Patel - Chairman

2. Mr. Nalin M. Shah - Member

3. Mr. S.M. Patel - Member.

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

Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Risk Management Policy:

TheCompanyhaswelldefinedRiskManagementPolicyandpotentialriskshavebeenidentified.TheAuditCommitteediscussesthe various risks at regular intervals and the necessary steps are taken to reduce the impact of risks.

RELATED PARTY TRANSACTIONS:

Norelatedpartytransactionswereenteredintoduringthefinancialyear.

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

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.

CORPORATE GOVERNANCE:

YourCompanyhascompliedwith the requirementsof theCodeofCorporateGovernance inaccordancewithClause49ofthe ListingAgreementwithBSELimited.A separate report onCorporateGovernance alongwithAuditors’Certificate on itscompliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

YourCompanyhasformulatedaComprehensiveCSRpolicyinlinewiththeCompaniesAct,2013.InlinewiththeCSRpolicy,the following activities are undertaken by the Company:

• ShoulderingEducationResponsibility. InthisfieldwearesupportinganEnglishMediumSchool,inruralareaofGujarat,whichhasanenrolmentofapproximately

600 students.• WeprovidefacilityforOutdoorandIndoorsportsandactivitiesthroughaSportsComplexatBharuch.

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• FortheYouth: An Academy is established to coach youngsters in cricket and other outdoor sport. • Providingshelterandfoodtotheneedyindisastersituation.• WehaveestablishedfacilityforprocessingpartofthewastegeneratedbytheCompanytoproduceorganicfertilizer.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 outas“Annexure(A)”tothisReport.

SECRETARIAL AUDIT:

The Company has appointed Mr. Devang Dalal, a Company Secretary in Whole time Practice to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and RemunerationofManagerialPersonnel)Rules,2014.TheReportoftheSecretarialAudit issetoutas“Annexure(B)”tothisReport.

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)”tothisReport.

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 (D)“ to this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditors were appointed for a period of three years at the last Annual GeneralMeetingsubjecttoratificationoftheirappointmenteveryyear.Youarerequestedtoratifytheirappointmentpursuanttothe provisions of Section 139 of the Companies Act, 2013.

PARTICULARS RELATING TO EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel)Rules,2014inrespectofDirectors/employeesoftheCompanyissetoutin“Annexure(E)”tothisReport.

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

The Company has in place a 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.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received : NilNo. of complaints disposed off : N. A.

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 : 5th May, 2015. Chairman

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ANNEXURE (A) TO DIRECTORS’ REPORTANNUALREPORTONCORPORATESOCIALRESPONSIBILITY(CSR)ACTIVITIES

1. Brief Outline of Company’s CSR Policy.

The key purpose of this policy is to:

• DefinewhatCSRmeanstousandtheapproachadoptedtoachieveourobjectives.

• DefinethekindofprojectsthatwillcomeundertheambitofCSR.

• IdentifybroadareasofinterventioninwhichtheCompanywillundertakeprojects.

• ServeasaguidingdocumenttohelpexecuteandmonitorCSRprojects.

• ExplainthemannerinwhichthesurplusesfromCSRprojectswillbetreated.

As per the provisions of the Companies Act, 2013, ABC 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. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, 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 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:r12.32 Crores

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

The Company is required to spend r24.64 lacs.

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5. DetailsofCSRspentduringthefinancialyear:

(a) Totalamountspentforthefinancialyear:R 25 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

25 – – 25

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

Not Applicable.

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

P. M. Patel S. M. PATEL Managing Director Chairman

CSR Committee

Place : Mumbai Date : 5th May, 2015.

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ANNEXURE (B) TO DIRECTORS’ 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, 2015

To

The Board of DirectorsABC Bearings LimitedMumbai

Dear Sirs,

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governancepracticebyABCBearingsLimited(hereinaftercalled“theCompany”).SecretarialAuditwasconductedinamannerthat 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,2015, 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:

1. Ihaveexaminedthebooks,papers,minutesbooks,formsandreturnsfiledandotherrecordsmaintainedbyABCBearingsLimited(“theCompany”)forthefinancialyearendedon31stMarch,2015,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 1992;

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

d. The Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999;

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.

2. IhavereliedontherepresentationmadebytheCompanyanditsofficersforsystemsandmechanismformedbytheCompanyfor compliances under other applicable Acts, Laws and Regulations to the Company. The list of major head/groups of Acts, Laws and Regulations as applicable to the Company is given in Annexure I.

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

i. Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 1956; and

ii. The Listing Agreement entered into by the Company with Stock Exchange.

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.

IfurtherreportthatduringtheauditperiodtheCompanyhasundertakenspecificevents/actionshavingamajorbearingontheCompany’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above viz:

DuringtheFinancialYearendedMarch31,2015,theShareholdershaveapprovedSpecialResolutionsviz:

a) Authorizing Board of Directors to create charge on the properties of the Company in terms of Section 180(1)(a) of the Act.

b) Authorizing Board of Directors to borrow money up to a limit of R 500 crore in terms of Section 180(1)( c) of the Act.

D. M. Dalal

Place: Mumbai Practicing Company Secretary

Date: 24th April, 2015 ACS No.: 4147 COP No. 8728Annexure I

List of major laws applicable to the Company:

Indian Factories Act, 1948

The Minimum Wages Act, 1948

The Payment of Wages Act, 1936

The Payment of Bonus Act, 1965

The Payment of Gratuity Act, 1972

The Employees State Insurance Act, 1948

The Employee Provident Fund and Miscellaneous Provision Act, 1952

Industrial Disputes Act, 1947

Equal Remuneration Act, 1976

Contract Labour (Regulation and Abolition) Act, 1970

The Trade Union Act, 1926

TheMaternityBenefitsAct,1961

The Environment (Protection) Act, 1986 D. M. Dalal

Place: Mumbai Practicing Company Secretary

Date: 24th April, 2015 ACS No.: 4147 COP No. 8728

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ANNEXURE (C) TO DIRECTORS’ 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. PortableCompressorsinstalledforoptimizationofairuseasperspecificrequirementofdifferentarea.

2. Newenergyefficientthyristorbasefurnacecommissionedinthisyear.

3. Heat recovery system installed for preheating of water in new furnace.

4. VFD base control panel installed in coolant plants at Plant-1 & FACEOD area.

5. Temperature controller base panel for auto on-off of cooling tower motors at Plant -1.

Green Initiative:

1. Hydraulic Oil use reduced by optimization of oil tanks level.

2. Coolant recovery from grinding dust.

3. Sewage Treatment Plant commissioned for reuse of treated water for gardening.

B. TECHNOLOGY ABSORPTION:

1. In-housemachineoverhauling&retrofittingstartedforupgrading&improvemachinecapability.

2. Installation of conveying systems commenced on machines to minimize material handling & optimize use of manpower.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings : R 2.93 Crores

Outgo : R 29.25 Crores



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ANNEXURE (D) TO DIRECTORS’ REPORTForm No.MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015.

[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,PoonamChambers, Dr. Annie Besant Road, Worli, Mumbai - 400 018. Phone: 022-24964500, 24964501, 66608851 Fax: 022-24950527 Email: [email protected]

vi) Whetherlistedcompany:Yes/No: Yes

vii) Name, Address and contact details of Registrar Bigshare Services Pvt. Ltd. and Transfer Agent, if any. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai - 400 072. Phone: 022-40430200 Fax: 022-28475207 Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

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

Sl. No. Name and Description of main products/services

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

1 Taper Roller Bearings 8482 - 20 84.32%

2 Cylindrical Roller Bearings 8482 - 50 10.16%

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

2014-15

23

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 832489 – 832489 7.21 841205 – 841205 7.29 0.08

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): 4468009 – 4468009 38.68 4476725 – 4476725 38.76 0.08

(2) Foreign

a) NRIs - Individuals – – – – – – – – –

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

c) Bodies Corp. – – – – – – – – –

d) Banks/FI – – – – – – – – –

e) Any Other – – – – – – – – –

Sub-total(A)(2): – – – – – – – – –

Total Shareholding of Promoter (A) = (A)(1)+(A)(2)

4468009 – 4468009 38.68 4476725 – 4476725 38.76 0.08

B. Public shareholding

1. Institutions

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

b) Banks/FI 397817 9130 406947 3.53 276598 9130 285728 2.48 –1.05

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): 397817 9625 407442 3.53 276598 9625 286223 2.48 –1.05

2. Non-Institutions

a) Bodies Corp.

i) Indian 392053 20116 412169 3.57 404563 20102 424665 3.68 0.11

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

2014-15

24

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

b) Individuals

i) Individual shareholdersholding nominal sharecapital upto R1 lakh.

1837614 385387 2223001 19.25 1634915 374714 2009629 17.40 –1.85

ii) Individual shareholdersholding nominal sharecapital in excess of R1 lakh.

1150251 – 1150251 9.96 1453808 – 1453808 12.59 2.63

c) Others (specify)

a. Trusts 800 – 800 0.01 800 – 800 0.01 –

b. Clearing Member 3690 – 3690 0.03 4109 – 4109 0.04 0.01

c. Non Resident Indians (NRIs)

40393 1245 41638 0.36 49796 1245 51041 0.44 0.08

Sub-total (B)(2):- 6267801 406748 6674549 57.79 6390991 396061 6787052 58.76 0.97

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

6665618 416373 7081991 61.32 6667589 405686 7073275 61.24 –0.08

Shares held by custodian for GDRs & ADRs

– – – – – – – – –

Grand Total (A+B+C) 11133627 416373 11550000 100.00 11144314 405686 11550000 100.00 –

(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

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

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

Total 209498 1.81 Nil 209498 1.81 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

2014-15

25

(iv) Shareholding Pattern of Top ten shareholders (Other than Directors, Promoters)

Sl. No.

Name of Shareholder Shareholding Date Increase / Decrease in shareholding

Reason Cummulative shareholding during the year

(01-04-14 to 31-03-15)

No. of Shares at the beginning (01-04-14)/end

of the year (31-03-15)

% of total shares of the

company

No. of Shares at the

beginning (01-04-14)/end

of the year (31-03-15)

% of total shares of the

company

1 Tricot Investments Limited

2843000 24.61 01/04/2014 0 Nil Movement during the year

2843000 24.61

2 Shaunak Jagdish Shah 384292 3.33 01/04/2014 0 Nil Movement during the year

384292 3.33

3 Jagdish Amritlal Shah 322531 2.79 01/04/2014 0 Nil Movement during the year

322531 2.79

4 The Oriental Insurance Company Limited

355342 3.08 01/04/2014

18/04/2014 -3000 Transfer 352342 3.05

25/04/2014 -2000 Transfer 350342 3.03

09/052014 -4000 Transfer 346342 3.00

16/05/2014 -4718 Transfer 341624 2.96

23/05/2014 -4000 Transfer 337624 2.92

30/05/2014 -2539 Transfer 335085 2.90

06/06/2014 -8347 Transfer 326738 2.83

13/06/2014 -9808 Transfer 316930 2.74

20/06/2014 -2000 Transfer 314930 2.73

05/09/2014 -10200 Transfer 304730 2.64

19/09/2014 -4743 Transfer 299987 2.60

17/10/2014 -11364 Transfer 288623 2.50

14/11/2014 -7500 Transfer 281123 2.43

21/11/2014 -5000 Transfer 276123 2.39

5 Vijay Kishanlal Kedia 0 0 19/12/2014 119786 Transfer 119786 1.04

20/03/2015 79924 Transfer 199710 1.73

6 Jamson Securities Pvt. Ltd.

115481 1.00 01/04/2014 0 Nil Movement during the year

115481 1.00

7 Jagruti Shaunak Shah 115000 1.00 01/04/2014 0 Nil Movement during the year

115000 1.00

8 Raitan Private Limited 110100 0.95 01/04/2014 0 Nil Movement during the year

110100 0.95

9 Sanjay Gulabchand Bafna

62500 0.54 01/04/2014

04/07/2014 -500 Transfer 62000 0.54

17/07/2014 -2000 Transfer 60000 0.52

25/07/2014 -5000 Transfer 55000 0.48

10 Narippen Obhroi 42118 0.36 01/04/2014 0 Nil Movement during the year

42118 0.36

2014-15

26

(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


company

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

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.):

– – – –


109124 0.94 109124 0.94

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


– – – –


100374 0.87 100374 0.87

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


– – – –


7950 0.07 7950 0.07

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


– – – –


350 0.00 350 0.00

Mr. N. M. Shah, DirectorAt the beginning of the year Nil Nil Nil Nil


Nil Nil Nil Nil


Nil Nil Nil Nil

2014-15

27

Sl. No. For each of the Directors and KMP Shareholding at the beginning of the year

Cumulative shareholding during the year


company


company

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


Nil Nil Nil Nil

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


Nil Nil Nil Nil

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


Nil Nil Nil Nil

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 thefinancialyear

i) Principal Amount 6594.45 – 391.83 6886.28

ii)Interest accrued but not due on loans

14.12 – – 14.12

Total (i+ii) 6508.57 – 391.83 6900.40

Change in Indebtedness during thefinancialyear

Addition 3045.92 420.00 – 3465.92

Reduction 1208.66 38.18 391.83 1638.67

Net Change 1837.26 381.82 (391.83) 1827.24

Indebtedness at the end ofthefinancialyear

i) Principal Amount 8331.70 381.82 – 8713.52

ii) Interest accrued but not due on loans

11.95 0.69 – 12.64

Total (i+ii) 8343.65 382.51 – 8726.16

2014-15

28

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 1.45** 3.85

* Does not include PF & LTA

** With the approval of the Central Government.

B. Remuneration to other Directors:

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Mr. S. K. Diwanji Mr. J. R. Patel Mr. N. M. Shah

1. Independent Directors

• Feeforattendingboard/committeemeetings 115000 120000 122500 357500

• Commission _ _ _ _

• Others,pleasespecify _ _ _ _

Total (1) 115000 120000 122500 357500

2. Other Non-Executive Directors• Feeforattendingboard/committeemeetings• Commission• Others,pleasespecify

Not Applicable

Total (2) _ _ _ _

Total (B)=(1+2) 115000 120000 122500 357500

Rupees

2014-15

29

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

25.56 16.87 42.43

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961. 0.32 0.71 1.03

(c)Profitsinlieuofsalaryundersection17(3)oftheIncome-taxAct, 1961.

– – –

2 Stock Option – – –

3 Sweat Equity – – –

4 Commission

--as%ofprofit – – –

-- others, specify… – – –

5 Others, please specify – – –

Total 25.88 17.58 43.46 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



2014-15

30

ANNEXURE (E) TO DIRECTORS’ 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

remuneration2014-15

Mr. S.M. Patel Chairman 134.82 (2.54) 60:1

Mr. P.M. Patel Managing Director 134.67 (2.64) 60:1

Mr. T.M. Patel Executive Director 134.89 2.19 60:1

Mr. S.K. Diwanji Director 1.15 15.00 0.51:1

Mr. J.R. Patel Director 1.20 20.00 0.53:1

Mr. N.M. Shah Director 1.23 112.07 0.54:1

Ms. J.P. Abraham* Director N.A. N.A. N.A.

Mr. S.K. Choudhary CFO 25.88 13.86 N.A.

Mr. S.B. Desai Company Secretary 17.58 11.27 N.A.

* Ms. J.P. Abraham joined the Board with effect from 23.03.2015.

2. MedianremunerationoftheCompanyforallitsemployeesisRs.2,26,241forthefinancialyear2014-15.3. ThePercentageincreaseinmedianremunerationofemployeesintheFinancialYear:10.26%.4. Number of permanent employees on the rolls of the Company: 431 (As at 31st March, 2015).5. The explanation on the relationship between average increase in remuneration and Company’s performance: The average increment of 10.26% during the year was in line with the market trend in order to ensure that remuneration

reflectsCompanyperformanceandindividualperformance.6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The remuneration of Whole-time Directors decreased by 1.05% in 2014-15 compared to 2013-14. The remuneration of other

KeyManagerialPersonnelincreasedby12.80%in2014-15comparedto2013-14.Profitbeforetaxdecreasedby31.39%in2014-15 compared to 2013-14.

7. Details of Share price and market capitalisation:

The details of variation in the market capitalisation and price earnings ratio as at the closing date of the current and previous financialyearsareasfollows:

As on 31st March, 2015 As on 31st March, 2014 Increase/(Decrease) (%)

Price Earnings Ratio 38 17 124

Market Capitalisation (Rs. in crore) 160 79 103

8. 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

(1.05%) 10.26%

9. The key parameters for any variable component of remuneration availed by the directors.

There is no variable component in directors’ remuneration.

2014-15

31

10. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

11. Affirmation

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

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name Age (Years)

Designation/ Nature of duties

Gross Remuneration

(Rupees)

Qualification Experience Years

Date of commencement of Employment

Details of Last employment held

Employer Post Last held

Mr. S. M. Patel 70 Executive Chairman

1,34,82,400 Diploma in Accts. & Fin. &

C.A. (Inter) Kenya

32Yrs. 02.05.2011 Mipco Seamless Rings(G)

Ltd.

Managing Director

Mr. P. M Patel 67 Managing Director

1,34,67,056 B.Com., M.B.A

42Yrs. 07.09.1973 Employed Overseas

Mr. T. M Patel 61 Executive Director

1,34,88,687 B.S. (U.S.A) 35Yrs. 01.01.1979 Employed Overseas

Notes:

(a) Gross remuneration as above includes salary, other allowances, monetary value of perquisites as per Income Tax Rules, Company’s contribution to provident fund but excludes contribution to gratuity fund made on the basis of actuarial valuation.

(b) Mr. S. M. Patel, Executive Chairman, Mr. P. M. Patel, Managing Director and Mr. T. M. Patel, Executive Director are related to each other.



2014-15

32

10 YEARS’ H I G H L I G H T S R in lacsPARTICULARS 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15Sales & Other Income 18255.23 21591.51 19534.84 15064.33 17737.99 22480.14 19441.70 16696.68 15798.70 17979.30 Materials Consumed 8239.07 9235.20 8907.07 7286.85 9151.34 11161.48 9658.59 8101.00 8037.33 9006.93 Excise Duty 2413.71 3000.90 2700.48 1678.37 1332.79 1965.02 1782.87 1759.54 1572.55 1752.99Employee Cost 1186.26 1122.80 1192.12 1052.55 1249.53 1573.71 1865.59 2137.84 1791.24 1889.32Interest & Finance Charges 269.36 382.51 318.46 1094.89 69.73 53.56 143.96 314.92 401.82 562.28Depreciation 684.15 801.89 684.10 503.82 422.67 419.53 647.09 856.31 989.00 1172.09Other Expenses 2749.38 3547.19 2888.98 2343.30 2910.36 3103.29 3106.58 2746.08 2680.01 3114.79Profit/(Loss) Before Tax & Exceptional Items 2713.30 3501.02 2843.63 1104.55 2601.57 4203.54 2237.02 780.98 326.75 480.90 Exceptional Items 399.08 428.08 406.28 62.71 500.00 – – – (374.20) –Diminution in value of Investments – – – 9.00 – – – – – –Provision for Current Tax 979.15 1196.40 1011.86 359.50 1030.00 1220.07 500.00 157.50 152.50 97.00 MAT Credit Entitlement – – – – – – – (153.35) (144.94) (96.25)Provision for Deferred Tax (Charge)/Credit 235.62 136.57 166.09 (15.84) (17.13) (156.72) (202.76) (246.40) (230.17) (62.02)Profit/(Loss) After Tax & Exceptional Items

1570.69 2013.11 1591.58 657.50 2054.44 2826.75 1534.26 530.43 463.22 418.13

Equity Dividend 462.00 462.00 462.00 231.00 519.75 693.00 577.50 288.75 231.00 231.00 Equity Dividend % 40 40 40 20 45 60 50 25 20 20 Tax on Equity Dividend 64.80 78.52 78.52 39.26 86.33 112.43 93.69 49.07 39.26 47.03Retained Earnings 1043.89 1472.59 1051.06 387.24 1448.36 2021.33 863.07 192.62 192.96 140.10 Gross Fixed Assets*# 10183.96 11373.25 12106.74 12645.86 13437.31 17748.52 22102.49 25732.50 27722.73 29721.54Net Fixed Assets*# 3378.52 3825.21 3898.64 3966.95 4355.52 8407.59 12151.33 15008.32 16198.34 16981.42Investments 139.05 21.73 1271.73 1250.10 1250.10 1250.10 1250.00 1250.00 1250.00 1250.00Net Current Assets* 4433.83 6262.88 5956.97 7975.12 4217.03 3787.27 3371.55 1905.10 1907.22 2728.72Deferred Revenue Exp. 834.37 406.28 – – – – – – – – Total Assets (Net) 8785.77 10516.10 11127.34 13192.17 9822.65 13444.96 16772.88 18163.42 19355.56 20960.14 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 3621.82 5094.41 6125.47 6472.79 7921.14 9942.47 10805.53 10998.14 11191.10 11271.25 Net Worth 4776.82 6249.41 7280.47 7627.79 9076.14 11097.47 11960.53 12153.14 12346.10 12426.25 Borrowings* 3449.58 3843.89 3590.16 5291.84 456.83 1901.10 4163.19 5114.73 5883.76 7375.77 Deferred Tax Liability 559.37 422.80 256.71 272.55 289.68 446.40 649.16 895.55 1125.71 1158.12 Total Fund Employed 8785.77 10516.10 11127.34 13192.18 9822.65 13444.97 16772.88 18163.42 19355.57 20960.14 Earnings per Share R 13.60 17.43 13.78 5.69 17.79 24.47 13.28 4.59 4.01 3.62 Book value per Share R 41.36 54.11 63.03 66.04 78.58 96.08 103.55 105.22 106.89 107.59 Debt: Equity* 0.88 0.66 0.49 0.69 0.05 0.17 0.35 0.42 0.48 0.59Turnover/Inventory(Times) 6.24 6.45 6.16 4.50 5.45 10.26 4.44 4.04 4.97 3.78Turnover/Net Block* 5.40 5.64 5.01 3.80 4.07 2.67 1.60 1.11 0.98 1.06Current Assets/Current Liabilities* 2.62 3.03 2.76 4.36 2.22 1.90 1.77 1.33 1.48 1.45Number of Shareholders 7097 7401 7757 8345 7625 10764 9848 9219 8732 7640No. of Employees 314 331 355 355 337 365 386 424 432 431

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

2014-15

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CORPORATE GOVERNANCE REPORT 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on Corporate Governance is to observe the highest level of ethics in all its dealings, to ensure the efficientconductoftheaffairsoftheCompanytoachieveitsgoalofmaximisingvalueforallitsstakeholders.

The Company’s Code of Conduct and Whistle Blower Policy and its well structured internal control systems, which are subjected to regular assessment for their effectiveness, reinforces integrity of Management and fairness in dealing with the Company’s stakeholders. This, together with meaningful CSR activities and sustainable development policies followed by the Company, has enabled your company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates.

YourCompanyhascompliedwiththerequirementsofCorporateGovernanceaslaiddownunderClause49oftheListingAgreement with the BSE Ltd.

2. BOARD OF DIRECTORS:

The Company has a balanced mix of Executive and Non-executive Independent Directors. As at 31st March, 2015, the Board of Directors comprises of 7 Directors, of which 4 are Non-executive and Independent. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company.

None of the Directors on the Board is a member of more than 10 committees and Chairman of more than 5 committees (asspecified in clause49of theListingAgreement)acrossall companies inwhichhe/she isaDirector.Thenecessarydisclosures regarding committee positions have been made by the Directors.

The details of composition of the Board as at 31.03.2015, the attendance record of the Directors at the Board Meetings held duringthefinancialyear2014-15andatthelastAnnualGeneralMeeting(AGM),asalsothenumberofDirectorshipsheldbythem in other Companies are given here below:

Name of the Director

Executive/ Non-Executive/ Independent

No. of Directorships

of other Public

Companies

No. of Committees in which Chairman/Member in other

Public Companies

No. of Board

Meetings attended

Whether attended

last AGM

Yes/NoMember Chairman

Mr. S.M. Patel Executive Chairman 2 - 1 4 Yes

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

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

Mr. S.K. Diwanji Non-Executive - Independent 3 4 - 4 Yes

Mr. Jal R. Patel Non-Executive - Independent 5 2 4 4 Yes

Mr. Nalin M. Shah Non-Executive - Independent 7 4 4 4 Yes

Ms. Jolly P. Abraham* Non-Executive-Independent - - - - N.A.

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

*From 23.03.2015

Duringthefinancialyear2014-15,fourBoardmeetingswereheldonthefollowingdatesi.e.on9thMay,2014,17thJuly,2014, 7th November, 2014 and 15th January, 2015 and the Annual General Meeting was held on 17th July, 2014.

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3. CODE OF CONDUCT:

YourCompanyhasadoptedaCodeofConductformembersoftheBoardandtheSeniorManagement.TheCodeaimsatensuringconsistentstandardsofconductandethicalbusinesspracticesacrosstheCompany.YourCompanyhasreceivedconfirmationsfromallconcernedregardingtheiradherencetothesaidCode.

The Company has a Code of Conduct for prevention of insider trading in its shares which applies to all its Directors and designated employees.

Pursuant toClause 49 of the ListingAgreement, a confirmation from theManagingDirector of theCompany regardingcompliance with the Code by all members of the Board and the Senior Management is given below. The full text of the Code of Conduct has been posted on the Company’s website www.abcbearings.com.

Iherebyconfirmthat:

TheCompanyhasobtainedfromallthemembersoftheBoardandSeniorManagement,affirmationthattheyhavecompliedwiththeCodeofBusinessConductandEthicsforDirectorsandSeniorManagementinrespectofFinancialYear2014-2015.

P.M. Patel Managing Director

4. AUDIT COMMITTEE:

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assisttheBoardinfulfillingitsoversightresponsibilitiesofmonitoringfinancialreportingprocesses,reviewingtheCompany’sestablishedsystemsandprocessesforinternalfinancialcontrols,governanceandreviewingtheCompany’sstatutoryandinternal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

• Oversight of theCompany’s financial reporting process and financial information submitted to theStockExchange,regulatory authorities or the public.

• ReviewingwiththeManagementthequarterlyunauditedfinancialstatementsandtheAuditors’LimitedReviewReportthereon/auditedannualfinancialstatementsandAuditors’ReportthereonbeforesubmissiontotheBoardforapproval.This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimatesbasedonexerciseofjudgementbytheManagement,significantadjustmentsmadeinthefinancialstatementsand/or recommendation, if any made by the Statutory Auditors in this regard.

• ReviewtheadequacyandeffectivenessoftheCompany’ssystemandinternalcontrols.

• Review and discuss with the Management the Company’s major financial risk exposures and steps taken by theManagement to monitor and control such exposure.

• Review thescopeof theStatutoryAuditors, theannualaudit planand the internal audit planwitha view toensureadequate coverage.

• Review the significant audit findings from the statutory and internal audits carried out, the recommendations andManagement’s response thereto.

• Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors and Cost Auditorsconsidering their independence and effectiveness and their replacement and removal.

• TorecommendtotheBoardtheremunerationoftheStatutoryAuditors/CostAuditors.

• TodiscusswiththeStatutoryAuditors/ChiefInternalAuditorsanysignificantdifficultiesencounteredduringthecourseofthe Audit.

• ReviewannualCostAuditReportsubmittedbytheCostAuditor.

• Tograntomnibusapprovalforrelatedpartytransactionswhichareintheordinarycourseofbusinessandonanarm’slength pricing basis and to review and approve such transactions subject to the approval of the Board.

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The composition of the Audit Committee and their attendance at the meetings are given below:

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. S.K. Diwanji* Non-executive/Independent (Member) 4

Mr. Nalin M. Shah** Non-executive/Independent N.A.

* Resigned with effect from 16.01.2015

** Appointed with effect from 16.01.2015

Duringthefinancialyear2014-15,fourAuditCommitteeMeetingswereheldonthefollowingdatesi.e.on9thMay,2014,17thJuly, 2014, 7th November, 2014 and 15th January, 2015.

All themembersontheAuditCommitteehavetherequisitequalification forappointmentontheCommitteeandpossesssoundknowledgeoffinance,accountingpracticesandinternalcontrols.

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,theChiefFinancialOfficerandInternalAuditorsattend the Audit Committee Meeting. The Company Secretary is the Secretary to the Committee.

The Chairman of the Audit Committee was present at the 53rd Annual General Meeting held on 17th July, 2014.

5. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee (earlier Remuneration Committee) (mandatory under Companies Act, 2013 effective 1st April, 2014 and under the listing Agreement, as amended)

Composition & Meetings

The Committee comprises of 3 members, all being Non - Executive/Independent Directors.

TheCommitteemet2timesduringtheFinancialYearended31stMarch,2015on9thMay,2014and15thJanuary,2015.The details of attendance at the aforementioned Meetings are as follows:-

Name No.ofmeetingsduringtheFinancialYear2014-15

Held Attended

Mr. S.K. Diwanji, Chairman 2 2

Mr. Jal R. Patel, Member 2 2

Mr. Nalin M. Shah, Member 2 2

Mr. Sanjay B. Desai, Company Secretary, acts as the Secretary to the Committee.

Nomination and Remuneration Policy:

The Board of Directors at their Meeting held on 15th January, 2015 adopted a Nomination and Remuneration Policy. 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.

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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.

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

Remunerationpaid/payabletotheWhole-timeDirectorsfortheFinancialYear2014-15isasunder:

Name Salary(K)

Perquisites(K))

Contribution toProvident Fund

(K)

Total(K)

Mr. S.M. Patel 1,15,20,000 5,80,000 13,82,400 1,34,82,400

Mr. P.M. Patel 1,15,20,000 5,64,656 13,82,400 1,34,67,056

Mr. T.M. Patel 1,18,20,000 2,50,287 14,18,400 1,34,88,687

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 15,000/- for attending Board Meeting, R 10,000/- for attending Audit Committee Meeting, R 7,500/- for attending Nomination and Remuneration Committee Meeting, R 2,500/- for attending Stakeholders’ Relationship Committee Meeting and R 2,500/- for attending Corporate Social Responsibility Committee Meeting.

Thesaidfeeshavebeenrevisedfromcurrentfinancialyear.TheNon-ExecutiveDirectorsarepaidsittingfees@Rs.25,000/-for attending Board Meeting, Rs.20,000/- for attending Audit Committee Meeting, Rs.7,500/- for attending Nomination and Remuneration Committee Meeting, Rs.5,000/- for attending Stakeholders’ Relationship Committee Meeting and Rs.5,000/- for attending Corporate Social Responsibility Committee Meeting.

The total amount of sitting fees paid during the year was R 3,57,500/-. 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 01.04.2014 to 31.03.2015

(K)

No. of shares held As on 31st March, 2015

(Nos.)Mr. S.K. Diwanji 1,15,000 7,950

Mr. Jal R. Patel 1,20,000 350

Mr. Nalin M. Shah 1,22,500 -

During the year under review, the Independent Directors met on 26th March, 2015, inter alia, to review -

• theperformanceofNonIndependentDirectorsandtheBoardofDirectorsasawhole;

• theperformanceoftheChairmanoftheCompany,takingintoaccounttheviewsoftheExecutiveandNonExecutiveDirectors;

• assessthequality,quantityandtimelinessofflowofinformationbetweentheCompanyManagementandtheBoardthatis necessary for the Board to effectively and reasonably perform their duties.

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6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

As per Section 135 of the Companies Act, 2013 your Company is required to constitute a CSR Committee consisting of three or more directors, out of which at least one director shall be an Independent Director.

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

Name of the Director Category No. of Meetings attendedMr. S.M. Patel, Chairman Executive 2

Mr. Jal R. Patel Non-Executive-Independent 2

Mr. T.M. Patel Executive 2

During the year, the Committee met twice on 7th November, 2014 and 15th January, 2015.

The Board of Directors approved Policy for Corporate Social Responsibility (CSR Policy) with effect from 1st April, 2014 in line with the requirements of Section 135 of the Companies Act, 2013 and the rules framed thereunder as also revised Clause 49 of the Listing Agreement. Brief responsibilities of the CSR Committee are:-

o formulating the CSR policy in compliance to Section 135 of the Companies Act, 2013.

o identifying activities to be undertaken as per Schedule VII of the Companies Act, 2013.

o recommending to Board the CSR expenditure to be incurred.

o recommendingtoBoard,modificationstotheCSRpolicyasandwhenrequired.

o regularly monitoring the implementation of the CSR policy.

o suggest areas for CSR contribution to the Board.

o approve projects that are in line with the CSR policy.

o monitoring CSR activities from time to time.

7. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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. Nalin M. Shah Chairman [Non Executive-Independent] 16

Mr. S.M. Patel Member [Executive Chairman] 16

Mr. P.M. Patel Member [Managing Director] 15

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, 16 meetings were held on the following dates:

During the year, the Stakeholders’ Relationship Committee held its meetings on 16th April, 2014, 13th May, 2014, 20th May, 2014, 20th June, 2014, 27th June, 2014, 11th July, 2014, 18th July, 2014, 1st August, 2014, 8th August, 2014, 5th September, 2014, 14th October, 2014, 16th December, 2014, 10th January, 2015, 30th January, 2015, 20th February, 2015 and 7th March, 2015.

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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 thesubsequentStakeholdersRelationshipCommitteemeeting.TheCompanySecretaryofficiatesastheSecretaryoftheCommitteeandisalsodesignatedasComplianceOfficerintermsofthelistingagreementwiththeStockExchange.

During the year under review all the complaints/grievances that were received from the shareholders/investors, have been attended to and satisfactorily resolved.

An analysis of investor queries and correspondence done during the year are given hereunder:

Nature of complaint No. of complaints received No. of complaints resolved

Non receipt of shares after transfer 1 1

Non receipt of Dividend 13 13

Non receipt of Annual Report 3 3

Relating to SEBI 1 1

Non receipt of demat credit 1 1

Total 19 19

All the queries/complaints were attended to promptly and resolved within 30 days.

All valid share transfers, received during the year ended 31st March, 2015, have been acted upon and there were no share transfers pending as on 31st March, 2015.

The Committee expresses satisfaction with the Company’s performance in dealing with the shareholders’ grievances and its share transfer system.

8. RISK MANAGEMENT:

Like any other ongoing business, your company is exposed to a large number of potential risks that can adversely affect its business.YourcompanyhasestablishedacomprehensiveRiskManagementSystemtoensurethatriskstotheCompany’scontinuedexistenceasagoingconcernandtoitsdevelopmentareidentifiedandaddressedontimelybasis.

The Board of Directors at their meeting held on 15th January, 2015 constituted a Risk Management Committee to identify and monitor and minimize risks and also identify business opportunities. The composition of the Committee is as under:

Sr. No. Name Position

1 Mr. P.M. Patel Chairman

2 Mr. S.M. Patel Member

3 Mr. T.M. Patel Member

4 Mr. S.K. Choudhary Member

5 Mr. N. Muniraj Member

TheManagementidentifiesandevaluatessuchrisksatanearlystageandalsodefinesandimplementsmeasurestocontroltheserisks. Initially,all risksare identifiedbydifferentdepartments.Theserisksare thenanalysedandevaluatedby theCompany’s management team before these are reported to the Board of Directors.

Risks are classified in different categories such asMarketRelatedRisk,ReceivablesRelatedRisk, InputRelatedRisk,Finance Related Risk (which includes Foreign Exchange Fluctuation Risk, Interest Rate Fluctuation Risk and Borrowings and Liquidity Risk), Property Related Risk, Employees Related Risk, Directors Liability Risk, Regulatory Risk and Statutory Dues & Tax Assessments Risk. Operational Risk, Legal Risk and Strategic Risk.

The Company follows detailed risk assessment and minimization procedures, which are periodically reviewed by the Audit Committee/Board.

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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

2011-2012 3rd August, 2012 Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018. 4.30 p.m.

2012-2013 16th July, 2013 Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018. 4.30 p.m.

2013-2014 17th July, 2014 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 2011-2012 and 2013-2014.

iii. Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, the following Special Resolution was proposed to the Members by way of Postal Ballot:-

Particulars of the resolution Mortgaging and/or creating charge on the assets of the Company for securing borrowings for the purpose of the Company.

Name of Scrutinizer Mr. S.V.S. Iyer, Practicing Company Secretary

Date of Report of Scrutinizer 15th July, 2014.

Date of Declaration of Results 17th July, 2014.

No. of members voted through electronic voting system and through physical ballot form

No. of votes

Valid Ballots/Votes 34 79,23,926

In favour 28 69,85,482

Percentage (%) in favour of the resolution 88.16

Against 6 9,38,444

Percentage (%) against the resolution 11.84

Invalid Ballots/Votes Nil Nil

Thus, the above resolution was passed by the Members by requisite majority who cast their votes. The Members were provided an option to vote either by casting their vote through Postal Ballot or cast their votes electronically.

10. DISCLOSURES:

Related Party Transactions

The Company has not entered into any transactions of material nature, with its Promoters, the Directors, or the management, ortheirrelatives,etc.thatmayhavepotentialconflictwiththeinterestsoftheCompanyatlarge.Thedisclosureinrespectof related party transactions is given in schedule of the notes to the accounts. The Company does not have any subsidiary company. All related party transactions during the year, whether in the ordinary course of business or not, were placed before the Audit Committee and to the Board on quarterly basis. The policy on the related party transaction is also placed on the Company’s website.

Accounting Treatment

TheCompanyhascompliedwithallapplicableAccountingStandardsinpreparationofitsfinancialstatements.

Disclosures

The Company has complied with the requirements of Stock Exchanges, Securities and Exchange Board of India and other statutory authorities on matters relating to capital markets during the last three years and consequently no penalties or strictures have been imposed on the Company by these authorities.

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Prevention of Insider Trading:

The Company has framed its Insider Trading Regulations wherein rules for the preservation of price sensitive information, pre-clearance of trade, monitoring and implementation of the code of conduct are framed. This code is applicable to all Directors and such employees of the Company who are expected to have access to unpublished price sensitive information relating to the Company. The policy and procedures are periodically communicated to the employees who are considered as insiders of the Company. Trading window closure, when the Directors and employees are not permitted to trade in the securities of the Company, are intimated to all Directors and employees, in advance, whenever required.

Vigil Mechanism Policy:

Sec 177(9) of the Companies Act, 2013 and revised clause 49 II (F) of the Listing Agreement entered into with the stock exchange requires that a company shall establish a vigil mechanism for directors and employees for reporting concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Company was already following such a policy in line with the new requirement under the Act and the listing agreement which is disclosed by the Company on its website. During the year under review no concern of any nature was reported under this policy.

11. MEANS OF COMMUNICATION:

PursuanttoprovisionsoftheListingAgreement,periodicalfinancialresultsandotherpublicationsoftheCompanyarebeingpublished in Free Press Journal and Navshakti. Financial results, as soon as they are approved by the Board, are forwarded to the Stock Exchange (BSE) and also displayed on Company’s website www.abcbearings.com.

As the Company publishes the audited annual results within the stipulated period of 60 days, as required by the Listing AgreementwiththeStockExchange,theunauditedresultsforthelastquarterofthefinancialyeararenotpublished.

Management Discussion and Analysis Report forms part of this Annual Report.

12. GENERAL SHAREHOLDER INFORMATION:

i. Annual General Meeting

Date : 11th August, 2015.

Time : 4.30 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

Friday, the 7th August, 2015 to Tuesday, the 11th August, 2015 (both days inclusive)

iv. Dividend Payment Date

After 11th August, 2015.

v. Listing on Stock Exchanges

The Company’s shares are listed on BSE Limited, Mumbai.

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 (K) Low (K)

April, 2014 86.00 63.65

May, 2014 87.95 67.50

June, 2014 100.60 80.00

July, 2014 113.30 84.00

August, 2014 135.00 85.00

September, 2014 139.90 105.15

October, 2014 144.00 111.00

November, 2014 146.00 124.05

December, 2014 170.00 134.30

January, 2015 164.35 140.00

February, 2015 144.25 120.15

March, 2015 140.00 124.00

viii. Performance in comparison to BSE Sensex

Apr May Jul Aug Oct Nov Dec MarApr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar21000

22000

23000

24000

25000

26000

27000

28000

29000

30000

31000

75

85

95

105

115

125

135

145

155

165

175

ABC Share Price BSE Sensex in 2014

ABC SHARE PRICE - VS BSE SENSEX IN 2014 - 2015

ABC Share Price BSE Sensex in 2014 -

FebSeptJun Jan

2015

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ix Registrars and Transfer Agents:

Bigshare Services Pvt. Ltd. Tel.: 022-40430200 E-2/3, Ansa Industrial Estate, Fax: 022-28475207 Sakivihar Road, Saki Naka, E-mail:[email protected] Andheri (E), Mumbai 400 072. 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 Exchange within stipulated time.

xi. Distribution of Shareholding

Categories of Shareholding as on 31st March, 2015.

Category Shares

Number % to Total

Promoters and Promoters Group 4476725 38.76

Mutual Funds 45 0.00

Banks, Financial Institutions, Insurance Companies 285728 2.47

Foreign Institutional Investors 450 0.00

Private Corporate Bodies 425465 3.68

Indian Public 3463437 29.99

NRIs/OCBs 2894041 25.06

Others (Shares in Transit) 4109 0.04

Total 11550000 100.00

Distribution of Shareholding as on 31st March 2015.

Range Shareholders Shares

Number % to Total Number % to Total

1 - 50 2702 35.37 69755 0.60

51 - 100 1692 22.15 147538 1.28

101 - 300 1773 23.20 345519 2.99

301 - 500 550 7.20 239626 2.08

501 - 1000 482 6.31 365998 3.17

1001 - 5000 354 4.63 743777 6.44

5001 and above 87 1.14 9637787 83.44

Total 7640 100.00 11550000 100.00

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xii. Dematerialisation of Shares and Liquidity

96.49% equity shares of the Company have been dematerialised as on 31st March, 2015.

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:

M/s. Bigshare Services Pvt. Ltd. Tel.: 022 - 40430200 Fax: 022 - 28475207 E-2/3, Ansa Industrial Estate, Sakivihar Road, E-mail: [email protected] Saki Naka, Andheri (E), Mumbai 400 072. 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 would have to correspond with the respective Depository Participants for shares held in demat mode.


Place : Mumbai S.M.PATEL Date : 5th May, 2015. Chairman

Auditors’ Certificate regarding compliance of Corporate Governance

To the Members of ABC Bearings Limited

We have examined the compliance of the conditions of Corporate Governance by ABC Bearings Limited for the year ended 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of Company’s management. Our examination is limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance.ItisneitheranauditnoranexpressionofopiniononthefinancialstatementsoftheCompany.

We have conducted our review on the basis of the relevant records and documents maintained by the Company. Based on such review and as per the information and explanations given to us by the Company, in our opinion, the Company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the said Listing Agreement.

WestatethatsuchcomplianceisneitheranassuranceastothefutureviabilityoftheCompanynortheefficiencyoreffectivenesswith which the management has conducted the affairs of the Company.

For PARIKH & SHAHChartered Accountants

Firm Registration No. 107528W

Mumbai, 5th May, 2015. H.K. DESAI Partner

Membership No. 13719

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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. The Industry plays a major role in the Indian economy and is one of the key indicator of GDP.

During the last few years, there has been a general slow down in the industrial activity, leading to a slow down in the automotive segment as well.

The most affected segment due to recessionary trend is the commercial vehicles segment, which has shown negative growth for three years in a row. Though, there has been marginal improvement in medium and heavy commercial vehicle segment, itisratherinsignificanttojustifyrobustgrowthinthenearfuture.Thelightcommercialvehiclesegmentcontinuestoshownegative growth. The tractor industry has experienced negative growth in the current year.

The new Government understands that opening of the infrastructure and the mining sectors will kick start the economy and hasstartedtotakeactionsintheseareasandtogetherwiththe“MakeinIndia”movement,itishopedthatindustrialactivitywill pick up post monsoon.

b) Opportunities and Threats

Opportunities:

The Commercial Vehicles and the Tractor Industry segments are operating well below full utilization levels. With the Government clearing many infrastructure and mining projects, it is likely that the economy will pick up in the latter part of the year.The“MakeinIndia”movement,removalofGST,simplifyingtaxregimeandmakingbusinesseasierinIndiaissendingpositive signals to the investors and if it results in GDP growth as expected by the Government, industry will be the direct benefactor.

1. Though the after-market is currently sluggish, opportunities lie to sell bearings and other automotive components in the rural areas where branded products are still not available. Large efforts are needed and being put in by the Company to develop Distributor and Dealer network to penetrate rural India to achieve sustained growth.

2. The Company is keen to enter new markets to spread its base of customers as the domestic user industry is not showing any sign of pick up in demand. In order to do this, the Company has embarked on various projects to increase exports. However, the nature of our industry is such that the gestation period for an enquiry to mature to order/supply stage is rather long as it requires time consuming approval procedures a must for all OEM customers.

Threats:

1. Large scale imports of low priced components and bearings from abroad, especially China are not only hurting the industrybutalsohamperingthe“MakeinIndia”ideology.Manufacturersarereluctanttoputnewinvestmentsintheirplants as the market share is being lost to imported products.

2. The negative predictions issued by meteorology department for monsoon to be below normal level will not encourage industrial activity and capacity utilisation of the auto industry and its ancillaries will continue to be lower than optimum.

3. AstheDemandfalls,thecashflowofcompaniesaregettingaffectedandmayresultindelayofpaymentstovendorsandrepayment of loan instalments to the banks.

c) Segment-wise-performance

TheCompanyhasonlyonesegmentofactivitynamely‘Bearings’asdefinedbyAS-17specifiedunderSection133oftheCompanies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

d) Outlook

Keyeconomicindicatorsnotbeingencouragingandwiththeforecastofbelownormalmonsoon,itisdifficulttopredictthenear term growth; however, on the long-term, the outlook is still positive.

The other concerns are competition from imports of low priced bearings, slow opening up of infrastructure activities, high interest rates and unforeseen disasters.

e) Environment & Sustainability

AtABC,wetraditionallyplaceemphasisontakingresponsibleactiontowardsEnvironmentandSociety.Towardsfulfillingourresponsibility for environment, we evaluate all manufacturing processes and its possible impacts and take appropriate actions to ensure no damage to the environment.

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WecarryoutsystematicandperiodiccheckingandmeasurementofallkeyindicesforWaterConsumption,EffluentDischarge,Gas Emission, Electric Consumption, etc. These results are transparently shared with all the employees to create and stress the importance of environmental protection. The Management encourages initiatives that are targeted towards reduction in consumptionofvaluableresourcesandimprovementinresourceefficiencyacrossallourprocesses.

Our plant at Bharuch has been validated in respect of environmental protection in accordance with ISO 14001:2004 certification.

Withthe jointeffortswithourcustomers,wedesignproductswhichareenergyefficientsuchashighperformanceX-Lifebearings. These bearings are designed and manufactured to carry higher load ratings within the existing boundary dimensions. This allows customers to use downsized bearings for the same application or alternatively customers can expect much longer service life in existing applications. Other efforts include down weighting of products, use of alternate and new materials etc.

f) Internal control systems and their adequacy

YourCompanyhasinplaceadequateinternalcontrolsystemscommensuratewiththesizeofitsoperations.Internalcontrolsystems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedbackon achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations, safeguardingofassetsandeconomicalandefficientuseofresources.Thesystemisassessedperiodically.TheInternalAudit team continuously monitors the effectiveness of the internal control systems. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company.

The Company has implemented Whistle Blower Policy and created awareness of the same among the employees.

g) Financial performance with respect to operations

The total sales for the year stood at R 179.79 Crores compared to R 157.99 Crores of the previous year. In light of our main customers i.e. Commercial Vehicle and Tractor Industry showing negative growth, it is quite modest to state that the Company is able to show approximately 14% growth over the previous year.

Though,profitbefore taxwasmarginally lower thanpreviousyear, largelydue tohighercostof inputs,general inflation,increase in salaries & wages and some reduction and adjustment in the sales price to maintain the market share, however, on comparable basis there is a marked improvement at operating levels.

h) Human Resources and Industrial Relations

The Company has one of lowest rates of attrition within the industry and also as compared to the neighbouring industries. This is primarily the result of continued focus on employees and implementing many initiatives to improve the employee motivation & performance.

During the year the Company implemented 72 kaizans which were initiated by blue collar employees to improve productivity ontheshopfloor.

Periodical training programmes are conducted in modern manufacturing practices, lean & quality management and behavioural aspects to teach and motivate the employees for bettering themselves and the environment.



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Independent Auditors’ ReportToThe Members ofABC Bearings LimitedReport on the Financial StatementsWehaveauditedtheaccompanyingfinancialstatementsofABCBearingsLimited(“theCompany”),whichcomprisetheBalanceSheetasat31stMarch,2015,theStatementofProfitandLoss,theCashFlowStatementfortheyearthenended,andasummaryofsignificantaccountingpoliciesandotherexplanatoryinformation.

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 with respect tothepreparationofthesefinancialstatementsthatgiveatrueandfairviewofthefinancialposition,financialperformanceandcashflowsoftheCompanyinaccordancewiththeaccountingprinciplesgenerallyacceptedinIndia,includingtheAccountingStandardsspecifiedunderSection133oftheAct,readwiththeRule7oftheCompanies(Accounts)Rules,2014.Thisresponsibilityalsoincludes maintenance of adequate Accounting records in accordance with the provision 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 adequateinternalfinancialcontrols,thatwereoperatingeffectivelyforensuringtheaccuracyandcompletenessoftheaccountingrecords,relevanttothepreparationandpresentationofthefinancialstatementsthatgiveatrueandfairviewandarefreefrommaterial misstatement, whether due to fraud or error.

Auditor’s Responsibility

Ourresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonouraudit.

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

WeconductedourauditinaccordancewiththeStandardsonAuditingspecifiedunderSection143(10)oftheAct.Thosestandardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancialstatementsarefreefrommaterialmisstatement.

Anauditinvolvesperformingprocedurestoobtainauditevidenceabouttheamountsandthedisclosuresinthefinancialstatements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalfinancialcontrolrelevanttotheCompany’spreparationofthefinancialstatementsthatgiveatrueandfairviewinordertodesignauditprocedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of suchcontrols. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accountingestimatesmadebytheCompany’sDirectors,aswellasevaluatingtheoverallpresentationofthefinancialstatements.

Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopiniononthefinancialstatements.

Opinion

Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventous,theaforesaidfinancialstatementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principlesgenerallyacceptedinIndia,ofthestateofaffairsoftheCompanyasat31stMarch,2015,itsprofitanditscashflowsfor the year ended on that date .

Report on other Legal and Regulatory Requirements1. AsrequiredbytheCompanies(Auditor’sReport)Order,2015(“theOrder”) issuedbytheCentralGovernmentofIndiain

termsofsub-section(11)ofSection143of theAct,wegive in theAnnexureastatementonthemattersspecified intheparagraph 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. TheBalanceSheet, theStatementofProfitandLoss,andtheCashFlowStatementdealtwithbythisReportare inagreement with the books of account.

d. Inouropinion,theaforesaidfinancialstatementscomplywiththeAccountingStandardsspecifiedunderSection133ofthe 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, 2015 taken on record by the BoardofDirectors,noneofthedirectorsisdisqualifiedason31stMarch,2015,frombeingappointedasadirectorinterms of Section 164 (2) of the Act.

f. 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 Thecompanyhasdisclosedtheimpactofpendinglitigationsonitsfinancialpositioninthefinancialstatements(refernote26(ii)&(iii)tothefinancialstatements).

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.


Firm’s Registration No. 107528W

Place : Mumbai H.K. DesaiDate : 5th May, 2015 Partner Membership No.13719

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ABC Bearings LimitedANNEXURE TO INDEPENDENT AUDITORS’ REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2015

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

b) Weare informed that theCompanyhasa regularprogrammeofphysicalverificationof itsfixedassets inaphasedmanneroveraperiodofthreeyears.Accordingly,thephysicalverificationofpartofthefixedassetshasbeencarriedoutbytheManagementduringtheyearandnomaterialdiscrepancieshavebeennoticedonsuchverification.

2. a) TheinventoryhasbeenphysicallyverifiedatreasonableintervalsduringtheyearbytheManagementexceptstockswith thirdpartiesforwhichconfirmationsareobtained.

b) In our opinion theproceduresof physical verification followedby theManagement are reasonable andadequate inrelation to the size of the Company and the nature of its business.

c) TheCompanyhasmaintainedproperrecordsofinventory.Thediscrepanciesnoticedonphysicalverification,betweenphysical 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. TheCompanyhasnotgrantedanyloans,securedorunsecuredtocompanies,firmsorotherpartiescoveredintheregistermaintained under Section 189 of the Companies Act, 2013.

4. According to the information and explanations given to us, there are, in our opinion, adequate internal control systems commensuratewiththesizeoftheCompanyandnatureofthebusinessforthepurchaseofinventory,fixedassetsandforsale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 74 of the Companies Act, 2013 and rules framed thereunder with regard to the deposits accepted prior to the commencement of the Companies Act, 2013. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

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, wealth 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 31-03-2015 for a period of more than six months from the date they become 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

and Income Tax 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

FinancialYear

State and CentralSales Tax Acts

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

The Central Excise Act, 1944

Excise Duty 3.08 1998-99 CEGAT, Commissioner, Mumbai

6.56 2011-12 Commissioner (Appeal) Central Excise, VadodaraThe Finance Act, 1994

Service Tax 1.74 2008-092008-092010-112011-122012-132013-14

0.435.23 Commissioner (Appeal), Central Excise,

Vadodara2.890.561.36

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

Income Tax 16.55 2006-07 CIT (Appeals), Mumbai

Income Tax 4.81 2008-09 ITAT, Mumbai.Income Tax 16.38 2009-10

2009-10 ITAT, Mumbai

Income Tax 14.16Income Tax 9.37 2011-12 CIT (Appeals), Mumbai.Income Tax 7.76 2012-13 CIT (Appeals), Mumbai.

c) On the basis of our examination of the books of account and other relevant records, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules there under have been transferred to such fund within time.

8. TheCompanydoesnothaveanyaccumulatedlossesattheendofthefinancialyearandhasnotincurredcashlossesinthefinancialyearcoveredbyourauditandtheimmediatelyprecedingfinancialyear.

9. 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 from financialinstitutionandhasnotissueddebenture.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by othersfrombanksorfinancialinstitution.

11. The term loans have been applied for the purpose for which they were obtained.

12. On the basis of examination of books of account and other relevant records in the course of our audit and information and explanation given to us no fraud on or by the company has been noticed or reported during the year.


Firm’s Registration No. 107528W

Place : Mumbai H.K. DesaiDate : 5th May, 2015 Partner

Membership No.13719

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Balance Sheet as at 31st March, 2015Notes As at 31st

March, 2015 in Lacs

As at 31st March, 2014

R in LacsI. EQUITY AND LIABILITIES

(1) Shareholders’ FundsShare Capital 2 1,155.00 1,155.00Reserves and Surplus 3 11,271.25 11,191.10

12,426.25 12,346.10(2) Non-Current Liabilities

Long-term borrowings 4 3,810.08 3,686.62Deferred tax liabilities (Net) 5 1,158.12 1,125.71Other Long-term liabilities 6 661.92 498.61Long-term provisions 7 125.90 125.23

5,756.02 5,436.17(3) Current Liabilities

Short-term borrowings 8 3,565.69 2,197.14Trade payables 9 2,810.59 1,765.45Other current liabilities 10 2,327.65 2,113.68Short-term provisions 11 278.71 316.45

8,982.64 6,392.72 Total 27,164.91 24,174.99

II. Assets

(1) Non-current assetsFixed assets 12Tangible assets 16,072.84 13,133.37Intangible assets 229.28 254.20Capital work-in-progress 667.50 1,632.98

16,969.62 15,020.55Non-current investments 13 1,250.00 1,250.00Long-term loans and advances 14 1,073.19 2,073.67

19,292.81 18,344.22(2) Current assets

Inventories 15 4,762.03 3,178.73Trade receivables 16 2,437.50 2,206.90Cash and cash equivalents 17 211.00 116.46Short-term loans and advances 18 446.51 314.88Other Current Assets 19 15.06 13.80

7,872.10 5,830.77

Total 27,164.91 24,174.99

Significant accounting policies 1Notes to the Financial Statements 2 to 40

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

For PARIKH & SHAHChartered Accountants P. M. PATEL S. M. PATEL Managing Director Chairman DIN : 00012138 DIN : 00012036

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

Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

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Statement of Profit and Loss for the year ended 31st March, 2015Notes For the year

ended 31st March, 2015

in Lacs

For the yearended 31st

March, 2014R in Lacs

Income

Revenue from operations (Gross) 17,919.01 15,728.53

Less : Excise Duty (Note 28) 1,645.97 1,630.43

Revenue from operations (net) 20 16,273.04 14,098.10

Other Income 21 60.29 70.17

Total Revenue 16,333.33 14,168.27

Expenses

Cost of materials & Components consumed 35 B 8,606.72 6,448.75

Purchase of Traded Goods 46.20 31.87

(Increase)/Decrease in inventories of finished goods, work-in-progress and Traded Goods 22 (725.35) 695.29

Employee benefit expenses 23 1,889.32 1,791.24

Finance costs 24 562.28 401.82

Depreciation and amortisation expense 12 1,172.09 989.00

Other expenses 25 4,301.17 3,483.55

Total Expenses 15,852.43 13,841.52

Profit before exceptional items and tax 480.90 326.75

Add: Exceptional Items 29 – 374.20

Profit after exceptional items and before tax 480.90 700.95

Tax expense:

Current tax 97.00 152.50

MAT Credit Entitlement (96.25) (144.94)

Deferred tax 62.02 230.17

Profit after tax 418.13 463.22

Earning per equity share of face value of R10 each :

Basic & Diluted (In R) 3.62 4.01

Notes to the Financial Statements 2 to 40





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2014-15 in Lacs

2013-2014 R in Lacs

A NET PROFIT BEFORE TAX 480.90 700.95Adjustment for:Depreciation and amortisation 1,172.09 989.00Bad Debts written off 0.20 4.91Foreign Exchange Loss (unrealised) 22.77 –Provision for Doubtful Debts/claims 1.01 23.46Provision for Compensated Absences 0.68 (4.90)Wealth Tax written off 4.82 –Loss on Sale of Fixed Assets 3.75 16.46Interest and finance charges 562.28 401.82Interest income (29.61) (22.25)Sundry Balances written back (8.53) (3.11)Excess provision written back (7.31) (22.46)

1,722.15 1,382.92OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 2,203.05 2,083.87Inventories (1,583.30) 949.96Trade Receivables (231.50) (214.10)Loans and Advances (195.79) (27.44)Trade payables 1,084.57 (95.30)

(926.02) 613.12CASH GENERATED FROM OPERATIONS 1,277.03 2,696.99Direct Taxes (Received)/Paid 144.85 165.37NET CASH GENERATED FROM OPERATIONS (A) 1,132.18 2,531.62

B CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (1,930.35) (2,002.06)Sale of Fixed Assets 5.95 4.90Interest Received 20.78 22.01NET CASH USED IN INVESTING ACTIVITIES (B) (1,903.62) (1,975.15)

C CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Borrowings 3,338.68 1,470.89Repayments of Borrowings (1,638.68) (1,280.47)Interest Paid (563.76) (401.78)Dividend Paid (231.00) (288.75)Taxes paid on Distributed Profit (39.26) (49.07)NET CASH GENERATED FROM FINANCING ACTIVITIES (C) 865.98 (549.18)NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) 94.54 7.29

CASH & CASH EQUIVALENTS (Opening Balance) 116.46 109.17CASH & CASH EQUIVALENTS (Closing Balance) 211.00 116.46 94.54 7.29

Cash Flow Statement





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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 Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2. 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 Rs.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 years 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.

3. Investments:

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

4. Inventory Valuation:

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

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

c) Work in Progress

d) Finished Goods

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

5. 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 realisation/settlement of foreign exchange transactions and on translation of foreign currency assets (other than relating to Fixed Assets) and liabilities are recognised 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.

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.

: At the lower of cost and the net realisable value.

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6. 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.

7. Sales:

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

8. Borrowing Cost:

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

9. 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 recognised, on timing differences, being the difference between the taxable income 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 recognised and carried forward only to the extent that they can be realized.

Minimum Alternative Tax (MAT)

Minimum Alternative Tax (MAT) credit is recognised 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 recognised 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.

10. Provisions and Contingencies:

A provision is recognised 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 recognised but disclosed in the financial statements. Contingent assets are neither recognised nor disclosed.

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Notes to Financial Statements for the year ended 31st March, 2015

As at31st March,

2015 in Lacs

As at 31st March,

2014R in Lacs

Note No.

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, 2015

31st March, 2014

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 Rs. 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:

31st March, 2015 31st March, 2014

Name of the shareholder 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

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31st March, 2015

in Lacs

31st March, 2014

R in Lacs

3 Reserves & SurplusSecurity Premium Account 152.14 152.14

Cash Subsidy Reserve 20.00 20.00 General Reserve

Opening Balance 10,030.60 9,984.60

Transferred from Statement of Profit and Loss 70.00 46.00

Closing Balance 10,100.60 10,030.60

Surplus in Statement of Profit & LossOpening Balance 988.36 841.40

Less: Carrying amount of Fixed Assets having balance useful life NIL as on 01.04.2014

adjusted (Refer Note 30)59.95 –

Add: Net profit after tax for the year 418.13 463.22

Amount available for appropriation 1,346.54 1,304.62

Less :

Proposed Dividend 231.00 231.00

Tax on Proposed Dividend 47.03 39.26

Transfer to General Reserve 70.00 46.00

348.03 316.26

Closing balance 998.51 988.36

11,271.25 11,191.10

4 Long-Term BorrowingsSecured

Term Loans

From a Bank # 2,685.08 2,617.52

From a Finance Company ## 1,125.00 1,069.10

3,810.08 3,686.62

#1) Term Loans are Secured by first and exclusive hypothecation charge over plant and

machiney purchased under the bank finance, pari passu first charge over other unen-cumbered existing plant and machinery of the Company and Registered Mortgage over land and building at Plot 109-A, Bharuch.

2) The loans are repayable as under; Term Loan 1 is repayable in 20 equal quarterly installments commencing from January-2013 to October-2017. Term Loan 2 is repayable in 20 equal quarterly installments commencing from January-2015 to October-2019.

## Secured by first and exclusive charge on Land and building and entire movable fixed assets including plant and machinery at Dehradun. The loan is repayable in 20 equal quarterly installments commencing from January-2015.

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31st March, 2015

in Lacs

31st March, 2014

R in Lacs

5 Deferred Tax Liabilities (Net)

Deferred Tax Liabilities:

Difference between Book & Tax Depreciation 1,522.21 1,234.79

1,522.21 1,234.79

Deferred Tax Assets:

Expenses allowable for Tax purpose when paid 33.35 21.99Provision for Doubtful Debts 47.40 46.46

Provision for Compensated absences 41.63 40.63

Unabsorbed Depreciation 241.71 –

364.09 109.08Net Deferred Tax Liability 1,158.12 1,125.71

6 Other Long-Term LiabilitiesRetention money of Contractors 27.39 40.27Deposit from Customers 61.27 66.12Other Payables 573.26 392.22

661.92 498.61

7 Long-Term Provisions

Provision for Employement Benefit Compensated absences 125.90 125.23

125.90 125.23

8 Short-Term Borrowings

Secured #

Loan Repayable on Demand

Working Capital loan from Banks 3,183.87 1,805.31

UnsecuredDeposit from related parties – 391.83

Loan from a Finance Company 381.82 –

3,565.69 2,197.14

# Working capital loan facilities are secured by first pari passu hypothecation charge on stock in trade and book debts and second pari passu charge on Plant & Machinery of the Company and further secured by Registered Mortgage over factory land and building at Plot 109-A, Bharuch.


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31st March, 2015

in Lacs

31st March, 2014

R in Lacs

9 Trade Payables

Micro, Small and Medium Enterprises * 244.47 560.80

Others 2,566.12 1,204.65

2,810.59 1,765.45

* 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. No interest is payable on the above outstanding.

Other Current LiabilitiesCurrent maturities of Long-Term Debt 1,337.75 1,002.52Interest accrued but not due on loans 12.64 14.12Unpaid Dividend 35.89 38.26

Creditors for Capital Expenditure 172.45 192.22Payable for expenses 421.64 626.98Statutory Liabilities 278.10 158.29Employee benefits payable 46.36 44.17Other Payable 22.82 37.12

2,327.65 2,113.68

Short-Term ProvisionsProposed Dividend 231.00 231.00 Tax on Proposed Dividend 47.03 39.26

Income Tax (Net of Advance Tax) 0.68 46.19

278.71 316.45


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12 FIXED ASSETS

COST DEPRECIATION/AMORTISATION NET BLOCK

Particulars As at 1st April

2014

Additions Deductions As at 31st March

2015

Up to 1st April

2014

Adjustment on account

of sale

For the year

Up to 31st

March 2015

As at 31st March

2015

As at 31st March

2014

Tangible Assets

Land

Free Hold Land 255.84 – – 255.84 – – – – 255.84 255.84

(255.84) – – (255.84) – – – – (255.84) (255.84)

Leasehold Land 286.17 – – 286.17 33.04 – 3.89 36.93 249.24 253.13

(286.17) – – (286.17) (29.30) – (3.74) (33.04) (253.13) (256.87)

Buildings 3,013.08 62.69 – 3,075.77 389.33 – 145.19 534.52 2,541.25 2,623.75

(1,713.38) (1,299.70) – (3,013.08) (326.91) – (62.42) (389.33) (2,623.75) (1,386.48)

Plant and Machinery 18,364.09 4,000.55 53.85 22,310.79 9,611.15 44.31 777.48 10,344.32 11,966.47 8,752.94

(17,834.24) (532.26) (2.41) (18,364.09) (8,877.08) (2.29) (736.36) (9,611.15) (8,752.94) (8,957.15)

Equipments, Appliances & Tools 965.39 58.57 1.71 1,022.25 595.28 1.59 57.63 651.32 370.93 370.11

(1,125.88) (12.23) (172.72) (965.39) (703.15) (158.70) (50.84) (595.28) (370.11) (422.72)

Electrical Installations 857.82 – – 857.82 292.42 – 73.36 365.78 492.04 565.40

(695.27) (182.04) (19.49) (857.82) (277.22) (17.29) (32.49) (292.42) (565.40) (418.05)

Office Equipments 107.48 10.50 0.08 117.90 18.16 0.04 47.51 65.63 52.27 89.30

(97.41) (10.83) (0.76) (107.48) (13.31) (0.21) (5.06) (18.16) (89.30) (84.10)

Furniture & Fixtures 202.83 3.16 – 205.99 116.28 – 28.53 144.81 61.18 86.55

(192.74) (10.09) – (202.83) (105.91) – (10.36) (116.28) (86.55) (86.83)

Vehicles 294.10 – – 294.10 157.75 – 52.73 210.48 83.62 136.35

(308.85) – (14.75) (294.10) (139.75) (10.27) (28.28) (157.75) (136.35) (169.10)

Intangible Assets (Acquired)

Computer Software 298.00 22.86 – 320.86 232.01 – 45.04 277.05 43.81 66.01

(268.84) (29.16) – (298.00) (200.18) – (31.82) (232.01) (66.01) (68.66)

Technical Knowhow 267.18 27.57 – 294.75 78.99 – 30.30 109.29 185.46 188.19

(255.92) (11.26) – (267.18) (51.36) – (27.63) (78.99) (188.19) (204.56)

Total 24,911.98 4,185.90 55.64 29,042.24 11,524.41 45.94 1,261.66 12,740.12 16,302.12 13,387.57

(Previous Year) (23,034.54) (2,087.57) (210.13) (24,911.98) (10,724.17) (188.76) (989.00) (11,524.41) (13,387.57) (12,310.36)

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 March, 2015 As at March, 2014 R in Lacs R in Lacs

Plant & Machinery 174.26 328.32

Technical Knowhow 5.96 11.26

Total 180.22 339.58

ii) Interest capitalised for the year ended on: 31st March, 2015 31st March, 2014

R in Lacs R in Lacs

225.01 128.14

2) Depreciation for the year includes carrying amount of assets adjusted against retained earnings R 89.57 lacs (Refer Note 30)

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


(R in Lacs)

2014-15

60

31st March, 2015

in Lacs

31st March, 2014

R in Lacs

13 Non-Current InvestmentsNon-Trade

(Unquoted)

Investment in Equity Instrument of a Joint Venture Company

1,25,00,000 Equity Shares of R 10/-

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

1,250.00 1,250.00

14 Long-Term Loans and AdvancesUnsecured, Considered Good :

Capital Advances 11.80 1,177.79

Security Deposits 138.31 137.65

Loans to employees 0.14 1.26

Prepaid Expenses 3.12 4.01

MAT Credit Entitlement 394.54 298.29

Other loans & advances 176.73 103.65

Claim receivable

Considered doubtful 40.44 40.44

Less: Provision for doubtful claims (40.44) (40.44)

Income Tax (Net of provision) 348.55 351.02

1,073.19 2,073.67

15 InventoriesAt the lower of cost and net realisable value:

Raw Materials 1,664.12 855.25

Work-in-Progress 697.47 611.58

Finished Goods 2,120.48 1,478.68

Traded Goods 17.97 20.31

Stores & Spares 258.39 209.58

Loose Tools 3.60 3.33

4,762.03 3,178.73

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

Unsecured :

Considered Good 12.09 9.55

Considered Doubtful 102.92 102.75

Others :

Considered Good : 2,425.41 2,197.35

2,540.42 2,309.65

Less: Provision for doubtful receivables (102.92) (102.75)

2,437.50 2,206.90


2014-15

61

31st March, 2015

in Lacs

31st March, 2014

R in Lacs

17 Cash and Cash EquivalentsCash-on-Hand 1.71 1.48

Balance with Banks :

On Current accounts 9.18 11.67

In Fixed Deposits(Held for less than 12 months) 70.00 –

In unpaid dividend account 35.89 38.26

Other Bank Balances(Held as Margin for Letter of Credit & Guarantees)

94.22 65.05

211.00 116.4618 Short-Term Loans and Advances

Unsecured, considered goodLoans to employees 1.12 5.52Other Loans & Advances Receivable # 323.88 248.03Prepaid expenses 34.93 34.93Other advances 86.58 26.40

446.51 314.88

# Relates to various input credits availed and balances with Central Excise19 Other Current Assets

Interest Receivable (Banks and Others) 11.74 2.92Income receivable (Power generation) 3.32 10.88

15.06 13.8020 Revenue from Operations

Sale of Products (Note 35-A)Sale of Finished Goods 17,725.33 15,558.97Sale of Traded Goods 67.72 25.53

17,793.05 15,584.50Less : Excise Duty (Note 28) 1,645.97 1,630.43

16,147.08 13,954.07Other Operating Revenue 125.96 144.03Revenue from Operations (net) 16,273.04 14,098.10

21 Other IncomeInterest received

Banks 17.75 5.71

Others 11.86 16.54

29.61 22.25

Rent 30.68 47.13Foreign Exchange Gain – 0.79

60.29 70.17


2014-15

62


31st March, 2015

in Lacs

31st March, 2014

R in Lacs

22 (Increase)/Decrease in Inventories

Closing stock




2,835.92 2,110.57

Opening stock




2,110.57 2,805.86

(725.35) 695.29

23 Employee Benefit Expenses

Salary, Wages and Bonus 1,770.66 1,719.31

Contribution to Provident & Other Funds 136.37 103.58

Gratuity (Refer Note 31-E) (76.81) (95.92)

Staff Welfare Expenses 59.10 64.27

1,889.32 1,791.24

24 Finance Costs

Interest 514.41 369.18

Other borrowing costs 47.87 32.64

562.28 401.82

2014-15

63

31st March, 2015

in Lacs

31st March, 2014

R in Lacs

25 Other Expenses

Stores and Spares consumed (Note 35 - C) 1,125.56 893.29

Power and Fuel 696.72 558.18

Processing and Other Charges 489.66 469.15

Repairs:

Building 68.41 24.46

Machinery 110.38 82.62

Others 77.72 80.61

256.51 187.69

Rent 16.12 19.41

Rates and Taxes 34.76 34.67

Insurance 29.61 30.39

Communication Charges 30.46 24.38

Travelling Expenses 108.15 113.89

Legal & Professional Expenses 54.13 41.81

Remuneration to Auditors:

Audit fees 3.60 3.00

For Tax Audit 0.90 0.75

For Certification/Other Matters 1.43 1.35

For Expenses 0.01 0.01

5.94 5.11

Cost audit fees 0.53 0.53

License & Technical Assistance fees 53.02 48.42

Commission & Discount 538.72 456.56

Carriage Outward 274.08 202.08

CSR expenditure 25.00 –

Foreign Exchange Loss 27.49 –

Loss on Fixed Assets sold/scrapped (Net) 3.75 16.46

Provision for Doubtful Debts/Claims 1.01 23.46

Bad Debts/Claims written off 0.20 4.91

Directors' Fees 3.67 2.90

Excise Duty (Note 28) 107.02 (57.87)

Other Expenses 419.17 408.13

4,301.17 3,483.55


2014-15

64

2014-2015 in Lacs

2013-2014 R in Lacs

26 Contingent Liabilities not provided for:

a) Demands contested in appeal:

i) Excise Duty and Service tax 21.85 21.85

(ii) Income tax and Fringe Benefit Tax 95.96 97.54

(iii) Sales tax 1.98 16.11

b) Claims against the Company not acknowledged as debt (Including share of jointly con-trolled entity NSK-ABC Bearings Pvt. Ltd. R 4.96 Lacs previous year R6.35 Lacs) 41.38 39.95

27 Estimated amount of contracts remaining to be executed on capital account and not provided for 62.12 4449.13

28 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.

29 Exceptional item for the year ended 31.03.2014 pertains to excess provision written back for managerial remuneration.

30 The Companies Act, 2013 is applicable for accounting periods commencing from 1st April 2014. Accordingly the Company has realigned the remaining useful life of its fixed assets as prescribed under Schedule II of the Act. Consequently in case of assets having completed their useful life as prescribed by schedule II the carrying values as on 1-4-2014 amounting to Rs.59.95 lakhs (net of deferred tax Rs.29.62 lacs) has been adjusted to retained earnings. In case of other assets the carrying value (net of residual value) is being depreciated over the remaining useful life.

31 Employee benefits

1. Defined contribution plans

a. Provident Fund

b. Superannuation Fund

c. State defined contribution plan

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

2014-2015 in Lacs

2013-2014 R in Lacs

Employer’s Contribution to Provident Fund 119.07 82.02

Employer’s Contribution to Employees’ State Insurance 17.30 21.56

Included in Contribution to Provident Fund and other funds (Note 23) 136.37 103.58


2014-15

65

Notes to Financial Statements for the year ended 31st March, 20152014-2015

in Lacs2013-2014

R in Lacs

2. Defined Benefit Plans

Contribution to Gratuity Fund (Funded Scheme) In accordance with Accounting Standard 15 (Revised 2005). Arrived as per acturial 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, 2014 700.87 740.72

Interest Cost 63.78 59.50

Current Service Cost 36.90 33.82

Past Service cost – –

Benefits Paid (10.73) (12.34)

Acturial (gain)/loss on obligations (106.27) (120.83)

Present value of Obligation as at March 31, 2015 684.55 700.87

B) Changes in the Fair Value of Plan Assets

(For Funded Scheme)

Present value of Plan Assets as at April 1, 2014 796.79 684.16

Expected Return on Plan Assets 71.71 63.56

Actuarial Gains/(Losses) (0.49) 4.85

Net Contributions by Employer – 56.56

Benefits Paid (10.73) (12.34)

Fair Value of plan Assets as at March 31, 2015 857.28 796.79

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

Present Value of funded Obligation as at March 31, 2015 684.55 700.87

Present Value of Plan Assets as at the end of the year 857.28 796.79

Unfunded Liability/(Net Asset) Recognised in Balance Sheet (172.73) (95.92)

D) Amount recognised in the Balance Sheet

Liability/(Asset) recognised in the Balance Sheet

[included in Long Term Loans & Advance (Note 14)](172.73) (95.92)

E) Expenses recognised in the Statement of Profit and Loss

Current Service Cost 36.90 33.82

Interest Cost 63.78 59.50

Expected Return on Plan Assets (71.71) (63.56)

Settlement Cost/(Credit) – –

Past Service Cost – –

Net acturial (gain)/loss recognised in the period (105.78) (125.68)

Total (gain)/expenses recognised in the Statement of Profit and Loss (Note 23) (76.81) (95.92)

2014-15

66

F) Principal Actuarial Assumptions used

Report as at 31.03.2015 31.03.2014

Discount Rates 7.80% 9.10%

Expected rate of Return 9.00% 9.00%

Expected salary increases 6.00% 6.00%

Mortality Assumption Indian 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 31.03.2015 31.03.2014

Defined Benefit Obligation 684.56 700.87

Plan Assets 857.29 796.79

Surplus/(Deficit) 172.73 95.92

Experience Adjustments on Plan Liabilities (167.33) (65.83)

Acturial Loss/(Gain) due to change in assumptions 61.06 55.00

Experience Adjustments on Plan Assets 0.49 (4.85)

H) Expected Employer’s contribution in next year 42.44 0.00

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

Report as at 31.03.2015 31.03.2014

Government of India Securities 27% 30%

High quality Corporate Bonds 44% 44%

Bank Balance and Fixed Deposits 29% 26%

Total 100% 100%

32 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.


2014-15

67

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

A Related Parties :

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., Essex Properties Pvt. Ltd. and NSK - ABC Bearings Pvt Limited(Joint Venture Company)

Key Management Personnel: S. M. Patel, P. M. Patel and T. M. Patel.

Relatives of Key Management Personnel: Meena Patel, Simki Patel and S. Patel.

B Related Party Transactions :

2014-2015 in Lacs

2013-2014 R in Lacs

Fixed Deposit Interest Meena Patel 17.30 16.50

Simki Patel 12.45 11.87

S. M. Patel H.U.F 19.48 18.57

S. S. Patel H.U.F 5.09 4.82

Remuneration Executive Directors

P. M. Patel 134.67 138.32

T. M. Patel 134.89 132.00

S. M. Patel 134.82 138.35

C Outstanding Balances as at 31.03.2015

Key Management Personel & Relatives

Deposits

Meena Patel – 124.74

Simki Patel – 89.78

S. M. Patel H.U.F – 140.45

S.S. Patel H.U.F – 36.86

34 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 2014-2015 1,471.59 2,112.84

2013-2014 1,852.69 1,471.59

Components 2014-2015 7.09 7.64

2013-2014 36.64 7.09


2014-15

68

35 (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 Bearings2014-2015

2013-2014

17,650.61

15,467.60

Components2014-2015

2013-2014

74.72

91.37

Traded Goods2014-2015

2013-2014

67.72

25.53

Total2014-2015

2013-2014

17,793.05

15,584.50

2014-2015 in Lacs

2013-2014 R in Lacs

(B) Raw Materials and Components consumed :

(i) Steel 3,248.09 2,400.08

(ii) Rolled/Forged Rings 3,077.78 1,839.87

(iii) Bought-out Components(Rollers & Cages)

2,280.85 2,208.80

8,606.72 6,448.75

% of total consumption

(C) Percentage of Consumption : 2014-2015 2013-2014

(i) Raw Materials and Components:

Imported (at landed cost) 13.07 0.63 1,124.72 40.56

Indigenous 86.93 99.37 7,482.00 6,408.19

100.00 100.00 8,606.72 6,448.75

(ii) Stores and Spares :

Imported (at landed cost) 1.92 1.15 21.64 10.31

Indigenous 98.08 98.85 1103.92 882.98

100.00 100.00 1125.56 893.29


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69

36 CIF Value of Imports: 2014-2015 in Lacs

2013-2014 R in Lacs

Raw Materials 176.06 21.03

Stores and Spares 41.88 6.17

Capital Goods 2,613.73 746.39

37 Earnings in Foreign Exchange :

F.O.B. Value of Exports 292.73 361.95

38 Expenditure in Foreign Currency: (on accrual basis)

Interest and Finance charges 26.68 32.87

Travelling Expenses 10.87 5.49

Technical service/assistance fees 52.53 47.79

Others 2.97 0.87

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

Number of shareholders 1 1 Number of shares held 2843000 2843000

Amount remitted 56.86 71.07

Year to which dividend relates 2013-2014 2012-2013

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






2014-15

70

GROSS BLOCK & NET BLOCK

TOTAL INCOME AND CAPITAL EMPLOYEDr in lacs

RESERVES AND SHARE CAPITALr in lacs

TOTAL INCOMEr in lacs

r in lacs

3000028000

16981.42

3000028000

16981.42

3000028000

16981.42

3000028000

16981.42

2014-15

71

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-FOURTH ANNUAL GENERAL MEETING of the Company held on Tuesday, the 11th August, 2015 at 4.30 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: [email protected]

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: [email protected], Website: www.abcbearings.com

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 54th Annual General Meeting of the Company, to be held on Tuesday, 11th August, 2015 at 4.30 p.m. at the Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018 and at any adjourn-ment thereof in respect of such resolutions as are indicated overleaf:

P.T.O

2014-15

72

Reso-lution No.

Resolution Optional*

Ordinary Business: For Against1. Adoption of Audited Financial Statements for the year ended March 31, 2015.2. Approval of dividend of R 2/- per equity share for 2014-2015 .3. Re-appointment of Mr. P. M Patel, who retires by rotation.

4. Re-appointment of Mr. T. M Patel, who retires by rotation.

5. Ratification of appointment of M/s. Parikh & Shah as Auditors.

6. Appointment of Mr. Nalin M. Shah as an Independent Director for a period of five consecutive years for a term upto 31st March, 2020.

7. Appointment of Ms. Jolly P. Abraham as an Independent Director for a period of five consecutive years for a term upto 31st March, 2020.

8. Appointment of Mr. T. M. Patel as Executive Director for a period of three consecutive years from 1st April, 2015.9. Ratification of remuneration payable to M/s. B.J.D Nanabhoy & Co., Cost Auditors for the year ending 31st March, 2016.10. Adoption of new set of Articles of Association.

Note: Notwithstanding the above, the proxies can vote on such other items which may be tabled at the meeting by the members present.

Signed this ___________ day of __________ 2015

Signature of shareholder _____________________

Signature of Proxy holder(s) __________________Notes:1. 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.2. A Proxy need not be a member of the Company.3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share

capital of the Company carrying voting rights. A Member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 54th Annual General Meeting.*5. It is optional to put ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank

against any or all Resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.6. Please complete all details of member(s) in above before submission.

Pleaseaffix r1/-RevenueStamp

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)[email protected]


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abc bearings ltd (iwd1)(290715) · 2015. 8. 4. · e-mail: [email protected] registrars &...

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