snl bearings ltd share price Directors report


The Members SNL Bearings Limited

Your Directors have pleasure in presenting their Forty-Third Annual Report together with Audited Financial Statements for the year ended March 31, 2023.

1. Financial Results


Year ended March 31, 2023 Year ended March 31, 2022
(Rs. in Lakhs) (Rs. in Lakhs)
Revenue from operations (Net) 4,787 4,351
Profit before tax 1,113 1,176
Provision for taxation:
Current tax (net) 266 275
Deferred tax 18 18
Tax pertaining to earlier years 11 -
Profit after taxation 818 883
Add: Balance brought forward 3,471 2,740
Add: Other Comprehensive Income for the year (11) 11
4,278 3,634
Dividend 235 163
Profit & Loss Account 4,043 3,471

2. Dividend

Based on the Companys performance, your Board of Directors are pleased to recommend a final dividend of Rs. 6.50/- per equity share (i.e. 65.00%) of face value of Rs. 10/- each involving an outgo of Rs. 235 lakhs for the FY 2022-23, subject to approval of the Members at the ensuing Annual General Meeting.

Your Directors have proposed not to transfer any sums to the General Reserve.

3. State of Companys Affairs, Operations & Future Outlook

Demand in the Indian automotive market in FY23 continued the growth trajectory from the previous year. The light vehicles segment recorded highest production levels since 2018 with many successful new model launches. The two wheelers and tractors segments were sluggish as rural incomes have not fully recovered post pandemic. On the raw material side, prices remained elevated during the year. Process re-engineering, automation and digitization with a view to improve operations went on as planned.

Further, as we exit FY 22-23, we are better placed than we were at the start clocking full year revenues of Rs. 4787 lakhs in FY 22-23, growing 10% over the previous year though profits after tax have decreased by 7% to Rs. 818 lakhs (previous year Rs. 883 lakhs) mainly because of increase in cost of material.

Future Outlook

Recovery in global growth will largely be a function of how countries contain the pandemic and bounce back from its negative impact. Access to medical interventions, effectiveness of monetary policy support, exposure to cross-country business are important to drive the recovery.

FY 2024 is likely to be a better year with several economic indicators such as power demand, rail freight, e-way bills, GST collection, steel consumption, among others trending positively and could lead economic recovery. Favorable Government policies to support the Indian manufacturing industry and the emphasis on spending for building infrastructure for roads and mass rail transportation, vehicle scrappage policy and forecasts of a normal monsoon which will aid rural income are all expected to aid demand for new vehicles. Continuous innovations and new launches, by way of hybrid fuel efficient vehicles will further propel demand and allow the industry time to adjust their production facilities to meet the new requirements for the introduction of Electric vehicles, which are expected to constitute a reasonable proportion of vehicle production between 2025 and 2030.

4. Finance

Rating of your Company has been reaffirmed as CRISIL A1 for the short-term bank facilities and CRISIL A Stable for the Companys long-term facilities as on March 8, 2023. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are continuously monitored.

a. Public Deposits

During the year, the Company has not accepted any deposits from the public/ Members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2023, there are no fixed deposits with the Company.

b. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not advanced any loans, given guarantees, only certain investments of temporary surplus funds in the units of Mutual Funds and Fixed Deposits of NBFCs have been made with the Boards approval.

During the year under review the Company has not provided any loans or advances to firms/ Companies in which Directors are interested.

5. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 and the Articles of Association of the Company, Mr. Satish Rangani (DIN: 00209069) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

During the year under review, Mr. Claude Alex DGama Rose (DIN: 01494440) was re-appointed as a Director in the category of Independent Director for a second term of 5 (five) years w.e.f. May 17, 2023 by the Board of Directors at their meeting held on May 24, 2022 which was regularized by the Members at the AGM held on September 6, 2022.

Further, Mr. Vivek Sahai (DIN: 01717502) ceased to be Director of the Company w.e.f. November 7, 2022 due to completion of his term of 5 (five) years and Ms. Reshmi Panicker was appointed as a Director in the category of Independent Director for a term of 5 (five) years w.e.f. February 9, 2023 by the Board of Directors at their meeting held on February 9, 2023 which was regularized by the Members by passing special resolution through postal ballot on April 13, 2023.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not debarred or disqualified from being appointed as Director of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The composition of the Board duly meets the criteria stipulated in Section 152 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR/Listing Regulation").

Key Managerial Personnel

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

Mr. Krishna Kant Prasad Sinha

- Chief Executive Officer

Mr. Ram Narayan Sahu

- Chief Financial Officer

Mr. Harshal Anant Patil

- Company Secretary and Compliance Officer

Board evaluation

For FY 2022-23, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed. The Independent Directors have met separately on March 24, 2023, and they have conveyed to the Chairperson of the Board, their satisfaction with the working of the Board.

Familiarization Programme for Independent Directors

In order to familiarize the Independent Directors with the business, the Company makes a presentation covering nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board, by the Companys senior management in areas of operations, industry and regulatory trends, competition and future outlook. The familiarization programme is posted on the website of the Company at

Remuneration policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior management and to fix their remuneration. As part of its policy the Company strives to ensure that the remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The remuneration policy is posted on the Companys website at

Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate Governance Report attached to this Report.


During the year, 4 (four) Board meetings were convened and held (details in Corporate Governance Report). The date for the next meeting is fixed in advance at the previous meeting for both Board and Committee meetings.

6. Subsidiary, Associate and Joint Venture Companies

As of March 31, 2023, the Company does not have any Subsidiary, Associate and Joint Venture Companies.

7. Business Risk Management

The Company has in place an enterprise risk management framework to identify risks and minimize their adverse impact on business and strives to create transparency which in turn enhances the Companys competitive advantage. The Company has broad based its customer base and brought down the high share of sales to the holding Company and is working towards progressively reducing this share. The risk to operations arising from the expiry of leases in respect of certain portions of the Companys factory land and buildings as the Lessor is under liquidation proceedings by the Official Liquidator in the Delhi High Court, still continues as the High Court order could affect operations. As part of its action plan for risk mitigation, the Company has been successfully impleaded in the proceedings and has filed its application seeking certain reliefs. The Company is hopeful that there will be a favorable outcome to its offer to renew the leases for reasonable terms and at favorable rates.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules 2014 are given as below:

a. Measures taken for conservation of energy

During the year, the Company has taken few energy savings actions as below:

1. Replaced eight numbers of 500W Halogen street lamps with 50W LED Lamp. This has resulted in energy saving 36 KWH per day and thus saving of Rs. 90,000 per year.

2. 3 nos of 2HP pump used for circulating water for cooling purpose on machines replaced with 0.5 HP pump. This has resulted in energy saving of 54 KWH per day and thus saving of Rs. 1.35 Lakhs per annum.

b. Technology absorption

With the objective of improving productivity as well as quality, during the year the Company has continued its efforts on improvements in process parameters and reduction in cycle times. Improvements made on machines and many new products have been developed for prestigious export and domestic customers. The Company has developed combined bearing for export and sales cages from welded route. Upgradation of technology is a key focus area and the Company has initiated necessary mapping of its machines with this objective and management is taking all efforts towards developing low cost technological solutions.

c. Foreign exchange earnings & outgo for the year ended March 31, 2023

Foreign Exchange Earnings

: Export of goods

- Rs. 106 Lakhs

Foreign Exchange Outgo

: Raw materials & Components

- Rs. 646 Lakhs

9. Industrial Relations / Vigil Mechanism and Whistle Blower Policy

During the year, the Company maintained cordial relations with the workmens unions. Regular training programs are conducted for imparting understanding of bearing and engineering principles, modern manufacturing practices and in attitudinal and behavioral aspects.

The Company has formulated and implemented the Whistle Blower Policy/ Vigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Chairperson of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy is available on the Companys website viz.

Your Company hereby affirms that no complaints were received during the year.

10. Safety, Health & Environment

The Company is committed for establishing and maintaining safe working environment that promotes good health and high performance of the employees and simultaneously takes measures to protect the environment. We also ensure that safety behavior is well demonstrated by our employees while working on the shop floor by using personal protective equipments as required.

The Companys plant at Ranchi has been awarded internationally recognized external certification viz. ISO14001:2015 (for adherence to environmental processes), ISO 45001: 2018 (for Health & Safety) and IATF:16949:2015 (quality management system).

Work force is trained at regular intervals in preventive aspects of safety and prevention of work related accidents, by insisting upon usage of prescribed Personal Protection Equipments (PPEs) and regular sanitization of the workplace. Besides creating general awareness among employees towards environmental protection, the management encourages initiatives which are targeted towards conserving natural resources and improvements in resource efficiency across all processes.

11. Corporate Social Responsibility

In line with the activities specified in schedule VII relating to the provisions of sections 135 of the Companies Act, 2013, your Company has been focusing on:

• Promotion of education (particularly for the underprivileged children and girl child)

• Employment enhancing vocational skills

• Promoting social business projects

• Contribution to funds set up by Central/ State Governments for social economic development and relief.

During the year under review, an aggregate amount of Rs. 15.50 Lakhs have been contributed to various organizations doing commendable work for the cause of promoting education and social business projects for the under privileged sections of society viz;

i. Sankalp (A pledge to change) - Running schools providing education to the poor sections of society in slums in and around Jamshedpur, Dhanbad and other backward areas of Jharkhand.

ii. Ugam Foundation - Runs the Kasturba Gandhi Balika Vidyalaya (KGBV) scheme which was launched by the Government of India in August 2004 for setting up residential schools at upper primary level for girls belonging predominantly to the SC, ST, OBC and minorities in difficult areas. Over the next three years, they expected to cover 10KGBV, 150 teachers and 3900 girls students. At the Companys request, the Foundation has successfully completed signing of the work order with the district education department and started conducting programmes at KGBV, Mandar located in Ranchi, close to the SNL Plant.

iii. Indian Cancer Society - Indian Cancer Society is committed in extending holistic knowledge, treatment and rehabilitation through its "Rise Against Cancer" movement. Their activities encompass the entire continuum of Cancer Care - cancer awareness, screening for early detection, financial help for treatment, support groups, rehabilitation of cancer survivors, registry, research & education.

The Annual Report on CSR activities in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure I.

12. Corporate Governance

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

The Code of Conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors, Company Secretary, Chief Financial Officer and the Chief Executive Officer of the Company. All Independent Directors have also submitted a certificate confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.

The relevant certification on the various matters specified under Regulation 17(8) of SEBI (LODR) Regulations, 2015 has been done by CEO and CFO.

During the year under review, the Company has complied with all the applicable Secretarial Standards.

All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company along with criteria for such payments and disclosures on the remuneration of Directors along with their shareholding are disclosed in Form MGT-9, which forms a part of this Report.

There are no relationships between the Directors inter-se.

13. Extract of Annual Return

The details forming part of the extract of the Annual Return (MGT-9) is annexed herewith as Annexure II.

14. Directors Responsibility Statement

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

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

ii. the accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period;

iii. proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

15. Related Party transactions (RPT)

All RPT that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. The Company had obtained approval of the Members of the Company for material RPTs entered with its holding Company M/s. NRB Bearings Limited, by way of an ordinary resolution through postal ballot on March 30, 2022. There were no other materially significant RPT by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

All RPT are placed before the Audit Committee as well as the Board for approval. Prior approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. Prior approval of Board and/or Members is obtained whenever necessary. The compliance of the transfer pricing norms in relation to such transactions is certified by the tax advisors.

The RPT policy as approved by the Board is uploaded on the Companys website viz. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Ac, 2013 is annexed herewith as Annexure-III to this Report.

16. Internal Financial Control Systems and Adequacy

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

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

17. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.

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

18. Auditors Statutory Auditor

The first term of appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as Auditors was approved till conclusion of 43rd Annual General Meeting held for Financial Year ended March 31, 2023. The Audit Committee and the Board of Directors recommended for reappointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as statutory auditors and suitable resolution for the same has been included in the AGM notice annexed. A certificate from M/s. Walker Chandiok & Co. LLP has been received to the effect that their appointment, if made would be within the limits prescribed under section 139 of the Companies Act, 2013.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the nature of products manufactured by the Company and based on the criteria laid down under the aforesaid rules, Cost Audit is not applicable to your Company. However, from FY 2018-19, maintenance of prescribed Cost records is applicable to your Company and accordingly such accounts and records are made and maintained by the Company.

Secretarial Auditor

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Upendra Shukla, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY 2022-23. The report of the Secretarial Auditor is annexed herewith as Annexure V.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditors reports

There have been no disqualifications, reservations, adverse remarks, or disclaimers in the statutory auditors reports.

The Secretarial Audit Report contains the observation regarding non-composition of Board as per SEBI (LODR) Regulations, 2015 for two days. It was clarified that there was inadvertent delay of two days in scheduling the Board meeting for appointment of new Director Ms. Reshmi Panicker, which caused delay in compliance with respect to composition of Board as per applicable Regulations of SEBI LODR.

19. Significant and Material Orders passed by the Regulators or the Courts or the Tribunals

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

20. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

21. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2022-23.

22. Change in nature of business

During the year under review, there was no change in the nature of the business carried on by the Company.

23. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company is not required to setup Internal Complaints Committees (ICC) to redress complaints as the Company has no women employee and during the year under review there were no complaints received by the Company.

24. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year on March 31, 2023 to which the financial statements relate and the date of this Report.

25. Acknowledgements

The Board wishes to acknowledge and express their gratitude for the whole hearted support and co-operation extended by the members, NRB group, Companys bankers, customers, suppliers and all employees of the Company for their efforts during the year.

For and on behalf of the Board of Directors
SNL Bearings Limited

Place : Mumbai

Harshbeena Zaveri

Date : May 23, 2023