board of directors c.e.o. company … · · 2016-04-16the board of directors to alter and vary...

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BOARD OF DIRECTORS S. M. Patel - Chairman

P. M. Patel - Managing Director

T. M. Patel - Executive Director

C. U. Shah

Y. H. Malegam

S. K. Diwanji

V. C. Vaidya Upto 26.03.2009

Jal R. Patel

C.E.O. Sanjiv Kumar

COMPANY SECRETARY S. B. Desai

AUDITORS Parikh & ShahChartered Accountants

COST AUDITORS B. J. D Nanabhoy & Co.Cost Accountants

SOLICITORS Desai & DiwanjiAdvocates & Solicitors

BANKERS Bank of Baroda

Corporation Bank

Axis Bank Ltd.

Kotak Mahindra Bank Ltd.

The Hongkong and Shanghai Banking Corporation Ltd.

Standard Chartered Bank

Yes Bank Ltd.

REGISTERED OFFICE 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli,Mumbai-400 018.Phone : 022–24964500, 24964501, 56608851Fax : 022-24950527 E-mail: [email protected]

REGISTRARS & Bigshare Services Pvt. Ltd.

TRANSFER AGENTS E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka,Andheri (E), Mumbai 400 072.Tel.: 022-28470652/28470653Fax: 022-28475207 E-mail: [email protected]

WORKS 1. Plot No.1-B, GIDC Industrial Estate,Bharuch - 392 015, Gujarat State.Phone: 02642– 248222/3/4, 246353Fax : 02642– 248221, 247591E-mail: [email protected]

2. Plot No.109-B, GIDC Industrial Estate,Bharuch - 392 015, Gujarat State.

3. Pandit Jawaharlal Nehru Marg, Lonavla - 410 401,Maharashtra State.

CONTENTS PAGE NO.

Notice .................................................................................................................................................................... 2

Directors’ Report ................................................................................................................................................... 7

10 Years’ Highlights .............................................................................................................................................. 10

Corporate Governance Report ............................................................................................................................. 11

Management Discussion & Analysis .................................................................................................................... 18

Auditors’ Report .................................................................................................................................................... 19

Balance Sheet ....................................................................................................................................................... 22

Profit and Loss Account ........................................................................................................................................ 23

Schedules 1 to 17 ................................................................................................................................................. 24

Cash Flow Statement ............................................................................................................................................ 36

Balance Sheet Abstract and Company’s General Business Profile .................................................................... 37

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ABC Bearings Limited

NOTICE

NOTICE is hereby given that the Forty-eighth Annual General Meeting of the Members of ABC Bearings Limited will be held onTuesday, the 21st July, 2009 at 4.00 p.m. at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400 018, totransact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2009 and the Profit and LossAccount for the year ended on that date and the Reports of the Directors and the Auditors thereon.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Mr. S. M. Patel, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. Jal R. Patel, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint Auditors and to fix their remuneration

SPECIAL BUSINESS:

6. To consider and, if thought fit, to pass with or without modifications, the following resolution as a SPECIAL RESOLUTION:-

“RESOLVED THAT in partial modification of Ordinary Resolution passed at the 45th Annual General Meeting held on 10thAugust, 2006 and pursuant to provisions of Sections 198, 269, 309, 310 and 311 read with Schedule XIII and all otherapplicable provisions, if any, of the Companies Act, 1956, ( as may be re-enacted or modified from time to time), and subjectto the approval of the Central Government consent of the Company be and is hereby accorded to the terms and conditionsincluding remuneration payable to Mr. P. M. Patel, Managing Director for the remainder period of his term from 01/04/2009 to31/07/2011 as set out in the draft Agreement to be executed between the Company and Mr. P. M. Patel placed before themeeting and duly initialled by the Chairman for the purpose of identification, which Agreement is hereby specifically sanctioned,with liberty to the Board of Directors to alter and vary the terms and conditions of appointment, but so as not to exceed theremuneration and perquisites set out in the draft Agreement.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take such steps as maybe necessary to give effect to this resolution.”

7. To consider and, if thought fit, to pass with or without modifications, the following resolution as a SPECIAL RESOLUTION:-

“RESOLVED THAT in partial modification of Ordinary Resolution passed at the 46th Annual General Meeting held on 24thJuly, 2007 and pursuant to provisions of Sections 198, 269, 309, 310 and 311 read with Schedule XIII and all other applicableprovisions, if any, of the Companies Act, 1956, ( as may be re-enacted or modified from time to time), and subject to theapproval of the Central Government consent of the Company be and is hereby accorded to the terms and conditionsincluding remuneration payable to Mr. T. M. Patel, Executive Director for the period from 01/04/2009 to 31/03/2012 as setout in the draft Agreement to be executed between the Company and Mr. T. M. Patel placed before the meeting and dulyinitialled by the Chairman for the purpose of identification, which Agreement is hereby specifically sanctioned, with liberty tothe Board of Directors to alter and vary the terms and conditions of appointment, but so as not to exceed the remunerationand perquisites set out in the draft Agreement.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take such steps as maybe necessary to give effect to this resolution.”

8. To consider and, if thought fit, to pass with or without modifications, the following resolution as an ORDINARY RESOLUTION:-

“RESOLVED THAT pursuant to the provisions of Section 258 and other applicable provisions, if any of the Companies Act,1956 and subject to the approval of members in general meeting, casual vacancy caused due to the resignation of Mr. V. C.Vaidya need not be filled in. “

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By Order of the Board of DirectorsRegistered Office:402-B, Poonam Chambers,Dr. Annie Besant Road,Worli, Mumbai – 400 018. S. B. Desai

Company SecretaryDate: 8th May, 2009.

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself andthe proxy need not be a member of the Company. The instrument of proxy should, however be deposited at the registeredoffice of the Company not less than forty-eight hours before the commencement of the meeting.

2. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 relating to the Special Business to betransacted at the meeting is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will be closed from Tuesday, the 14th July, 2009 toTuesday, the 21st July, 2009 (both days inclusive).

4. i) Pursuant to Section 205A of the Companies Act, 1956, the unclaimed dividend upto the financial year ended 31st March,1998 has been transferred to Investor Education and Protection Fund (IEPF) established under Section 205C of theCompanies Act, 1956.

ii) Those members who have not encashed the dividend warrants for the financial years 2003-04 to 2007-08 are requestedto return the time barred dividend warrants to the Company’s registered office at 402-B, Poonam Chambers, Dr. AnnieBesant Road, Worli, Mumbai – 400018 for issue of duplicate dividend warrant.

5. As per SEBI’s Notification dated 16th February, 2000, the equity shares of the Company have been compulsorily dematerialisedand sale/purchase of the same is required to take place in dematerialised form only. You are advised to get your sharesdematerialised through NSDL or CDSL. They have allotted ISIN Number INE 779A01011. Members are requested in theirinterest, to please return the physical certificates through their Depository Participants (DP).

6. The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account detailsfurnished by the depositories/members for depositing dividend or payment through Electronic Clearing Service (ECS) toinvestors wherever ECS and bank details are available, for distribution of dividend.

7. Members seeking any information with regard to Accounts are requested to write to the Company at least 10 days inadvance so as to enable the Company to keep the information ready.

8. Members are requested to send all future correspondence in respect of their change of address, transfer of shares or anyother query, directly to the Share Transfer Agents at the following address: -Bigshare Services Pvt. Ltd. Tel.: 022-28470652|28470653E-2, Ansa Industrial Estate, Fax: 022-28475207Sakivihar Road, Saki Naka, E-mail: [email protected] (E), Mumbai-400 072. Website: www.bigshareonline.com

9. Members are requested to quote their Folio/DP ID Number(s) in all correspondence with the Company’s Share TransferAgents.

10. Members/Proxy should bring the attendance slip duly filled-in for attending the meeting.

11. Members are requested to bring their copy of Annual Report to the Meeting.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF

THE COMPANIES ACT, 1956.Item No.6:

At 45th Annual General Meeting of the Company held on 10th August, 2006 Mr. P. M. Patel was reappointed as Managing Directorfor a further period of 5 years with effect from 1st August 2006, on the following terms and conditions :

a) Salary : Rs.5,00,000/- (Rupees Five Lacs Only) per month with annual increment of 20% or more as the Board of Directorsmay decide.

b) Commission: As may be decided by the Board of Directors at the end of each year calculated with reference to the net profitof the Company during the financial year, subject to overall ceiling as prescribed in Sections 198 and 309 of the CompaniesAct, 1956.

c) Perquisites & Allowances: In addition to salary, the Managing Director shall be entitled to perquisites and benefits likeaccommodation (furnished or otherwise) or House Rent Allowance in lieu thereof, maintenance and upkeep, monthlyoutgoings, cost of repairs, furnishings, payment of actual expenses for gas, electricity, water, reimbursement of actualexpenditure on medical treatment for self and family, leave travel for self and family, club fees, medical/accident insurance,and such other perquisites subject to overall ceiling of remuneration stipulated in Sections 198 and 309 of the CompaniesAct, 1956.

Minimum Remuneration: Notwithstanding anything herein contained, where, in any financial year during the currency of tenureof the Managing Director, the Company has no profits or the profits are inadequate, the Company will pay remuneration by wayof salary and perquisites as stated above but shall not exceed the limits prescribed under Schedule XIII to the Companies Act,1956 and other provisions thereof or any amendments, variations, modifications or re-enactment.

During last year, the business activities of your Company were severely affected due to the slowdown in Medium and HeavyCommercial Vehicles industry and overall recession in the market. Further, due to variation in exchange rate, necessary provisionwas made in the accounts of the Company. With the result, the profitability of the Company went down significantly. Theremuneration paid to Mr. P. M. Patel was restricted to 5% of net profits of the Company as per the provisions of the CompaniesAct, 1956.

It is now proposed that subject to the approval of the Central Government, the salary with annual increment of 20%, perquisitesand allowances as per the terms of appointment shall be considered as the minimum remuneration and that the overall ceilingof remuneration stipulated in schedule XIII of the Companies Act shall not be applicable.

All other terms and conditions remain unchanged.

The Managing Director shall not be paid any sitting fees for attending meetings of the Board of Directors or Committees thereof.

The particulars set out above may be treated as an abstract of the Agreement, proposed to be entered into between theCompany and Mr. P. M. Patel under the provisions of Section 302(2) of the Companies Act, 1956.

None of the Directors of the Company is in any way deemed to be concerned or interested in the aforesaid resolution exceptMr. P. M. Patel himself, Mr. S. M. Patel and Mr. T. M. Patel being brothers and as such related to each other.

Mr. P. M. Patel shall not be subject to retirement by rotation during his tenure in office as Managing Director of the Company, inaccordance with the provisions of the Articles of Association of the Company.

The Board of Directors recommends the resolution for approval of the members.

The draft Agreement, referred to above, to be entered into with Mr. P. M. Patel is available for inspection by the members of theCompany at the Registered Office of the Company between 10.00 a.m. and 1.00 p.m. on all working days, except Saturdays tillthe date of the Annual General Meeting.

Item No. 7

At 46th Annual General Meeting of the Company held on 24th July, 2007 Mr. T. M. Patel was reappointed as Executive Director fora further period of 5 years with effect from 1st February 2008 on the following terms and conditions :

a) Salary : Rs.4,90,000/- (Rupees Four Lacs, Ninety Thousand Only) per month with annual increment as the Board ofDirectors may decide.

b) Commission: As may be decided by the Board of Directors at the end of each year calculated with reference to the net profitof the Company during the financial year, subject to overall ceiling as prescribed in Sections 198 and 309 of the CompaniesAct, 1956.

c) Perquisites & Allowances: In addition to salary, the Executive Director shall be entitled to perquisites and benefits likeaccommodation (furnished or otherwise) or House Rent Allowance in lieu thereof, maintenance and upkeep, monthly outgoings,cost of repairs, furnishings, payment of actual expenses for gas, electricity, water, reimbursement of actual expenditure onmedical treatment for self and family, leave travel for self and family, club fees, medical/accident insurance, and such other

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perquisites subject to overall ceiling of remuneration stipulated in Sections 198 and 309 of the Companies Act, 1956.

Minimum Remuneration: Notwithstanding anything herein contained, where, in any financial year during the currency of tenureof the Executive Director, the Company has no profits or the profits are inadequate, the Company will pay remuneration by wayof salary and perquisites as stated above but shall not exceed the limits prescribed under Schedule XIII to the Companies Act,1956 and other provisions thereof or any amendments, variations, modifications or re-enactment.

During last year, the business activities of your Company were severely affected due to the slowdown in Medium and HeavyCommercial Vehicles industry and overall recession in the market. Further, due to variation in exchange rate, necessary provisionwas made in the accounts of the Company. With the result, the profitability of the Company went down significantly. Theremuneration paid to Mr. T. M. Patel was restricted to 5% of net profits of the Company as per the provisions of the CompaniesAct, 1956.

It is now proposed that subject to the approval of the Central Government, the salary with annual increment of 20% , perquisitesand allowances as per the terms of appointment shall be considered as the minimum remuneration and that the overall ceilingof remuneration stipulated in schedule XIII of the Companies Act shall not be applicable.

All other terms and conditions remain unchanged.

The Executive Director shall not be paid any sitting fees for attending meetings of the Board of Directors or Committees thereof.

The particulars set out above may be treated as an abstract of the Agreement, proposed to be entered into between theCompany and Mr. T. M. Patel under the provisions of Section 302(2) of the Companies Act, 1956.

None of the Directors of the Company is in any way deemed to be concerned or interested in the aforesaid resolution exceptMr. T. M. Patel himself, Mr. S. M. Patel and Mr. P. M. Patel being brothers and as such related to each other.

Mr. T. M. Patel shall not be subject to retirement by rotation during his tenure in office as Managing Director of the Company, inaccordance with the provisions of the Articles of Association of the Company.


The draft Agreement, referred to above, to be entered into with Mr. T. M. Patel is available for inspection by the members of theCompany at the Registered Office of the Company between 10.00 a.m. and 1.00 p.m. on all working days, except Saturdays tillthe date of the Annual General Meeting.

Information required under Clause (iv) of proviso to paragraph 1(C) of Section II of Part II of Schedule XIII of the CompaniesAct, 1956

I General Information

1. Nature of Industry

2. Date or expected date of commencementof commercial production

3. In case of New Companies, expected dateof commencement of activities as perprojects approved by Financial Institutionsappearing in the prospectus.

4. Financial Performance based on givenindicators.

5. Export performance and net ForeignExchange collaborations.

6. Foreign investments or collaborators, if any.

: The Company is engaged in manufacture and sale of bearings

: Since 1961

: Not applicable, as the company is existing company.

: (Rs. in lacs)

: The F. O. B. value of export was Rs. 95.15 lacs in 2006-07, Rs.46.06 lacs in2007-08 and Rs.46.82 in 2008-09.

: The Company has no foreign investments. The Company has technicalcollaboration with NSK Ltd. Japan.

Years

Turnover (Gross)

Profit/loss beforeTax & ExceptionalItems

Profit/loss afterTax & Exceptionalitems

31/03/2007 31/03/2008 31/03/2009

21591.51 19534.84 15326.07

3501.02 2843.63 1095.55

2013.11 1591.58 657.50

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II Information about the appointee

1. Background details

2. Past remuneration

3. Recognition/Awards.

4. Job profile and his suitability

5. Remuneration proposed

6. Comparative remuneration profile withrespect to industry, size of the company,profile of the position and person.

7. Any pecuniary Relationship

III Other information

1. Reason for loss or inadequacy of profits. /Steps taken or proposed to be taken forimprovement

2. Expected increase in productivity and profitsin measurable terms

Item No. 8

Mr. V. C. Vaidya has submitted his resignation as Director of the Company with effect from 26/03/2009. The Board of Directorshas decided to accept the resignation and not to fill the casual vacancy caused due to his resignation. Since the strength of theBoard of Directors of the Company will be reduced from eight to seven, ordinary resolution is proposed pursuant to the provisionsof Section 258 of the Companies Act, 1956. However, the revised strength of the Board will be within the limits fixed by Articlesof Association of the Company.


None of the Directors of the Company is in any way deemed to be concerned or interested in the aforesaid resolution.

By Order of the Board of DirectorsRegistered Office:402-B, Poonam Chambers,Dr. Annie Besant Road,Worli, Mumbai – 400 018. S. B. Desai

Company SecretaryDate: 8th May, 2009.

Mr. P. M. Patel

: He is 61 years of age and is M. B. A.in Finance with vast experience inbearing industry.

: He was reappointed as ManagingDirector w. e. f. 01/08/2006 for aperiod of five years and was paidremuneration as under :

2006-07 Rs.196.17 Lacs

2007-08 Rs.158.08 Lacs2008-09 Rs.59.34 Lacs

Mr. T. M. Patel

He is 55 years of age and is B. S.Graduate from U. S. A. withexperience in bearings industry overtwo decades.

He was reappointed as ExecutiveDirector w. e. f. 01/02/2008 for aperiod of five years and was paidremuneration as under :

2006-07 Rs.172.24 Lacs2007-08 Rs.125.94 Lacs2008-09 Rs.59.34 Lacs

: With requisite experience and qualifications, the Board is of the opinion thatthey are suited for their positions.

: The remuneration of Mr. P M Patel isin line with the remuneration insimilar sized industries in samesegment of business

The remuneration of Mr. T M Patel isin line with the remuneration insimilar sized industries in samesegment of business

: As set out above

: The remuneration of Mr. P. M. Patel and Mr. T. M. Patel is in line with theremuneration in similar sized industries in same segment of business.

: Mr. P. M. Patel, Mr. T. M. Patel and Mr. S. M. Patel, Director are related toeach other as brothers.

: Elaborated in the Directors’ Report and Management Discussion andAnalysis.

: The company has started cost reduction programme by taking variousmeasures. These measures will result in savings in variable cost this year.Several new products & customers are under developement, which isexpected to add about 10-15% to sales this year. With the result theprofitability of the company will increase.

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DIRECTORS’ REPORTTo the Members,

Your Directors are pleased to present the Forty-eighth AnnualReport with the Audited Statement of Accounts for the yearended 31st March, 2009.

FINANCIAL RESULTS:

Year ended Year ended31.03.2009 31.03.2008Rs. in lacs Rs. in lacs

Gross Profit before Interest,Depreciation and Tax 2631.55 3439.91

Less: Interest &Finance Charges 1094.89 318.46

Depreciation 503.82 684.10

Profit before Tax 1032.84 2437.35

Less: Provision for tax

Fringe Benefit Tax (24.50) (26.86)

Current Tax (335.00) (985.00)

Deferred tax Credit (15.84) 166.09

Profit after Tax 657.50 1591.58

Add: Balance brought forwardfrom previous year 581.80 530.74

Amount available forappropriations 1239.30 2122.32

Appropriations:

Proposed Dividend 231.00 462.00

Tax on proposed dividend 39.26 78.52

Transfer to General Reserves 400.00 1000.00

Balance carried toBalance Sheet 569.04 581.80

1239.30 2122.32

OPERATIONS:

This year saw a global slow down, which also affected thesales of your company, particularly in the second half of thefinancial year. The net sales were lower by 19.32% over theprevious year. The net profit for the year also declined toRs. 657.50 lacs as a result.

Your Company’s largest sales segment is Medium and HeavyCommercial Vehicles (M & HCV), which recorded a negativegrowth of 35% during the year. The Light Commercial Vehicles(LCV) and Multi-Utility Vehicles (MUV) segments recorded anegative growth between 11% and 12%. The Tractors segmentalso recorded a negative growth of 2% during the year. As aresult, demand from the OEMs for your company’s productsdeclined by almost 30% during the year. OEMs continued tosupport the Company strongly, and the aftermarket sales alsoshowed good growth.

December and January were the months with the lowestdemand from OEMs. CV production has picked up fromFebruary onwards, but still remains below the levels achieved

last year. The market is expected to improve further post themonsoon.

DIVIDEND:

The Directors have recommended a dividend of Rs.2/- perEquity Share on 1,15,50,000 Equity Shares of Rs.10/- each forthe financial year ended 31st March 2009, which, if approvedat the forthcoming Annual General Meeting, will be paid to (i)all those Equity Shareholders whose names appear on theRegister of Members as on 21st July, 2009 and (ii) to thosewhose names as beneficial owners are furnished by NationalSecurities Depository Limited and Central Depository Services(India) Limited as on that date.

The dividend pay out for the year under review has beenformulated in accordance with the Company’s policy of strivingto pay stable dividend linked to long term performance,keeping in view the Company’s need for capital, its growthplans and the intent to finance such plans through internalaccruals to the maximum. Your Directors believe that this wouldincrease shareholder value and eventually lead to a higherreturn threshold.

COLLABORATION:

Since the extension of Technical collaboration with NSK Japanfor a further period of ten years in 2007, further gains havebeen achieved in improving quality and productivity duringthe year.

JOINT VENTURE COMPANY:

Your Company had signed a Joint Venture Agreement withNSK Ltd., Japan, Technical Collaborator, to form a Joint VentureCompany viz. NSK-ABC Bearings Limited (NABL). The NABLplant was inaugurated on 15th of February, 2008. Productionand sales have commenced from this plant. The JV willconcentrate on production and sale of bearings to mainlyPassenger Car segment.

QUALITY CERTIFICATIONS:

Your Company continues to enjoy the ISO 14001:2004Certification for Environment Management, and the ISO/TS16949 Certification for Quality Systems. Most of our OEMcustomers have given self-certification responsibility to theCompany for direct supplies on line.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act 1956, theDirectors report that: -

i. in the preparation of annual accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures, if any.

ii. such accounting policies have been selected and appliedconsistently and the judgments and estimates made arereasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of thefinancial year and of the Profit or Loss of the Company forthat year.

iii. proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

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iv. the annual accounts have been prepared on a goingconcern basis.

FIXED DEPOSITS:

Your Company does not have any fixed deposit.

DIRECTORS:

Mr. V. C. Vaidya resigned as Director with effect from26.03.2009. The Board of Directors has decided not to fillcasual vacancy caused due to resignation of Mr. V. C. Vaidya.Suitable resolution is proposed in the notice convening AnnualGeneral Meeting for your approval.

The Board of Directors place on record its appreciation forvaluable services rendered by him during his tenure ofdirectorship with the Company.

In accordance with the requirements of the Companies Act,1956 and the Articles of Association of the Company, Mr. S. M.Patel and Mr. Jal R. Patel retire by rotation and being eligible,have offered themselves for reappointment. Necessaryresolutions are being proposed for their reappointment asDirectors at the ensuing Annual General Meeting of theCompany.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Codeof Corporate Governance in accordance with Clause 49 of theListing Agreement with BSE. A separate report on CorporateGovernance along with Auditors’ certificate on its complianceis attached to this Report. Management Discussion andAnalysis, as prescribed by the Listing Agreement, also formsa part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Energy Conservation, TechnologyAbsorption and Foreign Exchange Earnings and Outgo asrequired to be disclosed under section 217(1)(e) of theCompanies Act, 1956 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988 isgiven in Annexure forming part of this Report.

AUDITORS:

M/s. Parikh & Shah, Chartered Accountants, Statutory Auditorsof the Company, hold office until the conclusion of theforthcoming Annual General Meeting and being eligible offerthemselves for re-appointment. The Company has receivedconfirmation that their appointment, if made, will be within thelimits prescribed under Section 224(1B) of the Companies Act,1956.

COST AUDITORS:

In pursuance of Section 233-B of the Companies Act, 1956,your Directors have appointed M/s. B. J. D. Nanabhoy & Co.,Cost Accountants, as the Cost Auditors to conduct cost auditof the product ‘Bearing’ for the year 2009-10, subject to theapproval of the Central Government. The Company hasreceived confirmation that their appointment, if made, will bewithin the limits prescribed under Section 224(1B) of theCompanies Act, 1956.

PARTICULARS RELATING TO EMPLOYEES:

Information required under Section 217(2A) of the CompaniesAct, 1956, read with the Companies (Particulars of Employees)Rules, 1975 is given in the Annexure forming part of the Report.However, as per the provisions of Section 219(1)(b)(iv), theReport and Accounts are being sent to all Shareholders of theCompany excluding the Statement of Particulars of Employees.Any shareholder interested in obtaining such particulars mayinspect the same at the Registered Office of the Company orwrite to the Company for a copy.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense ofappreciation for the committed services of the employees ofthe Company at all levels. The Directors also express theirsincere appreciation for the assistance and co-operationreceived from Banks, Customers and Dealers, during the year.

For and on behalf of the Board

Place: Mumbai S. M. PATELDate: 8th May, 2009. Chairman

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ANNEXURE TO DIRECTORS’ REPORTParticulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY:

Efforts for conservation of energy continued during the year are listed below:

1. Maintained overall power factor of the plant above 0.98. New capacitor banks were installed at several locations. TheCompany obtained substantial rebate from GEB as a result.

2. More Roof Extractors were installed for increasing ventilation on the shop floor. Since these devices do not use anyelectricity to operate, but work on using the natural draft created, further savings in energy were achieved.

3. The fluorescent lighting fixtures were further replaced by metal Hallide lamps to provide lighting on the shop floor.Transparent roof sheets were installed along with the Roof Extractors to increase the ambient light on the floor,leading to savings in electricity.

4. Light fittings were lowered in the Canteen and the new assembly block. This has reduced the total number of fixturesrequired to ensure adequate light intensity on the floor.

Further Energy Conservation measures in progress:

1. A compressed air piping system is planned to be installed throughout the plant. The system itself will act as anaccumulator, and since all compressors and consumption points will be connected to a single system, it will furtheroptimise the usage of compressors.

B. TECHNOLOGY ABSORPTION:

1. Our engineers who had been trained at NSK, Japan, have disseminated the learnings to other engineers on the shopfloor. Several improvements have been implemented or initiated.

2. Machine improvements have been done on bottleneck machines to reduce cycle time and improve productivity.

3. Improvements are being carried out for process capability enhancement.

4. Several new bearings were developed for new model launches of our customers.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings : Rs.46.82 lacs

Outgo : Rs.4013.25 lacs.

By Order of the Board of Directors


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PARTICULARS 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09

Sales & Other Income 10732.50 11408.92 7717.56 8620.60 11200.74 15264.22 18255.23 21591.51 19534.84 15326.07

Materials Consumed 4078.40 5305.62 3349.51 3451.84 4963.87 6790.84 8239.07 9235.20 8907.07 7286.85

Excise Duty 1708.77 1259.41 1031.07 1138.58 1464.84 2019.08 2413.71 3000.90 2700.48 1678.37

Employee Cost 1441.48 1357.46 1108.07 1067.36 853.09 1069.49 1186.26 1122.80 1192.12 1052.55

Interest & Finance Charges 861.15 1053.48 736.87 608.24 342.00 280.96 269.36 382.51 318.46 1094.89

Depreciation 597.83 535.92 408.72 546.69 676.85 630.19 684.15 801.89 684.10 503.82

Other Expenses 1820.97 1532.18 1365.52 1590.02 1701.05 2366.32 2749.38 3547.19 2888.98 2343.30

Profit / (Loss) Before Tax & Exceptional items 223.90 364.85 -282.20 217.87 1199.04 2107.34 2713.30 3501.02 2843.63 1104.55

Exceptional Items 222.75 222.75 399.08 428.08 406.28 62.71

Diminution in value of Investments - - 293.80 - - - - - - 9.00

Provision for Current Tax 7.90 35.00 - 10.56 91.00 91- 979.15 1196.40 1011.86 359.50

Provision for Deferred Tax(Cr) - - -100.46 -61.41 -270.72 177.64 235.62 136.57 166.09 15.84

Profit / (Loss) After Tax & Exceptional items 216.00 329.85 -475.54 145.90 621.86 1152.23 1570.69 2013.11 1591.58 657.50

Prior Period Adjustment (net) - - 58.54 - - - - - - -

Equity Dividend Rs. - - - - 173.25 346.50 462.00 462.00 462.00 231.00

Equity Dividend % - - - - 15 30 40 40 40 20

Retained Earnings 216.00 329.85 -475.64 145.90 426.41 757.13 1043.90 1472.59 1051.06 387.24

Gross Fixed Assets 11655.99 8683.15 8821.30 8865.47 9054.62 9168.41 10183.96 11373.24 12106.73 12645.86

Net Fixed Assets 6450.77 4546.46 4349.79 3853.18 3405.68 2970.69 3378.52 3825.21 3898.64 3966.95

Investments 183.02 383.02 22.91 17.46 21.73 21.73 139.05 21.73 1271.73 1250.10

Net Current Assets 4192.76 4002.45 3241.53 3152.31 3429.45 4042.36 4433.83 6262.88 5956.97 7975.13

Deferred Revenue Exp. - - 160.32 663.23 440.48 217.74 834.37 406.28 - -

Total Assets (Net) 10826.55 8931.93 7134.05 6984.27 6324.71 6457.53 8785.77 10516.10 11127.34 13192.18

Share Capital - Equity 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00 1155.00

Reserves and Surplus 2193.67 2523.52 1248.48 1394.38 1820.79 2577.92 3621.82 5094.41 6125.47 6472.79

Net Worth 3348.67 3678.52 2403.48 2549.38 2975.79 3732.92 4776.82 6249.41 7280.47 7627.79

Borrowings 7477.88 5253.41 4730.57 4434.89 3348.92 2724.61 3449.58 3843.89 3590.16 5291.84

Total Fund Employed 10826.55 8931.93 7134.05 6984.27 6324.71 6457.53 8785.77 10516.10 11127.34 13192.18

Earnings per Share 2.52 2.86 -4.62 1.26 5.38 9.98 13.60 17.43 13.78 5.69

Book value per Share 28.99 31.85 20.81 22.07 25.76 32.32 41.36 54.11 63.03 66.04

Debt: Equity 2.23 1.43 2.11 2.35 1.32 0.78 0.88 0.66 0.49 0.69

Turnover/Inventory(Times) 3.33 6.84 5.78 6.00 6.86 6.82 6.24 6.45 6.16 4.50

Turnover/Net Block 1.66 2.51 1.77 2.24 3.29 5.14 5.40 5.64 5.01 3.80

Current Assets / Current Liabilities 2.85 3.09 3.35 3.02 2.80 2.96 2.62 3.03 2.76 4.36

Number of Shareholders 7820 8764 8603 8298 7870 7161 7097 7401 7757 8345

No. of Employees 1341 1198 878 567 526 509 314 331 355 355

10 YEARS’ HIGHLIGHTS

Rupees in Lacs

11

CORPORATE GOVERNANCE REPORT:COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Your Company has a basic philosophy of achieving excellence aimed at increasing value for all stakeholders and understandsthe right to information of its shareholders with respect to the performance of the Company.

Since inception, your Company has been committed to the practice of good corporate governance. Pursuant to Clause 49(including revision thereof) of the Listing Agreement, a detailed report on compliance by the Company is given here below:

BOARD OF DIRECTORS:

The Board of Directors comprises a fair number of independent, professionally competent and acclaimed Non-executive Direc-tors. The Company has a Non-executive Chairman, with the number of Independent Directors being more than 50% and thenumber of Non-executive Directors being more than two-third of the total number of Directors.

As stipulated, none of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5Committees. Particulars in respect of their various Directorships, Chairmanships and Memberships of Board/Committees andattendance at Board/General Meeting of the Company are given here below:

Name of the Director Executive/Non-Executive/Independent

No. of outsideDirectorships in

Public Companies

Membershipheld in

Committee ofDirectors

Chairmanshipheld in

Committee ofDirectors

No. ofBoard

Meetingsattended

Whetherattendedlast AGMYes/No

Mr. S. M. Patel Non-Executive Chairman 2 * 3 1 4 Yes

Mr. P. M. Patel Managing Director 3 3 - 3 Yes

Mr. T. M. Patel Executive Director 3 4 1 3 No

Mr. Y. H. Malegam Non-Executive – Independent 8 3 3 4 No

Mr. S. K. Diwanji Non-Executive – Independent 5 3 1 3 Yes

Mr. V. C. Vaidya** Non-Executive – Independent Nil Nil Nil 4 Yes

Mr. C. U. Shah Non-Executive – Independent - - - - No

Mr. Jal R. Patel Non-Executive – Independent 5 5 2 4 Yes

* In addition, Mr. S. M. Patel is Alternate Director in a Public Limited Company.

** Ceased to be Director with effect from 26th March, 2009.

During the financial year 2008-09, four Board meetings were held on the following dates i.e. on 6th May, 2008, 16th July, 2008,21st October, 2008 and 22nd January, 2009 and the Annual General Meeting was held on 16th July, 2008.

CODE OF CONDUCT:

The Board of Directors has adopted the Code of Business conduct and Ethic for Directors and Senior Management. The saidCode has been communicated to the Directors and members of the Senior Management. The Code has also been posted onthe Company’s website – www.abcbearings.com

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same hasbeen affirmed by them. A declaration signed by the Managing Director is given below:

I hereby confirm that:

The Company has obtained from all the members of the Board and Senior Management, affirmation that they have compliedwith the Code of Business Conduct and Ethics for Directors and Senior Management in respect of Financial Year 2008-2009.

P. M. PatelManaging Director

12


AUDIT COMMITTEE:

The Audit Committee of the Company has such powers as are detailed under Section 292A of the Companies Act, 1956, andalso as are detailed in terms of Clause 49 of the Listing Agreement.

The responsibilities of the Audit Committee include inter-alia, overseeing the financial reporting process to ensure proper disclo-sure of financial statements, recommending appointment/removal of external auditors and fixing their remuneration, reviewingthe quarterly, half yearly and annual financial statements before submission to the Board, reviewing the adequacy of the internalaudit functions, ensuring compliance of internal control systems and discussing the scope of audit with external auditors. TheCompany has adopted a separate Charter for Audit Committee.

The composition of the Audit Committee is as under:

Name of the Director Category No. of Audit CommitteeMeetings attended

Mr. Jal R. Patel Independent Non-executive Director (Chairman) 4

Mr. V. C. Vaidya* Independent Non-executive Director (Member) 4

Mr. S. M. Patel Non-executive Director (Member) 4

Mr. S. K. Diwanji Independent Non-executive Director (Member) 3

* Ceased to be Member with effect from 26th March, 2009.

During the Financial year 2008-09, four Audit Committee Meetings were held on the following dates i.e. on 6th May, 2008, 16thJuly, 2008, 21st October, 2008 and 22nd January, 2009.

REMUNERATION COMMITTEE:

The general scope of work entrusted to the Remuneration Committee includes recommendation of remuneration packages forthe Managing/Executive Directors and review thereof, based on performance and achievements, within the provisions of theCompanies Act, 1956 and amendments thereto.

The Remuneration Committee has not held any meeting during the financial year 2008-09, as there was no issue relating toManagerial Personnel. The composition of the Remuneration Committee is as under:

Name of the Director Category

Mr. S. K. Diwanji Independent Non-executive Director (Chairman)

Mr. V. C. Vaidya* Independent Non-executive Director (Member)

Mr. S. M. Patel Non-Executive Director (Member)

Mr. C. U. Shah Independent Non-executive Director (Member)

Mr. Jal R. Patel Independent Non-executive Director (Member)

* Ceased to be Member with effect from 26th March, 2009.

The remuneration structure of the Managing/Executive Directors consists of salary, perquisites, contribution to Provident Fund,Superannuation and Gratuity as per the present trend in the industry. The tenure of re-appointment of the Managing/ExecutiveDirectors/details of salary and perquisites and contribution to Provident Fund and Superannuation paid for the financial yearended 31st March, 2009 are as given below:

Name Tenure Salary

(Rupees)

Perquisites

(Rupees)

Commission

(Rupees)

Contribution toProvident Fund/Superannuation

(Rupees)

Total

(Rupees)

Mr. P. M. Patel Reappointed for aperiod of 5 yearsfrom 01.08.2006 41,19,829 3,88,747 - 14,25,600 59,34,176

Mr. T. M. Patel Reappointed for aperiod 5 yearsfrom 01.02.2008 45,76,456 1,52,320 - 12,05,400 59,34,176

The Non-Executive Directors are paid sitting fee @ Rs.15,000/- for attending Board Meeting, Rs.10,000/- for attending AuditCommittee Meeting and for attending Remuneration Committee Meeting @ Rs.7,500/-. The Non-Executive Directors are alsopaid commission not exceeding 1% of the net profits of the Company in such proportion as may be decided by the Board.

13

The total amount of sitting fees paid during the year was Rs.4,35,000/-. The details of sitting fees paid to the Non-ExecutiveDirectors during the year under report and their shareholding in the company, are as given below:

Name of the Sitting Fees paid during the period No. of shares heldNon-Executive Director 01.04.2008 to 31.03.2009 As on 31st March, 2009

(Rs.) (Nos.)

Mr. S. M. Patel 1,00,000.00 —

Mr. Y. H. Malegam 60,000.00 7,445

Mr. S. K. Diwanji 75,000.00 7,950

Mr. C. U. Shah - 10,000

Mr. Jal R. Patel 1,00,000.00 350

Mr. V. C. Vaidya* 1,00,000.00 —

* Ceased to be Director with effect from 26th March, 2009.

As decided by the Board, commission payable to Non-Executive Director, Mr. S. M. Patel is Rs.11.87 lacs.

SHAREHOLDERS’/INVESTORS’ GRIEVANCE COMMITTEE:

The composition of the Transfer-Cum-Shareholders’/Investors’ Grievance Committee is as under:

Name of the Director Category No. of Committee Meetings attended

Mr. S. M. Patel Non-executive Director (Chairman) 20

Mr. P. M. Patel Managing Director (Member) 20

Mr. T. M. Patel Executive Director (Member) Nil

The Transfer-Cum-Shareholders’/Investors’ Grievance Committee is vigilant in the redressal of all investors’ grievances. Thepowers of approving the issue of duplicate certificates and all matters connected with securities’ transfers, transmissions, sub-divisions, consolidations etc. have been delegated by the Board to the Registrar & Transfer Agents of the Company, subject toplacing of a periodic summary statement, depicting transfer, transmission, etc. of securities of the Company, at every meeting ofthe Transfer-Cum-Shareholders’/Investors’ Grievance Committee.

The Transfer-Cum-Shareholders’/Investors’ Grievance Committee of the Company held its meetings on the following datesduring the year, viz: on 15th April, 2008, 30th April, 2008, 13th May, 2008, 4th June, 2008, 16th June, 2008, 30th June, 2008, 8th July,2008, 1st August, 2008, 14th August, 2008, 15th September, 2008, 30th September, 2008, 15th October, 2008, 14th November, 2008,1st December, 2008, 5th January, 2009, 30th January, 2009, 16th February, 2009, 2nd March, 2009, 16th March, 2009 and 31st March,2009.

Mr. S. B. Desai, Company Secretary, is the Compliance Officer. All complaints received from shareholders/investors have beengenerally resolved to the satisfaction of the complainants.

Investor queries/complaints handled during the year under report were as follows:

Nature of queries/complaints No. of letters Received

Relating to non receipt of Refund Order/Allotment Advice 1

Relating to Non receipt of shares after transfer 3

Relating to non receipt of certificates against indemnity 1

Relating to non receipt of dividend warrant 31

Relating to non receipt of Annual Reports 1

Relating to dividend warrant sent for revalidation 6

Total 43

All the queries/complaints were attended to promptly and resolved within 30 days.

All valid share transfers, received during the year ended 31st March, 2009, have been acted upon and there were no sharetransfers pending as on 31st March, 2009.

GENERAL BODY MEETINGS:

Location and time where the last three Annual General Meetings were held are as under:

14


Financial Year Date Location of the Meeting Time

2006-2007 24th July, 2007 Hall of Culture, Nehru Centre, Dr. Annie Besant Road,Worli, Mumbai – 400 018.

4.30 p.m.

2007-2008 16th July, 2008 Hall of Culture, Nehru Centre, Dr. Annie Besant Road,Worli, Mumbai – 400 018.

4.30 p.m.

2005-2006 10th August, 2006 Walchand Hirachand Hall, Indian Merchants’Chamber Building, 76, Veer Nariman Road, Churchgate,Mumbai – 400 020.

4.00 p.m.

The Company has passed Special Resolutions at the Annual General Meetings held for the year 2005-2006.

No Special Resolution requiring Postal Ballot as required by the Companies (Passing of the Resolution by Postal Ballot) Rules,2001/Clause 49 of the Listing Agreement has been placed for Shareholders’ approval at the last Annual General Meeting nor isany resolution proposed to be taken up through postal ballot at the ensuing Annual General Meeting.

DISCLOSURES REGARDING APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS:

1. Mr. S.M. Patel, aged 64 years, is the Non-Executive Chairman of the Company. He has finance background with a qualifica-tion of Diploma in Accountancy & Finance and C.A. (Inter) Kenya. He has been associated with the Bearings Industry forover two decades. He joined the Board of the Company on 2nd September, 1989 and is also a Director of the followingpublic limited companies:-

Name of the Company Designation/Membership ofBoard/Committees

Mipco Seamless Rings (Gujarat) Limited Managing Director / Member of Transfer-cum-Shareholders’/Investors’ Grievance Committee

Daikaffil Chemicals India Ltd. Director/Member of Audit Committee

NSK-ABC Bearings Limited Alternate Director

2. Mr. Jal R. Patel, aged 71 years, is a Financial & Management Consultant. He is an Associate Member of Institute of CompanySecretaries of India and Institute of Chartered Accountants of India. He has held the position of Managing Director of FAGBearings India Ltd. for 23 years and he retired from the organisation as the Chairman. He is also a Director of the followingpublic limited companies:-

Name of the Company Designation/Membership ofBoard/Committees

Gujarat Gas Company Limited Director/ Chairman of Audit Committee/ Member of ShareholdersGrievance Committee.

Mipco Seamless Rings (Gujarat) Limited Director/ Member of Audit Committee

Ineos ABS India Ltd. Director/Member of Audit Committee

Shri Dinesh Mills Ltd. Director/Member of Shareholders Grievance Committee

Eimco Elecon India Ltd. Director/Member of Audit Committee

DISCLOSURES:

During the year 2008-09, the Company had no materially significant related party transaction, which is considered to havepotential conflict with the interests of the Company at large.

There has not been any non-compliance, penalties or strictures imposed on the Company by the Stock Exchange, SEBI or anyother statutory authority, on any matter relating to the capital markets, during the last three years.

The Company has complied with all mandatory requirements and it is in the process of compliance with various non-mandatoryrequirements.

MEANS OF COMMUNICATION:

The Board of Directors of the Company approves and takes on record the unaudited financial results of the Company within onemonth of the close of the quarter/half year and announces forthwith the results to the Stock Exchange, where the shares of theCompany are listed, as also the same are published within 48 hours in two newspapers as prescribed. As the Company pub-lishes the audited annual results within the stipulated period of three months, as required by the Listing Agreement with theStock Exchange, the unaudited results for the last quarter of the financial year are not published.

15

The Company’s results, official news releases and presentation to analysts are displayed on the Company’s website, i.ewww.abcbearings.com.

Management Discussion and Analysis Report forms part of this Annual Report.

GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting

Date : Tuesday, the 21st July, 2009.

Time : 4.00 p.m.

Venue : Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli,Mumbai – 400 018.

Financial Year:

The Company follows April-March as its financial year. The results for every quarter are declared in the month following thequarter except for the quarter January-March, for which the audited results are declared in May/June as permitted under theListing Agreement.

Date of Book Closure

Tuesday, the 14th July, 2009 to Tuesday, the 21st July, 2009 (both days inclusive)

Dividend Payment Date

After 21st July, 2009.

Listing on Stock Exchanges

The Company’s shares are listed on Bombay Stock Exchange Limited, Mumbai.

Stock Code

Bombay Stock Exchange Limited, Mumbai (BSE) - 505665

Demat International Security Identification Number (ISIN)in NSDL & CDSL for Equity Shares - INE 779A01011

Stock Price Data

Bombay Stock Exchange Limited, Mumbai (BSE)

Month High (Rs.) Low (Rs.)

April, 2008 95.95 76.00

May, 2008 105.00 78.00

June, 2008 81.95 67.50

July, 2008 73.70 65.00

August, 2008 79.90 70.00

September, 2008 75.90 41.10

October, 2008 58.00 36.05

November, 2008 42.75 34.25

December, 2008 38.80 31.00

January, 2009 36.00 26.90

February, 2009 31.00 24.55

March, 2009 32.00 23.20

16


Performance in comparison to BSE Sensex

Registrars and Transfer AgentsBigshare Services Pvt. Ltd. Tel.: 022-28470652/28470653E-2, Ansa Industrial Estate, Sakivihar Road, Fax: 022-28475207Saki Naka, Andheri (E), E-mail:[email protected] 400 072. Website:www.bigshareonline.com

Share Transfer System

A Share Transfer Committee of Directors has been constituted by the Board. The Committee attends to share transfer formalitiesat least twice in a month. Transfer of shares are processed and registered within the stipulated time, provided all the documentsare valid and complete in all respects. The Board of Directors has appointed the Company Secretary as Compliance Officer ofthe Company to monitor the share transfer process. Share transfers approved by the Committee are placed at the BoardMeeting from time to time. There were no share transfers pending as on 31st March, 2009.

Distribution of Shareholding:

Categories of Shareholding as on 31st March, 2009. Distribution of Shareholding as on 31st March 2009.

Category Shares

Number % to Total

Promoters and Promoters Group 3680267 31.86

Mutual Funds & UTI 5195 0.04

Banks, Financial Institutions,Insurance Companies 955561 8.28

Foreign Institutional Investors 259490 2.25

Private Corporate Bodies 534179 4.63

Indian Public 3230061 27.96

NRIs/OCBs 2884137 24.97

Others (Shares in Transit) 1110 0.01

Total 1,15,50,000 100.00

Range Shareholders Shares

Number % to Total Number % to Total

1 - 050 2373 28.44 64667 0.56

51 - 100 1762 21.11 153576 1.33

101 - 300 2189 26.23 436817 3.78

301 - 500 866 10.38 369463 3.20

501 - 1000 647 7.75 494257 4.28

1001 - 5000 417 5.00 860277 7.45

5001 and above 91 1.09 9170943 79.40

Total 8345 100.00 1,15,50,000 100.00

BSE Sensex in 2008 - 2009ABC Share Price

17

Dematerialisation of Shares and Liquidity: 94% equity shares of the Company have been dematerialised as on 31st March,2009.

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity:

Company has not issued any GDRs/ADRs/Warrants or any Convertible Instruments.

Plant Locations

1. Bharuch, Gujarat State. 2. Lonavla, Maharashtra State.

Address for Correspondence

Shareholders may correspond on all matters relating to transfer/dematerialisation of shares, payment of dividend, and any otherquery relating to shares of the Company with Registrars and Share Transfer Agents, at the address given below:

M/s. Bigshare Services Pvt. Ltd. Tel.:022-28470652/28470653E-2, Ansa Industrial Estate, Sakivihar Road, Fax: 022-28475207Saki Naka, Andheri (E), E-mail: [email protected] 400 072. Website: www.bigshareonline.com

Our Register & Transfer Agent M/s. Bigshare Services Private Limited recently launched Gen-Next Investor, Module i’Boss themost advanced tool to interact with shareholders. Please login into i’Boss (www.bigshareonline.com) and help them to serveyou better.

Shareholders would have to correspond with the respective Depository Participants for shares held in demat mode.



For PARIKH & SHAHChartered Accountants

H. K. DESAIMumbai, 8th May, 2009. Partner

Auditors’ Certificate regarding compliance of Corporate Governance

To the Members of ABC Bearings Limited

We have examined the compliance of the conditions of Corporate Governance by ABC Bearings Limited for the year ended 31stMarch, 2009, as stipulated in Clause 49 of the Listing Agreement of the said company with Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corpo-rate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have conducted our review on the basis of the relevant records and documents maintained by the Company. Based onsuch review and as per the information and explanations given to us by the Company, in our opinion, the Company hascomplied with the conditions of Corporate Governance, as stipulated in Clause 49 of the said Listing Agreement.

We state that as per the records maintained by the company there were no investor grievances remaining unattended/pendingfor more than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency oreffectiveness with which the management has conducted the affairs of the company.

18


MANAGEMENT DISCUSSION AND ANALYSIS:a) Industry Structure and Development

Domestic market comprises of ten major players in theorganised sector and innumerable units in the unorganisedsector. Annual bearing demand in India is estimated atRs.5000 crores, of which about one third is met by importsand the rest is met through indigenous production. Thesales of organised bearing industry in India, including ex-ports are estimated at Rs.2500 crores. The bearing indus-try sales stagnated during the year as gains made in Indus-trial segment were wiped out by losses in the Automotivesegment.

The Bearing industry covers both ball and roller bearingsused in Automotive and Industrial sectors. Bearings areprecision products requiring sophisticated machinery andthe industry is characterised by high capital costs and in-tensive technology & skill requirements. Almost all the majorinternational bearing manufacturers are represented in In-dia by way of technical and/or financial collaborations.

The Bearing industry depends on its user industries viz:automobiles, general engineering, railways, electrical ap-plications, pumps, fans and agricultural machineries. Thelargest user segment though is Automobiles. During theyear under report, the Automobile industry sales were im-pacted by the slow down in the Indian economy. The de-mand for Medium and Heavy commercial vehicles declinedby 35%. Light commercial vehicles sales declined by al-most 12%, as did the utility vehicles. The tractor industrytoo suffered a 2% negative growth. Though Railways andIndustrial sectors did better, lower auto sales nullified thegains elsewhere. The bearing industry could not grow over-all in the year.

b) Opportunities and Threats

The Indian economy has been experiencing a pronouncedslow down. Exports have declined for six months in a row,and growth has reduced substantially. However, the gen-eral economic indicators are not negative, and with activesupport from the government and Reserve Bank of India, itis expected that the economy will get back to its normalgrowth by the third or fourth quarter of this year.

The biggest threat facing the industry is imports of bear-ings by OEMs and traders from countries such as China,Korea etc. Faced with a decline in the market, OEs are ex-ploring various avenues for cost reduction. There is a hugepressure the Company is experiencing from the OEM cus-tomers for reduction in prices due to decrease in the steelprice. Unfortunately, the Company as most industry play-ers are holding large inventory of steel at higher than cur-rent costs. More spurious bearings being sold in the after-market also pose a threat.

c) Segment-wise-performance

The Company has only one segment of activity namely‘Bearings’ as defined by AS-17 issued by the Institute ofChartered Accountants of India.

d) Outlook

The first half of this year will remain sluggish to dismal. TheMedium & Heavy Commercial Vehicle sales is likely to im-prove only after the monsoons. However, Medium and LightCommercial Vehicles may recover faster. The outlook ontractors continues to be uncertain. New JVs announcedlast year in the Commercial Vehicles segment are progress-ing, a few with a delayed schedule. New model launcheswill help demand for bearings. The industrial bearings de-mand has been strong in the last year, and is expected to

continue to be strong as the industry continues to achievehigh growth.

e) Risks and concerns

The performance of your Company is highly dependent onthe automotive sector, particularly the Commercial Vehicleand Tractor segments. Both these sectors performed be-low par last year, particularly the M & HCV segment, whichhas affected the Company. Pressure on margins due tocompetition in the bearing market is inevitable. The Com-pany is working on developing exports, strengthen the do-mestic Distributor network, and increase the product rangeto reduce dependences on automotive OEMs. As experi-enced by most companies importing either capital goodsor raw material, there is huge threat from the volatile cur-rency markets.

f) Internal control systems and their adequacy

The Company has in place an effective and independentinternal control system covering all areas of operations. Thetransactions are authorised by authorised persons. A firmof Chartered Accountants conducts the Internal Audit ofthe Company as per the schedule approved by the AuditCommittee for the year. A regular review is done in respectof the financial and operating controls at various locationsof the Company. The Audit Committee at its periodic meet-ings, reviews observations and recommendations containedin Internal Audit Reports, where both Statutory as well asInternal Auditors participate. Independent opinions are ex-pressed on issues of concern and the consequential cor-rective actions are reviewed by the Audit Committee.

g) Financial performance with respect to operations

The demand from the main user segment, M & HCV, waslower by over 35% during the year, and consequently thesales and profits of the Company have showed a decline.The performance in the first two quarters of the year wasbetter than the corresponding quarters of the previous year.However, the severe slump in demand during the last twoquarters resulted in lower sales for the whole year.

The company has initiated several measures to reduce itsdependence on the commercial vehicles segment. Acompanywide cost improvement programme is progress-ing well, and is expected to yield substantial gains in theyear ahead.

h) Human Resources and Industrial Relations

The Company continued to invest in its Human resourcesthrough the year. Inhouse and outside training programmeswere conducted as per the training needs identified as apart of the performance management system. The Vision,Mission, Values and policies were cascaded throughout theorganisation to achieve alignment of targets and efforts.Industrial relations continued to be cordial.

The gap between existing and desired skills in the employ-ees was bridged through training and development. Train-ing of a few employees at collaborators plants helped inunderstanding and absorbing new technology. Foreigntechnical experts visited the company for several monthsduring the year and trained the technical teams on manu-facturing system, quality and productivity improvements andmaintenance of machines.


Place: Mumbai S. M. PATEL

Date: 8th May, 2009 Chairman

19

Auditors’ Report

ToThe Members ofABC Bearings Limited

We have audited the attached Balance Sheet of ABC Bearings Limited as at 31st March, 2009 and also the Profit and LossAccount and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements basedon our audit.

We conducted our audit in accordance with auditing standards generally accepted in India, which requires that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, andalso includes assessing the accounting principles used and significant estimates made by management, as well as evaluatingthe overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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, 1956 and on the basis of such checks of books and records of the Company asconsidered appropriate and as per the information and explanations given to us, we enclose in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

1. we have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary, forthe purpose of our audit;

2. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from ourexamination of those books;

3. the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with thebooks of account of the Company;

4. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply withthe Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

5. on the basis of written representations received from the Directors and taken on record by the Board of Directors, we reportthat none of the Directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of Section274(1)(g) of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read withthe notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India;

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

b. in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.


H. K. DesaiPlace: Mumbai PartnerDate: 8th May, 2009. Membership No.13719

20


Re: ABC Bearings Limited

ANNEXURE TO AUDITORS’ REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2009

1. a) The Company has maintained proper records showing full particulars including quantitative details and locationof all its fixed assets.

b) We are informed that the Company has programme of physical verification of all the fixed assets over a period oftwo years. Accordingly, the physical verification of part of the fixed assets has been carried out by the Manage-ment during the year and no material discrepancies have been noticed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concernstatus of the Company.

2 a) The inventory has been physically verified at reasonable intervals during the year by the Management exceptstocks with third parties for which confirmations are obtained.

b) In our opinion the procedures of physical verification followed by the Management are reasonable and adequatein relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification,between physical stocks and books records, were not material in relation to the operations of the company andhave been properly dealt with in the books of account.

3 a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered inthe register maintained under Section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered inthe register maintained under Section 301 of the Companies Act, 1956.

4 According to the information and explanations given to us, there are, in our opinion, adequate internal control systemscommensurate with the size of the Company and nature of the business for the purchase of inventory, fixed assets andfor sale of goods. No major weaknesses are noticed in the course of our audit in this behalf.

5 In our opinion, and according to the information and explanations given to us, there are no contracts and arrangementsthe particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6 In our opinion and according to the information and explanations given to us, the Company has complied with theprovisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 with regard to the deposits accepted from the public. As informed to us, no order has been passed by the CompanyLaw Board in this behalf.

7 In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8 We have broadly reviewed the books of Accounts maintained by the Company pursuant to the order made by the CentralGovernment for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of theopinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made adetailed examination of the records with a view to determining whether they are accurate or complete.

9 a) On the basis of our examination of the books of account and other relevant records, the Company has beengenerally regular in depositing with appropriate authorities undisputed statutory dues including provident fund,investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty,cess and other material statutory dues applicable to it and no such dues were outstanding as at 31-03-2009 for aperiod of more than six months from the date they become payable.

b) According to information and explanation given to us the disputed dues in respect of Sales Tax, Excise duty andIncome tax that have not been deposited by the Company are as follows:

21

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses inthe financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and on the basis of information and explanations given to us,the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loansfrom financial institutions, and has not issued debentures during the year.

12. As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debenturesand other securities, clause 4(xii) of the order is not applicable.

13. The Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of theOrder are not applicable.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of theOrder is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken byothers from banks or financial institutions.

16. The term loans have been applied for the purpose for which they were obtained.

17. On the basis of examination of the Accounts and as per information and explanation given in our opinion the funds raisedon short term basis have prima facie not been used for long term investments.

18. The Company has not made any preferential allotment of shares to any parties and companies covered under theregister maintained u/s.301 of the Companies Act, 1956 during the year.

19. No security or charge is required to be created since the company has not issued any Debentures.

20. The Company has not raised any money by public issue during the year.

21. On the basis of examination of books of account and other relevant records in the course of our audit and informationand explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

Name of Statute Nature ofDues

Amount(Rs. in lacs)

Period to whichit relates

Forum where the dispute is pending

Income Tax Act,1961

Income Tax

Income TaxIncome TaxIncome Tax

FringeBenefit Tax

0.35

21.0376.9770.23

8.45

2000-01

2002-032004-052005-06

2005-06

Income Tax Appellate Tribunal,Mumbai.

Commissioner of Income Tax (Appeal),Mumbai.

CIT(A), Mumbai.

CIT(A), Mumbai.

}

The Central ExciseAct 1944

Excise Duty 0.240.943.080.43

1983-841990-911998-992008-09

CEGAT, MumbaiCEGAT, MumbaiCEGAT, MumbaiAssistant Commissioner Central Excise Baroda

State and CentralSales Tax Acts

Sales Tax 14.20

2.29

1.98

14.13

1992-93

1999-00

2000-01

2001-02

Maharashtra Sales Tax Tribunal,MumbaiDeputy Commissioner of Sales Tax, Appeals,Worli Division, Mumbai.Jt. Commissioner of Sales Tax (Appeal) WorliDivision, MumbaiAppeal being preferred.


H. K. DesaiPlace: Mumbai PartnerDate: 8th May, 2009. Membership No.13719

22


Balance Sheet as at 31st March, 2009As at 31st As at 31st

March,2009 March,2008Rupees Rupees Rupees

Schedules in lacs in lacs in lacs

SOURCES OF FUNDS :

1 SHAREHOLDERS' FUNDS

Share Capital 1 1155.00 1155.00

Reserves and Surplus 2 6472.78 6125.47

7627.78 7280.47

2 LOAN FUNDS

Secured 3 5291.85 3590.16

3 DEFERRED TAX LIABILITY 4 272.55 256.71

TOTAL FUNDS EMPLOYED 13192.18 11127.34

APPLICATION OF FUNDS

4 FIXED ASSETS 5 3966.96 3898.64

5 INVESTMENTS 6 1250.10 1271.73

6 CURRENT ASSETS, LOANS & ADVANCES

Inventories 7 5636.55 3169.01

Debtors 8 3117.29 3941.06

Cash and Bank Balances 9 893.70 1142.93

Loans and Advances 10 698.99 1090.03

10346.53 9343.03

7 Less: CURRENT LIABILITIES & PROVISIONS 11

Current Liabilities 2064.98 2812.84

Provisions 306.43 573.22

2371.41 3386.06

8 NET CURRENT ASSETS 7975.12 5956.97

TOTAL ASSETS 13192.18 11127.34

SIGNIFICANT ACCOUNTING POLICIES ANDNOTES TO ACCOUNTS 17

This is the Balance Sheet referred For and on behalf of the Boardto in our report of even date.

For PARIKH & SHAH S. M. PATELChartered Accountants Chairman

H. K. DESAI P. M. PATELPartner Managing Director

Mumbai, 8th May,2009 Mumbai, 8th May,2009

S. B. DESAICompany Secretary

23

Profit and Loss Account for the year ended 31st March, 2009For the year For the yearended 31st ended 31stMarch,2009 March,2008

Rupees RupeesSchedules in lacs in lacs

1 INCOME

Sales - Gross 15064.33 19291.67Less: Excise Duty 1678.37 2700.48

Sales - Net 13385.96 16591.19Other Income 12 261.74 243.17

13647.70 16834.36

2 INCREASE/(DECREASE) IN STOCKS 13 (21.06) (299.87)

13626.64 16534.49

3 EXPENDITUREManufacturing & Other Expenses 14 10896.05 12688.30Cost of Goods Sold 15 27.33 -Depreciation 503.82 684.10Interest & Finance Charges 16 1094.89 318.46

12522.09 13690.86

4 PROFIT BEFORE EXCEPTIONAL ITEM & TAX 1104.55 2843.63

5 PROVISION FOR DIMINUTION IN VALUE OF INVESTMENT 9.00 -

6 EXCEPTIONAL ITEMS ( Refer Note B- 4 ) 62.71 406.28

7 PROFIT AFTER EXCEPTIONAL ITEM & BEFORE TAX 1032.84 2437.35

8 PROVISION FOR TAXIncome tax (335.00) (985.00)Fringe Benefit Tax (24.50) (26.86)Deferred tax (Charge) / credit (15.84) 166.09

9 PROFIT AFTER TAX 657.50 1591.58

10 BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR 581.80 530.74

11 AMOUNT AVAILABLE FOR APPROPRIATIONS 1239.30 2122.32

12 APPROPRIATIONS

a) Proposed Dividend 231.00 462.00b) Tax on proposed dividend 39.26 78.52c) Transfer to General Reserve 400.00 1,000.00d) Balance carried to Balance Sheet 569.04 581.80

1,239.30 2,122.32

This is the Profit and Loss Account referred For and on behalf of the Boardto in our report of even date.





24


Schedules forming part of the Balance SheetAs at 31st As at 31st

March,2009 March,2008Rupees Rupees Rupeesin lacs in lacs in lacs

1 SHARE CAPITAL

AUTHORISED

1,20,00,000 Equity Shares of Rs.10/-each 1200.00 1200.00

ISSUED AND SUBSCRIBED

1,15,50,000 Equity Shares of Rs.10/-each

fully paid -up (of the above 26,59,095

shares of Rs.10/- each were allotted

as fully paid-up Bonus Shares by

capitalisation of Reserves and Share

Premium Account) 1155.00 1155.00

2 RESERVES AND SURPLUS :

a) SHARE PREMIUM ACCOUNT

As per last Balance Sheet 152.14 152.14

b) CASH SUBSIDY RESERVE


Less : Paid - (20.00)

20.00 20.00

c) GENERAL RESERVE


Less : Exchange Difference of 2007-08adjusted (Refer Note No. B-3) 39.93 -

Add : Transfer from Profit and Loss Account 400.00 1,000.00

5731.60 5371.53

d) SURPLUS

As per Profit & Loss Account 569.04 581.80

6472.78 6125.47

Notes

3 LOAN FUNDS

SECURED

From Banks:a) Cash Credit (Including Working

Capital Demand Loan) 1 4419.68 1748.85b) Term Loan 2 798.88 1674.63c) Term Loan ( for Vehicles ) 3 30.77 118.91Add: Interest accrued and due on above loans 11.30 12.77

5,260.63 3,555.16

From Others:a) Term Loan - - 35.00b) Term Loan (for Vehicle) 3 31.22 -

31.22 35.00

5291.85 3590.16

NOTES :

1 Secured by hypothecation of stock-in-trade and book debts and second charge on Plant and Machinery of the Company.

2 Secured by first charge on certain plant and machinery acquired under the Loan and term Deposit with the Bank.

3 Secured by hypothication of vehicles acquired under the loan.

25

Schedules forming part of the Balance SheetDEFERRED (CHARGE) DEFERRED

TAX ASSET/ /CREDIT TAX ASSET(LIABILITY) FOR THE (LIABILITY)

As at 1st CURRENT As at 31stApril,2008 YEAR March, 2009

4 DEFERRED TAX LIABILITY Rupees Rupees Rupeesin lacs in lacs in lacs

Difference between book & tax Depreciation (455.93) 45.87 (410.06)

Expenses allowable for Tax purpose when paid 16.60 1.47 18.07

Provision for doubtful debts 34.14 3.95 38.09

Provision for leave encashment 10.38 1.91 12.29

VRS Dues 138.10 (69.04) 69.06

TOTAL (256.71) (15.84) (272.55)

5. FIXED ASSETS Rs. in Lacs

As at 31st As at 31stMarch,2009 March,2008

Rupees Rupeesin lacs in lacs

6 INVESTMENTS (At cost)LONG TERMNON TRADEUnquoted :

a) 7 year National Savings Certificates(lodged with Collector of Central Excise/Sales Tax) 0.10 0.10

b) 12,629 6.75% Tax Free US64 Bonds of Rs.100/- each - 12.63

c) 189,000 5% Cumulative Redeemable Preference Shares ofRs.100/- each fully paid in Mipco Seamless Rings (Guj) Ltd. 189.00 189.00

d) 1,25,00,000 Equity Shares of Rs. 10/- each fully paid in 1,250.00 1,250.00NSK - ABC Bearings Ltd.

COST DEPRECIATION NET BLOCKParticulars

Tangible Assets

Land

Buildings

Plant and Machinery

Equipments, Appliances & Tools

Electrical Installations

Furniture & Fixtures

Vehicles

Intangible Assets

Software upgradation

(including licence fees)

Total

(Previous Year)

292.11 - - 292.11

584.77 21.59 - 606.36

9526.01 202.94 14.97 9713.98

843.45 64.16 15.60 892.01

270.66 9.50 - 280.16

121.10 37.25 1.06 157.29

276.30 - 10.86 265.44

168.19 2.06 - 170.25

12082.59 337.50 42.49 12377.60

11299.79 865.02 82.22 12082.59

As at1st April

2008Additions Deductions

As at31st March

2009

Up to31st March

2008

Adjustmenton account

of sale

Forthe

year

Up to31st March

2009

10.61 - 3.74 14.35

186.05 - 16.87 202.92

7095.80 (12.54) 347.53 7430.79

497.17 (14.54) 65.98 548.61

204.02 - 8.76 212.78

62.53 (1.01) 8.57 70.09

41.60 (4.93) 25.92 62.59

110.32 - 26.45 136.77

8208.10 (33.02) 503.82 8678.90

7548.04 (24.04) 684.10 8208.10

As at31st March

2009

As at31st March

2008

277.76 281.50

403.44 398.73

2283.19 2430.20

343.40 346.28

67.38 66.64

87.20 58.57

202.85 234.70

33.48 57.87

3698.70 3874.49

3874.49 3751.75

Capital Work-in-Progress including

advances on Capital Accounts 268.26 268.26

(Previous Year) 24.15 24.15

TOTAL 12645.86 3966.96

(Previous Year) 12106.74 3898.64Note: Addition to Plant and Machinery includes Rs.145.25 lacs (net) on account of exchange difference adjusted in terms of Companies

(Accounting Standards) Amendment Rules, 2009 on Accounting Standard-11 notified by Government of India on 31.03.2009.

26



March,2009 March,2008Rupees Rupeesin lacs in lacs

TRADEQuoted :

8,88,600 Equity Shares of Rs.10/- eachfully paid in Mipco Seamless Rings (Gujarat) Ltd.(Market Value - Nil) (Previous year - Nil) 95.86 95.86

1,534.96 1,547.59

Less : Provision for Diminution in value of Investment 284.86 275.86

1,250.10 1,271.73

CURRENT ASSETS, LOANS & ADVANCESA) CURRENT ASSETS :

7 INVENTORIES(As certified by the Management)(At lower of cost 'or' realisable value)a) Stores, Spares and Tools 159.72 230.68b) Raw Materials 3225.52 674.73c) Work-in-Progress 502.78 769.94d) Finished Goods 1739.76 1493.66e) Trading Goods 8.77 -

5636.55 3169.01

8 DEBTORS (Unsecured)

a) Considered good :Over six months 789.99 385.72Others 2327.30 3555.34

3117.29 3941.06b) Considered doubtful

Over six months 107.73 96.10Less: Provision (107.73) (96.10)

3117.29 3941.06

9 CASH AND BANK BALANCESa) Cash on hand 0.86 1.24b) With Scheduled Banks

In Current Account 243.69 418.39In Margin Money Account - 0.56In Fixed Deposit 649.15 722.74(Held by Banks as margin against facilities availed) 649.15 723.30

892.84 1141.69

893.70 1142.93

B) LOANS AND ADVANCES (UNSECURED)10 ADVANCES

Considered Good:a) Advances recoverable in cash or in kind or for

value to be received (Including ConsideredDoubtful Rs.4.35 lacs) (Previous year Rs.4.35 lacs) 249.31 708.58Less: Provision (4.35) (4.35)

244.96 704.23

b) Sundry Deposits 91.60 83.21c) Balance with Customs and Central Excise 49.07 101.75d) Income Tax (net of provision) 309.36 200.84e) Fringe Benefit Tax (Net of provision) 4.00 -

698.99 1090.03

27


March,2009 March,2008Rupees Rupeesin lacs in lacs

11 CURRENT LIABILITIES AND PROVISIONSa) CURRENT LIABILITIES

i) Creditors 1274.34 1584.18ii) Interest accrued but not due on loans 28.23 30.86iii) *Unclaimed Dividends 21.24 16.38iv) Other Liabilities 741.17 1181.42

2064.98 2812.84

b) PROVISIONSi) Proposed Dividend 231.00 462.00ii) Tax on proposed dividend 39.26 78.52iii) Fringe Benefit Tax - 2.15iv) Leave encashment 36.17 30.55

306.43 573.22

2371.41 3386.06

* Presently there are no amounts due and outstanding to becredited to Investor Education and Protection Fund underSection 205C of the Companies Act, 1956

Schedules forming part of the Profit and Loss AccountFor the year For the yearended 31st ended 31stMarch,2009 March,2008


12 OTHER INCOMEa) Income from Investments (gross) 0.43 0.85

b) Dividend from Mutual Fund 4.44 1.51

c) Interest Received :

Banks 74.33 71.86

Others 3.27 3.69

(Tax deducted at source Rs.15.96 lacs)

(Previous year Rs.15.52 lacs) 77.60 75.55

d) Surplus on Redemption of Investment 0.73 -

e) Claims received 1.97 2.74

f) Sale of Scrap 39.45 53.70

g) Miscellaneous Income 42.67 85.92

h) Income from power generation 8.44 10.09

i) Excess Provision no longer required written back 38.01 12.81

j) Rent from Lonavla Property (Gross) (Tax Deducted

at Source Rs.12.22 lacs, Previous Year Rs. Nil) 48.00 -

261.74 243.17

13 INCREASE/(DECREASE) IN STOCK OF

WORK-IN-PROGRESS AND FINISHED GOODS

a) Opening Stock 2263.60 2563.47

b) Closing Stock 2242.54 2263.60

(21.06) (299.87)

28


Schedules forming part of the Profit and Loss AccountFor the year For the yearended 31st ended 31stMarch,2009 March,2008


14 MANUFACTURING AND OTHER EXPENSESa) Raw Materials and Components consumed 6487.37 7703.30b) Stores and Spares consumed 778.42 903.90c) Power and Fuel 454.99 470.88d) Processing and Other Charges 527.36 725.40e) Employees' remuneration and benefits :

Salaries, Wages and Bonus 893.23 1006.83Contribution to Provident and other Funds 90.34 89.31Gratuity 36.26 65.92Welfare Expenses 32.72 30.06

1052.55 1192.12f) Repairs:

Buildings 73.03 42.08Machinery 53.32 48.02Others 54.96 45.63

181.31 135.73g) Rent 14.97 14.70h) Rates and Taxes 32.23 14.21i) Insurance 31.33 40.87j) Postage, Telegrams and Telephones 33.05 36.72k) Travelling Expenses 95.43 99.63l) Remuneration to Auditors

Audit fees 1.95 1.95For Tax Audit 0.60 0.60For Certification & other matters 0.85 0.68For Expenses (including Service Tax) 0.13 0.05

3.53 3.28m) Cost Audit fees 0.44 0.44n) License & Technical Assistance Fees 48.70 22.52o) Commission and Discount on Sales 551.48 652.80p) Carriage Outward 155.42 188.37q) Provision for Doubtful Debts 11.63 -r) Bad Debts / Claims written off 1.67 7.17s) Directors' fees 4.35 5.50t) Loss on Fixed Assets sold / scrapped (Net) 3.55 2.72u) Loss on Investment sold - 0.10v) Other Expenses 426.27 467.94

10896.05 12688.3015 TRADING GOODS :

Cost of Goods SoldPurchases 31.14 -Add : Packing & Forwarding 4.96 -

36.10Less : Closing Stock 8.77 -

27.33 -16 INTEREST AND FINANCE CHARGES

a) On Fixed LoansBanks 157.01 108.72Others 5.35 20.00

162.36 128.72b) On Other Loans

Banks 312.16 252.47Others 9.31 -

321.47 252.47c) Exchange variation 537.35 (79.41)d) Finance Charges 73.71 16.68

1094.89 318.46

29

Schedules Forming part of the Accounts

17. SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. FIXED ASSETS

a) Fixed Assets are stated at their historical cost.

b) Addition to fixed assets comprise the purchase price and directly attributable costs.

c) Tools each costing Rs.25,000/- or more are treated as fixed assets.

d) Depreciation is provided in the manner and at the rates prescribed in Schedule XIV to the Companies Act,1956, as under :

i) On straight line basis for assets acquired prior to 1st April, 1987 and after 31st March, 1991.

ii) On written down value basis for assets acquired during 1st April, 1987 to 31st March, 1991.

e) Cost of Lease-hold land is amortised over the period of lease.

f) Intangible asset is amortised equally over a period of three years.

2. INVESTMENTS

Investments are stated at cost, less diminution, if any, and are meant to be held for long-term period.

3. INVENTORY VALUATION

a) Stock of Stores and Spares : At lower of cost on Moving Average basis or net realisable value.

b) Raw Materials and ToolsAt lower of cost (on FIFO basis) or net realisable value

c) Work in Progress

d) Finished Goods : At lower of cost or market value.

e) Excise duty payable on finished goods stocks at the end of the year is accounted for and considered for valuation.

4. FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are recorded at the rate of exchange prevailing on the date of the respectivetransactions. Monetary foreign currency assets and liabilities remaining unsettled at the balance sheet date aretranslated at the rates of exchange prevailing on that date.

Gains/losses arising on account of realisation/settlement of foreign exchange transactions and on translation offoreign currency assets (other than relating to Fixed Assets) and liabilities are recognised in the Profit and LossAccount.

5. RETIREMENT BENEFITS

Retirement benefits to employees comprise of payment of gratuity, superannuation and provident fund under theapproved schemes of the Company / statutory regulation. Gratuity liability is provided on the basis of actuarialvaluation and funded with an approved Trust. Liability for leave encashable on retirement is provided based on acturialvaluation.

6. SALES

Sales are recognised on despatch to customers. Sales comprise sale of goods including excise duty and otherincidental recoveries.

7. TAXES ON INCOME

Current Tax

Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961.

Deferred Tax Provision

Deferred Tax is recognised, on timing differences, being the difference between the taxable income and accountingincome that originate in one period and are capable of reversal in one or more subsequent periods.

}

30


2008-2009 2007-2008Rupees Rupeesin lacs in lacs

B. CONTINGENT LIABILITIES AND NOTES TO ACCOUNTS

1 Contingent Liabilities not provided for :

(i) For counter-guarantees to the Bank against Bank’sguarantee to the Government of India and other authorities 2.81 2.81

(ii) Excise Duty demand disputed 6.74 60.09

(iii) Income tax/Fringe Benefit Tax demand contested in appeal 155.65 98.35

(iv) Property tax demand contested in appeal 26.83 23.38

(v) Sales tax demand contested in appeal 32.60 32.60

2 Estimated amount of contracts remaining to be executed on capital accountand not provided for 1764.01 47.84

3 The Company has opted for accounting the exchange differences gain/loss arising on long term foreign currencymonetary item in line with Companies (Accounting Standards) Amendment Rules 2009 on “Accounting Standard (AS)11” notified by Government of India on 31.03.09.

Accordingly the exchange differences arising on deferred payment credits so far as it relates to depreciable asset isadjusted by addition or deduction to the cost of the assets is accounted as under :

a) Exchange difference gain of Rs. 44.64 lacs recognised in the Profit & Loss Account for the Financial Year2007-2008 is deducted from the cost of the asset and after addition of Rs.4.71 lacs to the cost of assets- onaccount of depreciation on aforsaid reduced amount-, the General Reserve of the Company stands debited byRs.39.93 lacs(net).

b) Exchange difference loss of Rs. 189.89 lacs arising during the year is added to the cost of the assets resulting inhigher profit for the year (net of depreciation amount Rs. 15.02 lacs) by Rs.174.87 lacs.

4 Exceptional item includes a write off of Rs.232.04 lacs being the irrecoverable amount due from Mipco SeamlessRings (Guj.) Ltd. net off Rs.169.33 lacs being a liability no longer payable written back.

5 As on 31-03-2009, the Company owes a sum of Rs.420.13 lacs (Previous Year Rs.463.95 Lacs) to Micro Small andMedium Enterprises. As on date, there are no claims on the Company towards overdue interest on the above outstanding.

The above information has been given in respect of such vendors to the extent they could be identified as “Micro Smalland Medium Enterprises” on the basis of information available with the Company.

6 Employee benefits

1. Defined contribution plans

a. Provident Fund

b. Superanuation Fund

c. State defined contribution plan

Employer’s contribution to Employees’ state insurance

During the year, the Company has recognised the following amounts inthe Profit & Loss Account: Rupees in Lacs

2008-09 2007-08Employer’s Contribution to Provident Fund 62.19 59.18

Employer’s Contribution to Superannuation Fund 15.24 18.23

Employer’s Contribution to Employees’ State Insurance 12.91 11.90

Included in Contribution to Provident Fund and other funds. [Refer Schedule 14(e)] 90.34 89.31

31


2. Defined Benefit Plans

Contribution to Gratuity Fund (Funded Scheme)

In accordance with Accounting Standard 15 (Revised 2005). Arrived as per acturial

valuation carried out in respect of the aforesaid defined

benefit plan based on the following assumptions:

Discount Rate (per annum) 7.50% 8.00%

Rate of increase in Compensation levels (per annum) 6.00% 6.00%

Rate of return on Plan Assets (for Funded Scheme) 8.50% 8.50%

A) Changes in the Present Value of Obligation

Present value of Obligation as at April 1 2008

Interest Cost 328.88 251.80

Current Service Cost 24.67 20.14

Benefits Paid 20.02 17.20

Acturial (gain)/loss on obligations (15.16) (17.14)

Present value of Obligation as at March 31, 2009 8.70 56.88

367.11 328.88

B) Changes in the Fair Value of Plan Assets

(For Funded Scheme)

Present value of Plan Assets as at April 1, 2008

Expected Return on Plan Assets 263.05 231.83

Actuarial Gains / (Losses) 18.40 28.94

Contributions (1.26) (0.55)

Benefits Paid 65.83 19.97

Fair Value of plan Assets as at March 31, 2009 (15.16) (17.14)

330.86 263.05

C) Reconciliation of Present Value of Defined Benefit Obligation

and the Fair Value of Assets

Present Value of funded Obligation as at March 31, 2009 367.11 328.88

Present Value of Plan Assets as at the end of the year 330.86 263.05

Unfunded Liability / (Net Asset) Recognised in Balance Sheet 36.25 65.83

D) Amount recognised in the Balance SheetUnfunded Liability / (Net Asset) 36.25 65.83Contribution During the Year - 10.50

Liability/(Asset) recognised in the Balance Sheetincluded in Current Liabilities & Provisions (refer Schedule 11) 36.25 55.33

E) Expenses recognised in the Profit and Loss Account

Current Service Cost

Interest Cost 20.02 17.20

Expected Return on Plan Assets 24.67 20.14

Settlement Cost/(Credit) 18.40 28.94

Net acturial (gain)/loss recognised in the period - 0.08

Total Expenses recognised in the Profit and Loss Account 9.96 57.43

Included in Contribution to Provident and other Funds (Refer Schedule 14) 36.25 65.92

32


7 The Company’s business activity falls within a single primary segment viz., manufacture of Bearings. As such there areno separate reportable segments as envisaged under Accounting Standard - 17.

8 Related party disclosure as required by Accounting Standard - 18 :

A Related Parties :

i) Associate Companies : ii) Executive Directors : iii) Non-Executive Directors:

Mipco Seamless Rings (Guj.) Ltd. Mr. P. M. Patel (Managing Director) Mr. S. M. Patel

Mipco Investments Pvt. Ltd. Mr. T. M. Patel ( Executive Director) Mr. C. U. Shah

Manoway Investments Pvt. Ltd. Mr. Y. H. Malegam

Maple Investments Co. Pvt. Ltd. Mr. S. K. Diwanji

Emsons Leasing Co. Pvt. Ltd. Mr. V. C. Vaidya

Ziwani Properties Pvt. Ltd. Mr. J. R. Patel

Saturn Holdings and Properties Pvt.Ltd.

Essex Properties Pvt.Ltd.

NSK - ABC Bearings Limited(Joint Venture Company)

2008-2009 2007-2008B Related Party Transaction : Rupees Rupees

in lacs in lacs

Transactions Associate Companies

Rent Emsons Leasing Co. Pvt. Ltd. 0.05 0.08

Manoway Investments Pvt. Ltd. 1.05 1.05

Lease charges received Mipco Seamless Rings (Guj.) Ltd. 0.06 0.06

Purchase of Fixed Assets Mipco Seamless Rings (Guj.) Ltd. - 2.51

Purchase of Stores, Spares & Other Materials Mipco Seamless Rings (Guj.) Ltd. - 18.25

Investment in Shares NSK-ABC Bearings Limited - 1250.00

Executive Directors

Remuneration (Refer Note 15(b) ) P. M. Patel 59.34 158.08

T. M. Patel 59.34 125.93

Non Executive Director

Remuneration (Refer Note 15(c) ) S. M. Patel 11.87 31.62

Professional Fees and reimbursement S. M. Patel 68.40 25.15of expenses

C Outstanding Balances as at 31.03.2009 31.03.2008

Associate Companies

Creditors Mipco Seamless Rings (Guj.) Ltd. 0.00 (233.49)

D There are no write back of any amounts for any of the above related parties. An amount of Rs. 232.04 lacs due from anassociate Company being irrecoverable is written off.

9 Opening and Closing Stock of goods manufactured during the year :-

Opening Stock Closing StockClass of goods manufactured Rupees Rupees

Nos in lacs Nos in lacs

Ball & Roller Bearings 2008-2009 735,352 1447.62 677,495 1690.24

2007-2008 873,716 1821.81 735,352 1447.62

Components 2008-2009 51,260 46.04 52,820 49.52

2007-2008 28,616 19.05 51,260 46.04

33

10 (A) Information for each class of goods manufactured and sold during the year :

Installed Production SalesClass of goods Capacity Quantity Value

Rupees

Nos.* Nos Nos.** in lacs

Ball & Roller Bearings 2008-2009 7,200,000 4,581,474 4,639,331 14643.97

2007-2008 7,200,000 5,429,649 5,566,876 18,865.40

Components 2008-2009 - 321,030 319,470 386.86

2007-2008 - 488,989 467,482 426.27

Others (Trading Items) 2008-2009 - - - 33.50

2007-2008 - - - -

Total 2008-2009 4,902,504 4,958,801 15,064.33

2007-2008 5,918,638 6,034,358 19,291.67

i) Licensed capacity has not been shown as the industry has been delicensed.

ii) Installed Capacity is as certified by the Management and accepted by the Auditors. *

iii) Sales includes free samples / captive consumption / scrapped 1192 nos. (previous year 16027 nos.) **

(B) Raw Materials and Components consumed :

Quantity Value Rupees in lacs

Unit 2008-2009 2007-2008 2008-2009 2007-2008

(i) Steel MT 4258.76 3678.15 3,094.98 2,244.83

(ii) Rolled/Forged Rings Nos 2,495,825 7,160,413 1,483.47 3,092.05

(iii) Bought-out Components 1,908.92 2,366.42

6,487.37 7,703.30

(C) Percentage of Consumption :

% of total consumption 2008-2009 2007-2008

Rupees Rupees

2008-2009 2007-2008 in lacs in lacs

(i) Raw Materials and Components:

Imported (at landed cost) 32.76 10.63 2,125.46 819.00

Indigenous 67.24 89.37 4361.91 6884.30

100.00 100.00 6487.37 7703.30

(ii) Stores and Spares :

Imported (at landed cost) 3.29 5.50 25.59 49.69

Indigenous 96.71 94.50 752.83 854.21

100.00 100.00 778.42 903.90

2008-2009 2007-2008

Rupees Rupees

in lacs in lacs

11 CIF Value of Imports:

Raw Materials 3763.33 1175.93

Stores and Spares 24.57 39.07

Capital Goods 2.07 399.90

34



12 Earnings in Foreign Exchange :F.O.B. Value of Exports 46.82 46.06

13 Expenditure in Foreign Currency: (on mercantile basis)

Interest and Finance charges 144.62 87.72

Travelling Expenses 15.18 15.88

Technical service/ assistance fees 48.70 22.52

Fees paid to Foreign Technicians 13.56 -

Other 1.22 6.34

14 Remittance in foreign currency on account of dividend to non-resident shareholders:

Number of shareholders 1 1

Number of shares held 2739098 2739098

Amount remitted 109.56 109.56

Year to which dividend relates 2007-08 2006-07

15 Computation of Net profit as per Section 309(5) andSection 198 of the Companies Act, 1956

(a) Profit as per profit and loss Account 1,032.84 2437.35

Add:Remuneration to Managing / WholetimeDirectors (including perquisites) 118.68 284.01

Remuneration to Non wholetime Directors 11.87 31.62

Depreciation debited in accounts 503.82 684.10

Loss on sale of Assets(net) 3.55 2.72

Loss on Redemption of Investment - 0.10

Provision for Doubtful Debts 11.63 -

Provision for Diminution in value of Investment 9.00 -

Dues under Voluntary Separation Scheme - 406.28

658.55 1408.83

1691.39 3846.18

Less:Profit on Fixed Assets sold / scrapped (Net) - -

Surplus on Redemption of Investment 0.73 -

Depriciation as per Sec.350 of the Companies Act 1956 503.82 684.10

504.55 684.10

Net Profit as per Section 349 1,186.84 3,162.08

(b) Remuneration to Managing / Wholetime Directorsunder Section 198 of the Companies Act, 1956.

Salary 86.96 113.07

Commission for the year to Managing and Executive Directorssubject to ceiling of 10% of the Net Profit restricted to amountas approved by the Board - 134.50

Contribution to Provident Fund and Superannuation Scheme 26.31 30. 53

Other perquisites 5.41 5.91

118.68 284.01

(c) Commission to Non Wholetime Directors @ 1% of the net profit. 11.87 31.62

Total Managing / Wholetime & Non Wholetime Directors’remuneration including perquisites 130.55 315.63

35





16 Figures for the previous year have been regrouped wherever necessary for comparison.

17 Figures in italics are in respect of previous year.

18 Information pursuant to Part IV of Schedule VI to the Companies Act, 1956 is attached herewith.

Signature to Schedules 1 to 17

As per our report of even date For and on behalf of the Board

36


CASH FLOW STATEMENT2008-2009 2007-2008

Rupees in lacs Rupees in lacs Rupees in lacs

This is the Cash Flow Statement referred For and on behalf of the Boardto in our report of even date.



Mumbai, 8th May, 2009 Mumbai, 8th May, 2009


A. CASH FLOW FROM OPERATING ACTIVITIES:NET PROFIT BEFORE TAX 1,032.84 2,437.35Adjustment for:Depreciation 503.82 684.09Bad Debts / Claims Written-Off 1.67 43.15Provision for Doubtful Debts 11.63 -Exceptional Items 62.71 406.28(Profit) / Loss on sale of fixed assets (Net) 3.55 2.72Interest and finance charges 1,094.89 318.46Dividend and interest income (82.47) (77.91)Claims received (1.97) (2.74)Sundry balances written back (44.03) (14.08)Provision for Diminution in Value of Investment 9.00 -(Surplus) / Loss on redemption of Investments (0.73) 0.10

1,558.07 1,360.07OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 2,590.91 3,797.42Trade and other receivables 1,016.42 263.63Inventories (2,495.28) 177.40Trade Payable (531.11) 304.00

(2,009.97) 745.03CASH GENERATED FROM OPERATIONS 580.94 4,542.45Interest paid (1,097.51) (303.69)Direct Taxes Received/(Paid) (Including Fringe Benefit Tax) (474.16) (1,172.49)

(1,571.67) (1,476.18)CASH FLOW BEFORE EXTRAORDINARY ITEMS (990.73) 3,066.27Cash Subsidy Paid / Returned - (20.00)Claims Received 19.05 2.81NET CASH FLOW FROM OPERATING ACTIVITY (A) (971.68) 3,049.08

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (441.97) (777.76)(Purchase) / Sale of Investments (Net) 13.36 (1,250.10)Sale of Fixed Assets 5.93 17.52Dividend & Interest Received 102.62 64.83NET CASH USED IN INVESTING ACTIVITIES (B) (320.06) (1,945.51)

C. CASH FLOW FROM FINANCING ACTIVITIES:(Repayments)/ Proceeds from Outside Borrowings 1,578.17 (253.72)Dividend paid (457.14) (457.26)Taxes Paid on Distributed Profit (78.52) (78.52)NET CASH USED IN FINANCING ACTIVITIES (C) 1,042.51 (789.50)NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) (249.23) 314.07CASH & CASH EQUIVALENTS (Opening Balance) 1142.93 828.86CASH & CASH EQUIVALENTS (Closing Balance) 893.70 1,142.93

(249.23) 314.07

37

Information pursuant to part IV of the Companies Act, 1956

Balance Sheet Abstract and Company’s General Business Profile

i Registration details

Registration No. State Code

Balance Sheet Date

Date Month Year

ii Capital raised during the year (Amount in Rs. Thousands)

Public Issue Rights Issue

Bonus Issue Private Placement

iii Position of Mobilisation and Deployment of funds (Amount in Rs. Thousands)

Total Liabilities Total Assets

Sources of Funds

Paid-up Capital Reserves &

Surplus

Secured Loans Unsecured Loans

Deferred Tax Liability

Application of Funds

Net Fixed Assets Investments

Net Current Assets Misc. Expenditure

Accumulated Losses

iv Performance of the Company (Amount in Rs. Thousands)

Turnover Total

Expenditure

+ - + -

Profit /Loss Profit

before tax /Loss after tax

Earning per Share in Rs. Dividend Rate %

v Generic Names of Three Principal Products / Services of Company [as per monetary terms]

Item Code No. [HS Code]

Product Description


Product Description


Product Description

1 2 0 2 8

3 1 0 0 3 0 2 0 0 9

N I L

N I L

N I L

N I L

1 3 1 9 2 1 8 1 3 1 9 2 1 8

1 1 5 5 0 0 6 4 7 2 7 8

1 1

5 2 9 1 8 5 N I L

2 7 2 5 5

3 9 6 6 9 6 1 2 5 0 1 0

7 9 7 5 1 2 N I L

N I L

1 5 3 2 6 0 7 1 4 2 9 3 2 3

1 0 3 2 8 4 6 5 7 5 0

5 . 6 9 2 0

8 4 8 2 2 1 0

8 4 8 2 2 5 0

8 4 8 2 0 2 0

B A L L A B E A R I N G S

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

T A P E R A R O L L E R A B E A R I N G S

38


ABC BEARINGS LIMITED

Regd. Office: 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli, Mumbai – 400 018.

ATTENDANCE SLIP

To be handed over at the entrance of the meeting hall

Full Name of the Member attending____________________________________________________________________________________

Full Name of the First Joint holder _____________________________________________________________________________________

(To be filled in if first named joint-holder does not attend the meeting)

Name of Proxy_____________________________________________________________________________________________________

(To be filled in if Proxy Form has been duly deposited with the Company)

I hereby record my presence at the FORTY-EIGHTH ANNUAL GENERAL MEETING of the Company held on Tuesday, the 21st

July, 2009 at 4.00 p.m. at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400 018.

Regd. Folio/ID No.________________________________

No. of Shares held _______________________________

___________________________

Member’s/Proxy’s signature(to be signed at the time of

handing over this slip)(Please cut here)

ABC BEARINGS LIMITED

Regd. Office: 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli, Mumbai – 400 018.

PROXY FORM

I/We_______________________________________________________________________________________________________________

of_________________________________________in the district of___________________________________________________________

_________________________________________________________________ being member(s) of the above named company, hereby

appoint_________________________________________________________________________________________________________________________

of _______________________________________ in the district of ____________________________________________________________

or failing him________________________________________________________________________________________________________

of ________________________________________ in the district of___________________________________________________________

as my/our proxy and to vote for me/us on my/our behalf at the FORTY-EIGHTH ANNUAL GENERAL MEETING of the Company

to be held on Tuesday, the 21st July, 2009 at 4.00 p.m. at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli,Mumbai – 400 018 or any adjournment thereof.

Signed this_____________________________________ day of_____________________________________ 2009.

Regd. Folio/ID No._____________________________

No. of Shares held____________________________

The Companies Act, 1956 lays down that an instrument appointing a proxy shall be deposited at the Registered Office of theCompany not less than 48 hours before the time for holding the meeting.

Please affix

15 Paisa

Revenue

Stamp

board of directors c.e.o. company … · · 2016-04-16the board of directors to alter and vary...

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