Bimetal Bearings Ltd

CIN: L29130TN1961PLC004466

REPORT OF DIRECTORS

Your Directors have pleasure in presenting the Sixty Second Annual Report covering the operations for the year ended 31st March 2023 together with the accounts and Auditors' Report thereon.

The business sentiment continued to be good during the rst half of the year despite the challenges faced by vehicle manufacturers for the availability of semi-conductor products. The second half of the year had a at performance with certain segments recording negative growth as compared to the rst half of the year.

All segments did well albeit conditioned by the availability of critical components and on an annual basis the automotive industry recorded a better growth from the previous year. The market recorded good growth as compared the previous year with Passenger vehicles growing at 26%, M&HCV at 35%, LCV at 23 % and two wheelers at 9.19%. The overall growth for the Company was 16.44 % as compared to previous year. The product growth has been in line with the Industry growth and recorded a growth of 34%. The industry had migrated to BS VI standard and the Company has solutions to suit the requirements which resulted in the increase in product sales for the year.

Your Directors recommend a dividend of Rs.12.50 per share (previous year: Rs.8/- per share) amounting to Rs.4,78,12,500/- on the paid up capital for the financial year ended 31st March 2023.

Your Directors have not recommended any transfer to the General Reserve for the year ended 31st March 2023 and hence the General Reserve remains at Rs.14,553.81 Lakhs.

Pursuant to the provisions of Section 125(2) of the Companies Act, 2013, the Company has transferred the unclaimed dividend amounts referable to the year ended 31st March 2015 to the credit of the Investor Education and Protection Fund (IEPF) during the year under review well before their respective due dates. The shares on which dividend / corporate action remained unclaimed for a period of seven years were also transferred to the designated account of the IEPF.

Details of Joint Venture: M/s.BBL Daido Private Limited, a Joint Venture Company with M/s.Daido Metal Company Ltd., Japan has achieved a turn-over of Rs.15,014.65 Lakhs and earned a pro t of Rs.1,965.29 Lakhs and Rs.1,444.30 Lakhs before and after taxes respectively for the year 2022-2023 as against a turnover of Rs.11,496.09 Lakhs and a pro t before and after tax of Rs.497.97 Lakhs and Rs.366.58 Lakhs respectively for the previous year 2021-2022. The Investments made by the Company in the Joint Venture Company have been giving satisfactory returns.

Details of Subsidiaries / Associate Company: Your Company is not having any subsidiary and hence the disclosure regarding the same will not arise. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's Joint Venture in Form AOC-1 is attached as Annexure - H to this report.

The consolidated financial statements of your Company for the financial year 2022-2023 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The consolidated financial statements of your Company take into account the financial statement prepared by the management of M/s.BBL Daido (P) Limited, a Joint Venture Company.

The Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies under the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and its subsequent amendments.

Changes in Directors and Key Managerial Personnel: Mr.A.Krishnamoorthy, Chairman, whose term as Managing Director came to an end on 31st March, 2023 and he continued as a Director in the Company. At the board meeting held on 20th May 2023, he was appointed as the Chairman of the Company.

Dr.Sandhya Shekhar vacated the of ce of the Director on completion of her second term as an Independent Director on 13th November 2022. The Board wishes to place on record the contribution made by Dr.Sandhya Shekhar who has been associated with the Company since November 2014.

Mrs.Rashmi Hemant Urdhwareshe was appointed as an Additional Director by the Board of Directors at their meeting held on 9th January 2023. Subsequently in the same meeting, she was appointed as an Independent Director of the Company for a period of 3 years from 9th January 2023. Further the necessary approvals from the share-holders were obtained through the postal ballot route on 18th March 2023 in connection with the appointment of Mrs.Rashmi Hemant Urdhwareshe as an Independent Director.

Retirement by Rotation: Mr.A.Krishnamoorthy, Chairman is retiring at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Independent Directors: All the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (LODR) Regulations, 2015 and there is no change in their status of Independence. Further the disclosures as stipulated under Section 178(3) and other applicable provisions of the Companies Act, 2013 are placed in the Company's website and the necessary disclosures are made in the Corporate Governance Section. In the opinion of the Board, the independent director appointed during the year carries the requisite integrity, expertise, experience and pro ciency.

Board Evaluation:

The annual evaluation process of the Board, its committees and individual Directors for the financial year 2022 - 2023 was conducted as per the provisions of the Companies Act, 2013 and the Listing Regulations. In order to maintain a high level of con dentiality, the process was carried out without the participation of the concerned Directors / Members. The Board has undergone a formal review which comprised Board effectiveness and allied subjects. The Board also reviewed the workings of the various committees and sub-committees. Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 13th February 2023 considered / evaluated the Board's performance, Committees and performance of the Chairman and other Non-independent Directors.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining quali cations, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available in the web-link www.bimite.co.in/investors/policies.

During the year ended 31st March 2023, Five (5) meetings of the Board of Directors were held. The details of the meetings, composition of the Board, its committees and the attendance by the Directors are furnished in the Corporate Governance Report which is attached as Annexure-B to this Report.

M/s.Fraser & Ross, Chartered Accountants (Firm Regn. No.:000829S) were appointed as Statutory Auditors of your Company at the 56th Annual General Meeting held on 21st July 2017 for a term of ve consecutive years. Further as per the provisions of Section 139 of the Companies Act, 2013, they were reappointed for a further period of ve years and their 2nd term of ve years will end at the conclusion of 66th Annual General Meeting to be held in the year 2027. The Auditors' Report for the financial year 2022-23 does not contain any quali cation, reservation or adverse remark and the same is attached with the annual financial statements

The Board of Directors had appointed M/s.C.S.Hanumantha Rao & Co., (Regn. No.: 000216) as Cost Auditors for the financial year 2023-2024 to carry out the cost audit of the products manufactured by the Company. Your Company is maintaining cost records as speci ed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. The remuneration payable to the Cost Auditors for the year 2023-2024 is being placed for the approval of the shareholders. The Cost Audit report for the financial year 2021-2022 was led in the MCA Website on 14th October 2022.

M/s.Gopalaiyer & Subramanian, Chartered Accountants, Coimbatore are the Internal Auditors of the Company for the year 2023-2024.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has engaged the services of M/s.KSR & Co Company Secretaries LLP to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2023. The Secretarial Audit Report is attached as Annexure-E to this Report. The Secretarial Audit Report does not contain any quali cation, reservation or other remarks.

In accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the required policies and the policies wherever mandated, are uploaded on the Company's website, under the web-link http:www.bimite.co.in/policies. Further details of policies are also furnished in the Corporate Governance report attached as Annexure -B to this report.

There were no changes in the nature of the business and commitments affecting the financial position during the year under review. There were no signi cant orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and having regard to the provisions of Section 136(1) read with and its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Of ce of the Company during working hours and any member if interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost. Further a comparative analysis of remuneration paid to Directors and employees with the Company's performance is given as Annexure - G to this Report.

Copy of the Annual Return in the prescribed form is available on the Company's website at www.bimite.co.in under the link https://bimite.co.in/download/ annualreport/annualreturn-fy-2022-23.pdf in terms of the requirements of Section 134(3) (a) of the Act, read with the Companies (Accounts) Rules, 2014.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:

The Company has not either given / taken any loans, guarantees under Section 186 of the Companies Act, 2013. The details of Investments are available in the Accounts.

Related Party Transactions:

All transactions entered by the Company with the Related Parties were in the ordinary course of business and at arm's length pricing basis. The Audit Committee granted prior approval for the transactions and the same are being reviewed by the Audit Committee and the Board of Directors at regular intervals. There were no materially signi cant transactions with related parties during the financial year 2022-2023. The details of the transactions with the related parties are given in Note No. 37 of the financial statements.

Your Company is proposing to pass an ordinary resolution for getting the approval of the shareholders in respect of the transactions to be maintained with M/s. BBL Daido Private Limited for the Fifinancial Year 2023 - 2024 as they have become material related party transactions.

The Company has constituted a Risk Management Committee. The Committee takes care of the external and internal risks associated with the Company. The Board of Directors oversees the Risk Management process including risk identi cation, impact assessment, effective implementation of the mitigation plans and risk reporting.

Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure-D to this Report.

Your Company continues to focus on Research and Development activities with speci c reference to fuel ef ciency, vehicle performance and study of Tribology of our products. The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-A to this Report.

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in SEBI (LODR) Regulations, 2015. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure-B to this Report. The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to the provisions of SEBI (LODR) Regulations, 2015 and have certi ed the compliance, as required under SEBI (LODR) Regulations, 2015. The Certi cate in this regard is attached as Annexure-C to this Report.

Internal Complaints Committee:

The Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place to protect women employees and enable them to report sexual harassment at the work place. No complaints were received from any employee during the year ended 31st March 2023.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility and an amount of Rs.9.00 Lakhs was spent towards Corporate Social Responsibility obligations for the year ended 31st March 2023. The Annual Report on CSR activities and expenditure, as required under sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, are provided as Annexure F to this Report. The CSR Policy is also available on the website of the Company.

Vigil Mechanism:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby af rms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The relevant details are available at https://bimite.co.in/download/investors/7_policies/7c_vigil_mechanism_policy.pdf

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013 in the preparation of financial statements for the year ended 31st March 2023 and state that:

a. in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b. the Directors had selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Pro t of the Company for that period.

c. the Directors had taken proper and suf cient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors had prepared the annual accounts on a going concern basis.

e. the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are operating effectively.

Other Statutory Statements: a. The Auditors of the Company have not reported any fraud as speci ed under Section 143(12) of the Companies Act, 2013. b. Secretarial Standards - The Company has complied with the applicable Secretarial Standards as amended from time to time.

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Bankers, Customers, Dealers, Suppliers, Share-holders and also the valuable support received from M/s.Daido Metal Company, Japan. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board

Chennai Chairman 20th May 2023

(DIN 00001778)