To,
The Members,
NRB Industrial Bearings Limited,
Mumbai - 400 001
The Directors submit this 12th Annual Report of NRB Industrial Bearings Limited (the
"Company" or "NIBL") along with the Audited Financial Statements for
the Financial Year (FY) ended March 31, 2023. Consolidated performance of the Company and
its Associates has been referred to wherever required.
1. Financial Overview:
a. A summary of the Companys Financial Performance during the Financial Year:
(Rs. In Lakhs)
| Particulars |
For the Financial Year ended March 31,2023 |
For the Financial Year ended March 31,2022 |
| Revenue from Operations |
8072.74 |
6944.31 |
| EBITA |
551.37 |
695.07 |
| Tax Expenses |
- |
- |
| Profit/(Loss) after Tax |
(1312.19) |
(982.31) |
| Other Comprehensive Income |
30.99 |
17.07 |
| Total Comprehensive Income |
(1343.18) |
(999.38) |
| Earnings Per Share |
(5.42) |
(4.05) |
This report of the Board of Directors along with its Annexures, Management Discussion
and Analysis Report, Corporate Governance Report, Financial Statements along with their
Notes are prepared for the period from April 1, 2022 to March 31, 2023 (hereinafter
referred as "financial year").
b. Transfer to Reserves:
During the year under review, no amount has been transferred to reserves.
c. Dividend:
Your Directors do not recommend any dividend for the year under review.
d. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Not Applicable as Company has not declared any dividend in past neither during the
year.
e. Public Deposits:
Your Company has not accepted or renewed any deposits under Chapter V of the Companies
Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during the Financial
Year 2022-2023.
f. Loan from Directors
During the Financial Year 2022-23, the Company has not accepted loans from the
directors of the Company for which the Company has received the declaration that the said
loan is not from the borrowed funds.
g. Disclosure of orders passed by Regulators or Courts or Tribunal:
There were no significant and material orders passed by any Regulators or Courts or
Tribunals during the financial year ended March 31, 2023, impacting the going concern
status and Companys operations in future.
h. Material changes and commitment if any affecting the financial position of the
Company:
There has been no material change/commitment affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this Report.
2. Operational Overview:
FY 2022-23 began on a positive note with increased demand and volume. OEM customers
demonstrated well-planned production activities, while aftermarket requirements started
slowly but gradually picked up. Overall, the business environment was stable, with
positive demand in the industrial market. Market demand started increasing in Q2, and
requirements stabilised with strong forecasts. Despite the demanding times, your company
achieved growth and maintained business continuity.
NRB Industrial Bearings Limited boasts a world-class manufacturing facility and a fully
equipped Research and Development center dedicated to meeting customer expectations and
addressing new demands. The R&D Centre focuses on upgrading existing products to
fulfil customer performance expectations and also works on new developments.
A comprehensive Go-to-Market strategy has been prepared by your company, with a focus
on expanding into new segments and increasing business share. Robust action plans are
being implemented to reach customers and provide cost-effective engineering and bearing
solutions. Expansion of the distribution network and the addition of new OEM customers,
along with an expanded product portfolio, are key objectives.
The export business strategy primarily focuses on application-specific and
area-specific strategies to expand international business and product offerings through
new product developments.
Our growth strategy is driven by the OEM segment, which includes textiles, material
handling, agriculture, industrial electrical, vibratory motors, and industrial
transmission. This segment enables us to showcase our solution offerings. The distribution
network is being expanded to serve customers in all locations within the industrial
market, with a specific focus on segments such as agriculture, jute, textiles, metal,
cement, and mining. Ensuring the availability of our products through channel partners for
the maintenance and repair needs of industrial customers is another priority.
The approach of "Positive attitude and Knowledge sharing" has been emphasised
since the previous year. This approach has helped establish NRB Industrial Bearings
Limited as a Complete Solution Provider. The company has improved brand acceptability
through value addition and expanded reach.
Market dynamics play a critical role in demand fluctuations, and your company is
evaluating the gradually evolving dynamics of the market to align its growth strategy
accordingly. Overall, NRB Industrial Bearings Limited is focused on leveraging its
strengths, expanding its product portfolio, strengthening customer relationships, and
adapting to market dynamics to drive growth and maintain its position as a leading player
in the industrial bearings market.
a) Financial Results:
Your Companys turnover stood at Rs. 8072.74 for the financial year ended March 31,2023
as against Rs.6944.31 lakhs in the previous year. Company registered rise in growth of
13.97% over previous year.
Export turnover of your Company for the financial year 2023 was Rs. 2454 lakhs as
against previous year Rs. 2162.63 lakhs.
b) State of Companys Affairs and Business Review:
The details of the Companys affairs including its operations are more specifically
given in the Management Discussion and Analysis Report, which forms part of this Annual
Report.
c) Change in the nature of business:
The Company manufactures bearings for industrial applications. There has been no change
in the main nature of business activities of the Company during the financial year under
review.
d) Change in Share Capital:
• Increase in the Authorized Share Capital:
During the financial year, vide postal ballot notice dated 9th February, 2023 the
authorized share capital of the Company has been increased from Rs. 85,00,00,000/- (Rupees
Eighty-Five Crores only) divided into 2.50.00. 000 equity shares of Rs. 2/- each and 8.00.
00.000 preference shares of 10/- each to Rs. 99,00,00,000/- (Rupees Ninety-Nine Crore
only) divided into 2,50,00,000 equity share of Rs. 2/- each and 9,40,00,000 preference
shares of Rs. 10/- each
• Issue and Allotment of Preference shares to Mr. Devesh Singh Sahney (DIN:
00003956), Chairman and Managing Director of the Company:
During the year, the Company allotted 65.00. 000 Cumulative Redeemable Non-Convertible
Preference shares of a face value of Rs. 10/- each for an amount aggregating to Rs.
6,50,00,000/- (Rupees Six Crores Fifty Lakh only) to Mr. Devesh Singh Sahney (DIN:
00003956) Chairman and Managing Director on 31st March, 2023
Further, the Company approved the allotment of 75,00,000 Cumulative Redeemable
Non-Convertible Preference shares of a face value of Rs. 10/- each for an amount
aggregating to Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakh only) to Mr. Devesh Singh
Sahney (DIN: 00003956) Chairman and Managing Director on 25th May, 2023
Details of Increase in increase in the Authorized Share Capital and Issue and Allotment
of Preference shares are stated in the notes to accounts of Financial Statements, forming
part of this Annual Report.
During the financial year other than aforesaid, the Company has neither issued any
shares nor has granted stock options or sweat equity
3. Directors and Key Managerial personnel:
The year under review saw the following changes in the Composition of Board of
Directors (Board).
Re-appoi ntments:
a) In accordance with the provisions Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Aarti Devesh Sahney (DIN: 08579914) is liable
to retire by rotation at the ensuing Annual General Meeting and being eligible, offers
herself for reappointment.
Cessation:
b) During the period, there was resignation of Mr. Nikhilesh Panchal (DIN: 00041080) as
Independent Director of the company which company received on 31 March, 2023. The Company
has placed on record their sincere appreciation of the contribution made by Mr. Nikhilesh
Panchal during his tenure on the Board of the Company.
c) Pursuant to Section 203 of Companies Act 2013, the Key managerial personnels (KMPs)
of the Company are:
• Mr. Devesh Singh Sahney, Chairman and Managing Director
• Mrs. Gulestan Kolah, Chief Financial Officer
• Mrs. Vandana Yadav, Company Secretary and Compliance Officer
d) All the Independent Directors have furnished declaration in accordance with the
provisions of Section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of
independence as provided under Section 149 (6) read with Regulation 16 (1) (b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. Familiarization Program for Independent Directors:
As required by the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013,
the Board has framed a Familiarization Program for the Independent Directors of the
Company in order to update them with the nature of industry in which the Company operates
and business model of the Company in order to familiarize them with their roles, rights,
responsibilities, etc. The details of the above mentioned Familiarization Program is
uploaded on the website of the Company www.nrbindustrialbearings.com.
Each newly appointed Independent Director is taken through a formal induction program
including the presentation from the Managing Director and Chief financial officer of
Companys Manufacturing, Marketing, Finance and other important aspects and structures of
the Company and its functioning.
5. Board Evaluation:
As per requirement of section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4)
of Companies (Accounts) Rules, 2014 and other applicable rules and regulations, the Board
has a formal mechanism for evaluating its performance annually based on the criteria laid
down by Nomination and Remuneration Committee which included attendance, contribution at
the meetings and otherwise, independent judgment, safeguarding of minority shareholders
interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory
compliance, risk assessment and review of Internal Control Systems etc.
The Board carried out annual performance evaluation of the Board of Directors, its
Committees and Individual Directors. The performance of the Board was shared with Board
members and suggestions were evaluated in detail. Further the reports on performance
evaluation of the Individual Directors were reviewed by the Chairman of the Board and
based on the evaluation necessary changes in processes and policies were suggested for
having an effective Board.
6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in
‘Annexure I to this Report.
7. Business Risk Management:
The Company has formulated and implemented a Risk Management policy in accordance with
the provisions of the Companies Act, 2013, in order to address the business risks
associated with the Company. Further the Company has adopted the risk management system at
various levels, which inter alia covers business risk, statutory compliances and
environmental risk.
The Risk Management system is continuously reviewed at appropriate level and corrective
measures were taken wherever required. The Company has taken adequate insurance policies
to mitigate different kinds of risk. The Company periodically reviews the risk management
practices and actions deployed by the management with respect to the identification,
impact assessment, monitoring, mitigation and reporting of key risks while trying to
achieve its business objectives.
8. Corporate Social Responsibility (CSR):
The provisions of the Section 135 read with Schedule VII of Companies Act, 2013 are not
applicable to the Company and hence the Company has neither developed any CSR Policy and
nor implemented any CSR activities during the year.
9. Particulars of Loans, Guarantees or Investments:
Details of loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013 are stated in the notes to accounts of Financial Statements, forming part of
this Annual Report.
10. Related Party Transactions (RPTs):
The contracts or arrangements with related parties, which fall under the scope of
Section 134 (3)(h) and section 188 (1) of the Companies Act, 2013 read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in ‘Annexure II in Form AOC -2 and
the same forms part of this Annual Report.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions. Further, the details of the transactions with Related Party are provided
in the Companys financial statements in accordance with the Accounting Standards.
The policy on RPTs is hosted on the Companys website at www.nrbindustrialbearings.com.
11. Performance of Joint Ventures / Associate Companies:
As on March 31, 2023, the Company has two Associate Companies viz. NRB-IBC Bearings
Private Limited and NIBL-Korta Engineering Private Limited.
NRB-IBC Bearings Private Limited (NIBC): The Company holds 35% equity of NIBC, which is
a joint venture with IBC Industrial Bearings and Components AG, Switzerland.
During the FY 2022-23 sales turnover of the Company was 1932.46 lacs as compared to
previous FYs turnover of Rs. 1319.48 lacs. Domestic Sales Turnover increased from 831.90
Lacs to Rs 1064.03 lacs. Domestic market grew healthy. Export Sales Turnover increased to
868.43 lacs from Rs. 487.58 lacs. New customers were added in this financial year which
would help the company with favorable results in coming years.
NIBL-Korta Engineering Private Limited (Korta Engineering): The Company holds 35%
equity of Korta Engineering, which was part of Korta group, Spain.
During the FY 2022-2023 the Sales Turnover of the Company was 936.04 lacs as compared
to previous FYs turnover of Rs. 595.02 lacs. Domestic Sales Turnover increased from 587.82
lacs to Rs. 932.54 lacs. The Export Sales Turnover decreased from 07.20 lacs to Rs.3.50
lacs. New customers were added in this financial year which would help the company with
favorable results in coming years.
12. Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors and the practicing company secretary in their reports and
managements reply for the same:
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report on the Financial Statements of the Company for year ended March
31, 2023. The notes to the accounts are self-explanatory to comments/observations made by
the Auditors in their report and do not require further explanation.
There are no qualifications, reservations or adverse remarks in the Secretarial Audit
Report of the Company during the period of review.
13. Remuneration Policy:
In compliance with Section 178(3) of the Companies Act, 2013 and on the recommendation
of Nomination and Remuneration Committee, the Board framed a Nomination and Remuneration
policy, which is generally in line with the existing industry practice and applicable
laws. The main object of the said policy is to select and appoint Directors, Key
Managerial Personnel and Senior Management and to ensure that the level and composition of
remuneration is reasonable and sufficient to attract, motivate and retain the talent
within the organization. Details of remuneration paid to Directors and KMPs forms part of
Corporate Governance Report which is annexed to this Annual Report.
The Nomination and Remuneration Policy is available on Companys website at www.nrbindustrialbearings.com.
14. Meetings of the Board
4 meetings of the Board of Directors were held during the financial year 2022-23 and
the gap between two consecutive board meetings was within the limits prescribed under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of the number of meetings held and attended by each
Director are provided in the Corporate Governance Report, which forms part of this Annual
Report.
15. Disclosure of composition of Audit committee and Vigil mechanism:
In accordance with Section 177 of the Companies Act, 2013, the Company have constituted
the Audit Committee. The Company Secretary acts as the secretary to the committee. The
Audit Committee acts as a link between the statutory auditors, internal auditors and the
Board of Directors. During the year under review, there was resignation of Mr. Nikhilesh
Panchal (DIN: 00041080) as Independent Director of the company on 31st March,
2023. The Audit Committee consists of three Directors Mr. Ashish chhugani, as the
Chairman, Mr. Devesh Sahney, and Mr. Samrat Zaveri as the members of the Committee.
The details of all the Committees of the Board along with their terms of reference,
composition and meetings held during the year, are provided in the Report on Corporate
Governance which forms part of this Annual Report.
The Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and
employees to report genuine concerns about unethical behavior, actual or suspected fraud
or violation of the Companys Code of Conduct and to provide for adequate safeguards
against victimization of persons who may use such mechanism. The said policy is hosted on
the website of the Company www.nrbindustrialbearings.com.
The mechanism provides for addressing the complaints to Audit Committee and direct
access to the Chairperson of the Audit Committee in exceptional circumstances.
16. Credit Rating of Securities:
The Company has obtained following credit ratings for availing various bank facilities:
1) Long term Bank Facilities- Cash Credit is CARE BB+ Stable and
2) Long term Bank Facilities- Working Capital Loan is CARE BB+ Stable.
17. Internal Control System and their adequacy:
The Company has an internal control system commensurate with the size, scale and
complexity of its operations and well-documented procedures for various processes which
are periodically reviewed for changes warranted due to business needs. Internal Audit is
conducted at regular time interval in the Company. The scope and authority of the Internal
Audit is defined by Audit committee. This system of internal control facilitates effective
compliance of Section 138 of the Act and the Listing Regulations.
To maintain its objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates
the efficiency and adequacy of the internal control system with reference to the Financial
Statement. Audit committee evaluates the efficiency and adequacy of internal control
systems in the Company, its compliance with operating systems, accounting procedures and
policies. Based on the report of internal auditor, process owners undertake corrective
actions in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee. During
the year under review, no reportable material weakness in the operation was observed.
Regular audit and review processes ensure that such systems are reinforced on an ongoing
basis.
18. Auditors:
a) Statutory Auditors
M/s Deloitte Haskins & Sells, who are the statutory auditors of your Company, hold
office until the conclusion of this years AGM. The Board has recommended appointment of S
R B C & CO. LLP (SRBC), Chartered Accountants, as statutory auditors of the Company in
place of M/s Deloitte Haskins & Sells, the existing auditors of the Company, for a
period of 5 years from the conclusion of this 12th Annual General Meeting (AGM) to be held
in 2023 till the conclusion of the 17th AGM to be held in 2028. In this connection, the
attention of the Members is invited for approval of Item No. 3 of the Notice, for
appointment of Statutory Auditors.
The Auditors Report on the Standalone and Consolidated Financial Statement of the
Company for the Financial Year 2022-23, does not contain any qualification, reservation or
adverse remark.
The Directors of your Company confirm that no instances of frauds or mis-management
were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.
b) Secretarial Auditor:
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. AJS & Associates, Practicing Company Secretary to undertake the
Secretarial Audit of the Company for the financial year 2022-23. The report on Secretarial
Audit is annexed as ‘Annexure IV to this Report. The Secretarial Audit Report does
not contain any qualification, reservations or adverse remarks.
19. Maintenance of Cost Records
The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining
to the maintenance of cost records are applicable to the Company and accordingly such
accounts and records are made and maintained by the Company.
20. Secretarial Standards
The Company has complied with the applicable Secretarial Standards during the Financial
Year 2022-23.
21. Particulars of employees:
The statement under Section 134(3) (q) and Section 197 (12) of Companies Act, 2013 read
with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report as Annexure ‘V.
22. Prevention of Sexual Harassment of women at workplace:
The Company is committed to provide healthy environment to all employees and thus, does
not tolerate any discrimination or harassment in any form.
In line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted the
Anti-Harassment and Grievance Redressal Policy. The Company has Internal Complaints
Committee (ICC) at Group level to redress the complaints of sexual harassment. During the
year, Company has not received any complaint of sexual harassment.
23. Listing with Stock Exchange
The Equity Shares of the Company are continuing to be listed on the BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE"). The
Company has paid Annual Listing Fees for the Financial Year 2022-23 to both the Stock
Exchanges well within the specified time.
24. Extract of Annual Return:
The extract of Annual Return of the Company as on March 31, 2023 is available on the
Companys website and can be accessed at www.nrbindustrialbearings.com.
25. Corporate Governance Report:
As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Regulations), based on the paid up equity share capital and net
worth of the Company, the corporate governance provisions mentioned in SEBI Regulations
are not applicable to the Company. However, the Company for stakeholders information and
as a good secretarial practice is providing certain information on voluntary basis in
Corporate Governance report which forms an integral part of this report.
26. Corporate Governance details as required under Schedule V of the Companies Act,
2013
The disclosures to be mentioned in pursuance of Section II of Part II of Schedule V of
the Act have been mentioned in the Corporate Governance Report.
27. Management Discussion and Analysis:
The Management Discussion and Analysis Report, as required by Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, are already dealt
with in various sections of this Report.
The Management Discussion and Analysis Report is separately annexed and forms part of
this report.
28. Annexures forming part of this Annual Report:
| Annexure No. |
Particulars |
| I |
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo |
| II |
Form no. AOC-2 -Related party transactions |
| III |
Form no. AOC-1 - Joint Ventures/ Associate company details |
| V |
Secretarial Audit Report for the period under Review |
| V |
Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies
Act, 2013. |
29. Cautionary Statement:
Statements in this Report, Management Discussion and Analysis, Corporate Governance,
Notice to the Shareholders or elsewhere in this Annual Report, describing the Companys
objectives, projections, estimates and expectations may constitute forward looking
statement within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement depending on the
market conditions and circumstances.
The Company assumes no responsibility in respect of the forward looking statements,
which may undergo changes in future on the basis of subsequent developments, information
or events.
30. Directors Responsibility Statement:
Your Directors wish to inform Members that the Audited Accounts containing Financial
Statements for the Financial Year 2022-23 are in conformity with the requirements of the
Companies Act, 2013. Your Companys financial statements reflect fairly, the form and
substance of transactions carried out during the year and reasonably present the financial
condition and results of operations.
In terms of provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors
further hereby confirms as under:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
f) Internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external
consultants, including audit of internal financial controls over financial reporting by
the statutory auditors, and the reviews performed by management and the relevant board
committees, including the audit committee, the Board is of the opinion that the Companys
internal financial controls were adequate and effective during FY 2022-23.
g) Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Companys policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information;
h) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
31. Appreciation:
Your Directors wish to place on records their sincere appreciation to all the Employees
of the Company for the efforts, efficient work management, loyal services, commitment and
dedication that developed the culture of professionalism. Your Directors also thank and
express gratitude to the Companys Customers,
Vendors and Institutions. Your Directors also wish to express deep sense of gratitude
to all our Bankers, Central and State Governments and their departments and the local
authorities for the continued support.
Your Directors register their since appreciation to the Shareholders of the Company for
unstinted support and confidence reposed in the management of the Company.
On behalf of the Board For NRB Industrial Bearings Limited
Devesh Singh Sahney
Chairman and Managing Director
DIN :0000395
Place: Mumbai
Date : 25th May, 2023
+91-9892691696
