SNL Bearings Ltd Directors Report

To, The Members

SNL Bearings Limited

Your Directors have pleasure in presenting their Forty-Fourth Annual Report together with Audited Financial

Statements for the year ended March 31, 2024.

1. Financial Results

( in lakhs)

Particulars	31st March, 2024	31st March, 2023
Revenue from operations (Net)	4,769	4,787
Profit before tax	1,073	1,113
Provision for taxation:
Current (net)	248	266
Deferred tax	29	18
In respect of earlier years	14	11
Profit after taxation	782	818
Add: Balance brought forward	4,043	3,471
Add: Other Comprehensive Income for the year	1	(11)
Total	4,826	4278
Appropriation:
Dividend	253	235
Tax on distributed profits	-	-
Any other adjustment	-	-
Profit & Loss Account	4,591	4043
Total	4,826	4,278

2. Dividend

Based on the Companys performance, your Board of Directors are pleased to recommend a final dividend of Rs. 7.00/- per equity share (i.e. 70%) of face value of Rs. 10/- each involving an outgo of Rs. 253 lakhs for the FY 2023-24, 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

During the year under review, revenue is Rs. 4769 lakhs representing marginal decrease of 0.37% as compared to previous year (Rs. 4787 lakhs). Profit after tax reached to Rs. 782 lakhs (previous year Rs. 818 lakhs). The reduction of profit after tax at 4.40% is primarily attributable to rising raw material costs. The Company is actively taking steps to mitigate the impact of rising costs.

Indias economic performance in recent years demonstrates substantial growth, strong domestic demand for consumption and investment, along with Governments continued emphasis on capital expenditure are seen as among the key drivers of the GDP in FY 2023-24. The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. Overall, the future of the automobile industry is likely to be characterized by innovation, disruption, and a focus on sustainability. The long-term outlook for the automobile industry remains positive. The need for personal mobility is not going away, and new technologies have the potential to create new opportunities. The Indian auto component industry, being a critical part of the OEM value chain, has grown at a healthy pace over the past few years. The production and demand of the auto component industry is directly proportional to that of the automobile industry.

The global bearing market encompasses the worldwide sales of rolling bearings, including ball and roller bearing assemblies of diverse designs. Bearings are integral to various applications, making them a vital component in the global industrial landscape. Environmental considerations have also driven the development of energy-efficient bearings and the use of sustainable materials in manufacturing.

The future outlook for the automobile industry in India is poised for significant transformation driven by several key factors. With an increasing focus on sustainability and environmental concerns, the adoption of electric vehicles (EVs) is expected to rise, fueled by government incentives and technological advancements. Indian automakers are investing in EV technology and infrastructure to meet this growing demand. Additionally, the integration of advanced technologies like connectivity and autonomous driving is reshaping the industry landscape, enhancing vehicle safety, efficiency, and user experience. However, challenges such as stringent regulatory requirements, infrastructure development, and supply chain resilience remain critical considerations for industry stakeholders. Nonetheless, with strategic investments, innovation, and collaboration, the Indian automobile industry is positioned for growth and global competitiveness in the coming years.

4. Finance

Rating of your Company has been reaffirmed as ‘CRISIL A Stable for the short-term bank facilities and ‘CRISIL A Stable for the Companys long-term facilities. 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, 2024, 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. Arvinder Kohli (DIN: 08135020) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

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.

Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director had attained the age of 75 (Seventy-Five) years on November 13, 2023. Under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company approached the shareholders for approval and ratifying his continuation on the Board since November 13, 2023 vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024.

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. Lalit Pandey -	Chief Executive Officer
Mr. Ram Narayan Sahu -	Chief Financial Officer
Ms. Pooja Jeswani -	Company Secretary

During the year under review, Mr. Harshal Patil, Company Secretary and Compliance officer had resigned w.e.f. October 27, 2023 and Ms. Pooja Jeswani was appointed on February 8, 2024 as a Company Secretary and Compliance Officer of the Company. Mr. Krishna Kant Prasad Sinha ceased to be a Chief Executive Officer w.e.f February 24, 2024 on completion of his tenure and Mr. Lalit Pandey was appointed w.e.f February 25, 2024 as a Chief Executive Officer of the Company.

Board Evaluation

For FY 2023-24, 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 14, 2024, 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 www.snlbearings.in.

Remuneration Policy

The Board, upon recommendation from the Nomination & Remuneration Committee, has established a policy governing the selection and appointment of Directors, senior management, and the determination of their compensation. This policy aims to achieve a blend of fixed and performance-based pay for Directors, Key Management Personnel (KMPs), and Senior Management, aligning with short and long-term performance objectives relevant to the Companys operations and objectives. The detailed remuneration policy can be accessed on the Companys website at www.snlbearings.in.

Details of remuneration paid to Directors, KMP and the Independent Directors forms part of the Corporate

Governance Report attached to this Report.

Meetings

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, 2024, the Company does not have any Subsidiary, Associate and Joint Venture Companies.

7. Business Risk Management

The Company has established an enterprise risk management framework to pinpoint and mitigate risks, ensuring they dont unduly impact its operations. By prioritizing transparency, it enhances its competitive position. Additionally, the Company has broadened its customer base, reducing its reliance on sales to the holding Company, and remains dedicated to gradually decreasing this reliance further. 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. Lighting auto control implemented outside the plant through light sensor. This resulted energy saving around 8KWH/ day approx., saving 20k/ year.

2. Improvement in power factor from 0.99 to 1 due to this electricity bill reduced. 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, 2024

Foreign Exchange Earnings	: Export of goods	- Rs. 130 lakhs
Foreign Exchange Outgo	: Raw materials & Components	- Rs. 823 lakhs

9. Industrial Relations/ Vigil Mechanism and Whistle Blower Policy

Throughout the year, the Company maintained positive relations with the workmens unions. It conducted regular training programs covering bearing and engineering principles, modern manufacturing practices, as well as attitudinal and behavioral aspects.

The Company has devised and put into effect a Whistleblower Policy/Vigil Mechanism. This mechanism enables Directors, employees, and other individuals associated with the Company to report instances of unethical behavior, suspected fraud, or violations of the Companys code of conduct directly to the

Chairperson of the Audit Committee. Further details regarding this policy can be found in the Corporate

Governance Report included in this Annual Report. The Whistleblower Policy is also accessible on the

Companys website at www.snlbearings.in.

The Company confirms that no complaints were received during the year.

10. Safety, Health & Environment

The Company remains steadfast in its commitment to establishing and maintaining a secure work environment conducive to employee health and peak performance, while simultaneously championing environmental protection efforts. Employees are encouraged to exemplify safety practices on the shop floor by utilizing necessary personal protective equipment.

Furthermore, the Companys Ranchi plant has achieved prestigious external certifications such as ISO 14001:2015 (for environmental process compliance), ISO 45001:2018 (for Health & Safety), and IATF 16949:2015 (for quality management system).

Regular workforce training sessions focus on preventive safety measures and the avoidance of work-related accidents, emphasizing the mandatory usage of prescribed Personal Protection Equipment (PPEs) and routine workplace sanitation. Additionally, the management promotes environmental awareness among employees and supports initiatives aimed at conserving natural resources and enhancing resource efficiency across all operational processes.

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

During the year under review, an aggregate amount of Rs. 19.82 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 12KGBV, 150 teachers and 5000 girls students. 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.

11. Corporate Governance

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report, Corporate Governance report and Practicing Company Secretarys 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 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-?-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.

12. Extract of Annual Return

The details forming part of the extract of the Annual Return (MGT-9) as required under the Companies Act, 2013 is given in Annexure II.

13. 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, 2024 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.

14. 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, through postal ballot dated February 8, 2024. 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. www.snlbearings. in. 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 Act, 2013 is attached as Annexure-III to this Report.

15. Internal Financial Control Systems and Adequacy

The adequate internal financial controls have been established concerning the financial statements, with the upgraded ERP system generating reports to validate these controls. Additionally, enhancements such as biometric attendance, linked leave records, and payroll systems have been integrated into the existing system. The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations.

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

16. 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 are annexed to this report as Annexure IV.

17. Auditors

Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants have been appointed as an Auditors for the second term from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th

Annual General Meeting of the Company.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the 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 2023-24. The report of the Secretarial Auditor is annexed to this report 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 Auditor has made a remark in their report that one of the Non-Executive, Non-Independent Director attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024.

Management responded that Mr. Satish Rangani, (DIN: 00209069) Non-Executive Director attained the age of 75 (Seventy-Five) years on November 13, 2023. The Company approached the shareholders for approval vide Postal Ballot Notice dated February 8, 2024 and they approved the special resolution on March 18, 2024 ratifying his continuation on the Board since November 13, 2023.

18. 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.

19. 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 2023-24.

20. 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 2023-24.

21. 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.

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

The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company and during the year under review there were no complaints received by the Company.

23. 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, 2024 to which the financial statements relate and the date of this Report.

24. Acknowledgements

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

Annexure I

Report on Corporate Social Responsibility (CSR) Activities

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. Brief outline on CSR Policy of the Company.

SNL is committed to improving the quality of life of the people it deals with and contributing to the welfare of the communities where it operates. The CSR Policy of the Company duly approved by the

Board of Directors promotes the following objectives:

• 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.

Link to the CSR Policy: www.snlbearings.in

2. Composition of CSR Committee:

Sl. No. Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Ms. Harshbeena Zaveri	Chairperson, (Non-Executive Director)	1	1
2. Mr. Satish Rangani	Member (Non-Executive Director)	1	1
3. Mr. Claude Alex D Gama Rose	Member (Independent Director)	1	1

3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company.

Link : www.snlbearings.in

4. Details of executive summary along with web-link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). Not Applicable

5.

(a) Average net profit of the Company as per section 135(5): Rs. 991.00 Lakhs (b) Two percent of average net profit of the Company as per section 135(5): Rs. 19.82 lakhs. (c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: NIL

(d) Amount required to be set off for the financial year, if any: Rs. 0.07 Lakhs. (e) Total CSR obligation for the financial year (b+c-d). Rs. 19.75 Lakhs.

6.

(a) Amount spent on CSR Projects (both Ongoing Projects and other than Ongoing Projects)

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)
Sr. No. Name of the Project	Item from the list of activities	Local area (Yes/	Location of the project.		Amount spent for the	Mode of implementation -Direct (Yes/	Mode of implementation – Through implementing agency
	in schedule VII to the Act.	No).	State.	District.	project (Rs.in Lakhs).	No).	Name.	CSR Registration number.
1. Promotion of Education	Yes	Yes	Jharkhand	Ranchi	6.00	Yes	Sankalp	CSR00010066
2. Promotion of Education	Yes	Yes	Jharkhand	Ranchi	13.00	Yes	Ugam Foundation	CSR00000003
3. Promoting social business projects	Yes	Yes	All over India	All over India	0.82	Yes	Indian Cancer Society	CSR00000792
TOTAL					19.82

(b) Amount spent in Administrative Overheads - Nil

(c) Amount spent on Impact Assessment, if applicable - Nil (d) Total amount spent for the Financial Year (a+b+c) Rs. 19.82 Lakhs (e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year.	Amount Unspent (in Rs.)
	Total Amount transferred to Unspent CSR Account as per sub- section (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135.
	Amount.	Date of transfer.	Name of the Fund	Amount	Date of transfer
19.82	Nil	Not Applicable	Not Applicable	Nil	Not Applicable

(f) Excess amount for set off, if any:

Sl. No. Particular	Amount (Rs. in Lakhs)
(i) Two percent of average net profit of the Company as per section135(5)	19.75
(ii) Total amount spent for the Financial Year	19.82
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.07
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
(v) Amount available for set off in succeeding financial years [(iii)- (iv)]	0.07

7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

2	3	4	5	6	7	8
Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub- section (6) of section 135 (in Rs.)	Balance Amount in Unspent CSR Account under sub- section (6) of section 135 (in Rs.)	Amount Spent in the Financial Year (in Rs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any Amount Date of (in Rs) Transfer	Amount remaining to be spent in succeeding Financial Years (in Rs)	Deficiency, if any
2020-21			Not Applicable
2021-22			Not Applicable
2022-23			Not Applicable

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl.No. Short particulars of the property or asset(s) [including complete address and location of the property]	PIN code of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1) (2)	(3)	(4)	(5)	(6)
				CSR Registration Number, if applicable	Name	Registered address
		Not Applicable

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/ Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section135(5). - Not Applicable

I. REGISTRATION AND OTHER DETAILS:

i) CIN	: L99999MH1979PLC134191
ii) Registration Date	: 05/03/1979
iii) Name of the Company	: SNL BEARINGS LIMITED
iv) Category / Sub-Category of the the Company	: Company limited by shares/ Indian Non - Government of Company.
v) Address of the Registered office and contact details	Dhannur, 15, Sir P. M. Road, Fort, : Mumbai - 400 001, Maharashtra
Email ID	: investorcare@snlbearings.in
Web address	: www.snlbearings.in
Telephone No.	022 22663698
Fax No.	022 22660412
vi) Whether listed Company Yes/ No	: Yes
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any	: M/s. Link Intime India Private Limited C-101,Embassy 247, LBS.Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra
Email id.	: rnt.helpdesk@linkintime.co.in
Web address	: www.linkintime.co.in
Telephone No.	: (0) 810 811 6767
Fax No.	: 022- 4918 6060

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:-

Sr. No. Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the Company
1. Needle Roller, Components, Bushes and Cages	2814	92.9%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1 NRB Bearings Limited	L29130MH1965PLC013251	Holding	73.45	2(46)
Dhannur, 15, Sir P. M. Road,
Fort, Mumbai 400 001,
Maharashtra

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) : i) Category-wise Share Holding

Sr No Category of Shareholders	Shareholding at the beginning of the year				Shareholding at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(A) Shareholding of Promoter and Promoter Group
[1] Indian
(a) Individuals / Hindu Undivided Family	0	0	0	0.0000	0	0	0	0.0000	0.0000
(b) Central Government / State Government(s)	0	0	0	0.0000	0	0	0	0.0000	0.0000
(c) Financial Institutions / Banks	0	0	0	0.0000	0	0	0	0.0000	0.0000
(d) Any Other (Specify)
Bodies Corporate	2652762	0	2652762	73.45	2652762	0	2652762	73.45	0.00
Sub Total (A)(1)	2652762	0	2652762	73.45	2652762	0	2652762	73.45	0.0000
[2] Foreign
(a) Individuals (Non-Resident Individuals / Foreign Individuals)	34011	0	34011	0.9417	34011	0	34011	0.9417	0.0000
(b) Government	0	0	0	0.00	0	0	0	0.00	0.0000
(c) Institutions	0	0	0	0.00	0	0	0	0.00	0.0000
(d) Foreign Portfolio Investor	0	0	0	0.00	0	0	0	0.00	0.0000
(e) Any Other (Specify)
Sub Total (A)(2)	34011	0	34011	0.9417	34011	0	34011	0.9417	0.0000

 

Total Shareholding of Promoter and Promoter Group (A)=(A)(1) + (A)(2)	2686773	0	2686773	74.3941	2686773	0	2686773	74.3941	0.0000
(B) Public Shareholding
[1] Institutions
(a) Mutual Funds / UTI	0	0	0	0.0000	0	0	0	0.0000	0.0000
(b) Venture Capital Funds	0	0	0	0.0000	0	0	0	0.0000	0.0000
(c) Alternate Investment Funds	0	0	0	0.0000	0	0	0	0.0000	0.0000
(d) Foreign Venture Capital Investors	0	0	0	0.0000	0	0	0	0.0000	0.0000
(e) Foreign Portfolio Investor	0	0	0	0.0000	0	0	0	0.0000	0.0000
(f) Financial Institutions / Banks	0	50	50	0.0014	0	50	50	0.0014	0.0000
(g) Insurance Companies	0	0	0	0.0000	0	0	0	0.0000	0.0000
(h) Provident Funds/ Pension Funds	0	0	0	0.0000	0	0	0	0.0000	0.0000
(i) Any Other (Specify)
Sub Total (B)(1)	0	50	50	0.0014	0	50	50	0.0014	0.0000
[2] Central Government/ State Government(s)/ President of India
Sub Total (B)(2)	0	0	0	0.0000	0	0	0	0.0000	0.0000
[3] Non-Institutions
(a) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh.	663115	114708	777823	21.5372	653446	58361	711807	19.7092	1.8280
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	46702	0	46702	1.2931	41887	0	41887	1.1598	0.1333
(b) NBFCs registered with RBI	0	0	0	0.0000	0	0	0	0.0000	0.0000
(d) Overseas Depositories(holding DRs) (balancing figure)	0	0	0	0.0000	0	0	0	0.0000	0.0000

 

(c) Any Other (Specify) IEPF	0	0	0	0.0000	56412	0	56412	1.5620	1.5620
Hindu Undivided Family	17399	0	17399	0.4818	30524	0	30524	0.8452	0.3634
Friends & Associates	51	0	51	0.0014	50	0	50	0.0014	0.0000
Non Resident	16840	0	16840	0.4663	17182	0	17182	0.4758	0.0095
Indians (Non Repat)
Other Directors / Relatives	1434	0	1434	0.0397	1434	0	1434	0.0397	0.0000
Non Resident	33953	600	34553	0.9567	30506	600	31106	0.8613	0.0954
Indians (Repat)
Clearing Member	19	0	19	0.0005	0	0	0	0.0000	0.0005
Bodies Corporate	26946	2950	29896	0.8278	33165	1150	34315	0.9501	0.1223
Sub Total (B)(3)	806459	118258	924717	25.6045	864606	60111	924717	25.6045	0.0000
Total Public	806459	118308	924767	25.6059	864606	60161	924767	25.6059	0.0000
Shareholding
(B)=(B)(1)+(B)
(2)+(B)(3)
Total (A)+(B)	3493232	118308	3611540	100.00	3551379	60161	3611540	100.0000	0.0000
(C) Non Promoter - Non Public
(C1) Shares
Underlying DRs
[1] Custodian/DR	0	0	0	0.0000	0	0	0	0.0000	0.0000
Holder
(C2) Shares Held By
Employee Trust
[2] Employee Benefit	0	0	0	0.0000	0	0	0	0.0000	0.0000
Trust (under SEBI (Share based Employee Benefit)
Regulations, 2014)
Total (A)+(B)+(C)	3493232	118308	3611540	100.00	3551379	60161	3611540	100.00

(ii) Shareholding of Promoters

Sr. No. Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change
	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	in share- holding during the year
1 Harshbeena Zaveri	34011	0.94	--	34011	0.94	--	--
2 NRB Bearings Limited	2652762	73.45	--	2652762	73.45	--	--
Total	2686773	74.39	--	2686773	74.39	--	--

(iii) Change in Promoters Shareholding (No change)

Sr. No. Shareholders Name	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
1. Harshbeena Zaveri
At the beginning of the Year	34011	0.94
Date wise increase/ decrease	Nil	Nil
At the End of the year			34011	0.94
2. NRB Bearings Limited
At the beginning of the Year	2652762	73.45
Date wise increase/ decrease	Nil	Nil
At the End of the Year			2652762	73.45

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

Sr No.	Shareholding at the beginning of the year		Transactions during the year		Cumulative Shareholding at the end of the year
Name & Type of Transaction	NO.OF SHARES HELD	% OF TOTAL SHARES OF THE COMPANY	DATE OF TRANSACTION	NO. OF SHARES	NO OF SHARES HELD	% OF TOTAL SHARES OF THE COMPANY
1 INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS	0	0.0000			0	0.0000
Transfer			27 Oct 2023	56412	56412	1.5620
AT THE END OF THE					56412	1.5620
YEAR
2 SUNIL BODARAM	11486	0.3180			11486	0.3180
LUTHRIA
Transfer			23 Jun 2023	(5207)	6279	0.1739
Transfer			30 Jun 2023	(235)	6044	0.1674
Transfer			07 Jul 2023	(9)	6035	0.1671
Transfer			14 Jul 2023	(200)	5835	0.1616
Transfer			21 Jul 2023	(35)	5800	0.1606
Transfer			28 Jul 2023	750	6550	0.1814
Transfer			04 Aug 2023	(1133)	5417	0.1500
Transfer			11 Aug 2023	(417)	5000	0.1384
Transfer			18 Aug 2023	3000	8000	0.2215

 

Transfer			25 Aug 2023	2733	10733	0.2972
Transfer			01 Sep 2023	3032	13765	0.3811
Transfer			08 Sep 2023	1766	15531	0.4300
Transfer			15 Sep 2023	2301	17832	0.4938
Transfer			22 Sep 2023	219	18051	0.4998
Transfer			06 Oct 2023	(2551)	15500	0.4292
Transfer			13 Oct 2023	3654	19154	0.5304
Transfer			20 Oct 2023	(2309)	16845	0.4664
Transfer			27 Oct 2023	1625	18470	0.5114
Transfer			03 Nov 2023	681	19151	0.5303
Transfer			10 Nov 2023	849	20000	0.5538
Transfer			24 Nov 2023	1000	21000	0.5815
Transfer			01 Dec 2023	2372	23372	0.6471
Transfer			08 Dec 2023	3320	26692	0.7391
Transfer			15 Dec 2023	127	26819	0.7426
Transfer			22 Dec 2023	(359)	26460	0.7327
Transfer			29 Dec 2023	(1360)	25100	0.6950
Transfer			05 Jan 2024	(1000)	24100	0.6673
Transfer			12 Jan 2024	500	24600	0.6811
Transfer			19 Jan 2024	(3223)	21377	0.5919
Transfer			26 Jan 2024	(427)	20950	0.5801
Transfer			02 Feb 2024	(150)	20800	0.5759
Transfer			09 Feb 2024	1171	21971	0.6084
Transfer			16 Feb 2024	886	22857	0.6329
Transfer			23 Feb 2024	(57)	22800	0.6313
Transfer			08 Mar 2024	500	23300	0.6452
Transfer			15 Mar 2024	5512	28812	0.7978
AT THE END OF THE YEAR					28812	0.7978
3 SAHARSH YARN PRIVATE LIMITED	15000	0.4153			15000	0.4153
AT THE END OF THE YEAR					15000	0.4153
4 SRINIWAS SESHADRI	13075	0.3620			13075	0.3620
AT THE END OF THE YEAR					13075	0.3620
5 KRISHNASWAMY	0	0.0000			0	0.0000
MOHAN
Transfer			19 Jan 2024	1480	1480	0.0410
Transfer			26 Jan 2024	2830	4310	0.1193
Transfer			02 Feb 2024	2853	7163	0.1983
Transfer			09 Feb 2024	1844	9007	0.2494

 

AT THE END OF THE YEAR					9007	0.2494
6 ANAND RATHI GLOBAL FINANCE LIMITED	8700	0.2409			8700	0.2409
AT THE END OF THE YEAR					8700	0.2409
7 ALI ASGAR AKBAR ALI SURA	8420	0.2331			8420	0.2331
AT THE END OF THE YEAR					8420	0.2331
8 HASMUKH RAVJI SAVLA	7900	0.2187			7900	0.2187
AT THE END OF THE YEAR					7900	0.2187
9 BHARATBHAI PREMJIBHAI PATEL	7296	0.2020			7296	0.2020
Transfer			07 Apr 2023	(3)	7293	0.2019
Transfer			08 Dec 2023	500	7793	0.2158
Transfer			29 Dec 2023	100	7893	0.2185
AT THE END OF THE YEAR					7893	0.2185
10 DEVIKA ANAND	0	0.0000			0	0.0000
Transfer			19 Jan 2024	7258	7258	0.2010
Transfer			22 Mar 2024	450	7708	0.2134
AT THE END OF THE YEAR					7708	0.2134
11 SAMARTH MOHAN SINGH	7500	0.2077			7500	0.2077
Transfer			26 Jan 2024	(2)	7498	0.2076
Transfer			02 Feb 2024	(643)	6855	0.1898
AT THE END OF THE YEAR					6855	0.1898
12 SANKALP MOHAN SINGH	7445	0.2061			7445	0.2061
Transfer			02 Feb 2024	(700)	6745	0.1868
AT THE END OF THE YEAR					6745	0.1868
13 ANIL KUMAR BAJAJ	27666	0.7660			27666	0.7660
Transfer			28 Jul 2023	(17771)	9895	0.2740
Transfer			04 Aug 2023	(470)	9425	0.2610
Transfer			15 Sep 2023	(3900)	5525	0.1530
AT THE END OF THE YEAR					5525	0.1530
14 VEENABEN RAJNIKANT MEHTA	8000	0.2215			8000	0.2215

 

Transfer	22 Dec 2023	(1000)	7000	0.1938
Transfer	29 Dec 2023	(512)	6488	0.1796
Transfer	05 Jan 2024	(1488)	5000	0.1384
AT THE END OF THE YEAR			5000	0.1384

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Shareholders Name	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Director	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
1 Harshbeena Zaveri
At the beginning of the year	34011	0.94
Date wise increase/ decrease	Nil	Nil
At the End of the year			34011	0.94
2 Satish Rangani
At the beginning of the year	400	0.01
At the End of the year			400	0.01
4 Arvinder Singh Kohli
At the beginning of the year	809	0.02
At the End of the year			809	0.02
5 Claude Alex DGama Rose
At the beginning of the year	Nil	Nil
At the End of the year			Nil	Nil
6 Kaiyomarz Minoo Marfatia
At the beginning of the year	Nil	Nil
At the End of the year			Nil	Nil
7 Reshmi Panicker
At the beginning of the year	Nil	Nil
At the End of the year			Nil	Nil
Key Managerial Personnel
8 Krishna Kant Prasad Sinha
At the beginning of the year	50	0.00
Date wise increase/ decrease	Nil	Nil
At the End of the year			50	0.00
9 Lalit Pandey
At the beginning of the year	Nil	Nil
At the End of the year			Nil	Nil
10 Ram Narayan Sahu
At the beginning of the year	Nil	Nil
At the End of the year			Nil	Nil

 

11 Harshal Anant Patil
At the beginning of the year	1	0
Date wise increase/ decrease	Nil	Nil
At the End of the year			1	0.00
12 Pooja Jeswani
At the beginning of the year	Nil	Nil
At the End of the year			Nil	Nil

(vi) Indebtedness:

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

(Rs. in lakhs)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
	Indebtedness at the beginning of the financial year
i) Principal amount	6	-	-	6
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	6	-	-	6
	Change in indebtedness during the financial year
• Addition	-	-	-	-
• Reduction	3	-	-	3
Net Change	(3)	-	-	(3)
	Indebtedness at the end of the financial year
i) Principal amount	3	-	-	3
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	3	-	-	3

(vii) Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Not Applicble

Sr. No. Particulars of Remuneration	Name MD/ WTD/ Manager		Total Amount (Rs. in lakhs)
1. Gross salary	--	--	--
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2. Stock Option	--	--	--
3. Sweat Equity	--	--	--
4. Commission	--	--	--
_ as % of profit
_ others, specify…

 

5. Others, please specify Sitting Fees (p.a.)	--	--	--
Total (A)	--	--	--

B. Remuneration to Other Directors (Rs. in lakhs)

Sr. No Particulars of Remuneration	Name of Directors						Total Amount
	Ms. Harshbeena Zaveri	Mr. Satish Rangani	Mr. Arvinder Singh Kohli	Mr. Claude Alex DGama Rose	Mr. Kaiyomarz Marfatia	Mr. Reshmi Panicker
1 Independent Directors
• Fee for attending Board / Committee meetings				2.20	2.20	1.20	5.60
•Commission Others, please Specify				1.71	1.71	1.71	5.13 -
Total (1)	-	-	-	3.91	3.91	2.91	10.73
2 Other Non- Executive Directors
• Fee for attending Board / Committee meetings	2.30	1.40	0.90				4.60
• Commission Others, please Specify	1.71	1.71	1.30				4.72
Total (2)	4.01	3.11	2.20	-	-	-	9.32
Total (B)=(1+2)	4.01	3.11	2.20	3.91	3.91	2.91	20.05
Total Managerial
Remuneration
(A+B)	4.01	3.11	2.20	3.91	3.91	2.91	20.05
Total	Overall Ceiling as per the Act (@3% of profits calculated under Section 198 of the Companies Act, 2013)						29.28

C. Remuneration to Key Managerial Personnel other than Managing Director, Whole-time Directors and/ or Manager: (Rs. in lakhs)

Sr. No Particulars of		Key Managerial Personnel				Total
Remuneration	Mr. K.K.P Sinha (Chief Executive Officer upto February 24, 2024)	Mr. Lalit Pandey (Chief Executive Officer w.e.f. February 25, 2024)	Mr. R N Sahu (Chief Financial Officer)	Mr. Harshal Patil (Company Secretary upto October 27, 2023)	Ms. Pooja Jeswani (Company Secretary w.e.f. February 8, 2024)	Amount
1 Gross salary	36.26	3.08	22.02	5.25	1.23	67.84
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option	--		--	--		--
3 Sweat Equity	--		--	--		--
4 Commission	--		--	--		--
_ as % of profit
_ others, specify…
5 Others, please specify	--		--	--		--
Total	36.26	3.08	22.02	5.25	1.23	67.84

(viii) 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)
Penalty	--	--	--	--	--
Punishment	--	--	--	--	--
Compounding	--	--	--	--	--
Other Officers in
Default
Penalty	--	--	--	--	--
Punishment	--	--	--	--	--
Compounding	--	--	--	--	--

Annexure III Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis:

(a) Name(s) of the related party and nature of relationship:	N.A.
(b) Nature of contracts / arrangements / transactions:	N.A.
(c) Duration of the contracts / arrangements / transactions:	N.A.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:	N.A.
(e) Justification for entering into such contracts or arrangements or transactions:	N.A.
(f) date(s) of approval by the Board:	N.A.
(g) Amount paid as advances, if any:	N.A.
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188:	N.A

2. Details of material contracts or arrangement or transactions at arms length basis (a) Name(s) of the related party and nature of relationship:

i) NRB Bearings Limited	– Holding Company
ii) NRB Bearings (Thailand) Limited	Fellow Subsidiary

iii) Key Managerial Personnel (Directors) Ms. Harshbeena Zaveri Mr. Satish Rangani Mr. Arvinder Singh Kohli Mr. Claude Alex DGama Rose Mr. Kaiyomarz Minoo Marfatia Ms. Reshmi Panicker

Mr. Krishnakant Prasad Sinha (CEO) (upto 24th February, 2024) Mr. Lalit Pandey (CEO) (from 25th February, 2024) Mr. Harshal Patil (upto 27th October 2023) Ms. Pooja Jeswani (from 8th February 2024) iv) SNL Employee Provident Fund Trust Trust v) SNL Officers Provident Fund Trust Trust

(b) Nature of contracts/ arrangements/ transactions:

i) NRB Bearings Limited

Sale of Finished Goods, Special Machines & Spare parts, Raw Materials

 

	Purchase of Raw Materials; Plant & Equipment, Reimbursement of Expenses
ii) NRB Bearings (Thailand) Limited	Sale of Finished Goods, Special Machines & Spare parts, Sale of Equipment
iii) Key Managerial Personnel	Remuneration, Sitting fess, Commission
iv) Trust	Contribution to Provident Fund

(c) Duration of the contracts / arrangements/ transactions:

Ongoing Related Party Transactions.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: 1) Salient terms of Contract/ arrangements/ transaction:

As mentioned below:

Sr. No. Name of the Related Parties	Nature of Contract/ arrangements/ transactions	Salient Terms of Contract/ arrangements/ transactions
1 NRB Bearings Limited	Sale of Finished Goods, Special Machines & Spare parts, Raw Material Purchase of Raw Material, Reimbursement of Expenses, Dividend on Equity Shares	As per Purchase Orders placed for their requirements of Raw Materials, Components and Finished Products. As per Dividend declaration
2. NRB Bearings (Thailand) Limited	Sale of Finished Goods, Special Machines & Spare parts, Sale of Equipment Purchase of property, plant and equipment	As per Purchase Orders placed for their requirements of Components and/or Finished Products.
3. Key Managerial Personnel	Directors Commission and Sitting fees, Remuneration to KMP	Commission as approved by the Shareholders vide special resolution passed in Annual General Meeting held on September 20, 2021 i.e not exceeding Rs. 2 lakhs p.a. per Director and not exceeding an amount equal to 1% of the net profits of the Company calculated pursuant to Section 198 of the Act, 2013, for each year commencing from the financial years 2021-22 to 2025-26. As per terms and conditions on appointment / re-appointment Remuneration as per CTC.
4. Trust	Contribution to Provident fund	As per statutory provisions.

2) Value of the transactions with the related parties:

As mentioned below:

i) NRB Bearings Limited	Sale of Finished Goods	1553
	Sale of raw material	10
	Sale of special purpose machine / machine spare parts	18
	Purchases of Fixed Assets	7
	Purchases of Raw Materials	29
	Dividend on Equity Shares	172
	Reimbursement of Expenses	4
ii) NRB Bearings (Thailand) Limited	- Purchases of Fixed Assets
	- Sale of raw material
	Sale of special purpose Machine/Machine parts	28
	Sale of Finished Goods	77
	Commission
iii) Key Managerial Personnel:	Dividend	2
Directors:	Sitting fees and Commission	20
Mr. K. K. P. Sinha (ceased w.e.f. February 24, 2024)	Remuneration	36
Mr. Lalit Pandey (Appointed as CEO w.e.f February 25, 2024)	Remuneration	3.08
Mr. Harshal Patil (Resigned as Company Secretary w.e.f. October 27, 2023)	Remuneration	5
Mr. R N Sahu	Remuneration	22
Ms. Pooja Jeswani (Appointed as Company Secretary w.e.f February 8, 2024)	Remuneration	1.23
iv) Trust	Contribution to provident fund trust - Employers contribution	4
	Contribution to provident fund trust - Employees contribution	7

 

(e) Date(s) of approval by the Board, if any:	i) May 23, 2023
	ii) August 3, 2023
	iii) November 3, 2023
	iv) February 8, 2024
(f) Amount paid as advances, if any:	Nil

Annexure IV

Disclosure of Remuneration under Section 197 (12) of Companies Act, 2013 and Rule 5(1) of the Companies (Appointment And Remuneration) Rules, 2014.

A. STATEMENT SHOWING DETAILS OF MEDIAN REMUNERATION OF THE DIRECTOR/ KEY MANAGERIAL PERSONNEL OF THE Company: a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24:

Name of Directors	Remuneration	Median	Ratio
	(Rs. in lakhs)	Remuneration
		(Rs. in lakhs)
Ms. Harshbeena Zaveri Chairperson, Non-Executive, Non-Independent Director	4.01	3.84	1.05
Mr. Satish Rangani	3.11	3.84	0.81
Non-Executive, Non-Independent Director
Mr. Kaiyomarz Minoo Marfatia	3.91	3.84	1.02
Non-Executive, Independent Director
Mr. Arvinder Singh Kohli	2.20	3.84	0.57
Non-Executive, Non-Independent Director
Mr. Claude Alex DGama Rose	3.91	3.84	1.02
Non-Executive, Independent Director
Ms. Reshmi Panicker	2.91	3.84	0.76
Non-Executive, Independent Director

* No remuneration is paid except Sitting fees and Commission. b. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24;

Name of Directors	Percentage increase in remuneration in the Financial year.
Ms. Harshbeena Zaveri,	NA
Chairperson, Non-Executive, Non-Independent Director
Mr. Satish Rangani,	NA
Non-Executive, Non-Independent Director
Mr. Arvinder Singh Kohli	NA
Non-Executive, Non-Independent Director
Mr. Claude Alex DGama Rose	NA
Non-Executive, Independent Director
Mr. Kaiyomarz Minoo Marfatia	NA
Non-Executive, Independent Director
Ms. Reshmi Panicker	NA
Non-Executive, Independent Director
Mr. Krishan Kant Prasad Sinha	7.45%
Chief Executive Officer (ceased w.e.f 24th February 2024)
Mr. Lalit Pandey	-
Chief Executive Officer (appointed w.e.f 25th February 2024)
Mr. Ram Narayan Sahu	7.50%
Chief Financial Officer
Mr. Harshal Anant Patil	-
Company Secretary (resigned w.e.f. 27th October 2023)
Ms. Pooja Jeswani	-
Company Secretary (appointed w.e.f. 08th February 2024)

c. The percentage increase in the median remuneration of employees in the financial year;

The median remuneration of employees of the Company was decreased by 2.10 % during the financial year 2023-24. d. The Company has 138 number of permanent employees on the rolls of Company as on March 31, 2024; e. Average percentile increase already made in the salaries of employees other than the managerial personnel and its comparison with the percentile increase in the managerial remuneration and justification thereof. f. Average percentile increase in the salaries of employees other than Managerial Personnel is 7.61% while increase in the Managerial Remuneration is 5.52%. Average increase in the remuneration of the employees other than the Managerial Personnel and that of the Managerial Personnel is in line with the industry practice and is within the normal range. g. The remuneration is as per the remuneration policy of the Company.

Annexure V

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, SNL Bearings Limited,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SNL Bearings Limited (hereinafter called ‘the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. I have examined the books, papers, minute books, forms and returns filed and other records maintained by SNL Bearings Limited for the financial year ended on 31st March, 2024 according to the provisions of: (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 borrowing (As confirmed by the management, the Company, does not have any FDI, ODI or ECB); (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

I report that during the year under review there was no action/event in pursuance of –a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; b) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client. (vi) The Acts / Guidelines specifically applicable to the Company: The management has confirmed that there is no specific law as identified and applicable to the Company.

I have also examined compliance with the applicable clauses of the following: a) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of the Company Secretaries of India; and b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 subject to observation made hereunder. During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines and Standards mentioned above subject to the following observation:

One of the Non-Executive Non-Independent Directors attained 75 years of age on 13/11/2023. As per Regulation 17(1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company was required to pass Special Resolution to continue his Directorship. However, the Special Resolution was passed by way of Postal Ballot only on 18/03/2024. Hence during the period 13/11/2023 to 17/03/2024 1) the Board of Directors was not constituted as per Regulation 17 (1)(c) of the SEBI LODR; 2) Stakeholders Relationship Committee was not constituted as per Regulation 20 of SEBI LODR; 3) Corporate Social Responsibility Committee was not as per Section 135 of the Companies Act, 2013.

I further report that –

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors, except during the period 13/11/2023 to 17/03/2024. 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 proposal on agenda were sent in advance duly complying with the time limits specified and a system exits for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meeting duly recorded and signed by the chairperson, the decisions of the

Board were unanimous and no dissenting views have been recorded.

I further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit and also on the review of quarterly compliance reports by Chief Executive Officer, which are reviewed and taken on record by the Board of Directors of the Company, in my opinion adequate systems and processes and control mechanism exists commensurate with the size and operation of the Company to monitor and ensure compliance with applicable general laws, rules, regulations and guidelines.

I further report that the compliance by the Company of applicable financial laws like direct and indirect tax laws has not been reviewed in this audit since the same has been subject to review by statutory financial auditors and other designated professionals.

I further report that during the audit period there was no specific event/action in pursuance to the above referred laws, rules, regulations, standard and guidelines, etc. referred to above, having major bearing on the Companys affairs.