To,
The Members,
NRB Industrial Bearings Limited,
Mumbai - 400 020.
The Directors submit this 14th Annual Report of NRB Industrial Bearings Limited (the
"Company" or "NIBL") along with the Audited Financial Statements for
the Financial Year (FY) ended March 31, 2025.Consolidated performance of the Company and
its Associates has been referred to wherever required.
1. Financial Overview:
a. A summary of the Company's Financial
Performance during the Financial Year
| Particulars |
For the Financial Year ended March 31,2025 |
For the Financial Year ended March 31,2024 |
| Revenue from Operations |
6,374.20 |
7,311.15 |
| Loss Before Tax and Exceptional Item |
(2,817.06) |
(2,616.79) |
| Income From Exceptional Item |
4,646.76 |
- |
| EBITDA |
3,928.96 |
(664.34) |
| Tax Expenses |
- |
- |
| Profit/(Loss) after Tax after Exception Items |
1,829.70 |
(2,616.79) |
| Other Comprehensive Income |
168.17 |
143.16 |
| Total Comprehensive Income |
1,661.53 |
(2,759.95) |
| Earnings Per Share |
7.55 |
(10.80) |
This report of the Board of Directors along with its Annexures, Management Discussion
and Analysis Report, Corporate Governance Report, Financial Statements along with their
Notes are prepared for the period from April 1,2024 to March 31,2025 ( hereinafter
referred as "financial year").
b. Transfer to Reserves:
During the year under review, no amount has been transferred to reserves.
c. Dividend:
To support future growth, the Directors have not recommended a dividend for the year.
d. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Not Applicable as Company has not declared any dividend in past neither during the
year.
e. Public Deposits:
Your Company has not accepted or renewed any deposits under Chapter V of the Companies
Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014, during the Financial Year 2024-2025.
f. Loan from Directors
Transfer of Loan Entitlement Pursuant to Release Deed
Pursuant to the Release Deed dated 14th February 2025, executed by Mr. Devesh Singh
Sahney, Ms. Hanwantbir Kaur Sahney and Ms. Harshbeena Sahney Zaveri, both have irrevocably
and unconditionally released all their right, title, and interest in their respective
shares of the loans advanced to NRB Industrial Bearings Limited ("NIBL") NRB-IBC
Bearings Private Limited (NIBC) / NIBL-Korta Engineering Private Limited (Korta) in favour
of Mr. Devesh Singh Sahney. This release also includes any entitlements arising under the
Will of Late Mr. Trilochan Santsingh Sahney.
Consequently, an amount of ' 28,95,50,000, which was previously reflected as part of
the loan in the name of Late Mr. Trilochan Santsingh Sahney, has been transferred to Mr.
Devesh Singh Sahney. Following this transfer, the entire loan amount of ' 28,95,50,000
stands in the name of Mr. Devesh Singh Sahney.
g. Disclosure of orders passed by Regulators or Courts or Tribunal:
There were no significant and material orders passed by any Regulators or Courts or
Tribunals during the financial year ended March 31, 2025, impacting the going concern
status and Company's operations in future.
h. Material changes and commitment if any affecting the financial position of the
Company:
There has been no material change/commitment affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this Report.
2. Operational Overview:
FY 2024-25 presented a mixed performance for the company, beginning with moderate
growth in volumes. The overall business environment remained challenging within the
industrial segment due to global economic uncertainty, rising geopolitical tensions, and
disruptions caused by inter-country conflicts and policy shifts. Domestic policy-related
anticipation during the First half of year, contributed to a cautious business environment
and delayed decision-making across sectors.
With the rapid growth of the Electric Vehicle (EV) segment, several automotive bearing
manufacturers began redirecting their focus toward the industrial sector resulting in
intensified competition and a more saturated market landscape.
Despite these headwinds, select segments such as Industrial Gearboxes, Construction
Machinery, Material Handling Equipment, and Combine Harvesters performed in line with
forecasts. However, segments like Textile Machinery, Machine Tools, and Mining fell short
of expectations. The rising adoption of imported Chinese harvester machines also eroded
market share for local manufacturers, impacting revenue from the agriculture segment.
A significant decline in schedules from key OEMs in the textile and machine tool
sectors, along with reduced demand from textile end-users, affected revenue in these
segments. However, the company leveraged this slowdown to successfully introduce and
approve new products in place of existing multinational competitors strengthening
long-term positioning.
Operationally, NIBL undertook stringent cost control measures, particularly in managing
raw material and finished goods inventory, resulting in improved cost efficiency and
setting the tone for sustainable practices in the future.
The company continues to invest in its world-class manufacturing facility, supported by
a fully equipped Research & Development Centre. The R&D team not only focuses on
new product development aligned with evolving customer requirements but also works on
enhancing existing product lines to meet rising performance benchmarks.
NIBL maintained its focus on expanding both domestic and international markets. The
company's growth strategy emphasizes targeting specific oEm sectors such as Solar Energy,
Material Handling, Agriculture, Industrial Electrical, and Industrial Transmission,
offering customized bearing solutions for each.
In line with its expansion strategy, NIBL is also strengthening its distribution
footprint in untapped markets particularly in Tier 2 cities across India to reach emerging
industrial clusters. For FY 2024-25, the company's strategic priority has been the
development of customer-centric, non-standard products and expanding its presence in
underpenetrated regions of India, Asia, and the Americas.
While market dynamics remain volatile and demand patterns continue to evolve, NIBL
remains agile evaluating changing trends and realigning its business strategy to ensure
continued growth and market relevance.
a) Financial Results:
Your Company's turnover stood at Rs. 6,374.20 lakhs for the financial year ended March
31,2025 as against Rs. 7,311.15 lakhs in the previous year. Company registered Reduction
of Sales by 12.81% over previous year.
Export turnover of your Company for the financial year 2025 was Rs.1,890.74 lakhs as
against previous year Rs. 2,122.61 lakhs.
b) State of Company's Affairs and Business Review:
The details of the Company's affairs including its operations are more specifically
given in the Management Discussion and Analysis Report, which forms part of this Annual
Report.
c) Change in the nature of business:
The Company manufactures bearings for industrial applications. There has been no change
in the main nature of business activities of the Company during the financial year under
review.
d) Change in Share Capital:
During the year under review, there was no change in the Share capital of the Company.
3. Directors and Key Managerial personnel:
The year under review saw the following changes in the Composition of Board of
Directors ('Board').
Re-appointments:
Introductions to the Board:
a) During the year, based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on 30th October, 2024 appointed Mr.
Sandeep Deshpande (DIN: 03535186) as an Additional Director with effect from 30th October
2024. His appointment was subsequently approved by the Members through a postal ballot on
19th December 2024, in accordance with the provisions of the Companies Act and the Listing
Regulations. Mr. Deshpande has been appointed as an Independent Director for a term of
five consecutive years with effect from 30th October, 2024.
b) In accordance with the provisions Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Aarti Devesh Sahney (DIN: 08579914) is liable
to retire by rotation at the ensuing Annual General Meeting and being eligible, offers
herself for reappointment.
c) In accordance with the provisions to Section 149, 150, 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Samrat Zaveri (DIN: 00374104) is
being eligible, proposed to be re-appointed as independent Director for the 2nd term from
the November 07, 2025 upto November 06, 2030 at the ensuing Annual General Meeting.
d) Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following
persons are the Key Managerial Personnel (KMP) of the Company:
Mr. Devesh Singh Sahney, Chairman and Managing Director
Mr. Vikas Mandalwar, Chief Financial Officer (appointed w.e.f. February 05, 2025)
Mrs. Vandana Yadav, Company Secretary and Compliance Officer
During the year under review, Ms. Gulestan Kolah resigned from the position of Chief
Financial Officer of the Company with effect from December 20, 2024.
e) All the Independent Directors have furnished declaration in accordance with the
provisions of Section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of
independence as provided under Section 149 (6) read with Regulation 16 (1) (b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. Familiarization Program for Independent Directors:
As required by the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013,
the Board has framed a Familiarization Program for the Independent Directors of the
Company in order to update them with the nature of industry in which the Company operates
and business model of the Company in order to familiarize them with their roles, rights,
responsibilities, etc. The details of the above mentioned Familiarization Program is
uploaded on the website of the Company
Each newly appointed Independent Director is taken through a formal induction program
including the presentation from the Managing Director and Chief financial officer of
Company's Manufacturing, Marketing, Finance and other important aspects and structures of
the Company and its functioning.
5. Board Evaluation:
As per requirement of section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4)
of Companies (Accounts) Rules, 201 4 and other applicable rules and regulations, the Board
has a formal mechanism for evaluating its performance annually based on the criteria laid
down by Nomination and
Remuneration Committee which included attendance, contribution at the meetings and
otherwise, independent judgment, safeguarding of minority shareholders interest, adherence
to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk
assessment and review of Internal Control Systems etc.
The Board carried out annual performance evaluation of the Board of Directors, its
Committees and Individual Directors. The performance of the Board was shared with Board
members and suggestions were evaluated in detail. Further the reports on performance
evaluation of the Individual Directors were reviewed by the Chairman of the Board and
based on the evaluation necessary changes in processes and policies were suggested for
having an effective Board.
6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo:
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in 'Annexure I'
to this Report.
7. Business Risk Management:
The Company has formulated and implemented a Risk Management policy in accordance with
the provisions of the Companies Act, 2013, in order to address the business risks
associated with the Company. Further the Company has adopted the risk management system at
various levels, which inter alia covers business risk, statutory compliances and
environmental risk.
The Risk Management system is continuously reviewed at appropriate level and corrective
measures were taken wherever required. The Company has taken adequate insurance policies
to mitigate different kind of risk. The Company periodically reviews the risk management
practices and actions deployed by the management with respect to the identification,
impact assessment, monitoring, mitigation and reporting of key risks while trying to
achieve its business objectives.
8. Corporate Social Responsibility (CSR):
The provisions of the Section 135 read with Schedule VII of Companies Act, 2013 are not
applicable to the Company and hence the Company has neither developed any CSR Policy, CSR
Committee and nor implemented any CSR activities during the year.
9. Particulars of Loans, Guarantees or Investments:
Details of loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013 are stated in the notes to accounts of Financial Statements, forming part of
this Annual Report.
10. Related Party Transactions (RPTs):
The contracts or arrangements with related parties, which fall under the scope of
Section 134 (3)(h) and section 188 (1) of the Companies Act, 2013 read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in 'Annexure II' in Form AOC -2 and the
same forms part of this Annual Report.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions. Further, the details of the transactions with Related Party are provided
in the Company's financial statements in accordance with the Accounting Standards.
The policy on RPTs is hosted on the Company's website.
11. Performance of Joint Ventures / Associate Companies:
As on March 31,2025, the Company has two Associate Companies viz. NRB-IBC Bearings
Private Limited and NIBL-Korta Engineering Private Limited.
NRB-IBC Bearings Private Limited (NIBC): The Company holds 35% equity of NIBC, which is
a joint venture with IBC Industrial Bearings and Components AG, Switzerland.
During the FY 2024-25 sales turnover of NIBC was Rs.1,384.89 lakh as compared to
previous FYs turnover of Rs. 1,951.65 lacs. Domestic Sales Turnover decreased from Rs.
1,295.51 Lakhs to Rs. 1,054. 25 lakhs at 18.62%. Export Sales Turnover decreased from Rs.
656.14 lakhs to 330.64 lakhs at 49.61%. New customers were added in this financial year
which would help the company with favorable results in coming years.
NIBL-Korta Engineering Private Limited (NIBL-Korta): The Company holds 35% equity of
Korta Engineering, which was part of Korta group, Spain.
During the FY 2024-2025 the Sales Turnover of NIBL- Korta was Rs. 1,104.17 lakhs as
compared to previous FYs turnover of Rs. 954.46 lakhs. Domestic Sales Turnover increased
from 943.71 lakhs to Rs. 1,086.39 lakhs at 15.11%. The Export Sales Turnover increased
from 10.75 lakhs to Rs.17.78 lakhs at 65.29%. New customers were added in this financial
year which would help the company with favorable results in coming years.
12. Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors and the practicing company secretary in their reports and
management's reply for the same:
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report on the Financial Statements of the Company for year ended March
31, 2025. The notes to the accounts are self-explanatory to comments/observations made by
the Auditors in their report and do not require further explanation.
There are no qualifications, reservations or adverse remarks in the Secretarial Audit
Report of the Company during the period of review.
13. Remuneration Policy:
In compliance with Section 178(3) of the Companies Act, 2013 and on the recommendation
of Nomination and Remuneration Committee, the Board framed a Nomination and Remuneration
policy, which is generally in line with the existing industry practice and applicable
laws. The main object of the said policy is to select and appoint Directors, Key
Managerial Personnel and Senior Management and to ensure that the level and composition of
remuneration is reasonable and sufficient to attract, motivate and retain the talent
within the organization. Details of remuneration paid to Directors and KM P's forms part
of Corporate Governance Report which is annexed to this Annual Report.
The Nomination and Remuneration Policy is available on Company of the Board:
7 (Seven ) meetings of the Board of Directors were held during the financial year
2024-25 and the gap between two consecutive board meetings was within the limits
prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the number of meetings held and attended
by each Director are provided in the Corporate Governance Report, which forms part of this
Annual Report.
15. Disclosure of composition of Audit committee and Vigil mechanism:
In accordance with Section 177 of the Companies Act, 2013, the Company have constituted
the Audit Committee. The Company Secretary acts as the secretary to the committee. The
Audit Committee acts as a link between the statutory auditors, internal auditors and the
Board of Directors. The Audit Committee consists of Five Directors Mr. Anurag Toshniwal,
as the Chairman, Mr. Devesh Sahney, Mr. Samrat Zaveri, Mrs. Sejal Mehta and Mr. Sandeep
Deshpande as the members of the Committee.
The details of all the Committees of the Board along with their terms of reference,
composition and meetings held during the year, are provided in the Report on
Corporate Governance which forms part of this Annual Report.
The Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and
employees to report genuine concerns about unethical behavior, actual or suspected fraud
or violation of the Company's Code of Conduct and to provide for adequate safeguards
against victimization of persons who may use such mechanism. The said policy is hosted on
the website of the Company
The mechanism provides for addressing the complaints to Audit Committee and direct
access to the Chairperson of the Audit Committee in exceptional circumstances.
16. Credit Rating of Securities:
The Company's Bankers do not require the bank facilities to rated and hence the Company
has not obtained credit rating for its various bank facilities.
17. Internal Control System and their adequacy:
The Company has an internal control system commensurate with the size, scale and
complexity of its operations and well-documented procedures for various processes which
are periodically reviewed for changes warranted due to business needs. Internal Audit is
conducted at regular time interval in the Company. The scope and authority of the Internal
Audit is defined by Audit committee. This system of internal control facilitates effective
compliance of Section 138 of the Act and the Listing Regulations.
To maintain its objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates
the efficiency and adequacy of the internal control system with reference to the Financial
Statement. Audit committee evaluates the efficiency and adequacy of internal control
systems in the Company, its compliance with operating systems, accounting procedures and
policies. Based on the report of internal auditor, process owners undertake corrective
actions in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee. During
the year under review, no reportable material weakness in the operation was observed.
Regular audit and review processes ensure that such systems are reinforced on an ongoing
basis.
18. Auditors:
a) Statutory Auditors
The members of the Company at its 12th Annual
General Meeting (AGM) held on August 8, 2023,
have appointed M/s SRBC & CO. LLP (SRBC),
Chartered Accountants (Firm Registration No. 324982E/E300003), as the Statutory
Auditors of the Company for a period of 5 (five) consecutive years commencing from the
conclusion of 12th AGM upto the conclusion of 17th AGM of the Company.
The Auditor's Report on the Standalone and Consolidated Financial Statement of the
Company for the Financial Year 2024-25, does not contain any qualification, reservation or
adverse remark.
The Directors of your Company confirm that no instances of frauds or mis-management
were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.
b) Secretarial Auditor:
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s AJS & Associates, Practicing Company Secretary (FCS M. No.: 9832) to
undertake the Secretarial Audit of the Company for the financial year 2024-25. The report
on Secretarial Audit is annexed as 'Annexure IV to this Report. The Secretarial Audit
Report does not contain any qualification, reservations or adverse remarks.
19. Maintenance of Cost Records:
The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining
to the maintenance of cost records are applicable to the Company and accordingly such
accounts and records are made and maintained by the Company.
20. Secretarial Standards
The Company has complied with the applicable Secretarial Standards during the Financial
Year 2024-25.
21. Particulars of employees:
The statement under Section 134(3) (q) and Section 197 (12) of Companies Act, 2013 read
with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report as Annexure 'V'.
22. Significant and Material Orders passed by the Regulators or the Court or the
Tribunal
There are no significant and material orders passed by the Regulators or the Courts or
the Tribunals impacting the going concern status and Company's operation in future.
23. Details of application made or any proceedings pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status:
During the year an application was filed by Mrs. Harshbeena Sahney Zaveri ('Applicant')
before the National Company Law Tribunal (NCLT), Mumbai Bench, seeking the initiation of
the Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and
Bankruptcy Code, 2016 (the "Application") for the claim amount of Rs.
28,95,50,000. On 05.03.2025 NCLT has dismissed the Application as it was withdrawn by the
Applicant. Hence, no proceedings were pending under the Insolvency and Bankruptcy Code,
2016 during the FY 2024-25.
24. Details 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
Institution along with the reasons thereof:
The provisions regarding difference between amount of the valuation done at the tie of
one-time settlement and the valuation don while taking loan from the Banks or Financial
Institutions is not applicable to the Company during the Financial year 2024-2025
25. Prevention of Sexual Harassment of women at workplace:
The Company is committed to provide healthy environment to all employees and thus, does
not tolerate any discrimination or harassment in any form.
In line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted the
Anti-Harassment and Grievance Redressal Policy. The Company has Internal Complaints
Committee (ICC) at Group level to redress the complaints of sexual harassment. During the
year, Company has not received any complaint of sexual harassment.
| Sr. No. Particulars |
No. of complaints |
| 1. number of complaints of sexual harassment received in the
year; |
0 |
| 2. number of complaints disposed off during the year |
0 |
| 3. number of cases pending for more than ninety days |
0 |
26. Compliance with the provisions relating to the Maternity Benefits Act, 1961:
The Company has complied with all the applicable provisions of Maternity Benefits Act,
1961 for the F.Y 2024-25.
27. Listing with Stock Exchange:
The Equity Shares of the Company are continuing to
be listed on the BSE Limited ("BSE") and National Stock Exchange of India
Limited ("NSE"). The Company has paid Annual Listing Fees for the Financial Year
2024-25 to both the Stock Exchanges well within the specified time.
28. Extract ofAnnual Return:
The extract of Annual Return of the Company as on March 31, 2025 is available on the
Company's
29. Prohibition of Insider Trading:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has
adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by
Insiders" ("the Code"). The Code is applicable to all Directors, Designated
persons and connected Persons and their immediate relatives, who have access to
unpublished price sensitive information relating to the Company. The Company has also
formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI)' in compliance with the PIT Regulations. The aforesaid Codes
are posted n the Company's website and can be accessed by using web link at
30. Statement Regarding Opinion of The Board With Regard To Integrity, Expertise And
Experience (Including The Proficiency) of The Independent Directors Appointed During The
Year:
In the opinion of Board of Directors of the Company, Independent Directors on the Board
of Company hold highest standards of integrity and are highly qualified, recognized and
respected individuals in their respective fields. It's an optimum mix of expertise
(including financial expertise), leadership and professionalism.
31. CEO/CFO Certification:
As required under Regulation 17(8) of the Listing Regulations, the Managing Director
and CFO of the Company have certified the accuracy of the Financial Statements and
adequacy of Internal Control Systems for financial reporting for the year ended 31st
March, 2025. The certificate is given in Annexure - VI.
32. Corporate Governance Report:
As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Regulations), based on the paid up equity share capital and net
worth of the Company, the corporate governance provisions mentioned in SEBI Regulations
are not applicable to the Company. However, the
Company for stakeholders' information and as a good secretarial practice is providing
certain information on voluntary basis in Corporate Governance report which forms an
integral part of this report.
33. Corporate Governance details as required under Schedule V of the Companies Act,
2013
The disclosures to be mentioned in pursuance of Section II of Part II of Schedule V of
the Act have been mentioned in the Corporate Governance Report.
34. Management Discussion and Analysis:
The Management Discussion and Analysis Report, as required by Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, are already dealt
with in various sections of this Report.
The Management Discussion and Analysis Report is separately annexed and forms part of
this report.
35. Directors Responsibility Statement:
Your Directors wish to inform Members that the Audited Accounts containing Financial
Statements for the Financial Year 2024-25 are in conformity with the requirements of the
Companies Act, 2013. Your Company's financial statements reflect fairly, the form and
substance of transactions carried out during the year and reasonably present the financial
condition and results of operations.
In terms of provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors
further hereby confirms as under:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures; the directors
had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;
b) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
c) the directors had prepared the annual accounts on a going concern basis;
d) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
e) Internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external
consultants, including audit of internal financial controls over financial reporting by
the statutory auditors, and the reviews performed by management and the relevant board
committees, including the audit committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during FY 2024-25.
f) Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information;
g) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
36. Annexures forming part of this Annual Report:
| Annexure No. |
Particulars |
| I |
Particulars of Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo |
| II |
Form no. AOC-2 -Related party transactions |
| III |
Form no. AOC-1 - Joint Ventures/ Associate company details |
| IV |
Secretarial Audit Report for the period under Review |
| V |
Particulars of Employees under Section 134(3) (q) and Section
197(12) of the Companies Act, 2013. |
| VI |
CEO/CFO Certification |
37. Cautionary Statement:
Statements in this Report, Management Discussion and Analysis, Corporate Governance,
Notice to the Shareholders or elsewhere in this Annual Report, describing the Company's
objectives, projections, estimates and expectations may constitute 'forward looking
statement' within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement depending on the
market conditions and circumstances.
The Company assumes no responsibility in respect of the forward looking statements,
which may undergo changes in future on the basis of subsequent developments, information
or events.
38. Appreciation:
Your Directors wish to place on records their sincere appreciation to all the Employees
of the Company for the efforts, efficient work management, loyal services, commitment and
dedication that developed the culture of professionalism. Your Directors also thank and
express gratitude to the Company's Customers, Vendors and Institutions. Your Directors
also wish to express deep sense of gratitude to all our Bankers, Central and State
Governments and their departments and the local authorities for the continued support.
Your Directors register their since appreciation to the Shareholders of the Company for
unstinted support and confidence reposed in the management of the Company.
On behalf of the Board For NRB Industrial Bearings Limited
|
Sd/- |
|
Devesh Singh Sahney |
|
Chairman & Managing Director |
|
(DIN:00003956) |
| Place: Mumbai |
|
| Date: 27th May, 2025 |
|
|