The Company is committed to and continues to practice good Corporate Governance, with emphasis on integrity and accountability. The core principles followed by the Company are creating long term value for all stake holders, business practices which are ethical and in compliance with applicable legal requirements and having an impact on the environment in which we work.
1. Board of Directors
a. Composition :
The Company is Board managed. All directors are non executive directors and professionally competent. At present the Board consists of five members. The Board of Directors closely monitors the performance of the Company and its management, approves and reviews strategy, ensures legal and ethical conduct and proper inancial reporting. It is accountable to the shareholders as well as other stake holders for the long term health of the Company.
The Chairman of the Board is Ms.H S Zaveri whose details are as below. The brief profiles of the other director including chairman is mentioned below
Ms.H S Zaveri (56 yrs) is the Chairman of the Board of Directors. Since October 2010, she is the Managing Director & President of NRB Bearings Ltd.
Ms.Zaveri graduated with distinction and honors from Wellesley College, an institution renowned for developing women leaders. She continues to be deeply involved with her Alma Mater as member of the Wellesley Business Leadership Council and is on the President's International Committee, which is focused on achieving Wellesley's vision of developing women leaders in an increasingly globalized world.
She was awarded The Leading Woman in Manufacturing Sector Award by Women In Leadership Forum (WIL) in 2009, and the Best CEO Award by the Quality Circle Forum of India for her contribution to the Quality movement in India. Fortune Magazine has ranked her amongst the 15 most powerful businesswomen in India since 2011.
As President and CEO of NRB Bearings Limited, she spearheaded NRB's foray into Design Engineering and R & D which enabled NRB to become a supplier to the world's foremost automotive companies. Currently exports constitutes 20 percent of NRB's sales turnover with exports to Global leaders such as Volvo, Mercedes and Audi.
Actively engaged with various business associations, she is Past President of Ball & Roller Bearing Manufacturers Association (BRBMA), Past Deputy Chairman of Western Region and Executive Committee Member of the Automotive Component Manufacturing Association (ACMA). She serves as an elected member on the CII Western Region and Maharashtra State Councils, the Executive Committee of ACMA, and the West India Council of the Indo American Chamber of Commerce (IACC) .
Other than Ms.H S Zaveri who is part of the promoter family of NRB Bearings Ltd. and Mr.S C Rangani who receives remuneration from the holding Company, the other directors mentioned below are independent.
Mr.S C Rangani (67 yrs) is a graduate in commerce with post graduate qualifications in
Management Studies and professional qualifications as a Company Secretary. He has over 45 yrs. experience in management positions in various industries including 23 years have been in the holding Company with responsibilities for Finance, IT, Legal and Secretarial. He is also a Director on the board of NRB Bearings Ltd and NRB Bearings (Thailand) Ltd.
Mr.J S Maini (74 yrs) holds a degree in Mechanical Engineering from Pune University. He retired from the position of General Manager (Aurangabad & Waluj plants), NRB Bearings Ltd., after meritorious service of 27 years with the Company in various positions in the maintenance, manufacturing and commercial areas of the business. He has a wealth of experience in manufacturing practices and he is in his own business of marketing bearings and automotive products.
Mr.V S Iyer (92 yrs) has a Master's degree in Arts and a Law degree from Bombay University and additionally professionally qualified as a Company Secretary. He is a practicing Company Secretary and has extensive experience in Company law related matters.
Mr.Jayavardhan Dhar Diwan (51 yrs) holds a degree in BE (Metallurgy) from University of Roorkee and completed his MBA from S P Jain Institute of Management and Research. He started his career in Indian Aluminium post his Engineering degree. He moved to a career in finance in 1993 post his MBA, as a Senior Research Analyst covering India for W.I Carr in Bombay and New York, moving on to KBC Financial Products as Executive Vice President, covering Global convertible bonds, distressed companies and special situations based out of New York. Currently ,Mr.Diwan is the Advisor to OIM for the India focused Convertible Bond Opportunities Fund and also serves as Senior Advisor to the Odyssey Convertible Bond Fund I, Ltd.
NE and ID - Non Executive and Independent Director
Directorships do not include alternate directorship, directorships of private limited companies, section 8 companies and companies incorporated outside India.
The Board of Directors is constituted with appropriate combination of Independent and Non Independent Directors as per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Membership of Audit and Stakeholders' Relationship Committee has only been considered.
c. Board Meetings:
The Board of the Company, as also the various specialized committees constituted by the Board, held as many as 18 meetings including 4 meetings of the Board during 2015-16.
The Board held its meetings on 29th April, 2015, 28th July, 2015, 2nd November, 2015 and 2nd February, 2016. The maximum interval between any two meetings did not exceed 120 days
e. Membership of Board committees:
None of the Directors holds membership of more than 10 Committees of Boards nor is any Director or a Chairman of more than 5 Committees of Boards as per clause 49 of the Listing Agreement or Regulation 26 (1) of SEBI (Listing Obligations & Disclosure Requirements), Regulation 2015 across all the Public Companies, in which he/ she is a Director. The necessary disclosure regarding the committee position & other Directorship has been made by all the Directors.
No Director is related to any other Directors on the Board in terms of the definition of 'relative' given under the Companies Act, 2013.
f. Details of Directors being appointed/ reappointed:
Mr.S C Rangani retires by rotation and is eligible to offer himself for re-appointment. The particulars of Mr. S C Rangani is furnished elsewhere. The Board recommends re-appointment of Mr. V S Iyer as an Independent Director for one more year till conclusion of the 37th Annual General Meeting to be held in the calendar year 2017. The particulars of Mr. V. S. Iyer is furnished elsewhere.
g. Directors Shareholding in the Company
No Director holds shares in the Company other than Ms.H S Zaveri whose shareholding was 33911 shares and Mr. S C Rangani who holds 250 shares as on 31.03.2016.
h. Code of Conduct/ Prevention of insider trading
The Board of Directors has laid down a Code of Conduct for Business and Ethics (the Code) for all the Board members and all the employees in the management grade of the Company. The Code covers amongst other things the Company's commitment to honest & ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health & safety, transparency and compliance of laws & regulations etc.
The Code of Conduct is posted on the website of the Company. All the Board members and senior management personnel have confirmed compliance with the code. A declaration to that effect signed by the Director & Plant Head is attached and forms part of the Annual Report of the Company.
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the Directors, employees and third parties such as auditors, consultants etc. who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The Company has appointed Mr. Bankim Purohit, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementation of the code for trading in Company's securities. During the year under review there has been due compliance with the said code.
i. Familiarisation Programme for Independent Director
On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including visit to the plant to familiarize them with all facets of Roller Bearing manufacturing and interactive session with the Plant Head of the Company on manufacturing, marketing, finance and other important aspects. The details of familiarization program can be accessed from the website: www.snlbearings.in
. Board evaluation
During the year, for Board and its Committees, the exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. In case of evaluation of the individual Directors, one to one meeting of each Director with the Chairman of the Board and the Chairman of the Nomination & Remuneration Committee was held.
The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees.
The independent directors have also met separately in March 2016.
2. Audit Committee
The Committee, in order to comply with the condition of clause 49 of the listing agreement and Regulation 18 SEBI (Listing Obligations & Disclosure Requirements), Regulation 2015 relating to composition of such committee, consists of four Non-executive Directors and is headed by Mr. J S Maini as Chairman and Ms. H S Zaveri, Mr. V S Iyer and Mr. J D Diwan being the Members of the Committee. All the Members of the Committee have good knowledge of accounting/financial management. The statutory auditor and the internal auditor are permanent invitees to all Audit Committee meetings. The Secretarial Auditor is invited to meetings whenever matters relating to secretarial audit have to be considered. The Committee is empowered to seek any information it requires from any employee or to obtain legal or other independent professional advice when considered necessary.
The major terms of reference of the Audit Committee as stipulated in Clause 49 of the Listing Agreement and as stipulated in Schedule II of SEBI (Listing Obligations & Disclosure Requirements), Regulation 2015 read with Section 177 of the Companies Act, 2013 are as follows:
a. Reviewing with management the quarterly/annual inancial statements before submission to the Board, focusing primarily on (i)matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of section 134(3) of the Companies Act 2013 (ii) any changes in accounting policies and practices, (iii) major accounting entries based on exercise of judgment by management, (iv) qualifications in draft audit report, (v) significant adjustments arising out of audit, (vi) compliance with Stock Exchanges and legal requirements concerning financial statements and (vii) any related party transactions i.e. transactions of the Company of material nature with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.
b. Recommending for appointment, remuneration and terms of appointment of auditors of the Company, reviewing and monitoring the auditors independence and performance and effectiveness of the audit process and discussion with internal auditors of any significant findings and follow up thereon particularly into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature.
c. Scrutiny of inter-corporate loans and investments.
d. Valuation of undertakings or assets of the Company, wherever it is necessary.
e. Evaluation of internal financial controls and risk management systems.
f. Review the functioning of the whistle blower mechanism.
g. Approval of appointment of CFO (ie. The whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background of the candidate.
The Committee held its meetings on 29th April,2015, 28th July,2015, 2nd November,2015 and 2nd February, 2016. The maximum interval between any two meetings did not exceed 120 days.
3. Nomination & Remuneration Committee (NRC)
The Board had constituted the Committee with Mr.J S Maini (Chairman), Mr. J D Diwan and Ms.H S Zaveri as members.
Terms of Reference of the Committee are as under:
1. The NRC shall identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of the Board.
2. The NRC shall formulate the criteria for determining, qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees.
3. The NRC shall while formulating the policy under (2) above, ensure that the level in compensation of remuneration is reasonable and sufficient to attract and retain directors/employees, remuneration is linked to performance and involves a balance between ixed and incentive pay appropriate to the working of the Company and its goals.
4. The NRC shall lay down the evaluation criteria for performance evaluation of the Directors and the Board.
5. While determining remuneration, the NRC shall ensure that all pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company are disclosed as also their shareholding in the Company where they are proposed to be appointed as directors.
Sitting fee is payable to the Non Executive Directors. No commission is payable to the directors. All independent directors have confirmed that they do not have any material pecuniary relationships or transactions with the Company or its promoters which may affect their independence.
During the year the Committee held one meeting on 15th June,2015. All the committee members were present during the meeting.
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior management and their Remuneration. The Board has also decided that considering the size of the company and its operations at a single plant, directors shall be remunerated only by way of sitting fees. No commission is payable
5. Stakeholders Relationship Committee
The Committee comprises of four Directors viz. Mr. V S Iyer (Chairman), Ms. H S Zaveri, Mr. S C Rangani and Mr.J D Diwan. Mr. Bankim Purohit, Company Secretary is designated as a Compliance Officer as required under the SEBI (LODR) Regulations, 2015.The broad terms of reference of this Committee include review of complaints and queries from investors, review of work done by the share transfer agent. The Company holds Committee meetings on a periodical basis, as may be required to approve the transfers/transmissions/issue of duplicate shares. During the year eight meetings were held.
The shareholders of the Company are serviced by the share transfer agent- M/s.Universal Capital Securities Pvt. Ltd. As required by the Stock Exchanges, the Company has appointed Mr. Bankim Purohit, Company Secretary, as the Compliance Officer to monitor the share transfer process and liaison with the regulatory authorities.
During the year under review, the Company had received two complaints only and both were solved to the satisfaction of the shareholders. As on 31.03.2016 no complaints were pending.
8. General Shareholder Information
The mandatory as also various additional information of interest to investors is voluntarily furnished in the following section on Investor information in this Report
a. Related Party Transactions (RPT)
The Company has not entered into any transaction of material nature that may have a potential conflict with interests of the Company, with any of the Directors or their relatives during the year 2015-16. The disclosure in respect of RPT is given in the schedules of the notes to the accounts. All contracts with affiliates are carried out on arms length basis at fair market value. All RPT during the year, whether in the ordinary course of business or not, were placed before the audit committee and to the board on quarterly basis. The policy on RPTs is also placed on the Company's website. There are no subsidiary companies.
Neither has any non-compliance with any of the legal provisions of law been made by the Company nor any penalty or stricture imposed by the Stock Exchanges or SEBI or any other statutory authority, on any matter related to the capital markets, during the last 3 years.
c. Vigil mechanism policy
The Company has a vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The same has been disclosed on the Company's website. During the year under review some complaints on anonymous basis, received have been reviewed and investigated by management and found to have no substantial basis.
d. Risk Management
The Company has a Risk Management framework in place to manage risks inherent in various aspects of business. These risks are identiied through active involvement of plant head, departmental managers and the board members. These are periodically reviewed by the audit committee/board.
10. Auditor's Certificate on corporate Governance
The Auditor's Certificate on Compliance of Clause 49 of the Listing Agreement and the relevant regulations of SEBI (Listing Obligations and Disclosures Requirement), Regulation 2015, as applicable to the Company, relating to Corporate Governance is published as an annexure to the Directors' Report.
11. Non mandatory recommendations
a. Chairman of the Board - Re: Non-executive Chairman
The Company's non-executive Chairman has not expressed any desire for a separate office.
b. Half yearly results to shareholders
The Company has circulated the Chairman's speech at the AGM and the half yearly results to all the shareholders. The quarterly inancial results are also available on the Company's web site www.snlbearings.in
c. Audit qualifications
The financial statements are unqualified.
d. Separate posts of Chairman and CEO
The Company has separate person for the post of Chairman and CEO (Planthead).
e. Reporting of Internal Auditor
The internal auditor reports directly to the Audit Committee.
SHAREHOLDERS’ I NFORMATI ON
1. Annual General Meeting
Date and Time : July 27, 2016 at 2.00 p.m.
Venue : Conference Hall, Dhannur 15 Sir P.M.Road, Fort Mumbai 400 001
2. Financial Calendar
Financial reporting for the quarter ending : July 27, 2016: June 30, 2016
Financial reporting for the quarter ending : Last week October, 2016: September 30, 2016
Financial reporting for the quarter ending : Last week January, 2017: December 31, 2016
Financial reporting for the year ending : End April, 2017: March 31, 2017
Annual General Meeting for the year ending : July/August, 2017 : March 31, 2017
3. Book Closure Date : 20th July, 2015 to 27th July, 2016(both days inclusive)
4. Equity Dividend Payment Date : 5th August, 2016
Preference Dividend Payment Date : 17th June, 2016 (final redemption date)
5. Registered Office : Dhannur, 15 Sir P.M.Road Fort, Mumbai 400 001 (Tel) 22664160/4998 (Fax) 22660412 Plant : Ranchi : Ratu,Ranchi 834 001 (Tel) 0651-2521876 (Fax) 0651-2521920
6. Unclaimed Dividends
No unclaimed dividends remaining unclaimed for 7 years from the date of declaration.
7. Nomination facility
Shareholders of physical shares can nominate a person for the shares held by them. Requisite nomination forms have already been circulated by the Company to the shareholders who are advised to avail of this facility.
8. Listing on Stock Exchange at : Equity shares
P.J.Towers, Dalal Street Mumbai 400 023
The Calcutta Stock Exchange Association Ltd. 7 Lyons Range Calcutta 700 001
Note : Listing fees for the year 2016-17 have been paid to BSE Ltd. The Company's application for voluntary delisting from the Calcutta Stock Exchange has been submitted on 2nd September, 2005 and is pending for action by them and hence the listing fee from the year 2007-08 onwards has not been paid.
9. Stock Codes
Bombay Stock Exchange 505827
ISIN No. INE 568F 01017
11. Registrars and Transfer Agents : M/s.Universal Capital Securities Pvt.ltd. (Share transfer and communication (Formerly MondkarComputers P.Ltd.) Regarding share certiicates, 21, Shakil Niwas,Mahakali Caves Road dividends and change of address) Andheri (East), Mumbai 400 093 (Registered with SEBI as Share Transfer Agent-Category I)
12. Share Transfer System
The Stakeholders Relationship Committee comprising of four directors is authorized to approve transfer of shares and the said Committee approves transfer of shares. The Committee meets every quarter or earlier in case there are any requests for share transfers in physical form or requests for remat/issue of duplicate share certificate.
Share transfers in physical form are presently registered and returned within a period of 15 days from the date of receipt in case documents are complete in all respects.
16. Details on use of public funds obtained in the last three years : No funds have been raised from public in the last three years.
17. Outstanding GDR/Warrants and convertible bonds, conversion date and likely impact on Equity :
The Company has no outstanding GDR/Warrants and/or convertible bonds.
18. Investor correspondence :
The Company Secretary SNL Bearings Limited Dhannur, 15 Sir P.M.Road Fort, Mumbai 400 001 Tel : 022-22664160/4998 Fax:022-22660412 E-mail:firstname.lastname@example.org Website:www.snlbearings.in