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ANNUAL REPORT 2008-2009 Directors Bankers Auditors Solicitors Registered Office Works Registrar & Share Transfer Agent : : : : : : : Trilochan Singh Sahney, Chairman & Managing Director Dr. P . D.Ojha Dr. (Ms.) Kala S Pant Harshbeena S Zaveri K M Elavia Devesh S Sahney BNP Paribas Citibank N.A. Canara Bank Axis Bank Ltd. A. F. Ferguson & Co. Wadia Ghandy & Co. Dhannur, 5 Sir. P M Road, Fort, Mumbai 400 00. Tel. : 2266 460 / 2266 4998 Fax : 2266 042 Pokhran Road No.2, Majiwade, Thane-400 606. E-40, M.I.D.C. Industrial Area, Chikalthana, Aurangabad-43 00. C-6, Additional M.I.D.C. Industrial Area, Jalna-43 203 E-72, (I) & (II) M.I.D.C., Waluj, Aurangabad-43 33 A-5, Uppal Industrial Estate, Hyderabad-500 039 Plot No.33, Sector – II, SIDCUL IIE Pantnagar, Udhamsingh Nagar, Uttarakhand-263 53. Mondkar Computers Pvt. Ltd. 25, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai 400 093. Tel: 2836 6620, 2820 7203-05 Fax: 2836 9704, 2820 7207



CONTENTS
Particulars Page No.

Notice ...................................................................................................................... 3 Directors’ Report ...................................................................................................  Annexure to Directors’ Report .............................................................................. 5 Management Discussion & Analysis .................................................................... 8 Corporate Governance ......................................................................................... 22 Auditors’ Certificate on compliance of Corporate Governance ........................... 28 Shareholders’ Information .................................................................................... 29 Report of the Auditors (NRB) ................................................................................ 34 Balance Sheet as at 3st March 2009 (NRB) ....................................................... 38 Profit & Loss Account for the year ended 3st March 2009 (NRB) ..................... 39 . Cash Flow statement for the year ended 3st March 2009 (NRB) ...................... 40 Schedules to the Accounts .................................................................................. 42 . Balance Sheet Abstract & Company’s General Business Profile ........................ 65 Statement Pursuant to Section 22 ...................................................................... 67 Abridged Accounts of Subsidiary Companies ..................................................... 68 Report of the Auditors (Consolidated) ................................................................ 69 . Balance Sheet as at 3st March 2009 (Consolidated) ......................................... 70 Profit & Loss Account for the year ended 3st March 2009 (Consolidated) ....... 7 Cash Flow statement for the year ended 3st March 2009 (Consolidated) ........ 72 Schedules to the Consolidated Accounts ............................................................ 74

2

AGM NOTICE
The Members, NRB BEARINGS LIMITED NOTICE IS HEREBY GIVEN that the 44th Annual General Meeting of the members of the Company will be held at M C Ghia Hall, K Dubash Marg, Mumbai 400 00 on Wednesday, 2th August, 2009, at .00 a.m. to transact the following business: ORDINARY BUSINESS . To receive and adopt the Accounts, Balance Sheet, Cash Flow Statements and the reports of the Directors and Auditors for the year ended 3st March, 2009. 2. To declare a dividend for the year ended 3st March, 2009. 3. To appoint a Director in place of Dr. P D Ojha who retires by rotation and is eligible for re-appointment. 4. To appoint a Director in place of Mr. D S Sahney who retires by rotation and is eligible for reappointment. 5. To consider and if thought fit, to pass with or without modifications, the following resolution: “RESOLVED THAT M/s. A F Ferguson & Co., Chartered Accountants, Mumbai be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting on such remuneration plus out-of-pocket expenses, as may be mutually agreed upon between the Board of Directors and the Auditors.”

SPECIAL BUSINESS 6. To consider and if thought fit, to pass, the following Resolution as a Special Resolution. Waiver of the requirement of repayment of excess remuneration paid by the Company in case of Mr. T S Sahney, Managing Director. “RESOLVED THAT pursuant to the provisions of section 98, 269 and 309, and other applicable provisions, if any, of the Companies Act, 956, (“the Act”) read with Part II of Schedule XIII to the Act, as amended from time to time (including any statutory modification or re-enactment thereof, for the time being in force) and subject to the approval of the Central Government, the consent of the Company be and is hereby accorded to ratify and / or approve, the payments made to Mr. T S Sahney, Managing Director of the Company in excess of the remuneration payable to Mr. T S Sahney in accordance with the provisions of Schedule XIII to the Act for the financial year 2008-09; such excess amount amounting to Rs. 28,8,045/- (Rupees Twenty Eight Lakh Eighty One Thousand Forty Five only).” “RESOLVED FURTHER THAT subject to the approval of the Central Government, and in accordance with the provisions of Section 309 of the Act, the recovery of aforesaid excess remuneration paid to Mr. T S Sahney, Managing Director of the Company for the financial year 2008-09, being the amount exceeding the statutory limits laid down under the Act, and arising as a consequence of inadequacy and/ or absence of profits, be and is hereby waived.” “RESOLVED FURTHER THAT any one of Mr. D S Sahney, Director Strategic Sourcing or Mr. S C Rangani, Company Secretary be and are severally authorized to make such application, provide such further information and explanation and to sign, execute and submit the necessary applications, declarations, statements, affidavits, documents as may be required in respect of the aforesaid application made to the Central Government pursuant to the provisions of Section 309 of the Act to give effect to this resolution as required from time to time.” 3

7. To consider and if thought fit, to pass, the following Resolution as a Special Resolution. Waiver of the requirement of repayment of excess remuneration paid by the Company in case of Ms. Harshbeena S. Zaveri, President and Whole Time Director. “RESOLVED THAT pursuant to the provisions of section 98, 269 and 309, and other applicable provisions, if any, of the Companies Act, 956, (“the Act”) read with Part II of Schedule XIII to the Act, as amended from time to time (including any statutory modification or re-enactment thereof, for the time being in force) and subject to the approval of the Central Government, the consent of the Company be and is hereby accorded to ratify and / or approve, the payments made to Ms. Harshbeena S. Zaveri, President and Whole Time Director of the Company in excess of the remuneration payable to Ms. Harshbeena S. Zaveri in accordance with the provisions of Schedule XIII to the Act for the financial year 2008-09; such excess amount amounting to Rs. 5,44,848/- (Rupees Fifteen Lakh Forty Four Thousand Eight Hundred and Forty Eight only).” “RESOLVED FURTHER THAT subject to the approval of the Central Government, and in accordance with the provisions of Section 309 of the Act, the recovery of aforesaid excess remuneration paid to Ms. Harshbeena S. Zaveri, President and Whole Time Director of the Company for the financial year 2008-09, being the amount exceeding the statutory limits laid down under the Act, and arising as a consequence of inadequacy and / or absence of profits, be and is hereby waived.” “RESOLVED FURTHER THAT any one of Mr. D S Sahney, Director Strategic Sourcing or Mr. S C Rangani, Company Secretary be and are severally authorized to make such application, provide such further information and explanation and to sign, execute and submit the necessary applications, declarations, statements, affidavits, documents as may be required in respect of the aforesaid application made to the Central Government pursuant to the provisions of Section 309 of the Act to give effect to this resolution as required from time to time.”

8. To consider and if thought fit, to pass, the following Resolution as a Special Resolution. Approval for payment of remuneration to Mr. T S Sahney, Managing Director. “RESOLVED THAT in accordance with the resolution passed by the members at the 40th Annual General Meeting of the Company held on August , 2005, as modified by the Board of Directors at their meeting held on 7th June, 2007 and pursuant to the provisions of Sections 98, 269, and 309, and other applicable provisions, if any, of the Act read with Schedule XIII to the Act, as amended from time to time (including any statutory modification or re-enactment thereof, for the time being in force), subject to the approval of the Central Government, the consent of the Company be and is hereby accorded for Mr. T S Sahney to continue to remain appointed as the Managing Director of the Company for a period from April 0, 2009 to September 30, 200, on the following broad terms and conditions: (a) A basic remuneration of Rs. 4,50,000 in the grade of Rs. ,00,000 - Rs. 5,00,000. The annual increments which will be effective st October each year will be decided by the Board and will be merit based and take into account the Company’s performance. (b) In addition to the basic salary payable, the Managing Director shall also be entitled to allowances/ perquisites noted below in accordance with the rules of the Company. (i) Housing . 2. Free unfurnished accommodation in case the accommodation is owned by the Company. In case the accommodation is hired by the Company the expenditure by the Company on hiring such unfurnished accommodation for the Managing Director will be subject to a ceiling of 60% of the salary over and above 0% payable by the Managing Director. In case no accommodation is provided by the Company, the Managing Director shall be entitled to house rent allowance subject to the ceiling of 60% of the monthly basic salary. 4

3.

(ii) (iii)

The expenditure incurred by the company on gas, electricity, water and furnishings shall be valued as per the Income-tax Rules, 962. Leave travel assistance Reimbursement of actual traveling expenses to any place in India and return there from in respect of himself and family.

(iv) (v) (vi)

Reimbursement of Medical Expenses Reimbursement of medical expenses for self and family. Personal Accident Insurance Premium not exceeding Rs. 5500/- p.a. Club Fees Reimbursement of membership fees for clubs.

(vii) Provision of car with driver and telephone at residence will not be considered as perquisites. (viii) Contribution to Provident Fund, will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable, under the Income-Tax Act. (c) Commission - Such remuneration by way of Commission at the rate of % for each financial year, in addition to the above salary and perquisites calculated with reference to the net profit of the Company in a particular financial year, as may be determined by the Board of Directors of the Company at the end of each financial year, subject to the overall ceiling stipulated in sections 98 and 309 of the Act, and limited to one year basic salary will be payable to the Managing Director for the relevant financial year. “RESOLVED FURTHER THAT, in the event that during the currency of the tenure of Mr. T S Sahney as the ‘Managing Director’, the Company has no profits or its profits are inadequate, the consent of Company be and is hereby accorded, subject to the approval of the Central Government in this regard, to continue to pay the remuneration as mentioned herein and as determined by the Board of Directors to Mr. T S Sahney without any requirement of Mr. Sahney refunding to the Company, in accordance with the provisions of Section 309 of the Act, such part of the remuneration as agreed herein, which may be in excess of the remuneration payable to him in accordance with the provisions of the Act.” “RESOLVED FURTHER THAT, in the event of absence or inadequacy of profits in the Company as set out above, any one of Mr. D S Sahney, Director Strategic Sourcing or Mr. S C Rangani, Company Secretary be and are severally authorized to seek approval of the Central Government in terms of the provisions of Section 309 of the Act, if required, for waiver of the requirement of refunding by Mr. T S Sahney of such excess monies to the Company.” “RESOLVED FURTHER THAT, if necessary, the Company be and is hereby authorised to make an application in the prescribed form within the prescribed period to the Central Government as per the provisions of Section 269 and Section 309 of the Act for obtaining its approval to payment of remuneration as provided above in the event it exceeds the limits provided in Part I and/or II of Schedule XIII to the Act and any of the Directors of the Company or the Company Secretary be and are hereby severally authorized to execute and sign such forms, writings, give such notice, as may be necessary in this regard.”

9. To consider and if thought fit, to pass, the following Resolution as a Special Resolution. Approval for payment of remuneration to Ms. Harshbeena S. Zaveri, President and Whole Time Director. “RESOLVED THAT in accordance with the resolution passed by the members at the 40th Annual General Meeting of the Company held on August , 2005, and as modified by the Board of Directors at their meeting held on 27th October, 2006, 7th June, 2007 and 30th January, 2009 and pursuant to the provisions of Sections 98, 269, and 309, and other applicable provisions, if any, of the Act read with Schedule XIII to the Act, as amended from time to time (including any statutory modification or re-enactment thereof, for 5

the time being in force), subject to the approval of the Central Government, the consent of the Company be and is hereby accorded for Ms. H S Zaveri to continue to remain appointed as President and whole time director of the Company for a period from April 0, 2009 to April 0, 204, on the following broad terms and conditions: (a) Basic Remuneration - Rs. 2,85,000 in the grade of Rs. 75,000 – Rs. 4,50,000. Annual increments effective st April each year to be decided by the Board and will be merit based and take into account the Company’s performance. (b) Perquisites In addition to the basic salary the perquisites noted below will also be payable. (i) Housing . 2. (ii) (iii) (iv) (v) (vi) Free unfurnished accommodation in case the accommodation is owned by the company. In case no accommodation is provided by the Company house rent allowance subject to a ceiling of 60% of the monthly basic salary.

The expenditure incurred by the company on providing electricity and furnishings for the accommodation shall be valued as per the Income tax rules 962. Leave travel assistance Once in a year, incurred in accordance with the rules specified by the Company, subject to a ceiling of Rs.,00,000-p.a. Reimbursement of Medical Expenses Reimbursement of medical expenses for self and family. Medical/Accident Insurance As per rules of the company. Personal Accident Insurance As per rules of the company with annual premium not exceeding Rs. 4500/-.

(vii) Club fees Reimbursement of membership fees for upto 2 clubs not exceeding Rs. 40,000/- p.a. (viii) Provision of car with driver and telephone at residence will not be considered as perquisites. (ix) Contribution to Provident Fund, Superannuation Fund will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable, under the Income-Tax Act, Gratuity payable will not exceed half a month’s salary for each completed year of service.

(c) Commission - Such remuneration by way of Commission at the rate of % for each financial year, in addition to the above salary and perquisites calculated with reference to the net profit of the Company in a particular financial year, as may be determined by the Board of Directors of the Company at the end of each financial year, subject to the overall ceiling stipulated in sections 98 and 309 of the Act, and limited to half year’s basic salary will be payable to the President and Whole time Director for the relevant financial year. “RESOLVED FURTHER THAT, in the event that during the currency of the tenure of Ms. Harshbeena S. Zaveri as the President and Whole Time Director, the Company has no profits or its profits are inadequate, the consent of Company be and is hereby accorded, subject to the approval of the Central Government in this regard, to continue to pay the remuneration as mentioned herein and as determined by the Board of Directors to Ms. Zaveri without any requirement of Ms. Zaveri refunding to the Company, in accordance with the provisions of Section 309 of the Act, such part of the remuneration as agreed herein, which may be in excess of the remuneration payable to him in accordance with the provisions of the Act.” “RESOLVED FURTHER THAT, in the event of absence or inadequacy of profits in the Company as set out above, any one of Mr. D S Sahney, Director Strategic Sourcing or Mr. S C Rangani, Company 6

Secretary be and are severally authorized to seek approval of the Central Government in terms of the provisions of Section 309 of the Act, if required, for waiver of the requirement of refunding by Mrs. Harshbeena S. Zaveri of such excess monies to the Company.” “RESOLVED FURTHER THAT if necessary, the Company be and is hereby authorised to make an application in the prescribed form within the prescribed period to the Central Government as per the provisions of Section 269 and Section 309 of the Act for obtaining its approval to payment of remuneration as provided above in the event it exceeds the limits provided in Part I and/or II of Schedule XIII to the Act and any one of Mr.D S Sahney, Director Strategic Sourcing or Mr. S C Rangani, Company Secretary be and are hereby severally authorized to execute and sign such forms, writings, give such notice, as may be necessary in this regard.” By Order of the Board S C Rangani Secretary

June 2, 2009 Notes

. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies in order to be effective, must be received by the Company not less than 48 hours before the meeting.

2. The Register of Members of the Company and Transfer Books thereof will be closed from 5th August, 2009 to 2th August, 2009 (both days inclusive). 3. i) The dividend after declaration, will be paid to those sharehoders whose names appear in the Register of Members after giving effect to all valid share transfers in physical form lodged with the Company on or before 4th August 2009.

ii) In respect of shares held in electronic form, to those “deemed Members” whose names appears on the statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) at the end of business hours on 4th August 2009. iii) Members and all others concerned are requested to lodge transfer deeds, change of address communication, mandates (if any) with the Company’s Share Transfer Agents M/s. Mondkar Computers Pvt. Ltd., 2, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai 400 093 before 4th August, 2009.

4. The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the depositories for depositing dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. In the absence of ECS facilities, the company will print the bank account details if available, on the payment instrument for distribution of dividend.

EXPLANATORY STATEMENT PURSUANT TO SECTION 192A(2) and 173(2) OF THE COMPANIES ACT, 1956.
Item No: 6 Waiver of the requirement of repayment of excess remuneration paid by the Company in case of Mr. T S Sahney, Managing Director. The members at the 40th Annual General Meeting of the Company held on August , 2005, had approved the appointment and remuneration of Mr. T S Sahney as a Managing Director of a Company for a period of five years w.e.f. October 0, 2005. Thereafter the Board of Directors at their meeting held on 7th June, 2007 had enhanced the remuneration for all whole time directors in line with market levels. Due to inadequacy and absence of profits during the year 2008-09, the managerial remuneration paid to Mr. T S Sahney was in excess of the maximum permissible limit as prescribed under Schedule XIII of the Act. Reasons for absence of profit / inadequate profit have been set out in detail elsewhere in this Explanatory Statement. 7

The excess remuneration paid to Mr. Sahney Rs. 28,8,045/- (Rupees Twenty Eight Lakh Eighty One Thousand Forty Five only) (excluding contribution to provident fund for the financial year 2008-09.) As per the provisions of Section 309 of the Companies Act, 956, any remuneration paid to a director in excess of the maximum remuneration payable to him in accordance with the provisions of Schedule XIII of the Companies Act, 956 is required to be refunded by the director to the Company, unless such requirement is waived by the company pursuant to receipt of permission from the Central Government. The Board of Directors at its meeting held on 2nd June, 2009, have considered the extensive expertise of Mr. T S Sahney in the industry, his significant contribution to the growth of the Company and the fact that the remuneration paid to him is clearly justified by his long experience and achievements and have accordingly ratified, confirmed and approved, subject to the approval of the shareholders and of the Central Government, the payment of aforesaid remuneration, in excess of the limits prescribed under Schedule XIII of the Act and have decided to waive the recovery of the excess remuneration paid to Mr. T S Sahney, subject to approval of the Central Government in this regard. An application in this regard, will be made to Central Government for seeking its approval for waiver of the requirement for recovery of excess remuneration paid to Mr. T S Sahney. The Board of Directors recommends the passing of this resolution. No other director except Mr. T S Sahney, Ms. H S Zaveri and Mr. D S Sahney is interested in passing of the resolution to the extent of the excess remuneration paid to Mr. T S Sahney. Item No : 7 Waiver of the requirement of repayment of excess remuneration paid by the Company in case of Ms. Harshbeena S. Zaveri, President and Whole Time Director. The members, at the 40th Annual General Meeting of the Company held on August 3, 2005, had approved the appointment and remuneration of Ms. Harshbeena S. Zaveri, President and Whole Time Director of the Company for a period of 5 years w.e.f. April 0, 2005. Thereafter the Board of Directors at their meeting held on 27th October, 2006 and 7th June, 2007 had enhanced the remuneration for all whole time directors in line with market levels. Due to inadequacy and absence of profits during the year 2008-09, the managerial remuneration paid to Ms. Zaveri was in excess of the maximum permissible limit as prescribed under Schedule XIII of the Act. Reasons for loss of profit / inadequate profit have been set out in detail elsewhere in this Explanatory Statement. The excess remuneration paid to Ms. Zaveri was Rs. 5,44,848/- (Rupees Fifteen Lakh Forty Four Thousand Eight Hundred and Forty Eight only) (excluding contribution to provident fund and superannuation scheme for the financial year 2008-09.) As per the provisions of Section 309 of the Companies Act, 956, any remuneration paid to a director in excess of the maximum remuneration payable to him in accordance with the provisions of Schedule XIII of the Companies Act, 956 is required to be refunded by the director to the Company, unless such requirement is waived by the company pursuant to receipt of permission from the Central Government. The Board of Directors at its meeting held on 2nd June, 2009, have considered the extensive expertise of Ms. Zaveri in the industry, her significant contribution to the growth of the Company and the fact that the remuneration paid to her is clearly justified by her long experience and achievements and have accordingly ratified, confirmed and approved, subject to the approval of the shareholders and of the Central Government, the payment of aforesaid remuneration, in excess of the limits prescribed under Schedule XIII of the Act and have decided to waive the recovery of the excess remuneration paid to Ms. Harshbeena S Zaveri, subject to approval of the Central Government in this regard. An application in this regard, has already been made to Central Government for seeking its approval for waiver of the requirement for recovery of excess remuneration paid to Ms. Harshbeena S Zaveri. The Board of Directors recommends the passing of this resolution. No Director of the Company except Ms. H S Zaveri, Mr.T S Sahney and Mr.D S Sahney is interested in passing of the resolution to the extent of the excess remuneration paid to Ms. H S Zaveri. 8

Item No : 8 Approval for payment of remuneration to Mr. T S Sahney, Managing Director. As the members are aware, Mr. T S Sahney was appointed as a ‘Managing Director’ of the Company for a period of 5 years with effect from October 0, 2005 at an Annual General Meeting of the Company held on August , 2005. Due to inadequacy and absence of profits, the Board of Directors of the Company, at their meeting held on 2nd June, 2009, have considered, and subject to approval of members, approved the continuation of his tenure for the period from April 0, 2009 to March 3, 200 and have approved the continuation of the payment of the remuneration presently being paid to Mr. T S Sahney without the requirement of refund by Mr. T S Sahney in accordance with the provisions of Section 309 of the Act of any amounts paid to Mr. T S Sahney, which may be in excess of the remuneration payable to Mr. T S Sahney in accordance with the terms of Part II of Schedule XIII of the Act. This Resolution seeks to obtain the Members’ and Central Governments’ approval for continuation of Mr. T S Sahney as the Managing Director of the Company and continuation of payment of remuneration to Mr. T S Sahney as set out in the resolution. This may be treated as an abstract of the terms and conditions governing the appointment of Mr. T S Sahney as the Managing Director of the Company. No Director of the Company except Mr. T S Sahney, Ms. H S Zaveri and Mr. D S Sahney is concerned or interested in this Resolution. The Board of Directors of the Company recommend the passing of this Special Resolution. Item No: 9 Approval for payment of remuneration to Ms. Harshbeena S. Zaveri, President and Whole Time Director. As the members are aware, Ms. Harshbeena S. Zaveri was appointed as the President and Whole Time Director of the Company for a period of 5 years with effect from April 0, 2005 at an Annual General Meeting of the Company held on August , 2005 on the terms and conditions set out therein. At the Board meeting held on 30th January, 2009 the Board of Directors have approved the re-appointment of Ms. H S Zaveri as President and Whole time director for a further period of 5 years w.e.f.st April, 2009 to 3st March, 204 on the terms and conditions including remuneration as approved at the Board meeting held on 7th June, 2007. Due to inadequacy and absence of profits, the Board of Directors of the Company, at their meeting held on 2nd June, 2009, have considered, and subject to approval of members, approved the continuation of her tenure for the period from April 0, 2009 to March 0, 204 and have approved the continuation of the payment of the remuneration presently being paid to Ms. Harshbeena S Zaveri without the requirement of refund by Ms. Harshbeena S Zaveri in accordance with the provisions of Section 309 of the Act of any amounts paid to Ms. Harshbeena S. Zaveri, which may be in excess of the remuneration payable to Ms. Harshbeena S Zaveri , which may be in excess of the remuneration payable to Ms. Harshbeena S Zaveri in accordance with the terms of Part II of Schedule XIII of the Act. This Resolution seeks to obtain the Members’ and Central Governments’ approval for continuation of Ms. Harshbeena S Zaveri as the President and Whole Time Director of the Company and continuation of payment of remuneration to Ms. Harshbeena S Zaveri as set out in the resolution. This may be treated as an abstract of the terms and conditions governing the appointment of Ms. Harshbeena S Zaveri as the President and Whole Time Director of the Company. No Director of the Company except Ms. Harshbeena S Zaveri, Mr. T S Sahney and Mr. D S Sahney is concerned or interested in this Resolution. The Board of Directors of the Company recommend the passing of this Special Resolution. Reasons for inadequacy of profits in FY 2008-09 . Automotive sector demand turned sluggish as a result of the global economic slowdown. 2. Operating profits hit by: 9

a) Sharp increase in costs of materials consumed owing to high commodity prices, particularly of steel and oil based inputs b) rising employee costs partially absorbed as production volumes showed negative growth.

3. Investments in enhanced production capacities remained partially utilized owing to downturn in demand but resulted in higher charge for depreciation. 4. Exchange loss incurred arising from unexpected volatility in currency movements. 5. Higher requirement of capital employed in the business to nurse the increased inventories, slowdown in collections and additional debt incurred for financing capacity enhancements resulted in higher interest charges. The Board of Directors are of the view that the adverse factors have started correcting in the current financial year – demand is showing signs of sustained improvement, commodity prices have stabilized at more reasonable levels, interest rates have eased and currency movements have been favourable with the INR showing strength with the improved prospects for the Indian economy. The fundamental parameters for the company are sound and considering its past financial performance, the company expects to have adequate profits for the current financial year.

Notes on Directors seeking re-appointment As required under Listing Agreement, particulars of Directors who are to be re-appointed are given below: . Name Date of Birth Qualifications Experience Dr. P D Ojha 0.07.929 B.A (Econ) M.A (Advanced Econ), Ph.D (Economics) 56 years experience post qualification, as Professor and Head of Economics Dept. Held key positions with The Reserve Bank of India from where he retired as Deputy Governor 03.06.99 Non Executive and independent 0097340 Weizmann Ltd-Chairman KJMC Investment Trust Co.Ltd. Weizmann Ltd-Member Audit Committee Nil Mr. D S Sahney 7..968 Bachelor of Arts degree (Business Administration & Economics) from Richmond College,London and Master in Business Administration (General management) from the Asian Institute of Management (Phillipines) 6 years May 200 Executive and Non independent (Promoter) 00003956 None

Director Since Category DIN List of other Directorships Membership in Committees in other companies No. of shares held 2. Name Date of Birth Qualifications

Experience Director Since Category DIN List of other Directorships

Membership in Committees None in other companies No. of shares held June 2, 2009 0 752300 By Order of the Board S C Rangani Secretary

DIRECTORS’ REPORT
To The Members NRB BEARINGS LIMITED Mumbai Your Directors have pleasure in presenting their Fortyfourth Annual Report together with Audited Accounts for the year ended 3st March, 2009. . Financial Results Profit before providing for Depreciation and taxation Less: Depreciation Provision for taxation Current (net) Deferred FBT Profit after taxation Add: Balance brought forward Appropriation: Dividend Tax on distributed profits General Reserve Profit & Loss Account Year ended 31st March, 2009 Rs. lacs 2855.53 939.47 280.07 29.67 80.00 426.32 257.3 2997.63 775.38 3.78 50.00 2040.47 2997.63 Year ended 3st March, 2008 Rs. lacs 6980.46 796.84 650.00 97.37 85.00 335.25 95.92 4267.7 63.07 97.66 335.3 257.3 4267.7

2. Dividend

Directors recommend dividend of Rs. .60/- per equity share of Rs.2/- (Rs. 2.40 per share for previous year) payable to members/beneficial owners as per the Register of Members as applicable aggregating Rs. 907.6 lacs. Operations ales (net of excise duty) for the year ended 3st March, 2009 were Rs. 29074 lacs as against Rs. 3242 S lacs in the previous year, a decrease of 9.5%. Profit before tax (PBT) was at Rs. 96 lacs as compared to Rs. 584 lacs in 2007-08, down by 82.3%. After providing for current and deferred taxes, the Profit after tax (PAT) was Rs. 426 lacs (Rs. 335 lacs in 2007-08), down by 87.3%. 2008-09 began on a buoyant note – the initial market parameters were encouraging and reflected the multidimensional strengths of our domestic economy. However, as the year unfolded, global markets were subject to developments such as volatility in crude oil prices, inflationary pressures, particularly commodity prices, and later on, the sub-prime crisis in the US. Over the last 2 quarters of the year, an economic slowdown enveloped the whole world and India has also been impacted, witnessing a moderation in growth. Corrective action by the Government & RBI managed to contain the inflationary spiral and spur growth. Business confidence is returning and most believe that the fundamentals of emerging India’s growth story are intact. 

3.

During the year, in spite of the global meltdown affecting demand from international customers, exports could register a growth of 25%. The company is continuing its product development initiatives for the new platforms of its international customers, though a sharp recovery in demand is expected only in the financial year 200-. As required under the new Accounting Standards, related party transactions, calculations of earnings per share, provision of deferred tax liability and consolidated accounts of the company and its subsidiaries are made a part of the Annual Report. Public Deposits The company has not taken fixed deposits during the year. There are no unclaimed deposits.

4.

5. Directors Dr. P D Ojha and Mr. D S Sahney retire by rotation pursuant to Article  of the Articles of Association and are eligible for reappointment.

6. Subsidiaries and Joint Venture Company As of 3st March, 2009 the company has two subsidiaries viz. SNL Bearings Ltd (SNL) and NRB Bearings (Thailand) Ltd. The consolidated results include the working of these subsidiaries and of the joint venture company Schneeberger (India) Pvt. Ltd. SNL Bearings has reported a lower PAT of Rs.00 lacs (previous year Rs. 275 lacs) and has been affected by the slow down in demand. NRB Bearings (Thailand) Ltd. has incurred a loss of THB 9.85 million (Rs. 269 lacs). Commercial production is expected to commence during the first half of 09-0. Schneeberger (India) Pvt. Ltd. has, for the financial year ended 3st December, 2008, net revenue of Rs. 35.35 lacs and a PAT of Rs. 0.62 lacs. Dividend @32.5% has been declared for the year.

7. Information regarding employees Information pursuant to Section 27 (2A) of the Companies Act, 956 read with the Companies (Particulars of Employees), Rules, 975 forms part of this report.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo Information required as per Section 27()(e) of the Companies Act, 956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 988 has been given in the Annexure forming part of this report.

9. Industrial Relations During the year the company maintained cordial relations with the workmen’s unions at all plants.

0. Safety, Health and Environment The company’s plants at Thane, Aurangabad, Waluj, Hyderabad and Jalna have already been awarded internationally recognized external certification viz. ISO400:2004 (for adherence to environmental processes), OHSAS:800:999(for Health & Safety) and ISO/TS:6949:2002 (quality management) The commitment to the environment extends beyond legal compliance requirements and initiatives are underway across the company’s locations to minimize the consumption of natural resources and reducing waste and emissions. Energy and water management practices are being continuously upgraded and include greening programmes, rainwater harvesting, vermiculture, treatment plants, etc. Acoustic enclosures have been provided for noise reduction and natural wind ventilators installed to improve ventilation.

2

Safety is accorded the highest priority by the company. A clear safety policy, several training programmes and communication tools have been put in place. Projects are continuously identified for improvements and worker participation and regular visits undertaken by safety committee members to units in the auto sector. TPM techniques like Poka Yoke (mistake proofing), photo-electric safety guards, two hand switch operations, gas and fumes detection systems are being implemented on machines to minimize accidents. Training and competence programmes are conducted to educate and create awareness amongst employees, their families and the company’s contractors.

. Corporate social responsibility Your company has always believed in and worked towards “inclusive growth”- improving the quality of life of the people we touch and in the communities where we operate. The company values its partnership with the local authorities (adoption of ITI’s at Jalna, Ambad, Gangapur and Devulgaonraja) and supports the IMC World Bank project for upgradation of ITI’s at Usmanbad and Nilanga contributing to the skills development of locals. The company is one of the co sponsors in a project launched by TERI (The Energy and Resources Institute, Mumbai) to target 2000 children from 20 municipal schools in and around Mumbai in an environment education and awareness project-global warming, biodiversity, water, waste and energy.

2. Corporate governance Pursuant to clause 49 of the listing agreements with the stock exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. The Code of Conduct for Directors and Senior Management personnel of the company, as approved by the Board, has been affirmed on an annual basis by all the Directors and the Senior Management personnel of the Company. The relevant certification on the various matters specified under paragraph V of clause 49 has been done by the Managing Director and the Sr. VP Finance & Co.Secretary of the Company. In the context of mandatory requirement to present consolidated accounts, which provides members with a consolidated position of the company including subsidiaries, at the first instance, members are being provided with the Report and Accounts of the company treating these as abridged accounts as contemplated by Section 29 of the Companies act,956. We have provided the abridged balance sheet and the abridged profit and loss account of the subsidiary companies to the members. Copies of the unabridged balance sheet, unabridged profit and loss account and other documents annexed to the same shall be made available for inspection at the registered office of the company. Members desirous of receiving the full Report and Accounts of the subsidiaries will be provided the same on receipt of a written request from them. This will help save considerable cost in connection with printing and mailing of the Report and Accounts.

3. Directors’ responsibility statement In accordance with Section 27(2AA) of the Companies Act, 956, the Directors state that: i. in the preparation of annual accounts, all applicable accounting standards have been followed and no material departures have been made from the same;

ii. accounting policies as listed in the Schedule 9 to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 3st March, 2009 and of the profit of the Company for the accounting year ended on that day; iii. proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; iv. the Annual Accounts have been prepared on a going concern basis. 3

4. Audit Qualification The Auditor’s Report for the year ended 3st March’2009 draws attention to note (a) of Schedule 20 that inadequate profits during the year have resulted in excess remuneration of Rs. 44.26 lacs having been paid to the Managing Director and one Wholetime Director considering the provisions of Sections 98 and 269, read with Schedule XIII of the Companies Act,956. Such payment requires the approval of shareholders by way of special resolution, which is proposed in the notice for the ensuing AGM, and the prior approval of the Central Government, which application shall be made by the company after obtaining shareholders approval. The Board of Directors are of the view that the financial results for the year have been affected by the unprecedented global meltdown and the unexpected volatility in currency movements.The fundamental parameters for the company are sound, the adverse factors have started correcting in the current financial year and considering the past financial performance of the company the necessary approvals should be forthcoming.

5. Auditors M/s. A F Ferguson & Co. retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommends the reappointment of M/s A F Ferguson & Co., Chartered Accountants, as the Auditors of the Company.

6. Acknowledgement The Directors place on record their appreciation of the enthusiasm and unstinting efforts rendered by employees at all levels. The Directors also wish to acknowledge with thanks all other stakeholders for their cooperation and sustained support. Your company will continue in its endeavour to build and nurture these strong links with all its partners, based on mutuality, respect and cooperation with each other. Your Directors look forward to the future with confidence. On behalf of the Board

Mumbai : June 2, 2009

T S Sahney Chairman

4

ANNEXURE TO DIRECTORS’ REPORT
Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988. A. Measures taken for Conservation of Energy The company has always been conscious of the need for conservation of energy. Efforts for conservation of energy in all areas are made on a continuous basis- maximizing use of daylight, using energy efficient lamps, optimum utilization of furnaces, providing variable speed drive for motors on machines, arresting leakages in compressed air piping and electrical systems and use of alternate fuel in assembly. The major areas where specific energy conservation measures have been implemented during the year are :• • • • • • At all plants the power factor is continually monitored and maintained in the range of 0.98 to .00 resulting in substantial savings in energy bills by way of rebates from the State Electricity Boards. At Jalna, usage of energy efficient lamps and motors have resulted in annual savings of Rs..45 lacs. At Waluj, use of energy efficient lights and fitting of variable frequency drives have given annual savings of Rs. 0.86 lacs. At Hyderabad,cooling water circulation pumps changed to 3 HP from 7.5 HP and air leakages arrested. Annual savings of Rs. 4.5 lacs. At Thane, usage of Thyrister controls and auto ignition systems on furnaces and natural wind ventilators have resulted in power savings of Rs..09 lacs and LPG savings of Rs. 0.3 lacs. At Aurangabad reduction in LPG consumption by change of process to the tune of Rs. .95 lacs annually.

B.

Technology Absorption, Research & Development (R & D) The company has a continuing programme to enhance its range of products to meet the future needs of the evolving market by providing a strong proposition for its customers. As part of this programme, its engineering and technology development centers have carried out improvements as detailed below:

Specific areas in which R&D Main thrust during the year was on : is carried out by the company New product development Contact stress analysis/dynamic analysis capability enhanced using FEM technology Standardisation of material and quality specifications – usage of material to improve impact strength, new lubricants for use in adverse conditions, plastic cages for high temperature applications Developed competencies on surface engineering and coatings Application based calculation capability, simulation and testing Benefits derived as a result of There was quantum jump in new product development – 20 new sizes, the above R&D special welded cage CRBs, intricate transmission components (thick shell), self locking thrust bearings, progressive tools for sheet metal parts and alternate tool material for rapid development. To improve product life, alternate specifications for raw materials have been worked out. Chemical laboratory set up for testing all types of components and identifying heavy hazardous materials for meeting global environmental requirements. Technical papers on bearing finite simulation, dynamic impact load, metal forming and thrust bearing contact, published. Future plan of action New product development Self locking polyamide cages, special double series cylindrical roller sandwich bearings Testing of bearings in oscillating condition System for life long lubrication and rust prevention Planning rapid prototype development shop for compressing NPD time. During the year an amount of Rs. 25. lacs has been incurred on revenue and Rs. 44.72 lacs on capital account for R & D expenses. 5

Expenditure on R&D

C. Foreign exchange earnings and outgo Foreign exchange earnings Rs. 4540 lacs Foreign exchange outgo Rs. 4657 lacs Information pursuant to Section 27(2A) of the Companies Act, 956 read with the Companies (Particulars of Employees), Rules, 975
Name, Qualifications & Designation (Age) Experience (8) 62 (49) 22 (40) 6 (60) 38 (56) 32 (52) 3 (55) 3 47 (24) 56 (32) 53 (3) (43) 2 (5) 25 (42) 5 (53) 29 Date of Comm. of Emplmt. 7.7.966 0.0.987 Oct 993 22.02.993 5.07.99 04.03.996 Remuneration Rupees 82,2,045 72,68,248 Last Employment

Mr. T S Sahney, M.A Chairman & Managing Director Ms. H.S.Zaveri, A.B(USA) President Mr. D S Sahney, BBA (UK), MBA BBA (UK), MBA Director-Strategic Sourcing Mr. S.C.Rangani, BCom,MMS,ACS Sr.V P Finance & Co.Secretary Dr. S M Singhi, BSc,LLM,PH.d (Law) BSc,LLM,PH.d (Law) V P Personnel Mr. A S Kohli ** BE (Mechanical),PGDIM VP-Special Projects Mr. A Chaudhuri, B.Tech.PGDBM B.Tech.PGDBM Sr.V P Operations Mr. R Sen, BE (Mech.), PGCGM BE (Mech.), PGCGM V P Sales & Marketing Mr. R Matkar, B.E (Mech.), (M.E. Prod.) B.E (Mech.), (M.E. Prod.) V P Projects & Logistics Mr. P Ray, B.E (Mechanical) B.E (Mechanical) V P Engineering Mr. M N Shintre * BE,MMS,Grad ICWA V P Finance Mr. B.D. Patil * BSc., MLS V P HR Ms. J Sharma * BCom,CA,CPA, VP-CFO Mr. H H Kamping (Degree in Mech.Engg.) Degree in Mech.Engg.) V P International Business Development

-

52,3,50 Trainee Credit Lyonnais Bank, 59,75,90 GM-Finance & Systems Poysha Ind. Co.Ltd. 3,2,846 Sr. Manager-HR Lloyds Steel Indus.Ltd 4,70,70 General Manager Coventry Spring & Engg. Co.Ltd. 40,80,450 Chief (Operations & Tech. Services) Tata Steel Ltd, (Bearings Divn) 33,35,090 GM-Western Region Lucas India 28,30,840 Vice President (SC & Sourcing) Celetronix (India) 27,6,596 Head of Design & Development Tata Steel Ltd, (Bearings Divn) 4,35,25 V P Finance & IT Tata Autocomp Systems Ltd. 8,04,240 Head HR Modern Foods Ltd., New Delhi 77,79 Global Manager-Finance, SKF Asia Pacific Pvt.Ltd. ,02,82,859 Chief Engineer Automotive Timken, Halle/West Falen

0.07.2006

0.04.2005 02.08.2005 9.07.999

07.05.2007

29.05.2007

23.03.2009 .06.2007

* Part of the year ** On secondment to NRB Bearings (Thailand) Ltd. The nature of employment is contractual and terms of remuneration are governed under Board and Members’ resolutions. Gross remuneration includes salary, bonus, commission, company’s contribution to provident fund and superannuation scheme, allowances, perquisites, leave encashment as applicable but excludes contribution to gratuity fund made on the basis of actuarial valuation. On behalf of the Board

Mumbai : June 2, 2009

T S Sahney Chairman 6

CEO/CFO CERTIFICATION
The Managing Director (CEO) and the Sr. V P Finance & Company Secretary (CFO) of NRB Bearings Ltd hereby certify to the board that: a. we have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations

b. to the best of our knowledge and belief there are no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct. c. we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operations of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. d. we have indicated to the auditors and the Audit Committee: (i) significant changes in internal control over financial reporting during the year; (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (iii) there are no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Mumbai : June 2, 2009

T S SAHNEY Managing Director (CEO)

S C RANGANI Sr. VP Finance & Co. Secretary (CFO)

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for all Board Members and Senior Management personnel and the same has been placed on the Company’s web site. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct in respect of the financial year ended 3st March, 2009. T S Sahney Chairman

Mumbai : June 2, 2009

7

MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS REVIEW The company is in the ball and roller bearing business and is the only manufacturer in India making all the broad types of bearings viz. ball bearings, needle/cylindrical/spherical/tapered/thrust roller bearings. The annual production of the domestic organized sector has marginally declined by % at Rs. 2840 crores for the year 2008-09. Your company’s market share in the domestic organized sector is 0.25%. After the sub-prime crisis in the US and collapse of some of the world’s largest financial institutions, India has also been witness to a relative economic slowdown and several key sectors, the automotive sector included, are experiencing a significant dip in growth. Coupled with sagging economic confidence, uncertainty in the job markets, high inflation and constrained availability of finance due to high interest rates, the automotive sector demand turned sluggish as buyers adopted a wait-and-watch attitude. The first half of the year was characterized by high commodity prices and other costs, whilst growing inflation was a concern. Faced with tough economic challenges, the Government responded, initially with measures to curb inflation, and thereafter with a stimulus package cutting cenvat rates, exempting imports from CVD & SAD and increasing public expenditure for infrastructure projects worth USD 4 billion equivalent to 0.7% of GDP . RBI also responded vigorously to the global financial crisis by boosting liquidity to the tune of Rs 300,000 crores and by easing monetary policy. While it is not possible to fully escape the impact of the global financial meltdown, the Indian economy is better placed than many to withstand the shock, given that it is driven more by domestic consumption, has a sound banking system, a young population and a strong savings culture. Therefore, although growth maybe relatively muted in the range of 6-6.5% in the next 2 years, the future prospects for sustained growth remain very bright. During 2008-09, the automotive industry, the largest consumer of quality bearings, has witnessed negative growth in some segments. Tabled below are growth estimates for 2009-0 projected by the company, after assessing demand forecasts with all major OEMs: Vehicle Production (Nos) User Industry 2-Wheelers Motorcycle Scooter Mopeds Total 3-Wheelers Passenger Cars MUV/MPV HCV/MCV LCV Tractors Total FINANCIALS Turnover, net of excise duty, decreased by 9.5% to Rs. 29074 lacs from Rs. 3242 lacs in 2008-09. Domestic sales decreased by 3.8% from Rs.28607 lacs to Rs. 24656 lacs while exports increased by 25% to Rs. 449 lacs from Rs. 3535 lacs in 2007-08. The table below sets forth the key expense items as a percentage of net revenues for 2007-08 and 2008-09. The relentless increase in global steel prices sharply increased costs of materials consumed negating the operational efficiencies and cost cutting initiatives. The negative growth in volumes led to Employee costs moving upwards blunting productivity improvements. 8 2008-09 2007-08 % growth 4.59 7.67 .09 4.81 0.07 6.35 -8.40 -34.72 -.60 .42 2.87 % growth (2009-0 Est) 2 7 2  2 2   2

680,964 57,432 435,53 8394,909 50,030 56,79 32,906 92,537 224,589 352,000 11,503,762

6503,532 074,933 430,827 8009,292 500,660 426,22 35,37 294,957 254,049 346,000 11,182,541

Source : SIAM for 2007-08 and 2008-09 production data and company estimates

Percentage of Turnover Year ended March 31 2009 Turnover (net of excise duty) Expenditure: - Material (Including change in stock)* - Employee Cost - Manufacturing and Other expenses (Net) Total Expenditure Profit before Depreciation, Interest, Foreign Exchange Loss/(Gain) and Tax Depreciation Interest (Net) Foreign Exchange Loss/(Gain) Profit before Exceptional Items and Tax * Increase in the price of steel inputs 29074(00%) 50.7 8.90 4.2 83.82 6.8 6.67 3.02 3.34 3.5 2008 3242 (00%) 46.23 6.72 4.09 77.04 22.96 5.59 .69 (0.45) 6.3

Benchmarked against other large players in the domestic bearings industry, your company’s performance compares unfavourably this year as: - substantial exchange loss has been incurred by NRB - investments have been made in creating production capacities which have remained partially utilized owing to the downturn, resulting in higher depreciation and interest costs. - Competitors engage in trading activities/supply to their collaborator owned plants which adds to their production volumes and they have relatively debt-free operations
Ratio / Year Ended Operating Profit (PBDIT) to Net Sales - % RONW - PAT/NetWorth ROCE - PBT/Cap Employed EPS * SKF 31.12.2008 2.83 9.78 30.02 24.20 FAG 31.12.2008 23.2 23.77 35.87 57.60 TIMKEN 31.12.2008 22.98 7.84 26.23 8.32 NRB 31.03.2009 6.8 2.32 2.80 0.88

* For SKF, FAG and Timken F.V.Rs.0/- per share and for NRB F.V.Rs. 2/- per share

ECONOMIC VALUE ADDITION EVA is residual income after charging the company for the cost of capital provided by the lenders and shareholders. It represents the value added to the shareholder by generating operating profits in excess of the cost of capital employed in the business.
Rs. In Lacs EVA EBIT Less: Adjusted Tax NOPAT (Net Operating Profit less tax) Equity Debt Total Invested Capital Post Tax Cost of Debt % Cost of Equity % Weighted Average Cost of Capital % (WACC) Weighted Average Cost of Capital (WACC) EVA (NOPAT – WACC) 2008-09 793 60 83 7450 2983 30433 7.20 0.50 9.0 2770 -587 2007-08 5727 947 3780 8062 0792 28854 5.44 0.50 8.6 2484 296

Notes : Tax calculation excludes deferred tax and is adjusted for tax shield on interest. Cost of equity is based on cost of risk free return equivalent to yield on long term government bonds @ 6% p.a. plus equity premium adjusted for company’s beta variant. The equity premium is assumed @ 9% while the beta is considered at 0.5.

9

The company’s EVA, which is a real measure of shareholders’ value creation, has declined during the year, on account of the pressure on profitability margins. Operating profits during the year have been hit by the unprecedented rise in steel and oil-based inputs. Capital employed in the business went up owing to the higher working capital employed to nurse the increased inventories and slowdown in collections plus the debt incurred to finance capacity enhancements. The combined effect of these factors has resulted in negative EVA for the financial year.

SEGMENT WISE PERFORMANCE
Your company has only one significant reportable segment of ball and roller bearings as the primary business segment. The assets and liabilities of the company are all expended towards this business segment.

OPPORTUNITIES AND THREATS
OPPORTUNITIES – Road and infrastructure development programs are expected to continue.As part of its fiscal stimulus package the Government has already made clear its continuing focus on infrastructure – from power and oil & gas to roads, ports and airports. As per planning commission estimates, the Government has planned investments of USD 33 billion for the oil and gas sector, USD 40 billion for improving road and railway infrastructure, USD 8 billion for ports and USD 0 billion for airports, aggregating USD 00 billion. This infrastructure spending will lead to growth in the manufacturing sector with the consequential linkage to our industry. This will give impetus to people movement and to movement of goods by reducing per tonne-km transportation costs. A vibrant domestic auto industry is vital for the growth of the Indian economy and the Government has already A vibrant domestic auto industry is vital for the growth of the Indian economy and the Government has already moved towards cenvat cuts, lower interest rates and easier access to financing, special higher depreciation for commercial vehicles purchased and special scheme for new buses purchased by the state transport undertakings. These measures have boosted demand during Q4 and resulted in renewed confidence about a revival of demand. With a wide product range and enhanced manufacturing capacities already in place, the company is in a With a wide product range and enhanced manufacturing capacities already in place, the company is in a position to take advantage of this revival. The global meltdown has led to overall cost reductions for all steel/oil based inputs which will ease the margin pressures for supplies to the domestic industry and also permit more competitive pricing to price- conscious global majors looking to source their auto component requirements from India. Your company is well positioned to benefit as over the past few years it has focused on implementing best-in-class production systems, technology development, slashing cost while upgrading quality and scaling up of its manufacturing facilities. Your company has already established its credentials as a cost-effective, reliable supplier to marquee global OEMs in Europe and will continue to benefit from such business. lowing demand from the automotive industry coupled with slowing other industry demand, in the event of S any slackness in the implementation of the various infrastructure projects, could result in stiff competition within the bearings industry in India and with global auto components suppliers. This would adversely affect the company’s utilization of resources. Spurious/ counterfeit product supplies of inferior quality and which are unsafe and unreliable in use, continue to attract the price- conscious replacement market which accounts for 25- 30% of the total demand for the industry, in spite of industry-wide efforts to thwart the unscrupulous suppliers. In tandem with the growth witnessed by the auto sector in India, many OEMs set up procurement offices in China – to cut costs as well as put pressure on Indian suppliers to price their products reasonably. The standard catalog mass-market products which do not require customization have also impacted replacement markets. Dumping by China, at an average 35% lower landed price than locally sourced components, has resulted in imports from China growing at a CAGR of 00% over the past 3 years,according to ACMA. As most of your company products are ‘specials’, modified to suit customer needs, it may not as adversely affect your company. Availability of finance is one of the most significant factors influencing demand for vehicles and tractors. Around 95% of commercial vehicles and tractors, 65%-75% of 2 wheelers and passenger cars are financed through loans. Bankers have to overcome their risk-aversion for the auto sector in terms of both cost of financing and availability. 20



– –

THREATS –







To weather the tough times, coupled with a strategic operational focus, the company shall tap all emerging opportunities, leverage its wide range of products and its Engineering capabilities and prime its sourcing and purchasing capabilities. The company remains committed towards continuous process improvements through implementing TPM and other latest techniques in production, quality and process management. INTERNAL CONTROL SYSTEMS AND ADEQUACY Based on the nature of the business and size of operations the company has in place adequate systems of internal control and documented procedures covering all financial and operating functions. These controls have been designed to provide for – – – – – Accurate recording of transactions with internal checks and prompt reporting Safeguarding assets from unauthorized use or losses Compliance with applicable statutes, and adherence to management instructions & policies Effective management of working capital Monitoring economy and efficiency of operations

A reputed external audit firm carries out periodical audits at all plants and of all functions and bring out deviations from laid down procedures. The process also involves review of existing risks and controls including recommendations to strengthen business processes. The observations arising out of audit are reviewed, in the first instance by the respective HODs and plant/functional heads and compliance is ensured. Further corrective action plans are drawn up to build business processes which will eliminate repetition of deviations. The highlights of these reports are presented to the Audit Committee, who reviews the significant audit observations along with the actions initiated and reports to the Board periodically. HUMAN RESOURCE AND INDUSTRIAL RELATIONS During the year, at Chikalthana (Aurangabad) Plant the company has entered into a production linked wage settlement –wage rise and incentive payment was linked to overall production volume increase + per man output in a shift. Consequent to the economic slowdown, as overall production volumes declined and lower wage increase/incentive became payable, the union has challenged management action and approached the Industrial Court for relief. Industrial Court, while not granting interim relief, has asked both groups to lead evidence. At Hyderabad,Waluj and Thane plants as the current settlements have expired, the IR teams have been discussing with the unions and has been impressing on them the need for their co-operation in improving productivity levels at all plants, without which the company would be unable to retain its competitive edge as a global supplier. The primary focus of IR during the current year will be on the engaging, motivating and improving the productivity of blue collar employees. Rationalising employee costs is increasingly a business imperative for Indian companies facing a variety of challenges – uncertain market conditions, rising inventories, high number of employees and a bloated wage bill(reflecting the excesses of the past). This has to be achieved while still being perceived as an ‘employer of choice’, retaining people, training them and valuing them as positive contributors. Attrition may not be an immediate issue but retention and development of key talent will prove to be a long-term competitive advantage. Competitive success is achieved through people and the workforce is indeed an increasingly important source of competitive advantage. The role of HR has become critical to communicate clearly the NRB HR philosophy, reduce uncertainty and manage people effectively – • • encouraging people to think differently. moving from a mere training intervention approach to a learning solution oriented organization, where efforts are directed towards acquiring strategic future critical skills.

CAUTIONARY STATEMENT Statements in this Management Discussion and Analysis describing the company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied. 2

CORPORATE GOVERNANCE
Your company has been practicing the principles of good corporate governance over the years. Corporate Governance is about commitment to values and about ethical business conduct. Good Corporate Governance should provide sufficient transparency over corporate policies, strategies and the decision making process whilst strengthening internal control systems and building relationships with stakeholders, including employees and shareholders. The adherence to good governance practices helps align interests of stakeholders, enhance investor confidence, in turn facilitating the creation of superior value on a sustainable basis. The company is in full compliance with the requirements of clause 49 of the Listing Agreement with the Indian Stock Exchanges. . Board of Directors (i) Composition: The Chairman of the Board of NRB is also its Managing Director. All directors including Non-executive Directors are professionally competent. At present, the Board consists of six members, of which three are Non-executive Directors. The composition and category of Directors in the Board of the Company are: Executive Directors (All from the promoter family) Mr. T S Sahney, Chairman & Managing Director Ms. H S Zaveri, President Mr. D S Sahney, Director- Strategic Sourcing Non-Executive and independent Directors Dr. P D Ojha Dr.(Ms) Kala S Pant Mr. K M Elavia

(ii) Board Meetings: The Board of the Company, as also the various specialized committees constituted by the Board, held as many as 22 meetings including 6 meetings of the Board during 2008-09. The maximum interval between any two meetings was 99 days. The Board held its meetings on 7th April, 2008, 9th June, 2008, 3st July, 2008, 24th October, 2008, 30th January, 2009 and 26th March, 2009. The overall attendance of Directors was 00%. The attendance of whole-time Directors was 00%. Attendance of Directors At the Board Meetings held during 2008-09 and the last Annual General Meeting Directors Meetings held during the tenure of the Directors 6 6 6 6 6 6 Meetings Attended 6 6 6 6 6 6 Attendance at the last AGM (5th August, 2008) Yes Yes Yes Yes Yes Yes Shareholding 2990953 Nil Nil 943470 752300 Nil

(iii) Attendance of Directors:

 Mr. T. S. Sahney 2 Dr. P . D. Ojha 3 Dr.(Ms) Kala S Pant 4 Ms. H. S. Zaveri 5 Mr. D. S. Sahney 6 Mr. K. M. Elavia

Overall attendance in the Board Meetings: 00% AGM : 00% 22

(iv) Other Directorships: Srl. No  2 3 None of the Directors holds Directorship in more than 0 listed companies. Name of Directors Details of other Directorships * Nil Weizmann Ltd.-Chairman Member-Audit Committee KJMC Investment Trust Co. Ltd. Temptation Foods Ltd. Chairman Member-Audit Committee Member-Investor Grievances/Share Transfer Committee Member-Audit Committee NIL Member-Audit Committee Chairman-Audit Committee Member-Audit Committee Chairman-Audit Committee and Investor Grievance and Share transfer committee Details of Committee Memberships Details of Chairmanship in Committee

Mr. T S Sahney ** Dr. P D Ojha Dr.(Ms.) Kala S Pant

Binani Metals Ltd. Gujarat Sidhee Cement Ltd. 4 Ms. H S Zaveri ** SNL Bearings Ltd.

5 6

Mr. D S Sahney ** Mr. K M Elavia

NIL Grover Vineyards Ltd. (Alternate Director) Goa Carbon Ltd. Uni Abex Alloy Products Ltd. Uni Deritend Ltd. Uni Klinger Ltd. Sulzer India Ltd.

Allcargo Global Logistics Ltd. Insilco Ltd.(Additional Director)

Member-Audit Committee Member- Shareholder/ Investors’ Grievance Committee Member-Share Allotment/ Transfer Committee Chairman-Audit Committee

* Excluding private limited companies and companies not incorporated in India. ** Ms. H S Zaveri and Mr. D S Sahney are the daughter and son respectively of Mr. T S Sahney. (v) Membership of Board committees: None of the Directors holds membership of more than 0 Committees of Boards nor is any Director a Chairman of more than 5 Committees of Boards. (vi) Details of Directors being appointed/reappointed: Dr. P D Ojha and Mr. D S Sahney retire by rotation and are eligible for reappointment. The particulars of these directors are furnished hereunder: 23

Dr. P D Ojha (80 yrs) has a Masters degree in Advanced Economics from Mumbai University and thereafter a Doctorate in Economics. After a brilliant academic career he served as Professor and Head of Economics Department in Bombay colleges and thereafter joined the Reserve Bank of India, where he worked in various capacities and held several key positions like Economic Advisor, Executive Director and Deputy Governor. He has been actively associated with financial policies/programmes-formulation and implementation-in general, and those for the development of large, medium,and small scale and decentralized sectors of industry, agriculture and rural development, in particular with an accent on human face. He is a Director in other corporate organizations. Mr. D S Sahney (40 yrs) holds a Bachelor of Arts degree (Business Administration & Economics) from Richmond College, London and a Masters in Business Administration (General Management) from the Asian Institute of Management (Phillipines). After a short stint as Management Trainee in Credit Lyonnais he joined the company in October,993 as Executive Assistant to the General Manger (Needle Bearings Division). He has handled various positions of responsibility in the areas of Management Services,Information Technology and Plant Operations and was a member of the core team which drove the Business Reengineering project implemented by the company in 998 with the help of international consultants. Currently, he holds responsibility for Strategic Sourcing in the company. The details of the remuneration package of directors is tabled below: Name of Director T S Sahney H S Zaveri D S Sahney P D Ojha K S Pant K M Elavia Sitting fees 50000 50000 0000 Commission on profits 50000 50000 50000 Salary 4500000 3420000 2400000 Contribution to PF & other funds 540000 923400 648000 Perquisites 38045 2924848 26550 -

(vii) Remuneration of directors:
(Amount in Rs.)

Total 822045 7268248 52350

Commission to Non-Executive directors @0.25%, with a ceiling of Rs.5 lacs p.a. as determined by the * Board of Directors, will be apportioned and payable during 2009-0. Period of Contract of Chairman : For a period of 5 years w.e.f..0.2005 to 30.9.200 & Managing Director The contract may be terminated by either party giving the other party six calendar months notice Period of Contract of President : Period of Contract of Director : (Strategic Sourcing) For a period of 5 years w.e.f..4.2009 to 3.3.204 subject to approval in the ensuing AGM. The contract may be terminated by either party giving the other party three calendar months notice For a period of 5 years w.e.f.25.5.2006 to 3.3.20 The contract may be terminated by either party giving the other party three calendar months notice

No severance fees are payable to the above. The Audit Committee of NRB was set up way back in January, 200. The Committee consists of three Nonexecutive Directors and is headed by Dr. P D Ojha. The Members of the Committee have fair knowledge of project finance, accounts and company law. The committee held 4 meetings during the year, which were attended by its members. The major terms of reference of the Audit Committee as stipulated in Clause 49 of the Listing Agreement are as follows: i. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 24

2. Audit Committee

ii. Recommending to the board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. iv. Reviewing with management the annual financial statements before submission to the Board for approval, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgement by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) matters required to be included in the Directors’ responsibility statement, (vi) compliance with accounting standards, (vii) compliance with Listing and legal requirements concerning financial statements and (viii) 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. v. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

vi. Reviewing with the management, performance of statutory and internal auditors, the adequacy of internal control systems. vii. Reviewing the adequacy of the internal audit functions including the reporting structure coverage and frequency of internal audit. viii. Discussion with internal auditors of any significant findings and follow up thereon ix. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. x. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussions to ascertain any area of concern. xi. To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of non-payment of declared dividends) and creditors. Attendance of Members at the Meetings of the Audit Committee held during 2008-09 Members Dr. P D Ojha (Chairman) Dr. (Ms.) Kala S Pant Mr. K M Elavia Meetings held 4 4 4 Meetings attended 4 4 4

3.

Overall attendance: 00% Shareholders/Investors’ Grievances Committee of Directors The Board of Directors of the Company has set up a Shareholders/Investors’ Grievances Committee of Directors comprising Mr. T S Sahney, Managing Director, Ms. H S Zaveri, President and Mr.K M Elavia (Chairman of the Committee). The shareholders of the Company are serviced by the inhouse investor service department and the share transfer agent- M/s. Mondkar Computers Pvt. Ltd. The transfers received by the Company are processed and transferred on a monthly basis. All requests for dematerialisation of shares are likewise processed and confirmation thereof is normally communicated to the investors and depository participants within 5 days of receipt thereof. The Committee also monitors redressal of investors’ grievances. As required by the Stock Exchanges, the Company has appointed Mr.S C Rangani, Company Secretary, as the Compliance Officer to monitor the share transfer process and liaison with the regulatory authorities.

25

Attendance of the Members at the Meetings of the Shareholders/Investors’ Grievances Committee of Directors held during 2008-09 Members Mr. K M Elavia (Chairman) Mr. T S Sahney Ms. H S Zaveri Overall attendance : 86%

Meetings held during the tenure of the Director Meetings attended 2 2 2 2  8

4. General Body Meetings The last 3 Annual General Meetings and  Extra Ordinary General Meeting of the Company were held on the following dates and times: 3rd Annual General Meeting on 5th August, 2008 at .00 am at M. C. Ghia Hall, K Dubash Marg, 4 Mumbai 400 00. No special resolutions were passed at the meeting. 42nd Annual General Meeting on 3rd August, 2007 at .00 am at M.C. Ghia Hall, K Dubash Marg, Mumbai 400 00. No special resolutions were passed at the meeting. Extra Ordinary General Meeting held on 8th March, 2007 at .00 a.m. at M.C. Ghia Hall, K Dubash Marg, Mumbai 400 00. Special Resolutions passed at the meeting Alteration in the Articles of Association to give effect to Sub-division of company’s equity shares from Rs.0/- to Rs.2/-. 4st Annual General Meeting on th August, 2006 at .00 am at M.C. Ghia Hall, K Dubash Marg, Mumbai 400 00. Special Resolutions passed at the meeting Payment of commission to Non Executive Directors Amendment of Articles of Association There were no special resolutions passed by the Company through postal ballot.

5. Disclosures Neither the Company nor any of its subsidiaries has entered into any transaction of material nature that may have a potential conflict with interests of the Company or of its subsidiaries, with any of the Directors or their relatives during the year 2008-09. 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.

6. Means of Communication nformation like Quarterly Financial Results and Press Releases on significant developments in the I Company that has been made available from time to time to the Press is hosted on the Company’s web site www.nrbbearings.com and has also been submitted to Stock Exchanges to enable them to put them on their web sites. The Quarterly Financial Results are published in English (Times of India and Economic Times) and vernacular newspapers (Maharashtra Times). As per the amendment to Listing Agreement a separate e-mail ID of the grievance redressal division/ compliance office exclusively for the purpose of registering complaints by investors, the company has already displayed the e-mail ID on the website. The email ID is investorcare@nrbbearings.co.in 26

A Report on Management Discussion and Analysis of Accounts has been included elsewhere in this report.

7. 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. 8. Auditor’s Certificate on Corporate Governance The Auditor’s Certificate on Compliance of Clause 49 of the Listing Agreement relating to Corporate Governance is published as an annexure to the Directors’ Report.

9. Non mandatory recommendations a. b. Chairman of the Board – Re:Non-executive Chairman The Company has Executive Chairman, therefore, clause (a) of non-mandatory requirements is not applicable. Independent Directors’ tenure not exceeding 9 years Dr. P D Ojha and Dr.(Ms) K S Pant have both completed an aggregate tenure exceeding 9 years. However it is felt that their continuation on the Board is valuable for the company considering their wealth of experience and exposure. Remuneration Committee The Company has decided not to proceed with formation of Remuneration Committee at this stage. Half yearly results to shareholders The company forwards half yearly results to all its shareholders. Audit Qualifications The Auditor’s Report for the year ended 3st March’2009 draws attention to note (a) of Schedule 20 that inadequate profits during the year have resulted in excess remuneration of Rs. 44.26 lacs having been paid to the Managing Director and one Wholetime Director considering the provisions of Sections 98 and 269, read with Schedule XIII of the Companies Act,956. Such payment requires the approval of shareholders by way of special resolution, which is proposed in the notice for the ensuing AGM, and the prior approval of the Central Government, which application shall be made by the company after obtaining shareholders approval. The Board of Directors are of the view that the financial results for the year have been affected by the unprecedented global meltdown and the unexpected volatility in currency movements.The fundamental parameters for the company are sound, the adverse factors have started correcting in the current financial year and considering the past financial performance of the company the necessary approvals should be forthcoming. Training of Board members The Board discusses the business model and the risk profile of the company at its meetings. No external training has been provided for the Directors as to their responsibilities and the best ways to discharge them. Mechanism for evaluating non-executive board members Peer group evaluation has not been implemented for non -executive directors. Whistle Blower Policy The company has decided that the implementation of a whistle blower policy could be subject to misuse. However employees are free to report to Management or the Audit Committee on any matter concerning unethical behaviour or violation of the Company’s code of Conduct.

c. d. e.

f.

g. h.

27

Auditors’ certificate to the members of NRB Bearings Limited on compliance of the conditions of corporate governance for the year ended 31st March, 2009, under clause 49 of the listing agreements with relevant stock exchanges.
We have examined the compliance of the conditions of corporate governance by NRB Bearings Limited, for the year ended on 3st March, 2009, as stipulated in clause 49 of the listing agreements of the said company with relevant stock exchanges (hereinafter referred to as clause 49). The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to a review of procedures and implementation thereof, adopted by the company for ensuring compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the directors and the management, except that the delegated authority has attended to share transfer formalities once a month instead of at least once in a fortnight, we certify that the company has complied with the conditions of corporate governance as stipulated in clause 49. We state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. For A. F. FERGUSON & CO. Chartered Accountants

Mumbai : June 2, 2009

A. C. Khanna Partner Membership No.784

28

SHAREHOLDERS’ INFORMATION
. 2. Annual General Meeting Date and Time Venue Financial Calendar Financial reporting for the quarter ending June 30,2009 Financial reporting for the quarter ending September 30, 2009 Financial reporting for the quarter ending December 3, 2009 Financial reporting for the year ending March 3, 200 Annual General Meeting for the year ending March 3, 200 : : : : : : : 2th August, 2009 at .00 a.m. M C Ghia Hall, K Dubash Marg, Near Kalaghoda, Fort, Mumbai 400 00 Last week July, 2009 Last week October, 2009 Last week January, 200 End May, 200 August, 200

3. Book Closure Date 4. Dividend Payment Date 5. Registered Office and Plants

: 5th August 09 to 2th August, 2009 (both days inclusive) : 2st August, 2009 : Dhannur, 5 Sir P . M. Road, Fort, Mumbai 400 00 (Tel) 2266460/4998 (Fax) 2266042 Web Site: www.nrbbearings.com

Pokhran Road No.2, Majiwade, Thane 400 606 E-40, M.I.D.C. Industrial Area, Chikalthana, Aurangabad 43 00 C-6, Additional M.I.D.C. Industrial Area Jalna 43 203 E-72, (I) & (II) M.I.D.C., Waluj Aurangabad 43 33 A-5, Uppal Industrial Estate Hyderabad 500 039

Plot No.33, Sector –II, SIDCUL IIE Pantnagar, Udhamsingh Nagar, Uttarakhand 263 53

6. Unclaimed Dividends Pursuant to Section 205C of the Companies Act, 956, unclaimed dividends remaining unclaimed for seven years from the date of declaration are required to be transferred by the company to the Investor Education & Protection Fund established by the Central Government, and the various dates for transfer of such amounts are as under. Financial Year 200-02 2002-03 2003-04 2004-05 2005-06 - Interim - Interim - Final 2006-07 - Interim - Interim - Final Date of Declaration at AGM/BM 5th September, 2002 3th August, 2003 3th August, 2004 th August, 2005 30th January, 2006 2st June, 2006 27th October, 2006 3rd August, 2007 Date of the warrant 3th September, 2002 20th August, 2003 8th August, 2004 6th August, 2005 5th February, 2006 8th August, 2006 0th November, 2006 4th August, 2007 Due for transfer 3th September, 2009 20th August, 200 8th August, 20 6th August, 202 5th February, 203 8th August, 203 0th November, 203 4th August, 204

2007-08 5th August, 2008 4th August, 2008 4th August, 205 Members who have so far not encashed their dividend warrants or have not received the dividend warrants are requested to seek issue of duplicate warrants. 29

7. Unclaimed Dividend Amounts The following dividend amounts continue to remain unclaimed as at 3st March, 2009. Financial year No.of warrants issued 3866 378 29 3088 3356 324 3286 4683 6244 34429 No.of warrants unclaimed 86 84 46 3 97 48 50 228 290 660 % Amount of dividend Rs.in lacs 484.6 58.53 726.92 969.23 726.92 484.6 775.38 630.00 63.07 6542.27 Unclaimed dividend amount Rs. 27790 35660 57590 65730 68420 8550 29704 44095 2809 332608 %

200-02 2002-03 2003-04 2004-05 2005-06 - Interim - Final 2006-07 - Interim - Final - Final 2007-08 Total 8. Bank Details

4.8 4.87 5.02 4.24 5.87 4.60 4.56 4.87 4.64 4.82

0.26 0.23 0.22 0.7 0.23 0.8 0.7 0.22 0.9 0.20

In order to provide protection against fraudulent encashment of dividend warrants, members are requested to provide, if not provided earlier, their bank account nos., bank account type, names & addresses of bank branches, quoting folio no. to the registrar of the company/secretarial department to enable us to incorporate the same on your dividend warrants.

9. Bank Details for Demat Shareholding While opening accounts with depository participants (DPs), shareholders are required to give their details of their bank accounts which will be used by the company for printing on dividend warrants for remittance of dividend. However members who wish to receive dividend in an account other than the one specified while opening the depository account may notify their DP about any change in bank account details.

0. 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.

. Distribution of Shareholding as on 31st March : 2009 No. of Equity Shares Upto 500 50- 000 000 00 - 2000 200 - 3000 3000 300 - 4000 4000 400- 5000 5000 500 - 0000 0000 000 & above TOTAL No.of share holders 508 49 223 80 29 35 29 6 6056 % of share holders 84.346 8.08 3.682 .32 0.479 0.578 0.479 .007 00.00 No.of shares held 02783 435435 339992 205688 05685 6733 2593 45969473 4846300 % No.of share share holding holders 2.08 0.898 0.702 0.424 0.28 0.345 0.446 94.858 00.00 5305 58 225 94 26 39 30 68 6305 % of share holders 84.39 8.25 3.569 .49 0.42 0.69 0.476 .079 00.00 2008 No.of shares held 079745 45854 342833 24409 95660 86286 2785 4583964 4846300 % share holding 2.228 0.946 0.708 0.498 0.97 0.385 0.448 94.590 00.00

As on 3st March, 2009 4420755 constituting 85.47% of the share capital has been dematerialized 30

The company has entered into agreements with NSDL and CSDL during the year 2000-01 and has been allotted ISN No.INE 349A 01013. SEBI has notified the company shares to be traded only in demat form w.e.f. 29th April, 2001. The company’s equity shares of Rs.10/- each have been split into Rs.2/- each effective 4th April, 2007 and the new ISIN No. is INE 349A01021.

2. Categories of Shareholdings as on 31st March : 2009 Category No.of share holders 5764 95 0 84 7 6 6056 % of share holders 95.8 3.22 0.00 .39 0.2 0.0 00.00 No. of shares held 987666 2208909 0 84029 3820500 266696 4846300 2008 % No.of % share share of share holding holders holders 4.00 45.44 0.00 0.7 7.88 5.50 00.00 593 262 0 98 8 6 6305 94.06 4.6 0.00 .55 0.3 0.0 00.00 No.of shares held 978820 2208653 0 9635 40620 247496 4846300 % share holding

Individuals * Corporate * Bodies Foreign Collaborator NRI/OCBs FI/FII/Banks Mutual Funds/ UTI TOTAL

40.82 45.58 0.00 0.20 8.29 5. 00.00

* Includes Promoter holding as on 3.03.2009 73.75% (73.59% as on 3.03.2008)

3. Share Transfer System The Investor Grievances/Share Transfer Committee comprising of three directors is authorized to approve transfer of shares and the said Committee approve transfer of shares on a monthly basis. Share transfers in physical form are presently registered and returned within a period of 60 days from the date of receipt in case documents are complete in all respects.

4. Investor Queries/Complaints Handled Nature of queries/complaints Relating to transfers, Transmissions etc. (including duplicate share certificates, stop transfer, non-receipt of share certificates, deletion of name, rectification of share certificate, indemnity bond for duplicate certificate, signature verification) Relating to dividends (including issue of fresh Demand drafts against unpaid warrants, non-receipt of dividend warrants and bank details) Relating to change of address Others Total • • 2008-09 Nos. 4 2007-08 Nos. 2

4

20

2 20

 33

Legal proceedings on share transfer, if any : There are no major legal proceedings relating to transfer of shares. There are no shareholder complaints or transfers pending resolution. 3

5. Equity History Details of equity shares issued since inception. Date Particulars of issue

0.06.965 27.0.966 27.0.966 6.0.968 3.07.973 24.09.976 4.02.979 22.04.982 03.0.989 02..990 4.2.99 04..993 03.05.995 04.04.2007

Issue for cash at par Issue for cash at par Allotment to Nadella Without payment in cash Issue for cash at par Bonus issue : Bonus issue : Bonus issue 3:4 Bonus issue : Bonus issue :2 Bonus issue :2 Issue on merger of SSPW (Sahney Steel Press Works) Bonus issue 5:3 Public issue Sub-division :5*

No.of shares 0 6270 90 280 0000 20000 30000 70000 70000 05000 760 526266 272000 4846300

Total no.of shares Equity capital after issue in Rs. 0 000 6280 628000 790 0000 20000 40000 70000 40000 20000 35000 35760 842026 9692260* 4846300 79000 000000 2000000 4000000 7000000 4000000 2000000 3500000 3576000 84202600 96922600 96922600

*Equity shares sub divided into face value of Rs.0/- on 0.2.994. *Equity shares sub divided into face value of Rs.2/- on 4.4.2007

6.

Listing on Stock Exchange at

:

Equity shares The Bombay Stock Exchange Ltd., Mumbai P . J. Towers, Dalal Street, Mumbai 400 023 National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No.C/, G Block, Bandra Kurla Complex, Bandra (E), Mumbai 400 05

Note : Listing fees for the year 2008-09 have been paid to the Stock Exchange- Mumbai and National Stock Exchange. 7. Stock Codes Bombay Stock Exchange 530367 National Stock Exchange NRBBEARING ISIN No. for equity share of Rs.2/-each INE 349A 002 8. Stock Market Data The Stock Exchange, Mumbai and National Stock Exchange, Mumbai Monthly high and low quotations and volume of shares traded 2008-09 Month April’08 May’08 June’08 July’08 August’08 September’08 October’08 November’08 December’08 January’09 February’09 March’09 Total Mumbai Stock Exchange High (Rs) Low (Rs) Volume 8.55 67.20 48507 73.75 62.00 2583 65.00 53.00 230224 69.90 52.00 42952 72.90 58.60 56753 67.00 43.50 22924 5.85 29.85 2297 42.80 3.00 8357 44.90 3.25 23754 47.35 35.00 254 40.00 27.90 27364 34.95 28.05 44454 57457 32 National Stock Exchange High (Rs) Low (Rs) Volume 83.45 69.00 6855 72.0 63.05 4420 69.50 53.00 62477 70.00 52.5 79397 75.90 59.20 43427 68.90 40.80 36069 52.95 3.55 50547 44.80 3.00 30665 48.40 34.00 35308 47.20 35.05 4068 4.90 28.05 472687 35.0 28.00 669 74770

9. Performance (Indexed):

30.04.08 NRB SENSEX 71.50 17287.31

31.05.08 63.20 16415.57

29.06.08 57.15 13461.6

31.07.08 60.90 14355.75

31.08.08 64.95 14564.53

30.09.08 48.10 12860.43

31.10.08 37.10 9788.06

30.11.08 38.70 9092.72

31.12.08 42.15 9647.31

31.01.09 38.90 9424.24

29.02.09 28.30 8891.61

31.03.09 32.95 9708.50

20. 2.

Registrars and Transfer Agents (Share transfer and communication regarding share certificates, dividends and change of address) Investor correspondence : The Company Secretary, NRB Bearings Limited Dhannur, 15 Sir P M. Road . Fort, Mumbai 400 001

: M/s. Mondkar Computers Pvt. Ltd. 25, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai 400 093 (Registered with SEBI as Share Transfer Agent-Category I) Tel:022-22664160/4998 Fax:022-22660412 E-mail:sc.rangani@nrbbearings.co.in

As per SEBI circular No.MRD/DoP/Dep/SE/Cir-22/06 dated December 8,2006 has advised all listed companies to designate an email ID of the grievance redressal division/compliance officer exclusively for the purpose of registering complaints by investors. The following is the email ID designated for the same. investorcare@nrbbearings.co.in
As per SEBI circular dt. May 20, 2009, it shall be mandatory for transferee(s) to furnish copy of PAN Card to the Company/RTAs for registration of transfer of shares in physical form of listed companies. Shareholders are advised to note and comply.

22. 23. 24.

Details on use of public funds obtained in the last three years : No funds have been raised from public in the last three years. Outstanding GDR/Warrants and convertible bonds, conversion date and likely impact on Equity : The company has no outstanding GDR/Warrants and/or convertible bonds. Financial ratios 2008-09 Net earnings (Rs. lacs) Cash earnings (Rs. lacs) EPS (Rs.) CEPS (Rs.) Dividend per share (Rs.) Dividend payout (%) Book value per share (Rs.) Price to earnings * Price to cash earnings * Price to book value * 426.32 2365.79 0.88 4.88 .60 22.79 36.00 37.44 6.75 0.92 2007-08 335.25 548.09 6.92 0.62 2.40 40.60 37.27 .42 7.44 2.2 2006-07 3976.24 5558.86 8.20 .38 2.90 40.77 33.6 2.8 8.68 2.86 2005-06 340.54 4682.33 7.02 9.66 2.50 40.6 28.30 4.30 0.39 3.55

* Stock price as on 3st March,2009 –Rs. 32.95 (closing price) ** EPS/CEPS/dividend per share/book value have been adjusted to face value Rs.2/- per share

33

AUDITORS’ REPORT TO THE MEMBERS OF NRB BEARINGS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2009
. We have audited the attached balance sheet of NRB Bearings Limited, as at 3st March, 2009, and also the profit and loss account and the cash flow statement of the company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. (ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books. (iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account. (iv) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 2 of the Companies Act, 956. (v) Attention is invited to footnote under note 11(a) of Schedule 20 regarding managerial remuneration of Rs. 44.26 lacs paid during the year, in excess of specified limits, pending approval of the members and Central government. (vi) Subject to the matter referred in paragraph 4(v) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) (b) (c) in the case of the balance sheet, of the state of affairs of the company as at 3st March, 2009; in the case of the profit and loss account, of the profit for the year ended on that date; and in the case of the cash flow statement of the cash flows for the year ended on that date.

5. On the basis of the written representations received from the directors, as on 3st March, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 3st March, 2009 from being appointed as a director in terms of clause (g) of sub-section () of section 274 of the Companies Act, 956.

For A. F. FERGUSON & CO. Chartered Accountants Mumbai : June 2, 2009 34 A. C. KHANNA Partner Membership No.784

ANNEXURE TO THE AUDITORS’ REPORT TO THE MEMBERS OF NRB BEARINGS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2009
(referred to in paragraph 3 of our report of even date)
(i) (a) The company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) As explained to us, verification of fixed assets is being conducted by the management once in two years. Such verification due as per this programme had been carried out in the previous year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. (c) There are no fixed assets disposed off during the year and therefore the question of reporting on clause 4(i)(c) of the Companies (Auditor’s Report) Order, 2003 (hereinafter referred to as the said Order) does not arise.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. (b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The company has granted loans to SNL Bearings Limited (a subsidiary) covered in the register maintained under section 30 of the Companies Act, 956 (hereinafter referred to as the Act). The maximum amount involved during the year was Rs.650.00 lacs and the year-end balance of such loans was Rs. 300.00 lacs. The company has not granted any loans, secured or unsecured, to other companies, firms or other parties covered in the said register. (b) According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions on which loans have been granted are not, prima facie, prejudicial to the interest of the company. (c) As explained to us, the principal amounts of the loans are being repaid as stipulated / renewed on due dates; that company is regular in the payment of interest. (d) Having regard to the explanation given to us that the balance principal amounts of the loans are being renewed, there is no overdue amount of more than rupees one lac. (e) The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the said register. Accordingly, the question of reporting on clauses 4(iii)(e), (f) and (g) of the said Order does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods. There is no sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system. (v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 30 of the Act have been entered in the register required to be maintained under that section. (b) According to the information and explanations given to us, the transactions in pursuance of contracts or arrangements entered in the said register, made with SNL Bearings Limited, are of a special nature for which there are no alternative sources or any similar transactions with other parties. In the absence of prevailing market prices of such transactions being produced to us, we are unable to form an opinion on the reasonableness of prices paid/ received. 35

ANNEXURE TO THE AUDITORS’ REPORT TO THE MEMBERS OF NRB BEARINGS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2009 (referred to in paragraph 3 of our report of even date) (contd.)
(vi) he company has not accepted any deposits from the public to which the provisions of sections 58A, T 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 975 would apply. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. (vii) n our opinion, the company has an internal audit system commensurate with its size and the nature of its I business. (viii) e have broadly reviewed, without carrying out a detailed examination, the books of account maintained W by the company pursuant to the Order made by the Central Government for the maintenance of cost records under section 209()(d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We are informed that the cost statements as at the end of the financial year are under preparation. (ix) (a) According to the records of the company, the company has been generally regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it, though there has been a slight delay in a few cases. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty and cess were in arrears, as at 3st March, 2009, for a period of more than six months from the date they became payable. (c) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below: Sr. Nature of the No. dues . Income Tax 2. 3. 4. Amount Period to which the (Rs. in lacs) amount relates 32.62 A.Y. 2006-2007 Forum where dispute is pending

The Income Tax Act, 96 Commissioner of Income Tax (Appeals)

The Bombay Sales Tax Act, 959 Sales Tax Sales Tax 2.83 24.8 F.Y. 996-997 and 998-999 Deputy Commissioner (Appeals) F.Y. 996-997 and 998-999 Deputy Commissioner (Appeals) F.Y. 993-994 Supreme Court The Central Sales Tax Act, 956 The Customs Act, 962 Custom Duty, 38.87 Penalty and Fine

(x) The company does not have any accumulated losses at the end of the financial year. Also, the company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. (xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks. The company has not taken any loans from financial institutions nor has it issued any debentures. (xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 36

ANNEXURE TO THE AUDITORS’ REPORT TO THE MEMBERS OF NRB BEARINGS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2009 (referred to in paragraph 3 of our report of even date) (contd.) (xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the said Order are not applicable to the company. (xiv) The company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the said Order are not applicable to the company. (xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company. (xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. (xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 30 of the Act. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the company does not arise. (xix) The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise. (xx) The company has not raised any money by public issues during the year. Accordingly, the question of disclosure of end use of such monies does not arise. (xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For A. F. FERGUSON & CO. Chartered Accountants

Mumbai : June 2, 2009

A. C. KHANNA Partner Membership No.784

37

BALANCE SHEET AS AT 31ST MARCH, 2009 I. II. SOURCES OF FUNDS: ) Shareholders’ funds: a) Share capital b) Reserves and surplus 2) Loan funds: a) Secured loans b) Unsecured loans 3) Deferred tax liability (net) (see Note 2 on Schedule 20) Total APPLICATION OF FUNDS: ) Fixed assets: a) Gross block b) Less: depreciation Schedule No.  2 3 4 5 As at 31.03.2009 Rs.lacs Rs.lacs 969.23 16481.10 7368.76 5613.83 34057.17 18063.64 15993.53 158.02 8946.85 7216.28 418.06 1809.59 18390.78 3425.63 1220.65 4646.28 17450.33 12982.59 1255.83 31688.75 16151.55 1792.70 13744.50 31688.75 As at 3.03.2008 Rs.lacs Rs.lacs 969.23 7092.60 437.62 6420.53 3732.06 624.7 5607.89 464.56 8285.79 8445.08 596.3 23.75 9638.93 5783.85 66.63 7445.48

806.83

0792.5 93.37 30047.35

c) Net block d) Capital work in progress and capital advances advances 2) Investments 6 3) Current assets, loans and advances: a) Inventories 7 b) Sundry debtors 8 c) Cash and bank balances 9 d) Loans and advances 0 Less : Current liabilities and provisions: a) Current liabilities  b) Provisions 2 Net current assets 9 20

6072.45 78.45

293.45 30047.35

Total Significant accounting policies Notes to the accounts Per our report attached For A. F. FERGUSON & CO. Chartered Accountants

For and on behalf of the Board of Directors P. D. Ojha H. S. Zaveri K. S. Pant K. M. Elavia

T. S. Sahney Managing Director

A. C. KHANNA Partner Mumbai: June 2, 2009

S. C. Rangani Sr. V P Finance & Co. Secretary 38

D. S. Sahney Directors Mumbai : June 2, 2009

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009 Schedule No. INCOME Sales (Gross) Less: Excise duty Other income 3 Increase/(Decrease) in stock of work-in-progress and finished goods 4 EXPENDITURE Raw materials, components and packing materials consumed Stores and spares consumed Processing charges Power and fuel Employee costs 5 Repairs 6 Other expenses 7 Depreciation 5 Interest (net) 8 PROFIT BEFORE TAX Provision for taxation - Current tax - In respect of earlier years - Deferred tax - Fringe benefit tax PROFIT AFTER TAX Add: Balance bought forward AVAILABLE FOR APPROPRIATIONS LESS: APPROPRIATIONS: Proposed final dividend Additional income-tax on distributed profits Transfer to general reserve BALANCE CARRIED TO BALANCE SHEET Significant accounting policies 9 Notes to the accounts 20 Basic, as well as diluted, earnings per equity share (Nominal value per equity share: Rs.2) [see Note 0 on Schedule 20] : In Rs. Rs.lacs 32427.72 3354.10 300.00 (19.93) 129.67 Year ended 31.03.2009 Rs.lacs 29073.62 534.57 29608.19 1108.71 30716.90 10858.21 3331.92 1662.45 1387.31 5495.18 481.83 3767.11 1939.47 877.36 29800.84 916.06 409.74 80.00 489.74 426.32 2571.31 2997.63 775.38 131.78 50.00 957.16 2040.47 Rs.0.88 Rs.lacs 36956.50 484.3 650.00 - 97.37 Year ended 3.03.2008 Rs.lacs

3242.37 705.32 32847.69 865.70 3373.39

0593.80 390.2 94.40 36.7 5373.0 570.52 3204.02 796.84 543.35 28529.77 583.62

747.37 85.00 832.37 335.25 95.92 4267.7 63.07 97.66 335.3 695.86 257.3

Rs.6.92

Per our report attached to the balance sheet For A. F. FERGUSON & CO. Chartered Accountants

For and on behalf of the Board of Directors P. D. Ojha H. S. Zaveri K. S. Pant K. M. Elavia

T. S. Sahney Managing Director

A. C. KHANNA Partner Mumbai: June 2, 2009

S. C. Rangani Sr. V P Finance & Co. Secretary 39

D. S. Sahney Directors Mumbai : June 2, 2009

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009 A. B. Year ended 31.03.2009 Rs.lacs Rs.lacs 1939.47 400.63 877.36 (1.24) - 110.70 30.09 2057.78 (661.06) (2328.32) 916.06 3357.01 4273.07 (931.60) 4273.07 (724.94) 2616.53 (1463.43) (11.25) - 1.24 58.91 - (1414.53) Year ended 3.03.2008 Rs.lacs Rs.lacs 796.84 (235.88) 543.35 (8.8) (3.50) 06.22 3.58 (045.3) (386.00) 833.8 (597.95) 6788.0 (589.89) 598.2 2202.43 583.32

CASH FLOW FROM OPERATING ACTIVITIES: NET PROFIT BEFORE TAX Adjustments for: Depreciation Interest (income)/expenditure (net) Dividend income Provision for doubtful debts Provision for compensated absences

Foreign exchange loss/(gain) - unrealised

Profit on sale of current investments (net)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES AND OTHER ADJUSTMENTS Changes in: - Trade and other receivables - Inventories - Trade payables

7386.05

NET CASH GENERATED FROM OPERATIONS Direct taxes paid (net of refund) NET CASH FROM OPERATING ACTIVITIES CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of fixed assets (including adjustments on account of capital advances) Purchase of investments Sale of investments Dividend income Interest income Investment in a subsidiary company

(57.99) (2853.39) 2856.89 8.8 92.0 (443.86) (5458.07)

NET CASH USED IN INVESTING ACTIVITIES

40

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009 (contd.) C. Year ended 31.03.2009 Rs.lacs Rs.lacs 8.20 275.04 313.07 6104.42 (9423.76) 4254.56 (956.03) (1161.78) (197.66) (1380.25) (178.25) 596.31 Year ended 3.03.2008 Rs.lacs Rs.lacs 6433.60 (3744.5) (784.46) (65.45) (630.07) (07.07) 56.04 256.8

CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from borrowings Repayment of borrowings Increase / (Decrease) in cash credit (Decrease) in cash credit Interest paid Dividend paid Additional income - tax on distributed profits NET CASH GENERATED FROM/(USED IN) FINANCING ACTIVITIES

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AS AT THE COMMENCEMENT OF THE YEAR the components being: Cash on hand Cheques on hand Balances with banks on current accounts

6.3 233.47 00.53

340.3

CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR the components being: Cash on hand 5.55 Cheques on hand 287.46 Balances with banks on current accounts 125.05 418.06 NET INCREASE/(DECREASE) AS DISCLOSED ABOVE (178.25) Note: . Figures in brackets represent deductions/outflows. 2. Previous year’s figures have been regrouped wherever necessary.

8.20 275.04 33.07

596.3 256.8

Per our report attached to the consolidated balance sheet For A. F. FERGUSON & CO. Chartered Accountants F or and on behalf of the Board of Directors T. S. Sahney Managing Director P. D. Ojha K. S. Pant

H. S. Zaveri A. C. KHANNA Partner Mumbai : June 2, 2009 S. C. Rangani Sr. V P Finance & Co. Secretary 4

K. M. Elavia

D. S. Sahney Directors Mumbai : June 2, 2009

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 As at 31.03.2009 Rs.lacs Rs.lacs As at 3.03.2008 Rs.lacs Rs.lacs

Schedule 1 - Share capital Authorised: 1000.00 969.23 969.23 000.00

5,00,00,000 Equity shares of Rs.2 each Issued and subscribed:

48,46,300 Equity shares of Rs.2 each fully paid-up Of the above: i)

45,500 Equity shares of Rs.2 each have been allotted as fully paid-up pursuant to contracts without payments having been received in cash.

ii) 4,563,300 Equity shares of Rs.2 each have been allotted as fully paid-up by way of bonus shares by capitalisation of general reserve and capital reserve. iii) 38,000 Equity shares of Rs.2 each are allotted to the members of erstwhile Sahney Steel and Press Works Limited on its amalgamation with the company on 0.04.99. Per balance sheet Schedule 2 - Reserves and surplus Capital reserve: Per last balance sheet Share premium: Per last balance sheet General reserve: Per last balance sheet 13281.35 (130.66) 13150.69 50.00 42 25.00 1214.94 13200.69 2040.47 16481.10 2946.22 335.3 328.35 257.3 7092.60 2946.22 - 24.94 25.00

969.23 969.23

Less: Exchange differences adjusted to cost of fixed assets (net of deferred tax Rs. 67.2 lacs) (see note 3 (b) of Schedule 20) Add: Transferred from profit and loss account Surplus being balance in profit and loss account Per balance sheet

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 (contd.) 4319.20 3043.18 6.38 7368.76 0.82 64.64 4296.6 As at 31.03.2009 Rs.lacs As at 3.03.2008 Rs.lacs

Schedule 3 - Secured loans From Banks: i) Cash Credit

ii) Term loans in Foreign Currency [repayable within one year Rs. 466.88 lacs (as at 3.03.2008 Rs. 835.88 lacs)] (as at 3.03.2008 Rs. 835.88 lacs)] iii) Term loan [repayable within one year Rs. 3.64 lacs (as at 3.03.2008 Rs. 4.44 lacs)]

Per balance sheet . Cash Credit taken from banks (i) are secured by hypothecation of all current assets. 2. Term Loans in Foreign currency (ii) are secured by hypothecation of/charge on the company’s fixed assets acquired from proceeds of the loan. 3. Term Loan (iii) is secured by hypothecation of/charge on company’s vehicles specifically purchased under the loan.

437.62

Schedule 4 - Unsecured loans a. Short term loans from banks c. Other loans and advances Interest free Sales tax loan [repayable within one year Rs. 45.57 lacs (as at 3.03.2008: Rs. 47.00 lacs)] Per balance sheet 1500.00 2658.40 1455.43 5613.83 3000.00 2022.94

b. Short term loan from bank in foreign currency

397.59 6420.53

43

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 (contd.)
Schedule 5 - Fixed assets
GROSS BLOCK - AT COST Description Opening Additions Balance As at 01.04.08 Rs. lacs A. Tangible Assets Freehold land Leasehold land Buildings and flats Plant and machinery Furniture, fixtures and equipment Electrical installations Vehicles Sub Total (A) B. Intangible Assets Computer software Sub Total (B) Total (A) + (B) Previous year 60.00 47.46 2977.78 26064.63 1260.28 738.61 425.62 31574.38 157.68 157.68 31732.06 26822.55 Deductions Closing Balance As at 31.03.09 Rs. lacs Opening Balance As at 01.04.08 Rs. lacs DEPRECIATION For the year On Deductions Closing Balance As at 31.03.09 Rs. lacs NET BLOCK As at 31.03.09 As at 31.03.08

Rs. lacs Rs. lacs 130.59 440.31 1534.46 113.20 71.41 2289.97 35.14 35.14 2325.11 4909.51

Rs. lacs Rs. lacs -

Rs. lacs

Rs. lacs

60.00 178.05 - 3418.09 - 27599.09 - 1373.48 810.02 425.62

4.57 3.42 828.98 105.17 13834.25 1655.12 819.42 68.62 366.31 160.13 35.43 36.22

60.00 60.00 7.99 170.06 42.89 934.16 2483.93 2148.80 15489.37 12109.72 12230.38 888.03 485.45 440.86 401.74 196.35 408.28 229.27 372.30 265.49

- 33864.35 192.82 192.82

16013.66 1903.98 110.51 110.51 35.49 35.49 1796.84

17917.64 15946.71 15560.72 146.00 146.00 46.82 46.82 47.17 47.17

- 34057.17

16124.17 1939.47

- 31732.06 14327.33

Capital work-in-progress Advances for capital expenditure Per balance sheet

18063.64 15993.53 - 15607.89 16124.17 120.10 218.01 37.92 158.02 246.55 464.56

16151.55 16072.45

Notes: i) Buildings and flats include a. Shares in respect of residential premises of a cost of Rs. 2.25 lacs in a co-operative society which is in the process of being transferred in the name of the company. b. Cost of shares of an aggregate face value of Rs.000 in co-operative housing societies viz. 5 shares of Rs. 50 each in Vile Parle Vatika Co-operative Housing Society Limited, 5 shares of Rs.50 each in Edenwoods Cypress House Co-operative Housing Society Limited, 5 shares of Rs. 50 each in The Ganesh Villa Co-operative Housing Society Limited and 5 shares of Rs.50 each in Vinayak Bhavan Co-operative Housing Society Limited.

44

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 (contd.) As at 31.03.2009 Rs. lacs Rs. lacs 6.00 As at 3.03.2008 Rs. lacs Rs.lacs .00 5.00 74.72

Schedule 6 - Investments Long term (at cost) A. Non-trade (unquoted) . Shares: 2st Century Battery Limited. 0,000 Equity shares of Rs. 0 each fully paid-up 1.00 2. In a mutual fund: DSP Black Rock Equity Fund 50,000 units of Rs. 0 each fully paid-up 5.00 B. Trade . In subsidiary companies Quoted Shares: SNL Bearings Limited 24,84,76 Equity shares of Rs. 0 each fully paid-up 174.72 Unquoted Shares: SNL Bearings Limited 0,00,000 6% Cumulative redeemable preference shares of Rs.00 each fully paid-up 1000.00 NRB Bearings (Thailand) Limited 49,99,994 Shares of THB 0 each fully paid-up 599.64 2. 3. In a joint venture company Unquoted Shares: Schneeberger India Private Limited ,2,500 Equity shares of Rs. 0 each fully paid-up Others Quoted Shares: Indusind Bank Limited 8,54 Equity shares of Rs. 0 each fully paid-up Eicher Motors Limited 600 Equity shares of Rs. 0 each fully paid-up Hero Honda Motors Limited 6,250 Equity shares of Rs. 2 each fully paid-up 11.25 0.98 0.06 0.05

6.00

1786.70 1792.70 175.81 1616.89 1792.70

000.00 599.64 - 0.98 0.06 0.05

775.45 78.45 75.8 605.64 78.45

Per balance sheet Aggregate amount of quoted investments [market value Rs. 226.96 lacs (as at 3.03.2008: Rs. 594.5 lacs)] Aggregate amount of unquoted investments

45

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 (contd.) As at 31.03.2009 Rs. lacs Rs. lacs As at 3.03.2008 Rs. lacs Rs.lacs

Schedule 7 - Inventories (at lower of cost and net realisable value, as certified by the Managing Director) Stores and spare parts Stock-in-trade 1862.04 709.62 1550.75 4342.75 481.69 8465.16 8946.85 2285.88 605.3 766.74 322.36 7780.29 8285.79 505.50

Raw materials, bought out components and packing materials Manufactured components Work-in-progress

Finished goods Per balance sheet

Schedule 8 - Sundry debtors Over six months Secured, considered good Unsecured, considered good Unsecured, considered doubtful Others Secured, considered good Unsecured, considered good 2.70 1147.30 374.07 40.33 6025.95 6066.28 7590.35 374.07 7216.28 5.55 287.46 125.05 418.06 8.20 275.04 33.07 596.3 37.8 7925.76 7963.57 8708.45 263.37 8445.08 1524.07 4.50 477.0 263.37 744.88

Provision for doubtful debts Per balance sheet Schedule 9 - Cash and bank balances Cash on hand Cheques on hand

Current accounts with scheduled banks Per balance sheet

46

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 As at 31.03.2009 Rs. lacs Rs. lacs 325.09 918.28 389.18 10.00 167.04 1809.59 676.66 75.38 5.8 407.90 23.75 As at 3.03.2008 Rs. lacs Rs.lacs

Schedule 10 - Loans and advances (Unsecured, considered good )

Advances and loans to subsidiary companies Advances recoverable in cash or in kind or for value to be received

Income taxes paid less provisions there against (other than deferred tax) Fringe benefit tax paid less provisions there against Balance with central excise Per balance sheet Schedule 11 - Current liabilities Sundry creditors - due to micro enterprises and small enterprises (see note 5) - due to others

- 3290.44 47 45.45 8.50 775.38 131.78 1.00 258.54 1220.65 62.95 8.50 63.07 97.66 .00 228.45 66.63 3290.44 90.72 13.30 - 31.17 3425.63 - 546.95 546.95 572.24 2.0 .72 50.93 5783.85

Security deposits

Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 956 - unpaid dividends (not due) - unclaimed fixed deposits

Interest accrued but not due on loans Per balance sheet Schedule 12 - Provisions

Taxation less payments thereagainst (other than deferred tax) Fringe benefit tax (net of payments) Proposed final dividend Additional income-tax on distributed profits Gratuity

Compensated absences Per balance sheet

SCHEDULES 13 TO 18 ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009 Year ended 31.03.2009 Rs. lacs Rs. lacs 1.24 - 1.24 - 405.46 43.68 1.24 - 74.59 - 9.60 534.57 Year ended 3.03.2008 Rs. lacs Rs.lacs .29 3.50 4.79 3.39 8.8 3.50 74.65 45.37 6.55 705.32 36.09 95.98

Schedule 13 - Other income Sale of scrap Agency commission Dividend from investments Trade - Long term Other than trade - Long term Other than trade - Current Profit on sale of current investments (net) Rent Foreign exchange gain (net) Miscellaneous Per profit and loss account

Schedule 14 - Increase/(Decrease) in stock of work-in-progress and finished goods Opening stocks: Manufactured components Work-in-progress Finished goods Closing stocks: Manufactured components Work-in-progress Finished goods Per profit and loss account Schedule 15 - Employee costs Salaries, wages and bonus Gratuity Company’s contribution to provident fund and other funds Staff welfare Per profit and loss account 605.31 1766.74 3122.36 5494.41 709.62 1550.75 4342.75 6603.12 1108.71 4345.31 209.35 347.91 592.61 5495.18 626.33 648.65 2353.73 4628.7 605.3 766.74 322.36 5494.4 865.70

429.03 08.53 347.60 697.85 5373.0

48

SCHEDULES 13 TO 18 ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009 Year ended 31.03.2009 Rs. lacs Rs. lacs 210.03 184.65 87.15 481.83 Year ended 3.03.2008 Rs. lacs Rs.lacs 298.40 52.27 9.85 570.52

Schedule 16 - Repairs Plant and machinery Buildings Others Per profit and loss account

Schedule 17 - Other expenses Insurance Rent Rates and taxes Legal and professional fees Directors’ fees Commission on sales Travelling and conveyance Postage, telephone and fax Bank charges Cash discount on sales Advertisement and publicity Forwarding charges Turnover rebate/Incentives Provision for doubtful debts Lease rent IT expenses Excise duty on Increase in stock of finished goods Foreign exchange Loss Miscellaneous Per profit and loss account Schedule 18 - Interest (Net) On fixed loans On others

62.18 20.08 74.09 207.87 2.10 154.13 445.71 93.16 88.52 25.42 82.47 646.17 231.36 110.70 44.51 93.02 (92.46) 971.26 506.82 3767.11

72.42 5.06 7.64 203.35 2.25 44.06 480.65 96.76 49.5 36.33 77.98 744.55 207.99 06.22 68.20 69.33 2.08 590.64 3204.02

668.20 268.07 936.27 (58.91) 877.36

57.26 64.9 635.45 (92.0) 543.35

Less : Interest income (Gross) on Inter-corporate deposits [Tax deducted at source Rs.3.25 lacs (3.03.2008 : Rs. 20.87 lacs)]

49

Schedule 19 - Significant accounting policies annexed to and forming part of the balance sheet as at 31st March, 2009 and the profit and loss account for the year ended on that date
. Basis of accounting The financial statements are prepared under historical cost convention on an accrual basis and are in accordance with the requirements of the Companies Act, 956, and comply with the Accounting Standards referred to in sub-section (3C) of section 2 of the said Act. (a) All fixed assets are stated at cost of acquisition, including any attributable cost for bringing the asset to its working condition for its intended use less accumulated depreciation. (b) Depreciation for the year has been provided on the straight line method, in the manner and at the rates prescribed in Schedule XIV to the Companies Act, 956, except that leasehold land is amortised over the period of the lease and computer software is amortised over a period of 36 months. (c) Also see Note 9 below.

2. Fixed assets and depreciation

3. Foreign currency transactions (a) Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. In respect of monetary items denominated in foreign currencies, exchange differences arising out of settlement or on conversion at the closing rate are recognised in the profit and loss account. Exchange differences arising on long term foreign currency monetary items relating to acquisition of depreciable capital assets, are adjusted to the carrying amount of fixed assets. (See note 3b of Schedule 20). (b) Swap transactions are entered by the company to hedge its exposure against movements in foreign exchange rates and interest rates (c) Gains/losses arising on swap transactions are recognized in the profit and loss account.

4. Investments Long-term investments are stated at cost less provision for diminution in the value of investments, if any. Current investments are stated at lower of cost and fair value.

5. Inventories Stores and spare parts and Stock-in-trade comprising of raw materials, bought out components & packing materials, manufactured components, work-in-progress and finished goods are valued at the lower of cost and net realisable value. Material costs included in the valuation of stock-in-trade are determined on the basis of weighted average method. Costs of conversion and other costs are determined on the basis of standard cost method adjusted for variances between standard costs and actual costs, unless such costs are specifically identifiable, in which case they are included in the valuation at actuals. Sales (a) Sales are recognized in accordance with Accounting Standard 9 viz. when the seller has transferred to the buyer, the property in the goods, for a price, or all significant risk and rewards of ownership have been transferred to the buyer without the seller retaining any effective control over the goods. (b) Sales are inclusive of excise duty and are net of sales returns. (a) Short term employee benefits are recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. (b) Long term benefits: (i) . Defined Contribution Plans : Provident and Family Pension Fund The eligible employees of the company are entitled to receive post employment benefits in 50

6.

7. Employee benefits

respect of provident and family pension fund, in which both employees and the company make monthly contributions at a specified percentage of the employees’ eligible salary (currently 2% of employees’ eligible salary). The contributions are made to the Regional Provident Fund Commissioner. Provident Fund and Family Pension Fund are classified as Defined Contribution Plans as the company has no further obligations beyond making the contribution. 2. Superannuation The eligible employees of the company are entitled to receive post employment benefits in respect of superannuation scheme, in which the company makes quarterly contributions at 5% of employees’ eligible salary. The contributions are made to a insurance company on behalf of the trust managed by the company (currently HDFC Standard Life Insurance Company Limited). Superannuation scheme is classified as Defined Contribution Plan as the Company has no further obligations beyond making the contribution. The Company’s contributions to Defined Contribution Plans are charged to profit and loss account as incurred. Defined Benefit Plans : Gratuity The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 5 days salary payable for each completed year of service at an average of last ten months salary. Vesting occurs upon completion of five years of service. The Company has arrangements with the insurance company (currently HDFC Standard Life Insurance Company Limited) for future payments of gratuities on behalf of the trusts established for this purpose. The Company accounts for gratuity benefits payable in future based on an independent actuarial valuation as at the year end. Actuarial gains and losses are recognized in the profit and loss account. Compensated absences The Company provides for encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits for future encashment/ availment. The liability is provided based on the number of days of unutilised leave at each balance sheet date on the basis of an independent actuarial valuation. Actuarial gains and losses are recognized in the profit and loss account.

(ii) .

2.

8. Voluntary retirement compensation Voluntary retirement compensation is fully expensed in the year in which the liability is incurred. Capital expenditure on research and development is treated in the same way as other fixed assets. Revenue expenditure is written off in the year in which it is incurred. Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are recognised as an expense in the period in which they are incurred. 9. Research and development expenditure

0. Borrowing costs

. Taxation Taxation expenses comprise current tax, deferred tax and fringe benefit tax. (a) Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income-tax Act,96. (b) Deferred tax is recognized on timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. (c) Fringe benefit tax is the amount of tax payable on the value of benefits provided to employees for the year as determined in accordance with the provisions of the Income-tax Act, 96. 5

Schedule 20 - Notes annexed to and forming part of the balance sheet as at 31st March, 2009 and the profit and loss account for the year ended on that date . 2. 3. Contingent liabilities not provided for: a) Income Tax b) Sales tax c) Customs duty d) Bank guarantees e) Bills discounted f) Corporate guarantees issued on behalf of subsidiary companies. As at 31.03.2009 Rs. lacs 60.25 46.01 158.87 8.00 - 1973.56 As at 3.03.2008 Rs.lacs 27.63 46.0 58.87 5.50 3.72 498.93

The Company is in further appeal in respect of matters stated in a) to c) above. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 1542.17 Year ended 31.03.2009 Rs. lacs a) The amount of exchange differences (net): i) (credited) / debited to the profit and loss account is 971.26 ii) added to/(deducted from) the carrying amount of fixed assets is (also see 3b below) 555.14

555.82

Year ended 3.03.2008 Rs.lacs (45.37) --

b) Pursuant to the option available under the Companies (Accounting Standards) Amendment Rules, 2009, issued vide notification no G.S.R.225(E) dated 3st March, 2009, the Company has, with effect from st April, 2007, changed its accounting policy wherein exchange differences arising on long term foreign currency monetary items in so far as they relate to acquisition of depreciable capital asset has been added to or deducted from the cost of the asset and depreciated over the balance useful life of the asset. Until the previous year, such exchange differences were recognized as income or expenditure in the profit and loss account. Accordingly, exchange loss (net) is lower by Rs. 753.0 lacs, fixed assets is higher by Rs. 555.4 lacs, general reserve is lower by Rs. 30.66 lacs (net of deferred tax Rs. 67.2 lacs) and profit before tax is higher by Rs. 753.0 lacs.

4. The company has investments of Rs. 74.72 lacs (as at 3.03.2008: Rs.74.72 lacs) comprising 248476 Equity shares of Rs.0 each and 000000 6% Cumulative redeemable preference shares of Rs.00/- each, in SNL Bearings Limited (SNL), a subsidiary company. The company has also granted to SNL, advances and loans of Rs.300.00 lacs (as at 3.03.2008: Rs.650.00 lacs). Although SNL has substantial accumulated losses, in the opinion of the management, having regard to the long term prospects of SNL and the efforts being made to turnaround its financial position and performance, no provision for the loss is considered necessary. 5. There are no amounts due to the suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006; this information takes into account only those suppliers who have responded to the enquiries made by the Company for this purpose. This has been relied upon by the auditors.

52

6.

Expenditure on Research and Development : a) charged to the profit and loss account b) capitalized to fixed assets

Year ended 31.3.2009 Rs. in lacs 251.11 44.72

Year ended 3.3.2008 Rs.in lacs 200.4 2.93

7. As the company’s activity falls within a single segment viz. bearings and the sales substantially being in the domestic market, the disclosure requirements of Accounting Standard 7 “Segment Reporting”, is not applicable. 8. Related party disclosures (i) Names of related parties and nature of relationship where control exists (a) (b) (c) SNL Bearings Limited – subsidiary company NRB Bearings (Thailand) Limited - subsidiary company Mr. T. S. Sahney, Chairman and Managing Director – individual having substantial interest in the voting power and the power to direct by agreement, the financial and operating policies of the company.

53

(ii) Transactions with related parties Name of the related party and description of relationship Nature of transaction Volume of transactions Rs. lacs SNL Bearings Limited, referred in ICDs repaid (i)(a) above Interest received on ICDs Sale of raw materials Lease rent paid Purchase of raw materials etc. and finished goods Purchase of Plant and Machinery Guarantees given by NRB NRB Bearings (Thailand) Limited., Investment in Share referred in (i)(b) above capital Advances given Advances Repaid Sale of Raw materials and Finished goods Guarantees given by NRB Key management personnel - Mr. T. S. Sahney [also the individual referred in (i)(c) above] - Ms. H. S. Zaveri – Whole time Director - Mr. D. S. Sahney – Whole time Director New Indo Trading Co. a firm where Service charges paid the individual referred in (i)(c) above is a partner Schneeberger India Private Limited, Investment in Share capital a Joint Venture of the Company Reimbursement of Expenses Rent Received Remuneration 82.21 (34.88) 72.68 (9.90) 52.14 (60.87) 4.20 (4.20) 11.25 (-) 8.78 (-) 3.52 (-) - (-) - (-) - (-) - (-) - (.4) - (-) - (-) 350.00 (400.00) 58.91 (92.0) 12.89 (3.45) - (24.50) 838.50 (858.80) - (273.96) Outstanding guarantees - (-) - (443.86) - (9.0) 6.60 (-) 29.98 (-) Outstanding guarantees 1474.63 (288.93) 1763.56 (288.93) 210.00 (20.00) - (-) 75.19 (247.43) Receivable Payable As at As at 31.03.2009 31.03.2008 Rs. lacs Rs. lacs 300.00 (650.00) - (-) - (-) - (-)

25.93 (26.66)

- (74.0)

54

8. (contd.) (iii) Additional disclosure pursuant to Circular CRD/GEN/2003/ dated February 6, 2003 of The Stock Exchange, Mumbai. Name Balance as at 31st March, 2009 Rs.lacs Loans and advances in the nature of loans to subsidiary companies a) SNL Bearings Limited 300.00 (650.00) b) NRB Bearings (Thailand) Limited 25.09 (26.66) Notes: i) Figures in brackets are in respect of the previous year. Maximum amount outstanding during the year ended 31st March, 2009 Rs.lacs

650.00 (050.00) 26.66 (26.66)

ii) No amounts pertaining to related parties have been provided for as doubtful debts. Further, no amounts have either been written off or written back during the year. iii) Dividend paid has not been considered by the company as a transaction falling under the purview of Accounting Standard 8 “Related Party Disclosures”.

9. The company has taken certain equipment and vehicles on operating lease. Lease rentals charged to the profit and loss account for the year ended 3st March, 2009 aggregated Rs. 44.5 lacs (for the year ended 3.03.2008: Rs. 68.20 lacs). The minimum lease payments to be made in future as at the year end, in respect of non-cancellable leases are as follows: (i) For a period not later than one year (ii) For a period later than one year and not later than five years (iii) For a period later than five years (Rs. in lacs) 28.96 (44.8) 42.16 (80.87) - (-)

Figures in brackets are in respect of the previous year

0. Values used in calculating Earnings Per Share Year ended 31.03.2009 (i) Numerator: Profit after tax (Rs.in lacs) 426.32 (ii) Denominator: Number of Equity shares 48,461,300 Year ended 3.03.2008 335.25

48,46,300

55



(a) Directors’ remuneration* Whole-time directors Salary Commission Other perquisites Non-whole time directors Directors’ fees Commission

Year ended 31.03.2009 Rs. lacs

Year ended 3.03.2008 Rs. lacs

103.20 - 21.12 82.71 207.03 2.10 1.50 210.63

03.20 74.0 23.9 86.44 287.65 2.25 5.00 294.90

Contribution to provident fund and other funds

*excluding gratuity contributed and compensated absences provided, on a global basis.

Note: Consequent to inadequacy of profits for the year, remuneration paid to Managing Director and a Whole-time Director is in excess of the limit specified in Section 98 of the Companies Act 956 read with Schedule XIII of the Act. The excess remuneration of Rs. 44.26 lacs is pending approval of the members in the ensuing Annual General Meeting. The Company will subsequently make the application to Central Government in this regard. (b) Commission payable to the Directors: 916.06 207.03 2.10 1.50 110.70 1237.38 583.62 287.65 2.25 5.00 06.22 5584.74

Profit before tax ii) Directors’ sitting fees

Add: i) Whole-time Directors’ remuneration iii) Commission to non-whole time Directors

iv) Provision for doubtful debts Net profit Commission payable to the Managing Director and the two whole-time directors (at the rate of % of net profits to each of them, limited to one year’s salary in respect of the Managing Director and six month’s salary in respect of the two whole-time directors) Commission to non –whole time directors (not exceeding 0.25% of net profits, subject to maximum of Rs. 5 lacs as determined by the Board of Directors)

-

74.0

1.50

5.00

56

2 Components of deferred tax: Nature of timing difference

Rs.lacs Deferred tax asset/(liability) As at 31.03.2008 (364.80) (364.80) 89.52 77.65 4.26 7.43 93.37 Credit/(charge) for the year Deferred tax asset/(liability) As at 31.03.2009 (470.86) (470.86) 27.5 87.88 25.03 255.83

(a) Deferred tax liability Depreciation Sub – total (b) Deferred tax asset Provision for doubtful debts Provision for compensated absences Voluntary retirement compensation Sub-total Net amount Add: Tax effect of exchange differences pertaining to previous year adjusted in general reserve [see note 3(b)] Net charge 29.67 37.63 0.23 (4.26) 43.60 62.46 67.2 (06.06) (06.06)

3.

Details of Auditors’ remuneration: (excluding service tax) Audit fees Report under section 44AB of the Income-tax Act, 96 Taxation matters Other services Reimbursement of expenses

Year ended 31.03.2009 Rs. lacs

Year ended 3.03.2008 Rs.lacs

16.00 2.00 3.98 14.30 0.50

4.00 2.00

.55 8.00 0.4

57

4. Raw materials, components and packing materials consumed: Unit Tonnes “ Nos. in 000s Quantity Year ended 31.03.2009 Value Rs. lacs 7681.66 153.57 7835.23 2411.31 2411.31 611.67 10858.21 Year ended 3.03.2008 Quantity Value Rs.lacs 954 62 727 * 729.24 224.86 756.0 2395.96 2395.96 68.74

Raw materials: Steel 83566 114 101656 *

Brass Sub - total Components Sub - total Packing materials

* diverse quantitative units Grand total

0593.80

Of which Imported Indigenous Total

% 27 73 100

Value Rs.lacs 2938.06 7920.15 10858.21

% 26 74 00

Value Rs.lacs 279.5 7874.65 0593.80

Note: Consumption includes adjustment of excess/shortage ascertained on physical count.

5 Stores and spares consumed: Year ended 31.03.2009 % 12 88 100 Value Rs. lacs 396.88 2935.04 3331.92 Year ended 3.03.2008 % 0 90 00 Value Rs. lacs 328.49 286.63 390.2

Imported Indigenous

58

6. Capacity and Production: Unit Loose Needle Rollers Needle Roller Bushes and Cages Ball and Roller Bearings Automobile Components Notes: i) ii) iii) Nos.in 000s “ “ “ Installed capacity (per annum) As at 31.03.2009 3429120 57294 29080 4500 Production Year ended 3.03.2008 2336622 43037 2963 337

As at Year ended 3.03.2008 31.03.2009 342920 52294 28930 4500 2200787 41302 17406 3086

Licenced capacity has not been shown as the industry has been delicensed. Installed capacity is as certified by the Chairman and Managing Director and has been accepted by the auditors without verification, this being a technical matter. Production includes following quantities produced for captive consumption: (a) Loose Needle Rollers – 29625 Nos. in thousands (for the year ended 3.03.2008: 308297 Nos. in thousands) (b) Needle Roller Bushes and Cages – 487 Nos. in thousands (for the year ended 3.03.2007: 96 Nos. in thousands)

7. Sales (net of excise duty): Year ended 31.03.2009 Quantity 918241 41448 15327 2977 Value Rs.lacs 1803.33 11849.24 13767.74 1653.31 29073.62 Year ended 3.03.2008 Quantity 046488 4234 20324 39 Value Rs.lacs 82.4 66.50 746.50 566.96 3242.37

Unit

Loose Needle Rollers Needle Roller Bushes and Cages Ball and Roller Bearings Automobile Components Total Note:

Nos.in 000s “ “ “

The company sometimes sells manufactured components of Needle Roller Bushes and Cages and Needle Roller Bearings. The quantities of such components have not been included in the relevant groups. However, the value shown under the relevant groups is inclusive of the value of such components.

59

8. Closing stock of finished goods: As at 31.03.2009 Unit Loose Needle Rollers Needle Roller Bushes and Cages Ball and Roller Bearings Automobile Components Total Nos.in 000s “ “ “ Quantity 190360 7119 2545 510 As at 3.03.2008 As at 3.03.2007 Value Rs.lacs 2.04 765.79

Value Quantity Rs.lacs 377.37 1205.46 2520.30 239.62 4342.75 27439 5095 323 40

Value Quantity Rs.lacs 20.32 808.52 939.53 63.99 322.36 45602 4208

484 226.7 383 50.9 2353.73

Notes: () Stocks are after adjustments for excess/shortage on physical count and write off of obsolete and slow moving items. (2) The company also sells manufactured components of Needle Roller Bushes and Cages and Needle Roller Bearings. The quantities of such components have not been included in the relevant groups. However, the values shown under the relevant groups are inclusive of the values of such components. Year ended 31.03.2009 Rs.lacs 3402.55 441.14 189.83 Year ended 3.03.2008 Rs.lacs 2383.93 40.74 882.22

9

C.I.F. value of imports: i) Raw materials and components ii) Stores and spares iii) Capital goods

20. Expenditure in foreign currency: i) Foreign travel ii) Commission on exports iii) Interest iv) Salary 81.74 10.07 409.60 122.34 - 74.48 5.52 264.38 65.79 7.22

v) Others 2. Earnings in foreign exchange:

i) Export of goods calculated on F.O.B. basis ii) Reimbursement of insurance and freight on exports iii) Agency commission

4418.52 77.69 43.68

3534.68 80.47 95.98

60

22. Financial and Derivative Instruments i) Forward Exchange Contracts entered into by the Company that are outstanding as at st March, 2009. 3 Currency USD JPY JPY EURO Amount in foreign currency ,405,000 (-) 0,000,000 (-) 8,247,932 (-) 25,000 (-) Buy/Sell Buy (-) Buy (-) Buy (-) Buy (-) Cross Currency INR (-) INR (-) USD (-) USD (-)

These Forward Foreign Exchange Contracts are entered into for hedging purposes and not for speculation purposes ii) Swap transactions to hedge against fluctuations in exchange rates: No. of contracts Principal amount in US Dollars Equivalent rupees at year end rate Principal amount in Yen (cross currency swap in US Dollars) Equivalent dollars at year end rate : : : : : 2 (2)

,470,048 (,500,000) 702.07 lacs (694.80 lacs) 43,243,475 (43,243,475) 3,880,220 (3,880,220)

iii) Foreign currency exposures that have not been hedged by a derivative instrument or otherwise outstanding as at 3.03.2009: a) Purpose Export of goods Amounts receivable in foreign currency : Currency USD EURO CHF GBP Amount 599,745 (55,946) 2,470,309 (,592,496) 5,985 (-) 22,313 (9,777) Equivalent Rs. lacs as at the year end 304.07 (62.3) 1653.87 (002.6) 2.66 (-) 16.16 (7.76)

6

b)

Amounts payable in foreign currency : Purpose Currency JPY EURO USD CHF Amount 47,013,938 (20,894,627) 278,027 (373,806) - (8,923) 34 (6,325) - (7,300,775) 5,667,556 (4,3,005) - (77,666) 4,687,200 (938,879) Equivalent Rs.lacs as at the year end 248.33 (483.34) 179.31 (235.39) - (32.65) 0.01 (6.53) - (468.97) 2874.58 (5624.30) - (30.95) 25.38 (3.72)

Import of goods

Capital Imports Loans payable Interest payable

JPY USD USD JPY

iv) Figures in brackets are the corresponding figures in respect of the previous year. . Defined Contribution plans Contribution to Defined Contribution Plans, recognized in the statement of profit and loss account for the year, under employee costs in schedule 5 are as under: Year ended 31.03.2009 Rs. in Lacs 138.66 95.05 65.72 Year ended 3.03.2008 Rs. in Lacs 24.85 06.38 62.4

23. Employee Benefits

i) Employer’s Contribution to Provident Fund ii) Employer’s Contribution to Family Pension Fund iii) Employer’s Contribution to Superannuation Fund 2. Defined Benefit Plan a)

Gratuity – as per actuarial valuation as on 3st March, 2009 (based on Projected Unit Benefit Method) Particulars As at 31st March, 2009 Rs. In Lacs 38.77 6.22 (74.99) 84.35 209.35 As at 31st March, 2008 Rs. In Lacs 35.59 52.75 (58.35) 78.54 108.53

i) Components of employer expenses a) Current Service cost b) Interest cost c) Expected return on plan assets d) Actuarial Losses/ (Gains) Total expenses recognised in the Profit and Loss Account

62

Particulars

As at 31st March, 2009 Rs. In Lacs 55.20 214.00 (886.53) 888.2 1.59 87.62 96.73 754.2 38.77 6.22 87.62 (55.20) 886.53 75.06 74.99 (96.73) 24.00 (55.20) 888.12 69.69 8.00% 8.00% 3%-4% LIC (994-96) Ultimate 00.00%

As at 31st March, 2008 Rs. In Lacs 6.39 110.00 (754.2) 75.06 (3.06) 72.66 5.88 654.5 35.59 52.75 72.66 (6.39) 754.12 649.97 58.36 (5.88) 0.00 (6.39) 751.06 58.45 8.00% 8.00% 3%-4% LIC (994-96) Ultimate 00.00%

ii) Actual Contribution and Benefit Payments for year a) Actual benefit payments b) Actual Contributions iii) Net asset/(liability) recognised in balance sheet a) Defined Benefit Obligation b) Fair Value of Plan assets c) Net asset/(liability) recognised in balance sheet d) Experience adjustment arising on : ) Plan Liabilities [ Losses / (Gains) ] 2) Plan Assets [ Losses / (Gains) ] iv) Change in Defined Benefit Obligations (DBO) during the year a) Present Value of DBO at the beginning of the year b) Current Service cost c) Interest cost d) Actuarial Losses/ (Gains) e) Benefits paid Present Value of DBO at the end of the year v) Change in Fair Value of Assets during the year a) Plan assets at beginning of the year b) Expected return on plan assets c) Actuarial (Losses)/ Gains d) Actual Company contributions e) Fair Value of benefits paid Fair value of plan assets at the end of year vi) Contribution expected to be paid next year vii) Actuarial Assumptions a) Discount Rate b) Expected rate of return on Plan assets c) Salary escalation d) Mortality Table viii) The major categories of plan assets - Insurer Managed Funds Notes: i)

ii) iii)

Accounting Standard 5 (Revised 2005) “Employee Benefits” requires the disclosure of the information mentioned under 2(a)(iii) above related to ‘Net Asset / (Liability) recognized in balance sheet’ for the past four years; however the information is available only for past one year since the date of implementation of the Standard. The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the estimated term of obligation. The assumption of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors.

63

b) Compensated absences recognized in the statement of profit and loss account for the year, under employee cost in schedule 5, is Rs.62.09 lacs (for the year ended 3.03.2008 : Rs. 38.07 lacs)

24. The company has entered into a joint venture agreement with Schneeberger Holding AG, Switzerland to act as its exclusive agent in India and has formed a joint venture company with effect from 5th February, 2008 for which NRB Bearings Limited has contributed towards its share capital on 4th May, 2008. The proportionate share in assets, liabilities, income & expenditure of the joint venture company as on 3st, December 2008 is given below :
(Rupees in Lacs)

Name of The Joint venture company Schneeberger India Private Limited (incorporated in India)

Percentage of holding 45%

Assets 9.54

Liabilities # 7.79

Income 5.9

Expenditure 8.56

There are no capital commitment nor contingent liabilities. # net after deducting shareholders’ funds

25. Previous year’s figures have been regrouped wherever necessary.

Signature to Schedule  to 20 For and on behalf of the Board of Directors P. D. Ojha K. S. Pant

T. S. Sahney Managing Director

H. S. Zaveri Mumbai : June 2, 2009 S. C. Rangani Sr. V P Finance & Co. Secretary

K. M. Elavia

D. S. Sahney Directors

64

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I. Registration Details Registration No. II. Balance Sheet Date

- - -  3 2 5  3  03

State Code

 

2 0 0 9

Date Month Year Capital Raised During the year (Amount in Rs. ) Public Issue Right Issue

- - - N I L - -
Bonus Issue

- - - N I L - - Private Placement

- - - N I L - - III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) Sources of Fund Total Liabilities

- - - N I L - - -

Total Assets

- - 3  6 8 8 7 5
Paid -Up Capital

- - 3  6 8 8 7 5
Reserves & Surplus

- - - - 9 6 9 2 3 Secured Loans

-  6 4 8   0 -
Unsecured Loans

- - - 7 3 6 8 7 6

- - - 5 6  3 8 3
Deferred Tax Liability

- - -  2 5 5 8 3 Application of Funds Net Fixed Assets Investments

- -  6  5  5 5 Net Current Assets

- - -  7 9 2 7 0
Miscellaneous Expenses

- -  3 7 4 4 5 0 Accumulated Losses

- - - N I L - - -

- - - N I L - - IV. Performance of Company (Amount in Rs. Thousands) Turn Over Total Expenditure

- - 2 9 6 0 8  9 + (+ for Profit, - for Loss)

- - 2 8 6 9 2  3
Profit after Tax

Profit before Tax



- - - - 9  6 0 6
Earning Per Share in Rs.

 + -

- - - - 4 2 6 3 2
Dividend Rate %

- - - - - - . 8 8

- 8 0

65

V.

Generic Names of Three Principal Products/ Services of Company (as per monetary terms) Item Code No. (I T C Code)

- - - - - 8 4 8 2 4 0 .. 0 0

Product Description

N E E D L E R O L L E R - - - - - - - - - - B E A R I N G S - - - - - - - - - - - - - - - - - - - 8 4 8 2  0 . 0 0

Item Code No. (I T C Code)

Product Description

Y L I N D R I C A L R O L L E R - C E A R I N G S - - - - - - - - - - - B

Item Code No. (ITC Code) Product Description

- - - - - 8 4 8 2  0 . 0 0 B A L L B E A R I N G S - - - - - - - - - -

For and on behalf of the Board of Directors P. D. Ojha K. S. Pant

T. S. Sahney Managing Director

H. S. Zaveri Mumbai : June 2, 2009 S. C. Rangani Sr. V P Finance & Co. Secretary

K. M. Elavia

D. S. Sahney Directors

66

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES SNL BEARINGS LTD AND NRB BEARINGS (THAILAND)LTD

SNL BEARINGS LTD 3st March, 2009

NRB BEARINGS (THAILAND) LTD 3st March, 2009

A. The Financial Year of the Subsidiary Company B. (a) Number of Shares held by Holding Company at the end of the financial year of the Subsidiary Company 248476 Equity Shares of 4,999,994 Equity Shares of Rs.0/- each fully Thai Baht 0/- each , paid up Thai Baht 0 each fully paid up 68.78% Rs.00.28 lacs Rs. 276.06 lacs Nil Nil 00.00%

(b) Extent of holding

C. The net aggregate of profit/(loss) of the Subsidiary so far as it concerns the members of the Holding Company and not dealt with in the Accounts of the Holding Company (a) For the financial year ended 3st March, 2009 (b) For the previous financial year

(984.85) THB’000 (960.9) THB’000 Nil Nil

D. Profit dealt with or losses provided for in the Accounts of the Holding Company (a) For the financial year ended 3st March, 2009 (b) For all previous financial years

T. S. Sahney Managing Director

P. D. Ojha

K. S. Pant

H. S. Zaveri Mumbai : June 2, 2009 S. C. Rangani Sr. V P Finance & Co. Secretary

K. M. Elavia

D. S. Sahney Directors

67

ABRIDGED ACCOUNTS OF SUBSIDIARY COMPANIES SNL BEARINGS LIMITED
Rs. Lacs
ABRIDGED BALANCE SHEET AS ON 31ST MARCH ABRIDGED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH

Liabilities Capital Reserves & Surplus Loan funds

2009

2008

Income Sales (Net) Other income Stocks increase/(decrease) Total

2009

2008

1361.15 36.5 15.03 423.46 5.03 77.93

1239.99 555.84 22.64 44.69 144.93 (9.7) 1407.56 59.36 515.58 119.50 502.54 44.46 71.65 52.33 77.88 445.66 74.24 94.6

Other liabilities and provisions 299.64 200.05 Total 2099.28 2294.6 Assets Fixed assets (net) Current assets Profit & loss account Total 364.81 908.65 385.60 982.45

Expenditure Materials consumed Operating expenses Adm. & other exps Depreciation Interest Total

825.82 926. 2099.28 2294.6

1253.73 33.27 153.83 53.54 100.29 278.09 2.03 276.06

Profit/(Loss) before tax Provision for taxation Profit/(Loss) after tax

NRB BEARINGS (THAILAND) LTD.
ABRIDGED BALANCE SHEET AS ON 31ST MARCH

THB’000

ABRIDGED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH

Liabilities Capital Reserves & Surplus Loan funds Other liabilities and provisions Total Assets

2009

2008

50000.00 50000.00 - 75373.38 6587.98

Income Sales (Net) Other income Stocks increase/(decrease) Total

2009 57.06 4.40 - 61.46 493.71 339.72 13349.15 3333.98 1729.75 19246.31

2008 52.40 52.40

1502.53 56.82 126875.91 5705.80

Expenditure Materials consumed Operating expenses

- 7640.29 529.54 43.48 923.3

Fixed assets (net) Current assets Profit & loss account Total

91475.52 4696.72 6346.32 038.85 29054.07 9869.23 126875.91 5704.80

Adm. & other exps Depreciation Interest Total Profit/(Loss) before tax Provision for taxation Profit/(Loss) after tax

(19184.85) (960.9) - (19184.85) (960.9)

68

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2009
. We have audited the attached consolidated balance sheet of NRB Bearings Limited, the parent company, and its subsidiaries [collectively referred to as `the group’] as at 3st March, 2009, and also the consolidated profit and loss account and the consolidated cash flow statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the parent company’s management and have been prepared by the management on the basis of separate financial statements of the parent company and its components. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. We did not audit the financial statements of a subsidiary whose financial statements reflect total assets of Rs. 400.96 lacs as at 3st March, 2009, total revenue of Rs. 0.83 lac and net cash inflows of Rs. 5.85 lacs and of a joint venture whose financial statements reflect the group’s share of total assets of Rs. 9.54 lacs as on 3st December, 2008, total revenue of Rs. 5.9 lacs and net cash inflows of Rs. 5.65 lacs for the period 5th February, 2008 to 3st December, 2008 as considered in the Consolidated Accounts. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the management, and our opinion is based solely on the report of the other auditors. 4. We report that the consolidated financial statements have been prepared by the parent company’s management in accordance with the requirements of Accounting Standard 2 ‘Consolidated Financial Statements’ and Accounting Standard 27 ‘Financial Reporting of Interests in Joint Ventures’ as notified under the Companies (Accounting Standards) Rules, 2006. 5. Attention is invited to footnote under note 11 of Schedule 20 regarding managerial remuneration of Rs. 44.26 lacs paid during the year in respect of parent company, in excess of specified limits, pending approval of the members and Central government. 6. Subject to the matter referred in paragraph 5 above and on the basis of the information and explanations given to us and on the consideration of the separate audit reports on individual audited financial statements of NRB Bearings Limited and its components, we are of the opinion that the said consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the consolidated balance sheet, of state of affairs of the group as at 3st March, 2009; (ii) in the case of the consolidated profit and loss account, of the profit for the year ended on that date; and (iii) in the case of consolidated cash flow statement, of the cash flows for the year ended on that date. For A. F. FERGUSON & CO. Chartered Accountants

Mumbai: June 2, 2009 69

A. C. KHANNA Partner Membership No.784

NRB BEARINGS LIMITED - CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2009 I. SOURCES OF FUNDS: ) Shareholders’ funds: a) Share capital b) Reserves and surplus Minority interest (i) Share capital (ii) Reserves and surplus - Brought forward balance - Transferred from profit & loss account Schedule No.  2 As at 31.03.2009 Rs.lacs Rs.lacs 15628.04 112.74 (284.44) 31.31 (253.13) (140.39) 969.23 Rs.lacs 6359.82 2.74 (370.6) 86.7 (284.44) As at 3.03.2008 Rs.lacs

969.23

Adjusted against majority interest 2) Loan funds: a) Secured loans b) Unsecured loans 3) Deferred tax liability (net) (see Note 0 on Schedule 20) Total II. APPLICATION OF FUNDS: ) Fixed assets: a) Gross block Less: depreciation b) c) Net block d) Capital work in progress and advances for capital expenditure advances for capital expenditure for 2) Investments 3) Current assets, loans and advances: a) Inventories b) Sundry debtors c) Cash and bank balances Loans and advances d) Less: Current liabilities and provisions: a) Current liabilities Provisions b) Net current assets Total Significant accounting policies Notes to the consolidated accounts
Per our report attached For A. F. FERGUSON & CO. Chartered Accountants A. C. KHANNA Partner Mumbai: : June 2, 2009

3 4

(7.70) 15487.65

16456.88 14161.54

688.2 757.35

7492.22 6669.32

4490.74 6425.73 33969.56 7449.24 6520.32

096.47 93.37 29267.9

37068.05 19466.26 17601.79 152.49 9561.48 7426.88 451.87 1568.18 19008.41 3644.14 1251.37 4895.51

31874.27 17757.28 7.09 14112.90 31874.27

1255.85

5 6 7 8 9 0  2 9 20

464.56 872.57 8684.48 66.39 697.5 970.59 5754.42 680.95 7435.37

6984.88 7.09

2275.22 29267.9

For and on behalf of the Board of Directors P. D. Ojha H. S. Zaveri K. S. Pant

T. S. Sahney Managing Director S. C. Rangani Sr. V P Finance & Co. Secretary

K. M. Elavia D. S. Sahney Directors Mumbai : June 2, 2009

70

NRB BEARINGS LIMITED - CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009 INCOME Sales (Gross) Less: Excise duty Other income Increase/(Decrease) in stock of work-in-progress and finished goods EXPENDITURE Raw materials, components and packing materials consumed Stores and spares consumed Processing charges Power and fuel Employee costs Repairs Other expenses Depreciation Interest (net) PROFIT BEFORE TAX Provision for taxation - Current tax - In respect of earlier years - Deferred tax - Fringe benefit tax Schedule No. 3 4 5 6 7 5 8 Year ended 31.03.2009 Rs.lacs Rs.lacs 32859.32 3426.30 322.53 11.35 129.69 29433.02 569.66 30002.68 1253.65 31256.33 10428.69 3436.18 1676.34 1469.18 5964.64 520.48 3929.18 2019.64 972.47 30416.80 839.53 463.57 82.27 545.84 293.69 262.38 31.31 1775.75 2038.13 775.38 132.40 50.48 958.26 1079.87 Rs.lacs 3779.0 4934.89 650.00 - 97.37 Year ended 3.03.2008 Rs.lacs

32859.2 727.6 33586.82 856.53 34443.35 085.33 329.23 953.57 440.77 5797.35 624.34 3330.6 883.85 637.84 2944.44 5298.9

747.37 87.03 834.40 3464.5 3378.34 86.7 93.27 347.6 63.07 97.66 335.3 695.86 775.75

PROFIT AFTER TAX Parent company’s share Minority Add: Balance brought forward

AVAILABLE FOR APPROPRIATIONS LESS:APPROPRIATIONS: Proposed final dividend Additional income-tax on distributed profits Transfer to general reserve BALANCE CARRIED TO CONSOLIDATED BALANCE SHEET Significant accounting policies 9 Notes to the consolidated accounts 20 Basic, as well as diluted, earnings per equity share (Nominal value per equity share: Rs.2) [see Note 9 on Schedule 20]
Per our report attached to the consolidated balance sheet For A. F. FERGUSON & CO. Chartered Accountants A. C. KHANNA Partner Mumbai: June 2, 2009

Rs.0.61

Rs.7.5

For and on behalf of the Board of Directors P. D. Ojha H. S. Zaveri K. S. Pant

T. S. Sahney Managing Director S. C. Rangani Sr. V P Finance & Co. Secretary

K. M. Elavia D. S. Sahney Directors Mumbai : June 2, 2009

7

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009 A. B. CASH FLOW FROM OPERATING ACTIVITIES: NET PROFIT BEFORE TAX Adjustments for: Depreciation Foreign exchange loss/(gain) unrealised Interest expenditure (net) Dividend income Profit on sale of fixed assets (net) Profit on sale of current investments Provision for compensated absences Provision for doubtful debts Foreign currency translation Year ended 31.03.2009 Rs.lacs Rs.lacs 2019.64 404.54 972.47 (1.24) (0.10) - 28.55 120.70 44.28 839.53 3588.84 4428.37 (1222.55) 3205.82 (768.85) 2436.97 (2234.29) 0.50 - - 1.24 (2232.55) 7102.63 (9425.41) 4305.92 (992.64) (1161.78) (197.66) (368.94) (164.52) 6457.78 (373.78) (79.70) (653.52) (630.07) (07.07) 633.64 59.2 883.85 (235.88) 637.84 (8.8) (2.4) (3.50) 5.46 4.57 29.55 (460.92) (399.24) 685.79 Year ended 3.03.2008 Rs.lacs Rs.lacs 5298.9

242.57 7720.48

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES AND OTHER ADJUSTMENTS Changes in: - Trade and other receivables 1716.33 - Inventories (848.91) - Trade payables (2089.97) NET CASH GENERATED FROM OPERATIONS Direct taxes paid (net of refund) NET CASH FROM OPERATING ACTIVITIES CASH FLOW FROM INVESTING ACTIVITIES: Purchase of fixed assets (including adjustments on account of capital advances) Sale of fixed assets Purchase of investments Sale of investments Dividend income NET CASH USED IN INVESTING ACTIVITIES Proceeds from borrowings Repayment of borrowings Increase / (Decrease) in cash credit Interest paid Dividend paid Additional Income tax on distributed profits NET CASH FROM/(USED IN) FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 72

(74.37) 6546. (59.82) 4954.29

(5548.58) 8.09 (2853.39) 2856.89 8.8 (5528.8)

C. CASH FLOW FROM FINANCING ACTIVITIES:

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009 (contd.) CASH AND CASH EQUIVALENTS AS AT THE COMMENCEMENT OF THE YEAR the components being: Cash on hand Cheques on hand Remittance in transit Year ended 31.03.2009 Rs.lacs Rs.lacs 8.24 275.04 330.00 3.11 5.58 287.46 145.33 13.50 616.39 451.87 (164.52) 8.24 275.04 330.00 3. 66.39 59.2 6.4 233.47 36.08 8.58 557.27 Year ended 3.03.2008 Rs.lacs Rs.lacs

Balances with banks on current accounts

CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR the components being: Cash on hand Cheques on hand

Balances with banks on current accounts Balances with banks on fixed deposit account NET INCREASE/(DECREASE) AS DISCLOSED ABOVE

Notes: . Figures in brackets represent deductions/outflows. 2. Previous year’s figures have been regrouped wherever necessary. Per our report attached to the consolidated balance sheet For A. F. FERGUSON & CO. Chartered Accountants

For and on behalf of the Board of Directors P. D. Ojha K. S. Pant

T. S. Sahney Managing Director

H. S. Zaveri A.C. KHANNA Partner Mumbai: June 2, 2009 S. C. Rangani Sr. V P Finance & Co. Secretary

K. M. Elavia D. S. Sahney Directors Mumbai : June 2, 2009

73

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2009 Schedule 1 - Share capital Authorised: 5,00,00,000 Equity shares of Rs.2 each 1000.00 969.23 000.00 969.23 Issued and subscribed: 48,46,300 Equity shares of Rs. 2 each fully paid-up Of the above: i) 45,500 Equity shares of Rs. 2 each have been allotted as fully paid-up pursuant to contracts without payments having been received in cash. As at 31.03.2009 Rs.lacs As at 3.03.2008 Rs.lacs

ii) 4,563,300 Equity shares of Rs. 2 each have been allotted as fully paid-up by way of bonus shares by capitalisation of general reserve and capital reserve. iii) 38,000 Equity shares of Rs. 2 each are allotted to the members of erstwhile Sahney Steel and Press Works Limited on its amalgamation with the company on 0.04.99. Per consolidated balance sheet Schedule 2 - Reserves and surplus Capital reserve: Per last balance sheet Capital reserve arising on consolidation: Per last balance sheet Share premium: Per last balance sheet General reserve: Per last balance sheet

13281.37

969.23 25.00 20.13 1214.94 13201.19 86.91 1079.87 15628.04 335.3

2946.24 3.08 29.55

969.23

25.00 20.3 24.94

Less: Exchange differences adjusted to cost of fixed assets (130.66) (net of deferred tax Rs. 67.2 lacs) (See note 4 (b) of schedule 20) Add: Transferred from consolidated profit and loss account Foreign currency translation reserve: Per last balance sheet Add: For the year 50.48 42.63 44.28

-

328.37

42.63 775.75 6359.82

Surplus being balance in consolidated profit and loss account Per consolidated balance sheet 74

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2009 (contd.) Schedule 3 - Secured loans From Banks: i) Cash credits 4441.14 3043.18 7.90 7492.22 29.40 4296.6 65.8 4490.74 As at 31.03.2009 Rs.lacs As at 3.03.2008 Rs.lacs

ii) Term loan in Foreign Currency iii) Term loan Per consolidated balance sheet

. Cash Credit taken from banks (i) are secured by hypothecation of all current assets. Further, loan taken by the subsidiary is guaranteed by the parent company. 2. Term Loans in Foreign currency (ii) are secured by hypothecation of/charge on the company’s fixed assets acquired from proceeds of the loan. 3. Term Loan (iii) is secured by hypothecation of/charge on company’s vehicles specifically purchased under the loan.

Schedule 4 - Unsecured loans a. Temporary overdraft from a bank b. Short term loans from banks - 2555.49 2658.40 1455.43 6669.32 5.20 3000.00 2022.94

c. Short term loan from bank in foreign currency d. Other loans and advances Interest free Sales tax loan Per consolidated balance sheet

397.59 6425.73

Short term loan from banks taken by the subsidiary is guaranteed by the parent company.

75

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2009 (contd.)
Schedule 5 - Fixed Assets
GROSS BLOCK - AT COST Description Opening Balance As at 01.04.08 Rs.lacs A.Tangible Assets Freehold land Leasehold land Buildings and flats Plant and machinery Furniture, fixtures and equipment Electrical installations Vehicles Sub Total (A) B. Intangible Assets Computer software Sub Total (B) Total (A) + (B) Previous year 193.78 47.46 3589.36 27368.90 1334.63 831.54 445.75 33811.42 158.14 158.14 33969.56 28650.11 Additions Foreign currency translation reserve Rs.lacs 16.67 51.30 32.65 4.02 4.39 109.03 0.49 0.49 109.52 On deductions Rs.lacs 7.88 7.88 7.88 20.65 Closing Balance As at 31.03.09 Rs.lacs 210.45 178.05 4101.69 29497.67 1473.26 942.42 448.14 36851.68 216.37 216.37 37068.05 33969.56 Opening Balance As at 01.04.08 Rs.lacs 4.57 904.02 15000.86 848.23 409.00 172.01 17338.69 110.55 110.55 17449.24 15580.09 For the year DEPRECIATION Foreign currency translation reserve Rs.lacs 3.11 0.45 0.69 0.56 4.81 0.05 0.05 4.86 On deductions Rs.lacs 7.48 7.48 7.48 14.70 Closing Balance As at 31.03.09 Rs.lacs 7.99 1041.46 16674.30 929.87 453.32 209.21 19316.15 150.11 150.11 19466.26 17449.24 114.57 37.92 152.49 17754.28 NET BLOCK As at 31.03.09 As at 31.03.08

Rs.lacs 130.59 461.03 2104.00 134.61 106.49 2.39 2939.11 57.74 57.74 2996.85 5340.10

Rs.lacs 3.42 134.33 1680.47 80.95 43.76 37.20 1980.13 39.51 39.51 2019.64 1883.85

Rs.lacs 210.45 170.06 3060.23 12823.37 543.39 489.10 238.93 17535.54 66.26 66.26 17601.79

Rs.lacs 193.78 42.89 2685.34 12368.04 486.40 422.54 273.74 16472.73 47.59 47.59

16520.32 218.01 246.55 464.56 16984.88

Capital Work in Progress Advances for capital expenditure Per consolidated balance sheet

Notes: Buildings and flats include:

a. Shares in respect of residential premises of a cost of Rs. 2.25 lacs in a co-operative society which is in the process of being transferred in the name of the company. b. Cost of shares of an aggregate face value of Rs.000 in co-operative housing societies viz. 5 shares of Rs. 50 each in Vile Parle Vatika Co-operative Housing Society Limited, 5 shares of Rs. 50 each in Edenwoods Cypress House Co-operative Housing Society Limited, 5 shares of Rs. 50 each in The Ganesh Villa Co-operative Housing Society Limited and 5 shares of s. 50 each in Vinayak Bhavan R Co-operative Housing Society Limited.

76

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2009 (contd.) Schedule 6 - Investments I. Long term (at cost) A. Non-trade (unquoted) . Shares 2. Mutual fund B. Trade (quoted) Shares Per consolidated balance sheet As at 31.03.2009 Rs.lacs As at 3.03.2008 Rs.lacs

1.00 5.00

6.00 1.09 7.09 1.09 6.00 7.09

.00 5.00

6.00 .09 7.09 .09 6.00 7.09

Aggregate amount of quoted investments [market value Rs. 70.96 lacs (as at 3.03.2008: Rs. 5.36 lacs)] Aggregate amount of unquoted investments

Schedule 7 - Inventories (at lower of cost and net realisable value, as certified by the Managing Director) Stores and spare parts Stock-in-trade Raw materials, bought out components and packing materials Manufactured components Work-in-progress Finished goods Per consolidated balance sheet Schedule 8 - Sundry debtors Over six months Secured, considered good Unsecured, considered good Unsecured, considered doubtful Others Secured, considered good Unsecured, considered good Provision for doubtful debts

1965.34 709.62 1776.59 4532.08

577.85 8983.63 9561.48

583.87

2364.06 605.3 924.6 3234.72

828.70 872.57

77

2.70 1163.80 427.97 40.33 6220.05

1594.47 6260.38 7854.85 427.97 7426.88

4.50 479.60 307.27 37.8 862.57

79.37 8200.38 899.75 307.27 8684.48

Per consolidated balance sheet

SCHEDULES 1 TO 12 ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2009 Schedule 9 - Cash and bank balances Cash on hand Cheques on hand With banks : On current accounts On fixed deposit account Per consolidated balance sheet As at 31.03.2009 Rs.lacs 5.58 287.46 145.33 13.50 451.87 As at 3.03.2008 Rs.lacs 8.24 275.04 330.00 3. 66.39

Schedule 10 - Loans and advances (Unsecured, considered good ) Advances recoverable in cash or in kind or for value to be received Income taxes paid less provisions thereagainst (other than deferred tax) Fringe benefit tax paid less provisions thereagainst Balance with central excise Per consolidated balance sheet

983.36 399.33 10.00 175.49

29.0 6.8 - 46.33 697.5

1568.18

Schedule 11 - Current liabilities Sundry creditors - due to micro enterprises and small enterprises (see note 5) - due to others Security deposits Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 956 - unpaid dividends (not due) - unclaimed fixed deposits Interest accrued but not due on loans Book Overdraft Per consolidated balance sheet Schedule 12 - Provisions Taxation less payments there against (other than deferred tax) Fringe benefit tax (net of payments) Proposed dividend Additional income-tax on distributed profits Gratuity Compensated absences Per consolidated balance sheet - 3480.19 3480.19 94.33 - 53.70

53.70 575.65

13.30 - 31.17 25.15 3644.14

2.0 .72 5.34 5754.42

78

57.97 8.50 775.38 132.40 1.00 276.12 1251.37

62.95 8.70 63.07 97.66 .00 247.57 680.95

SCHEDULES 13 TO 18 ANNEXED TO AND FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009 Schedule 13 - Other income Sale of scrap Agency commission Dividend from investments Trade - Long term Other than trade - Long term Other than trade - Current Profit on sale of current investments (net) Profit on sale of fixed assets (net) Rent Foreign exchange gain (net) Miscellaneous Per consolidated profit and loss account 1.24 - 1.24 - 1.24 - 0.10 74.65 - 15.08 569.66 .29 3.50 4.79 3.39 8.8 3.50 2.4 74.65 45.37 7.66 727.6 Year ended 31.03.2009 Rs.lacs 423.05 59.12 Year ended 3.03.2008 Rs.lacs 380.3 95.98

Schedule 14 - Increase/(Decrease) in stock of work-in-progress and finished goods Opening stocks: Manufactured components Work-in-progress Finished goods Closing stocks: Manufactured components Work-in-progress Finished goods

605.31 1924.61 3234.72 5764.64 709.62 1776.59 4532.08 7018.29 1253.65

626.33 775.94 2505.84 4908. 605.3 924.6 3234.72 5764.64 856.53

Per consolidated profit and loss account

79

SCHEDULES 13 TO 18 ANNEXED TO AND FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009 (contd.) Schedule 15 - Employee costs Salaries, wages and bonus Gratuity Company’s contribution to provident fund and other funds Staff welfare Per consolidated profit and loss account Schedule 16 - Repairs Plant and machinery Buildings Others Per consolidated profit and loss account Schedule 17 - Other expenses Insurance Rent Rates and taxes Legal and professional fees Directors’ fees Commission on sales Travelling and conveyance Postage, telephone and fax Bank charges Cash discount on sales Advertisement and publicity Forwarding charges Turnover rebate Bad debts written off Less: Provision thereagainst Year ended 31.03.2009 Rs.lacs 4741.19 231.16 375.19 617.10 5964.64 Year ended 3.03.2008 Rs.lacs 4546.23 45.82 379.7 726.3 5797.35

240.04 188.58 91.86 520.48

342.53 56.88 24.93 624.34

- -

64.49 20.90 76.48 232.73 3.17 155.95 475.40 97.74 89.69 25.42 82.70 651.16 231.36 - 20.70 48.85 93.02 (92.7) 984.58 567.0 3929.18

3.62 3.62

75.43 20.39 8.99 226.69 3.55 46.20 505.82 0.73 50.84 36.33 77.98 5.20 207.99 - 8.9 48.04 69.33 5.58 - 895.88 3330.6

Provision for doubtful debts Lease rent IT expenses Excise duty on increase in stock of finished goods Foreign exchange loss Miscellaneous Per consolidated profit and loss account Schedule 18 - Interest On fixed loans On others Per consolidated profit and loss account

80

692.24 280.23 972.47

572.20 65.64 637.84

Schedule 19 - Significant accounting policies annexed to and forming part of the consolidated balance sheet as at 31st March, 2009 and the consolidated profit and loss account for the year ended on that date
. Basis of preparation The consolidated financial statements are prepared under historical cost convention on an accrual basis and are in accordance with Accounting Standard 2 – “Consolidated Financial Statements” and Accounting Standard 27 – “Financial Reporting of Interests in Joint Ventures”. Fixed assets and depreciation (a) All fixed assets are stated at cost of acquisition, including any attributable cost for bringing the asset to its working condition for its intended use less accumulated depreciation. (b) Depreciation for the year has been provided on the straight line method, in the manner and at the rates prescribed in Schedule XIV to the Companies Act, 956, except that leasehold land is amortized over the period of the lease and computer software is amortized over a period of 36 months, expect in respect of NRB Bearings (Thailand) Limited where depreciation for the year has been provided on straight line method over the estimated useful life of the assets concerned, where principal annual rates used are 5% for buildings and 20% for all other assets. (c) Also see Note 0 below. Foreign currency transactions (a) Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. In respect of monetary items denominated in foreign currencies, exchange differences arising out of settlement or on conversion at the closing rate are recognized in the consolidated profit and loss account. Exchange differences arising on long term foreign currency monetary items relating to acquisition of depreciable capital assets, are adjusted to the carrying amount of fixed assets. (See note 4b of Schedule 20). (b) Swap transactions are entered by the group to hedge its exposure against movements in foreign exchange rates and interest rates. (c) Gains/losses arising on swap transactions are recognized in the profit and loss account Investments Long-term investments are stated at cost less provision for diminution in the value of investments, if any. Current investments are stated at lower of cost and fair value. Inventories Stores and spare parts and stock-in-trade comprising of raw materials, bought out components & packing materials, manufactured components, work-in-progress and finished goods are valued at the lower of cost and net realisable value. Material costs included in the valuation of stock-in-trade are determined on the basis of weighted average method. Costs of conversion and other costs are determined on the basis of standard cost method adjusted for variances between standard costs and actual costs, unless such costs are specifically identifiable, in which case they are included in the valuation at actuals.

2.

3.

4. 5.

6. Sales (a) Sales are recognized in accordance with Accounting Standard 9 viz. when the seller has transferred to the buyer, the property in the goods, for a price, or all significant risk and rewards of ownership have been transferred to the buyer without the seller retaining any effective control over the goods. (b) Sales are inclusive of excise duty and are net of sales returns. Employee benefits (a) Short term employee benefits are recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. 8

7.

(b) Long term benefits: (i) . Defined Contribution Plans : Provident and Family Pension Fund The eligible employees of the group are entitled to receive post employment benefits in respect of provident and family pension fund, in which both employees and the group make monthly contributions at a specified percentage of the employees’ eligible salary (currently 2% of employees’ eligible salary). The contributions are made to the Regional Provident Fund Commissioner or Provident Fund Trust as applicable and the Central Provident Fund under the State Pension Scheme. Provident Fund and Family Pension Fund are classified as Defined Contribution Plans as the group has no further obligations beyond making the contribution. Superannuation The eligible employees of the group are entitled to receive post employment benefits in respect of superannuation scheme, in which the group makes quarterly contributions at 5% of employees’ eligible salary. The contributions are made to a insurance company on behalf of the trust managed by the group. Superannuation scheme is classified as Defined Contribution Plan as the Group has no further obligations beyond making the contribution. The Group’s contributions to Defined Contribution Plans are charged to profit and loss account as incurred. Defined Benefit Plans: Gratuity The Group has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 5 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Group has arrangements with insurance companies for future payments of gratuities on behalf of the trusts established for this purpose. The Group accounts for gratuity benefits payable in future based on an independent actuarial valuation as at the year end. Actuarial gains and losses are recognised in the profit and loss account. Compensated absences The Group provides for encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits for future encashment/ availment. The liability is provided based on the number of days of unutilised leave at each balance sheet date on the basis of an independent actuarial valuation. Actuarial gains and losses are recognised in the profit and loss account

2.

(ii) .

2.

8. 9.

Voluntary Retirement Compensation Voluntary Retirement Compensation is fully expensed in the year in which the liability is incurred. Research and development expenditure Capital expenditure on research and development is treated in the same way as other fixed assets. Revenue expenditure is written off in the year in which it is incurred. Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are recognised as an expense in the period in which they are incurred. Taxation expenses comprise current tax, deferred tax and fringe benefit tax. (a) Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income-tax Act,96. (b) Deferred tax is recognized on timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. (c) Fringe benefit tax is the amount of tax payable on the value of benefits provided to employees for the year as determined in accordance with the provisions of the Income-tax Act, 96. 82

0. Borrowing costs

. Taxation

Schedule 20 - Notes annexed to and forming part of the consolidated balance sheet as at 31st March, 2009 and the consolidated profit and loss account for the year ended on that date
 a. These consolidated financial statements comprise the consolidation of the financial statements of NRB Bearings Limited, the parent company and the financial statements of SNL Bearings Limited, a subsidiary incorporated in India (extent of shareholding – 68.78%), NRB Bearings (Thailand) Limited, a subsidiary incorporated in Thailand (extent of shareholding – 00%) and Schneeberger India Private Limited, a joint venture of the company incorporated in India (extent of shareholding – 45%), together referred to as ‘the group’. b. The consolidated financial statements include, in respect of NRB Bearings (Thailand) Limited, total assets of Rs.400.96 lacs as at 3st March, 2009 (as at 3.03.08: Rs. 604.47 lacs) and total revenues of Rs. 0.83 lac (for the year ended 3.03.08: Rs. 0.68 lac) and net cash inflows of Rs. 5.85 lacs (net cash outflows for the year ended 3.03.08: Rs. 69.57 lacs) for the year ended on that date, derived from the audited financial statements as provided by the management of the subsidiary. c. In case of the foreign subsidiary, namely, NRB Bearings (Thailand) Limited, revenue items are converted at the average exchange rate prevailing during the period. All assets and liabilities are converted at the exchange rate prevailing as at the end of the year. Exchange difference arising on consolidation is recognized as Foreign Currency Translation Reserve. Contingent liabilities not provided for: a) Income-tax b) Excise duty/service tax matters c) Sales tax d) Customs duty e) Bank guarantees f) Bills discounted As at 31.03.2009 Rs. lacs 60.25 14.70 52.70 158.87 8.00 - As at 3.03.2008 Rs.lacs 27.63 4.70 52.70 58.87 5.50 3.72

2.

g) Corporate guarantees issued, in favour of Banks for overdraft facilities availed by subsidiary companies

1973.56

498.93

The group is in further appeal in respect of matters stated in a) to d) above.

h) The Indian subsidiary had received an Order dated 6th September, 2004 from the Employees Provident Fund Organisation raising a demand of Rs. 6.36 lacs including interest of Rs. 46.73 lacs for default in making payment of Employees Provident Fund and allied dues for the period April, 986 to February, 2003. The Indian subsidiary has been making contributions to the ‘SNL Officers Provident Fund Trust’ and ‘SNL Employee’s Provident Fund Trust’, being Trusts formed by the Indian subsidiary in earlier years; these Trusts have net assets of Rs. 94.50 lacs and Rs. 50.8 lacs respectively as at 3st March, 2008 as reflected in their audited balance sheets. As per the order, the existence of the said Trusts and the act of switching over from Employees’ trust to the Officers’ trust on salary exceeding the statutory limit fixed by the Employees Provident Fund and Miscellaneous Act,952, have been considered violative of the Act. The authorities had attached one of the bank accounts of the Indian subsidiary and had recovered an amount of Rs. 2.75 lacs in an earlier year. The Indian subsidiary has contested the above demand and on a writ petition filed by the Indian subsidiary in the High Court of Jharkhand, Ranchi, the High Court has directed the authorities not to take coercive steps till the disposal of the petition. The Indian subsidiary denies all the allegations made against it since the Indian subsidiary 83

had made the necessary applications to grant exemption to the Trusts which was neither granted nor rejected in spite of several reminders from time to time. In view of the facts of the case, the group does not expect any liability in this regard. i) Provident fund and other matters in respect of workers: Rs. 5.05 lacs (as at 3.03.2008: Rs. 5.05 lacs) As at As at 31.03.2009 3.03.2008 Rs.lacs Rs.lacs 1542.17 934.3

3. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

Year ended Year ended Year ended 31.03.2009 3.03.2008 3.03.2008 Rs.lacs Rs.lacs

4. a) The amount of exchange differences (net): 5. 6. 7. i) (credited)/debited to the consolidated profit and loss account is ii) added to/(deducted from) carrying amount of fixed assets is 984.58 555.14 (43.89) -

b) Pursuant to the option available under the Companies (Accounting Standards) Amendment Rules, 2009, issued vide notification no G.S.R.225(E) dated 3st March, 2009, the group has, with effect from st April, 2007, changed its accounting policy wherein exchange differences arising on long term foreign currency monetary items in so far as they relate to acquisition of depreciable capital asset has been added to or deducted from the cost of the asset and depreciated over the balance useful life of the asset. Until the previous year, such exchange differences were recognized as income or expenditure in the profit and loss account. Accordingly, exchange loss (net) is lower by Rs. 753.0 lacs, fixed assets is higher by Rs. 555.4 lacs, general reserve is lower by Rs. 30.66 lacs (net of deferred tax Rs. 67.2 lacs) and profit before tax is higher by Rs. 753.0 lacs. There are no amounts due to the suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006; this information takes into account only those suppliers who have responded to the enquiries made by the Group for this purpose. This has been relied upon by the auditors. Expenditure on Research and Development: a) charged to the profit and loss account b) capitalized to fixed assets Related party disclosures i) Names of related parties and nature of relationship where control exists Mr. T. S. Sahney, Chairman and Managing Director – individual having substantial interest in voting power and the power to direct by agreement, the financial and operating policies of the parent company. 251.11 44.72 200.4 2.93

84

ii) Transactions with related parties Name of the related party and description of relationship Nature of transaction Volume of Receivable Payable transactions As at As at 31.03.2009 31.03.2009 Rs.lacs Rs.lacs Rs.lacs 82.21 (34.88) 73.01 (92.27) 52.14 (60.87)

Key management personnel - Mr. T. S. Sahney [also the individual referred in (i) above] - Ms. H. S. Zaveri –Whole-time Director (also director in subsidiary companies) - Mr. D. S. Sahney-Whole-time Director (also director in subsidiary companies) Directors of subsidiary companies: - Mr. M. N. Hoda

Remuneration

Remuneration and Director fees Remuneration

- (-)

- (74.0)

0.15 (0.8) Directors fees 0.10 (0.0) 0.15 (0.20) 0.35 (0.45) 20.52 (8.39) 4.20 (4.20) - (-) - (.4)

- Mr. S. C. Rangani

- Mr. J. S. Maini Remuneration

- Mr. V. S. Iyer

- Mr. A S Kohli

New Indo Trading Co. a firm where the Service charges paid individual referred in (i) above is a partner Notes:

i) Figures in brackets are in respect of previous year. ii) No amounts pertaining to related parties have been provided for as doubtful debts. Further, no amounts have been written off or written back during the year. iii) Dividend paid has not been considered by the group as a transaction falling under the purview of Accounting Standard 8 “Related Party Disclosures”.

8. The group has taken factory land and certain plant and machinery on operating lease. Lease rentals charged to the profit and loss account for the year ended 3st March, 2009 aggregated Rs. 48.85 lacs (for the year ended 3.03.2008: Rs. 48.04 lacs). The minimum lease payments to be made in future as at the year end are as follows: (Rs. In lacs) (i) For a period not later than one year 33.29 (49.4) (ii) For a period later than one year and 63.85 not later than five years (02.56) (iii) For a period later than five years (-) Figures in brackets are in respect of the previous year 85

9. Values used in calculating Earnings Per Share (a) Numerator: Profit after tax (Rs.in lacs) (b) Denominator: Number of Equity shares

Year ended 31.03.2009 293.69

Year ended 3.03.2008 3464.5 484,6,300
Rs.lacs

484,61,300

0. Components of deferred tax: Nature of timing difference Deferred tax asset/(liability) As at 3.03.2008 (468.64) (468.64) 04.44 84.5 4.26 82.42 275.27 93.37 Credit/(Charge) for the year

Deferred tax asset/(liability) As at 3.03.2009 (1568.67) (1568.67) 145.47 93.85 0.02 73.48 312.82 1255.85

(a) Deferred tax liability Depreciation Sub – total (b) Deferred tax asset Provision for doubtful debts Provision for compensated absences Voluntary retirement compensation Preliminary Expenses Carry forward business loss * Sub – total Net amount Add: Tax effect of exchange differences pertaining to previous year adjusted in general reserve [see note 4(b)] Net charge .

(00.03) (00.03) 4.03 9.70 (4.26) 0.02 (8.94) 37.55 62.48

67.2 29.69

*recognised to the extent of balance in deferred tax liability in respect of the Indian subsidiary company Directors’ remuneration* (See not below) Whole-time directors Salary Commission Contribution to provident fund and other funds Other perquisites Non Whole-time directors Directors’ fees Commission Year ended 31.03.2009 Rs. lacs Year ended 3.03.2008 Rs. lacs

123.72 21.12 82.71 227.55 3.17 1.50 232.22

2.59 74.0 23.9 86.44 306.04 3.55 5.00 34.59

*excluding gratuity contributed and compensatory absences provided, on a global basis

Note: Consequent to inadequacy of profits for the year, remuneration paid to Managing Director and a Whole-time Director is in excess of the limit specified in Section 98 of the Companies Act 956 read with Schedule XIII of the Act. The excess remuneration of Rs. 44.26 lacs is pending approval of the members in the ensuing Annual General Meeting. The parent company will subsequently make the application to Central Government in this regard

86

2.

Details of Auditors’ remuneration: (excluding service tax) Audit fees Report under section 44AB of the Income-tax Act, 96 Taxation matters Other services Reimbursement of expenses

Year ended 31.03.2009 Rs. lacs

Year ended 3.03.2008 Rs. lacs

18.15 2.60 3.98 15.80 0.58

5.93 2.60 .55 9.50 0.25

3. As the group’s activity falls within a single segment viz. bearings and the sales substantially being in the domestic market, the disclosure requirements of Accounting Standard 7 “Segment Reporting” is not applicable. 4. Financial and Derivative Instruments i) Forward Exchange Contracts entered into by the Group that are outstanding as at 3st March, 2009. Currency USD JPY JPY EURO Amount in foreign currency 14,05,000 (-) 10,000,000 (-) 18,247,932 (-) 25,000 (-) Buy/Sell Buy (-) Buy (-) Buy (-) Buy (-) Cross Currency INR (-) INR (-) USD (-) USD (-)

These Forward Foreign Exchange Contracts are entered into for hedging purposes and not for speculation purposes.

ii) Swap transaction to hedge against fluctuations in exchange rates: No. of contracts Principal amount in US Dollars Equivalent rupees at year end rate Principal amount in Yen (cross currency hedge in US Dollars) Equivalent dollars at year end rate : : : : : 2 (2) 1,470,048 (,500,000) 702.07 lacs (694.80 lacs) 413,243,475 (43,243,475) 3,880,220 (3,880,220)

87

iii) Foreign currency exposures that have not been hedged by a derivative instrument or otherwise outstanding as at 3.03.2009: a) Amounts receivable in foreign currency : Currency USD EURO CHF GBP Amount 599,745 (55,946) 2,491,920 (,597,396) 5,985 (-) 22,313 (9,777) Equivalent Rs. lacs as at the year end 304.07 (62.3) 1667.91 (005.25) 2.66 (-) 16.16 (7.76)

Purpose Export of goods

b)

Amounts payable in foreign currency : Purpose Currency YEN EURO USD CHF Amount 47,013,938 (20,894,627) 325,752 (426,577) (8,933) 34,776 (6,325) (7,300,775) 5,667,556 (4,3,005) (77,666) 4,687,200 (938,879) Equivalent Rs.lacs as at the year end 248.33 (483.34) 210.98 (268.66) (32.65) 15.36 (6.53) (468.97) 2874.58 (5624.30) (30.95) 25.38 (3.72)

Import of goods

Capital Imports Loans payable Interest payable

JPY USD USD JPY

Figures in brackets are the corresponding figures in respect of the previous year.

5. Employee Benefits . Defined Contribution plans Contributions to Defined Contribution Plan, recognized in the statement of profit and loss account under employee cost, in schedule 5 for the year are as under: Year ended Year ended 31.03.2009 3.03.2008 Rs.in lacs Rs.in lacs 146.96 106.80 65.72 37.68 7.73 62.4

i) Employer’s Contribution to Provident Fund ii) Employer’s Contribution to Family Pension Fund iii) Employer’s Contribution to Superannuation Fund 88

2. Defined Benefit plan a) As at 31st March, 2009 Rs. In lacs i) Components of employer expenses a) Current Service cost b) Interest cost c) Expected return on plan assets d) Actuarial Losses/(Gains) e) Adjustment on consolidation relating to the Indian subsidiary Total expenses recognised in Profit and Loss Account ii) Actual Contribution and Benefit Payments for year a) Actual benefit payments b) Actual Contributions iii) Net asset/(liability) recognised in balance sheet a) Defined Benefit Obligation b) Plan assets c) Net asset/(liability) recognised in balance sheet d) Experience adjustment arising on : ) Plan Liabilities [ Losses / (Gains) ] 2) Plan Assets [ Losses / (Gains) ] iv) Change in Defined Benefit Obligations (DBO) during the year a) Present Value of DBO at beginning of year b) Current Service cost c) Interest cost d) Actuarial Losses/(Gains) e) Benefits paid Present Value of DBO at the end of year v) Change in Fair Value of Assets during the year a) Plan assets at beginning of year b) Expected return on plan assets c) Actuarial (Losses)/ Gains d) Actual Group contributions e) Fair Value of benefits paid Fair value of plan assets at the end of year vi) Contribution expected to be paid next year vii) Actuarial Assumptions a) Discount Rate b) Expected rate of return on Plan assets c) Salary escalation d) Mortality Table viii) Major Categories of plan assets - Insurer Managed Funds 42.62 67.27 (81.34) 202.61 231.16 63.99 255.67 (974.76) 966.64 (8.12) 103.03 99.57 825.83 42.62 67.27 103.03 (63.99) 974.76 793.19 81.34 (99.57) 255.67 (63.99) 966.64 69.66 As at 3st March, 2008 Rs. In lacs 38.53 58.08 (6.24) 79.80 30.65 45.82 66.0 4.23 (825.83) 789.7 (36.2) 73.92 5.88 72.3 38.53 58.08 73.92 (66.0) 825.83 692.00 55.37 (5.88) 4.23 (66.0) 789.7 58.45 Gratuity – as per actuarial valuation as at the year end (based on Projected Unit Benefit Method)

8.00%- 8.50% 8.00%- 8.50% 8.00% 8.00% 3% - 4% 3% - 4% LIC (1994-96) LIC (994-96) Ultimate Ultimate 100% 00%

Notes: i) Accounting Standard 5 (Revised 2005) “Employee Benefits” requires the disclosure of the information mentioned under 2(a)(iii) above related to ‘Net Asset / (Liability) recognized in balance sheet’ for the past four years; however the information is available only for past one year since the date of implementation of the Standard. 89

ii) iii) b)

The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the estimated term of obligation. The assumption of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors. Compensated Expenses recognized in the statement of profit and loss account under employee cost, in schedule 5 is Rs.62.69 lacs (for the year ended 3.03.2008 : Rs. 40.94 lacs.)

6. he parent company has entered into a joint venture agreement with Schneeberger Holding AG, Switzerland T to act as its exclusive agent in India and has formed a joint venture company with effect from 5th February, 2008 for which parent company has contributed towards its share capital on 4th May, 2008. The proportionate share in assets, liabilities, income & expenditure of the joint venture company as on 3st, December 2008 is given below : Name of The Joint venture company Schneeberger India Private Limited (incorporated in India) Percentage of holding 45% Assets 9.54 Liabilities # 7.79 Income 5.9
(Rupees in Lacs)

Expenditure 8.56

There are no capital commitment nor contingent liabilities. # net after deducting shareholders’ funds

7. Previous year’s figures have been regrouped wherever necessary.

For A. F. FERGUSON & CO. Chartered Accountants

Signature to Schedule  to 20 For and on behalf of the Board of Directors P. D. Ojha K. S. Pant

T. S. Sahney Managing Director

H. S. Zaveri A. C. KHANNA Partner Mumbai: June 2, 2009 S. C. Rangani Sr. V P Finance & Co. Secretary

K. M. Elavia D. S. Sahney Directors

Mumbai : June 2, 2009

90

Registered Office: Dhannur, 5, Sir P . M. Road, Fort, Mumbai - 400 00.

NRB BEARINGS LIMITED
ADMISSION SLIP

I hereby record my presence at the 44th Annual General Meeting of members of the Company held at M C Ghia Hall, K Dubash Marg, Mumbai 400 00 on 2th August, 2009 at .00 a.m. DP Id* Client Id* Folio No. No. of shares

Name of Member/Proxy ..................................................................................................................................................................................... (who will attend the meeting) Signature of Member/Proxy ............................................................................................................................................................................... (who will attend the meeting) . Please complete and hand over the slip at the entrance. 2. Please quote FOLIO NUMBER clearly.
* Applicable for investors holding shares in electronic form T E A R H E R E

Registered Office: Dhannur, 5, Sir P . M. Road, Fort, Mumbai - 400 00.

NRB BEARINGS LIMITED
PROXY FORM

I/We .................................................................................................................................................................................................................... of ........................................................................................................................................................................................................................ in the district of ............................................................................................ being member(s) of NRB BEARINGS LIMITED, hereby appoint . Shri/Smt./Miss .................................................................................................................................................................................................... of ........................................................................................................................................................................................................................ in the district of .................................................................................................................................................................................................. . or failing him/her Shri/Smt./Miss........................................................................................................................................................................ of ........................................................................................................................................................................................................................ in the district of .................................................................................................................................................................................................. . as my/our proxy to attend and vote for me/us on my/our behalf at the 44th Annual General Meeting of members of the Company held at M C Ghia Hall, K Dubash Marg, Mumbai 400 00 on 2th August, 2009 at .00 a.m Name .................................................................................. . Signed on ............................ at ..........
Affix revenue stamp

DP Id* Client Id*

Folio No. No. of shares Signature ........................................

Address .............................................................................

........................................................................

* Applicable for investors holding shares in electronic form

Notes: . The proxy need NOT be a member. 2. THE PROXY FORM, DULY SIGNED ACROSS A REVENUE STAMP SHOULD REACH THE COMPANY’S CORPORATE OFFICE AT LEAST 48 HOURS BEFORE THE TIME OF THE MEETING. 3. The proxy form should be filled in completely including ‘Folio No.’ and ‘Address’.

9

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...chapter 1 Marketing’s Role in the Global Economy When You Finish This Chapter, You Should 1. Know what marketing is and why you should learn about it. 2. Understand the difference between micro-marketing and macro-marketing. 3. Know why and how macromarketing systems develop. 4. Understand why marketing is crucial to economic development and our global economy. 5. Know why marketing special— ists—including middlemen and — facilitators—develop. 6. Know the marketing functions and who performs them. 7. Understand the important new terms (shown in red). www.mhhe. When it’s time to roll out of bed in the morning, does your General Electric alarm wake you with a buzzer—or by playing your favorite radio station? Is the station playing rock, classical, or country music—or perhaps a Red Cross ad asking you to contribute blood? Will you slip into your Levi’s jeans, your shirt from L. L. Bean, and your Reeboks, or does the day call for your Brooks Brothers interviewing suit? Will breakfast be Lender’s Bagels with cream cheese or Kellogg’s Frosted Flakes—made with grain from America’s heartland—or some extra large eggs and Oscar Mayer bacon cooked in a Panasonic microwave oven imported from Japan? Will you drink decaffeinated Maxwell House coffee—grown in Colombia—or some Tang instant juice? Will you eat at home or is this a day to meet a friend at the Marriott-run cafeteria—where you’ll pay someone else to serve your breakfast? After breakfast, will you head off to school...

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...Abstract In the world of today with rude competition everywhere, customers’ expectations have become higher than ever. It is not the customers who come towards the products but it is the products which should make their way to the customers. And for this, only competitive businesses that are able to stimulate customers’ interests survive in the market. Therefore firms need to increase customers’ awareness about their products or services to be able to pull and encourage them to engage in purchase of their products. And as such, the promotional mix used by a company is really important for this task. The promotional mix in itself is very broad, consisting of various tools, like advertising, personal selling, direct marketing, public relation and sales promotion. To make the optimum use of these tools, marketers usually select them, depending on their budget and objectives, as well as the sector in which they operate (Kotler & Armstrong 1997). As such, research has been conducted on the use of promotional mix and research questions and objectives have been set. The methodology which will be used has been devised. We shall be doing a descriptive study through a survey questionnaire, in which there will be open as well as close ended questions and the questionnaire will be administered through personal interview that is direct, face-to-face. The sample size will be 100 persons and will all be customers of J Kalachand & Co Ltd. After the research, we will be...

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...Marketing is the process of communicating the value of a product or service to customers, for the purpose of selling that product or service. Marketing can be looked at as an organizational function and a set of processes for creating, delivering and communicating value to customers, and customer relationship management that also benefits the organization. Marketing is the science of choosing target markets through market analysis and market segmentation, as well as understanding consumer behavior and providing superior customer value. From a societal point of view, marketing is the link between a society’s material requirements and its economic patterns of response. Marketing satisfies these needs and wants through exchange processes and building long term relationships. Organizations may choose to operate a business under five competing concepts: the production concept, the product concept, the selling concept, the marketing concept, and the holistic marketing concept.[1] The four components of holistic marketing are relationship marketing, internal marketing, integrated marketing, and socially responsive marketing. The set of engagements necessary for successful marketing management includes capturing marketing insights, connecting with customers, building strong brands, shaping the market offerings, delivering and communicating value, creating long-term growth, and developing marketing strategies and plans.[2] Marketing may be defined in several ways, depending on...

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...oriented philosophy is so important. The phrase market-oriented is used in marketing conversations as an adjective describing a company with a marketing orientation. Market orientation more describes the company's approach to doing business. Market-oriented defines the company itself. If a company is market-oriented, its board and executive leadership believe that the best way to succeed is to prioritize the marketplace above products. This usually goes over well with customers, but the company also must have adequate research and development to provide what the market wants. Hence, a market-oriented organization is one whose actions are consistent with the marketing concept. Difference Between Marketing Orientation & Market Oriented by Neil Kokemuller, Demand Media http://smallbusiness.chron.com/difference-between-marketing-orientation-market-oriented-14387.html Marketing is a management process and management support for marketing concept is very important element in success. If a company wants to be successful then it is market oriented. Marketing involves identifying the customer requirements and estimate the customer requirements in future. It requires planning which is very important process of marketing. To satisfy the needs the business should provide benefits – offering right marketing at right time at right place. Generally market based companies adopt strategic level marketing that defines the mission and long term objectives of the company. Market oriented...

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