NRB Bearings Ltd. — AGM Information 2020

Aug 24, 2020

August 24, 2020

BSE Limited Corporate Relationship Department 1stFloor, P.J. Towers, Dalal Street Mumbai 400 001	National Stock Exchange of India Limited Listing Department-Corporate Services Exchange Plaza, 5thFloor, Plot No. C/1 Bandra Kurla Complex Bandra East, Mumbai 400051

Code No. 530367/ NRBBEARING

Sub: Notice of the 55[th] Annual General Meeting and Annual Report for FY 2019-20

Dear Sir/Madam,

This is to inform you that the 55[th] Annual General Meeting (AGM) of NRB Bearings Limited is scheduled to be held on Tuesday, September 15, 2020 at 3:00 p.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

Pursuant to Regulation 34(1) and Regulation 30(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith a copy of the Annual Report for FY 2019-20, including the Notice of the 55[th] AGM of the Company, which is being sent through electronic modes to the Members whose e-mail IDs are available with the Company.

The Annual Report is also available on the website of the Company at www.nrbbearings.com.

The Notice of the AGM of the Company inter alia provides the process and manner of remote e-voting / e-voting at the AGM and the instructions for participation at the AGM through VC/OAVM.

We request you to kindly take the same on record.

Thanking You,

Sincerely, For NRB Bearings Limited

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Shruti Joshi Company Secretary

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NOTICE

The Members, NRB BEARINGS LIMITED

NOTICE is hereby given that the fifty-fifth Annual General Meeting of the members of NRB Bearings Limited will be held on Tuesday, September 15, 2020 at 3.00 p.m. The Annual General Meeting shall be held by means of Video Conferencing (“VC”) /Other Audio Visual Means (“OAVM”) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2020 and the Audited Consolidated Financial Statements for the financial year ended March 31, 2020, together with the reports of the Board of Directors and the Auditors thereon.

2. To confirm the Interim Dividend paid by the Company, as final dividend for the year ended March 31, 2020.

3. To appoint a director in place of Mr. D.S. Sahney (DIN 00003956) who retires by rotation and being eligible has offered himself for re-appointment.

SPECIAL BUSINESS

1. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, including any statutory modification or re-enactment thereof for the time being in force (hereinafter referred to as the Act), the remuneration of Rs. 98,000/- (Rupees Ninety Eight Thousand only) to M/s Nanabhoy and Co., Cost Accountants (Firm Registration No. 7464) duly approved by the Board of Directors upon recommendation of the Audit Committee for conducting the audit of the cost records of the Company for the financial year ending on March 31, 2021, be and is hereby ratified and confirmed.”

1. To consider and if though fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 197, 198 and other applicable provisions of the Companies Act, 2013 read with rules framed thereunder, including any statutory modification or re-enactment thereof, for the time being in force (hereinafter referred to as “the Act”) and Regulation 17 (6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and subject to all approvals, permissions and sanctions as may be necessary, the approval of the Company be and is hereby accorded for payment of remuneration/ commission to the Director(s) of the Company who is/are neither in whole-time employment of the Company nor managing director(s)/whole-time director(s), including Independent Directors in such manner and up to such extent as the Board of Directors of the Company (“the Board” which expression shall also include a committee thereof for the time being exercising the powers conferred on the Board by this resolution) may so determine from time to time upon recommendation of the Nomination and Remuneration Committee, but not exceeding 1 (one) per cent of the net profits of the Company calculated pursuant to Section 198 of the Act.

RESOLVED FURTHER THAT the above remuneration/commission shall be in addition to the fees payable to the Directors for attending the meetings of the Board or any Committee thereof or for any other purpose whatsoever, as may be decided by the Board and reimbursement of expenses for participation in the Board or any other meetings.

RESOLVED FURTHER THAT for the purpose of giving effect to the said resolution, the Board be and is hereby authorized to take all such actions and do all such things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question or doubt that may arise in this regard.”

1. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any applicable rules framed thereunder, including any statutory modification or re-enactment thereof, for the time being in force (hereinafter referred to as “the Act”) and the Articles of Association of the Company and subject to all approvals, permissions and sanctions as may be necessary, approval of the Company be and is hereby accorded to the appointment of Mr. Satish Rangani (DIN 00209069) as whole-time director designated as Executive Director of the Company, for a period of one (1) year from January 24, 2020 to January 23, 2021 on the terms and conditions contained in the Agreement dated January 24, 2020 entered between the Company and Mr. Satish Rangani, and submitted to this meeting(which Agreement is also hereby ratified and approved) with liberty to the Board of Directors (the “Board” which expression shall include any Committee thereof for the time being exercising the powers conferred on the Board by this resolution), to alter and vary the terms and conditions of the appointment including remuneration within the overall limit of Rs. 1,50,00,000/- (Rupees One crore fifty lakhs only) as it may deem fit subject to the same not exceeding the limits specified in Section 197 read with Schedule V of the Act in case the Company has adequate profits.

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RESOLVED FURTHER THAT pursuant to Section 196(3) of the Companies Act, 2013 (“Act”) read with Part-I of Schedule V, approval of the Company be and is hereby accorded for the appointment of Mr. Satish Rangani (DIN 00209069) as wholetime director, who has attained the age of 70 years on the date of his appointment.

RESOLVED FURTHER THAT the remuneration approved by the Board upon the recommendation of the Nomination and Remuneration Committee for any financial year be paid as the minimum remuneration pursuant to Section II of Part II of Schedule V in case the Company has no profits or its profits are not adequate during any financial year and approval is also hereby accorded for the payment of such remuneration as minimum remuneration, though the same exceeds 5 (five) per cent of the net profits calculated as per section 198 of the Act and the Board be and is hereby authorized to approach the relevant authorities and obtain the necessary approvals as and when necessary.

RESOLVED FURTHER THAT for the purpose of giving effect to the said resolution, the Board be and is hereby authorized to take all such actions and do all such things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question or doubt that may arise in this regard.”

1. To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any applicable rules framed thereunder, including any statutory modification or re-enactment thereof, for the time being in force (hereinafter referred to as “the Act”) and the Articles of Association of the Company and subject to all approvals, permissions and sanctions as may be necessary, approval of the Company be and is hereby accorded to the appointment of Ms .Harshbeena Zaveri (DIN 00003948) as Managing Director of the Company for a period of 5 (five) years with effect from October 1, 2020 on the terms and conditions contained in the Agreement dated June 28, 2020 and submitted to this meeting (which Agreement is also hereby ratified and approved) entered between the Company and Ms. Harshbeena Zaveri with liberty to the Board of Directors (the “Board” which expression shall include any committee thereof for the time being exercising the powers conferred on the Board by this resolution), to alter and vary the following terms and conditions of the appointment including remuneration as it may deem fit subject to the same not exceeding the limits specified in Section 197 read with Schedule V of the Act in case the Company has adequate profits.

• A. Ms. Harshbeena Zaveri, as Managing Director shall carry out duties as may be entrusted to her subject to the supervision and control of the Board of Directors.

• B. Basic and Allowances together:

• Up to Rs. 4,36,74,000/- per annum payable as per the rules of the Company.

Annual increments effective 1st April each year will be decided by the Nomination and Remuneration Committee/Board and will be merit based and take into account the Company’s performance.

• C. Perquisites:

In addition to the basic salary the perquisites noted below will also be payable, if applicable;

Housing: Rent free unfurnished accommodation to be provided upon request of Managing Director, either owned or rented by the Company,charged subject to a ceiling of 60% of the monthly basic salary.

In case no accommodation is provided by the Company house rent allowance subject to a ceiling of 60% of the monthly basic salary will be paid.

The Company will provide gas, electricity, water and furnishings for the Managing Director’s accommodation which shall be valued as per the Income Tax rules 1962.

Leave travel assistance: For self and family every year in accordance with Company policy.

Club Fees: Reimbursement of membership fees for club(s).

Reimbursement of Medical Expenses: Reimbursement of all medical expenses for self, spouse and dependent children/ parents.

Medical/Accident Insurance: As per rules of the Company

Personal Accident Insurance: As per rules of the Company

Provision of car with driver and telephone(s) at residence will not be considered as perquisites.

• D. Contribution to Provident Fund will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable, under the Income-Tax Act. Gratuity payable will not exceed half a month’s salary for each completed year of service.

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• E. Any other perquisites as per applicable Company policy and/or which may become applicable in the future and/or any other perquisites as the Nomination and Remuneration Committee/Board may decide from time to time.

Annual increments under each of the head of remuneration effective 1st April each year and inter-changeability amongst the heads of remuneration, will be decided by the Nomination and Remuneration Committee/Board and will be merit based and take into account the Company’s performance.

• F. Commission:

Such remuneration by way of Commission at the rate of 1% of the net profits for each financial year not exceeding of Rs. 1,25,00,000/- per annum for each financial year. Annual increment effective 1st April each year will be decided by the Nomination and Remuneration Committee/Board and will be merit based and take into account the Company’s performance.

RESOLVED FURTHER THAT approval of the Company be and is hereby also accorded for ratification of the excess remuneration paid to Ms. Harshbeena Zaveri, Managing Director and waiver of recovery of the excess remuneration paid for the financial year ended March 31, 2020 in excess of the limits prescribed under Section 197 of the Act.

RESOLVED FURTHER THAT the remuneration approved by the Board upon the recommendation of the Nomination and Remuneration Committee for any financial year be paid as the minimum remuneration pursuant to Section II of Part II of Schedule V in case the Company has no profits or its profits are not adequate during any financial year and approval is also hereby accorded for the payment of such remuneration as minimum remuneration, though the same exceeds 5 (five) per cent of the net profits calculated as per section 198 of the Act and the Board be and is hereby authorized to approach the relevant authorities and obtain the necessary approvals as and when necessary.

RESOLVED FURTHER THAT for the purpose of giving effect to the said resolution, the Board be and is hereby authorized to take all such actions and do all such things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question or doubt that may arise in this regard.”

1. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution :

“RESOLVED THAT further to the approval of the members vide a Special Resolution and subject to Section 197 the Companies Act, 2013 and the rules framed thereunder, including any statutory modification or re-enactment thereof for the time being in force (hereinafter referred to as “the Act”) and subject to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to any approvals or permissions as may be required, approval be and is hereby accorded for the payment of annual remuneration to Ms. Harshbeena Zaveri, Vice Chairman & Managing Director of the Company, (DIN 00003948)who is a part of the Promoter group, exceeding Rs. 5,00,00,000/- (Rupees Five crores only) or 2.5% of the net profits of the Company, whichever is higher, for every financial year for a period of 5 (five) consecutive years with effect from October 1, 2020.

RESOLVED FURTHER THAT the Board of Directors (“the Board” which expression shall also include a Committee thereof for the time being exercising the powers of the Board) be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary proper or desirable and to settle any questions or doubts that may arise in this regard.”

By Order of the Board

Place: Mumbai Date : June 28, 2020

Shruti Joshi Company Secretary Membership No. A19112

Notes

1. A statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) setting out all material facts relating to the relevant resolutions of this Notice is annexed herewith and the same should be taken as part of this Notice.

2. The Register of Members of the Company and Transfer Books thereof will be closed from Wednesday, September 9, 2020 to Tuesday, September 15, 2020 (both days inclusive).

3. The shareholders whose names appear in the Register of Members after giving effect to all valid share transfers lodged with the Company on or before Tuesday, September 8, 2020 shall be entitled to participate in remote e-voting / e-voting at the AGM.

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1. Members are requested to lodge change of address communication, mandates (if any) and are requested to register their email ids with the Company’s Registrar and Share Transfer Agents (RTA) Universal Capital Securities Private Limited, situated at 21, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai 400 093 or email at info@unisec.in.

2. The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the bank account details furnished by the depositories for depositing dividend through National Electronic Clearing Service (NECS) to investors wherever NECS and bank details are available. In the absence of NECS facilities, the Company will print the bank account details if available, on the payment instrument for distribution of dividend. SEBI has also mandated the submission of PAN by every participant in the securities market. Members holding shares in electronic form are requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company.

3. The Company has transferred on due dates, the unpaid/unclaimed Final dividends (interim and final) for the financial year ended March 31, 2012 to the Investor Education and Protection Fund (IEPF). The Company has uploaded such details as on August 9, 2019 (date of last AGM) on the website of the Company.

4. Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, during financial year 2019-20, transferred to the IEPF Authority all shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the website www.nrbbearings.com . The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

5. Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from them. Concerned members/investors are advised to visit the weblink: http://iepf.gov.in/IEPFA/refund.html or contact the RTA for lodging claim for refund of shares and / or dividend from the IEPF Authority.

6. SEBI has decided that securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form.

7. E-voting facility to all members has been provided through the e-voting platform of Central Depository Services (India) Limited. (CDSL) and the Company has appointed Mr. Upendra Shukla, practicing Company Secretary, (Membership No.: FCS 2727) as Scrutinizer for the e-voting process. Instructions and manner of the process have been detailed in the paragraph below. The Scrutinizer will make a report to the Chairman of the Company, of the votes cast in favour and against and the results on the resolutions along with the scrutinizer’s report will be available on the website of the Company within 48 hours of the same being passed.

8. In accordance with the General Circular No. 20/2020 dated May 5, 2020, read with circulars dated April 8, 2020 and April 13, 2020 issued by the Ministry of Corporate Affairs (MCA) and in accordance with Circular dated May 12, 2020 issued by SEBI, providing relaxations to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, electronic copies of the Annual Report and this Notice inter alia indicating the process and manner of e-voting along with instructions to attend the AGM through video conferencing / Other audio visual means are being sent by email to those Members whose email addresses have been made available to the RTA/ Depository Participants. For members who have not registered their email addresses, kindly send an email at 55thagm@nrbbearings.co.in as copies of this Notice as well as the other documents will not be sent to them in physical mode and will be sent only by email, in view of the applicable circulars and the covid-19 pandemic.

Members who have not updated their latest email addresses in the records of their depository participants or to the RTA are requested to complete the same at the earliest. The Notice and documents will be sent by email only to those Members who have registered their email addresses.

The Company is pleased to provide two-way facility of video conferencing (VC)/other audio visual means (OAVM) of the AGM on September 15, 2020 from 3.00 p.m. onwards. The Members are requested to log on the e-voting website, to access the weblink, in order to join the proceedings of the AGM.

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 8, 2020, April 13, 2020 and May 5, 2020 the Company

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is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with CDSL for facilitating voting through electronic means, as the authorized e-voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

2. Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

4. Pursuant to MCA Circular No. 14/2020 dated April 8, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

5. In line with the MCA Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.nrbbearings.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

6. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

1. The voting period begins on Saturday, September 12, 2020 at 9:00 a.m. (IST) and ends on Monday, September 14, 2020 at 5:00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Tuesday, September 8,2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Electronic Voting Sequence Number (EVSN) : 200821028

1. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

2. The shareholders should log on to the e-voting website www.evotingindia.com.

3. Click on “Shareholders” module.

4. Now enter your User ID

For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

OR

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

1. Next enter the Image Verification as displayed and Click on Login.

2. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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1. If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details feld as mentioned in instruction (v).

1. After entering these details appropriately, click on “SUBMIT” tab.

2. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

3. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

4. Click on the EVSN for the relevant on which you choose to vote.

5. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

6. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

7. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

8. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

9. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

10. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

11. Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

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1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

2. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

4. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at 55thagm@nrbbearings.co.in. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at 55thagm@nrbbearings.co.in. These queries will be replied to by the company suitably by email.

5. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM/EGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

Note for Non – Individual Shareholders and Custodians

1. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the “Corporates” module.

2. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com.

3. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

4. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

5. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

6. Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; 55thagm@nrbbearings.co.in (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM and e-voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call on 022-23058542/43.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item No. 4:

The Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, mandate the audit of the cost accounting records of the Company in respect of its products. Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on June 28, 2020, appointed M/s Nanabhoy & Co, Cost Accountants (Firm Registration No: 7464) as the Cost Auditor of the Company for the financial year ending March 31, 2021 at a remuneration of Rs. 98,000/- (Rupees Ninety Eight Thousand only), excluding taxes and reimbursement of out of pocket expenses. M/s Nanabhoy & Co., have vide their letter dated June 6, 2020 confirmed their eligibility and granted consent to act as the Cost Auditors of the Company for the financial year 2020-21. Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration to be paid to the Cost Auditors of the Company.

Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No. 4 of the Notice.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out in Item No. 4 of the Notice.

The Board recommends the Resolution under Item No. 4 of the Notice for approval of the Members as an Ordinary Resolution.

Item No. : 5

As per Section 197 of the Companies Act, 2013 (the Act), the remuneration payable to directors who are neither managing director(s) or whole time director(s) shall not exceed 1% of the net profits calculated as per Section 198 of the Act (where the company has a managing director or whole-time director). However, such limits can be increased by the approval of the members vide a special resolution passed in that effect.

With the recent changes in regulatory landscape, the involvement and participation of the non-executive directors has increased greatly. The non-executive directors bring with them significant professional expertise and rich experience across a wide spectrum of functional areas. In order to bring the remuneration of the non-executive directors in line with and commensurate with the time devoted and the contribution made by them, the Board of Directors (“the Board”) at their meeting held on June 24, 2020, have recommended subject to the approval of the members, payment of remuneration to the non-executive directors at not exceeding 1 (one) per cent of the net profits of the Company calculated as per Section 198 of the Act. The remuneration will be distributed amongst all or some of the non-executive directors as per the criterion decided by the Nomination and Remuneration Committee or the Board.

Accordingly, it is proposed to pay remuneration to the non-executive directors including Independent Directors not exceeding 1 (one) per cent of the net profits calculated as per Section 198 of the Act.

The Board recommends the Special Resolution set out in Item no. 5 of the Notice. All the non-executive directors, including independent directors of the Company and their relatives are concerned or interested in the resolution at Item No. 5, to the extent of the remuneration that may be received by each of them.

Item No. 6:

The term of Mr. Satish Rangani, (DIN 00209069) as a whole-time director, designated as Executive Director expired on January 23, 2020. The Board of Directors (“Board”) at its meeting held on October 25, 2019, approved the appointment of Mr. Rangani as whole-time director designated as Executive Director for a period of 1 (one) year with effect from January 24, 2020.

Section 196(3) of the Companies Act, 2013 (“Act”) read with Part-I of Schedule V provides that no company shall appoint or continue the employment of any person as managing director, whole-time director or manager who has attained the age of 70 (seventy) years unless it is approved by the Members as a Special Resolution. Mr. Satish Rangani has attained the age of 70 years on the date of his appointment, hence, the resolution for obtaining approval of Members for the appointment of Mr. Rangani as whole-time director designated as Executive Director is proposed as a Special Resolution on the terms and conditions contained in the Agreement dated January 24, 2020, with liberty to the Board to alter and vary the terms and conditions including remuneration, subject to the same not exceeding the limits specified under Section 197 and Schedule V of the Act. The Board upon recommendation of the Nomination and Remuneration Committee has approved an overall maximum remuneration up to Rs. 1,50,00,000/- (Rupees One crore fifty lakhs only) for Mr. Rangani for his current term of 1 (one) year with effect from January 24, 2020.

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Mr. Satish Rangani, (DIN: 00209069), age 71 years (Date of Birth: 13/11/1948), is a qualified Company Secretary and a member of the Institute of Company Secretaries of India. He has completed Masters in Management Studies from Jamnalal Bajaj Institute of Management Studies, after completion of the Bachelors of Commerce degree from the University of Mumbai. He has been associated with the Company since the year 1993 and has extensive experience and expertise in the areas of finance, strategy, legal and compliance. His expertise also includes execution of projects across a wide range of industries. Mr. Rangani has been associated with the Company since February 22, 1993, a rich experience of more than 27 (twenty seven) years and has been a member of the Board since October 31, 2012.

Mr. Rangani, serves as a non-executive director on the board of SNL Bearings Limited, a subsidiary of the Company and is a member of the Stakeholders Relationship Committee and Corporate Social Responsibility Committee of SNL Bearings Limited. Mr. Rangani also serves as a Director of NRB Bearings (Thailand) Limited, a wholly owned subsidiary of the Company. Mr. Rangani is not related to any other director or key managerial personnel of the Company and holds 9,000 equity shares (0.01%) in the Company. During the current financial year Mr. Rangani has attended all the 4 (four) Board meetings.

Justification for appointment even after attainment of age of 70 (seventy) years:

Keeping in view the current expansion plans and future growth strategy of the Company the appointment of Mr. Rangani will be beneficial to the Company. In his current role as the Executive Director, Mr. Rangani is responsible for the legal and compliance functions of the Company, which in the current regulatory scenario require an experienced leader to lead the team. Mr. Rangani, with over 30 (thirty) years of experience in the legal and compliance field is an ideal person for the role. Mr. Rangani has also been with the Company for the past 27 (twenty seven) years and is well versed with the functioning, business and operations of the Company. Therefore, even though Mr. Rangani has attained the age of 70 years, he is considered a fit and an ideal person for the role for another period of 1 (one year).

Information pursuant to Section II of Part II of Schedule V of the Act:

• I. General Information:

• Nature of Industry: Automotive Components.

• Date or expected date of commencement of commercial production: June 30, 1965

• In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

• Financial performance based on given indicators:

(Rs. In Lakhs)

		(Rs. In Lakhs
Particulars	2019-20	2018-19
Revenue from operations	75,196	94,038
Net Proft after Tax	2,945	9,877

• Foreign investments or collaborations, if any: Nil at present

• II. Information about the appointee:

• Background details: Please refer to paragraph given above

• Past remuneration: For FY 2019-20 Salary and Perquisites Rs. 1,13,05,660/-

• Recognition or Awards: None

• Job Profile and his suitability: Please refer to paragraph given above

• Remuneration Proposed: Upto Rs. 150.00 lakhs per annum including variable pay as approved by the Board on the recommendation of the Nomination and Remuneration Committee

• Comparative remuneration profile with respect to industry, size of the company, profile of the position and person: The proposed remuneration (duly recommended by the Nomination and Remuneration Committee and approved by the Board) is in line with the trends in the industry and is befitting Mr. Rangani’s experience and competence.

• Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any: Except to the extent of employment relationship, no relationship exists between Mr. Rangani and the Company or any managerial personnel of the Company. Mr. Rangani holds 9,000 equity shares (0.01%) in the Company.

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III. Other Information:

• Reasons of loss or inadequate profits: Not Applicable

• Steps taken or proposed to be taken for improvement: Not Applicable

• Expected increase in productivity and profits in measurable terms: Not Applicable

IV. Disclosures:

• The disclosures on the remuneration package of each managerial personnel and details of all elements of remuneration package, service contracts and stock option details, forms a part of the Corporate Governance Report in the Annual Report for FY 2019-20 and shall form a part of the Corporate Governance Report in the Annual Report going forward.

• He is not debarred or disqualified from being appointed or continuing as Director of companies by SEBI / Ministry of Corporate Affairs or any such statutory authority.

The Board considers that his association with the Company as Executive Director will be beneficial and in the interest of the Company. The relevant documents relating to the appointment of Mr. Satish Rangani, as Executive Director are open for inspection by the members at the Registered Office of the Company at NRB Bearings Limited, Dhannur, 15, Sir P M Road, Fort, Mumbai 400 001 on all working days, during business hours up to the date of the Annual General Meeting.

The Board recommends passing of the resolution set out at Item No.7 of the accompanying notice as a Special Resolution. None of the directors and key managerial personnel and their relatives except Mr. Satish Rangani (being appointed), are interested in or concerned with the Special Resolution at Item No.7.

Item No. : 7 and 8

The term of Ms. Harshbeena Zaveri, (DIN 00003948) as a managing director, designated as Vice Chairman & Managing Director expires on September 30, 2020. The Board of Directors (“Board”) at its meeting held on June 24, 2020, approved the appointment of Ms. Zaveri as managing director designated as Vice Chairman & Managing Director for a period of 5 (five) years with effect from October 1, 2020.

Ms. Harshbeena Zaveri, (DIN: 00003948), age 60 years (Date of Birth: 01/03/1960), graduated with distinction and honors from Wellesley College, an institution renowned for developing women leaders. As on March 31, 2020, Ms. Zaveri holds 1,03,84,936 equity shares (10.71% of the equity share capital) in the Company. Ms. Zaveri, serves as the Chairman and Non-executive Director of SNL Bearings Limited and as an Independent (Woman) Director of National Peroxide Limited. She also serves as Director on the Boards of the following companies: Needle Roller Bearing Company Private Limited, Sant Sahney Private Limited, First Engineering Technologies Private Limited, The Council Of Eu Chambers Of Commerce in India, Automotive Component Manufacturers Association Of India, NRB Bearings (Thailand) Limited, NRB Bearings, USA INC, NRB Bearings Europe GmbH. Ms. Zaveri has been the Managing Director of the Company since October 1, 2010.

Ms. Harshbeena Zaveri is one of the early founders (and the only woman founder) of Ashoka University, India’s first liberal arts university. She graduated with freshman distinction and as a Wellesley Scholar (magna cum laude) with honors’ from Wellesley College. Under her leadership, NRB Bearings Limited (NRB) was selected as one of the Asia’s Best 200 companies under US $ 1 Billion in the year 2007. She joined NRB as a management trainee in 1987 and rose to become the President in 2001. Ms. Zaveri spearheaded NRB’s foray into design engineering and set up an R&D Centre, enabling NRB to become a supplier to the world’s foremost automotive and mobility companies including global leaders Volvo, Renault, Audi, Daimler, Honda, Mazda and Bosch.

She has been the recipient of many prestigious national and international business awards and was honoured by Economic Times as - “Most inspiring leaders of India”, “Most Promising Asian Business Leader” and recognised as one of the “Game Changers of India” She has been recognized as one of the “Most Powerful Women Leaders in India” by Fortune India since 2012, and by Business Today, Business World and India Today who have named her amongst the Most Powerful Women in Business.

Passionate about empowering youth through education, she devotes considerable time to this endeavour. An active member of the Wellesley Business Leadership Council. She is the Former President of The Ball & Roller Bearings Manufacturer’s Association, a Governing council member of Indo-French Chambers of Commerce, Indo-German Chambers of Commerce and Patron member of Indo-American Chambers of Commerce & Executive Committee Member of Western Regional Council and National Committees of the Confederation of Indian Industries.

Ms. Zaveri, is the sister of Mr. D. S.Sahney, Non-executive director of the Company and hence, related to him and is not related to any other director of the Company. She is not debarred or disqualified from being appointed or continuing as Director of companies by SEBI / Ministry of Corporate Affairs or any such statutory authority.

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Further, for the financial year 2019-20, the net profits calculated pursuant to Section 198 of the Act, are inadequate to pay the managerial remuneration to the Managing Director of the Company as per the remuneration approved by the shareholders at the time of the appointment, due to the overall slowdown in the economy and the negative growth in the industry and the Company which worsened in the second half of the financial year. Hence, for the financial year 2019-20, approval of the shareholders is sought for ratification of the excess remuneration paid to the managing director and the waiver of recovery from the Managing Director.

Information pursuant to Section II of Part II of Schedule V of the Act:

• I. General Information:

• Nature of Industry: Automotive Components.

• Date or expected date of commencement of commercial production: June 30, 1965

• In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

• Financial performance based on given indicators:

(Rs. In Lakhs)

		(Rs. In Lakhs)
Particulars	2019-20	2018-19
Revenue from operations	75,196	94,038
Net Proft after Tax	2,945	9,877

• Foreign investments or collaborations, if any: Nil at present

• II. Information about the appointee:

• Background details: Please refer to paragraph given above

• Past remuneration: For FY 2019-20 Salary and Perquisites Rs. 5,50,21,084/-

• Recognition or Awards: Ms. Zaveri has been the recipient of many prestigious national and international business awards and was honoured by Economic Times as - “Most inspiring leaders of India”, “Most Promising Asian Business Leader” and recognised as one of the “Game Changers of India” She has been recognized as one of the “Most Powerful Women Leaders in India” by Fortune India since 2012, and by Business Today, Business World and India Today who have named her amongst the Most Powerful Women in Business.

• Job Profile and suitability: Please refer to paragraph given above

• Remuneration Proposed:

• A. Basic and Allowances together:

Up to Rs. 4,36,74,000/- per annum payable as per the rules of the Company.

Annual increments effective 1st April each year will be decided by the Nomination and Remuneration Committee/Board and will be merit based and take into account the Company’s performance.

• B. Perquisites:

In addition to the basic salary the perquisites noted below will also be payable, if applicable;

Housing: Rent free unfurnished accommodation to be provided upon request of Managing Director, either owned or rented by the Company,charged subject to a ceiling of 60% of the monthly basic salary.

In case no accommodation is provided by the Company house rent allowance subject to a ceiling of 60% of the monthly basic salary will be paid.

The Company will provide gas, electricity, water and furnishings for the Managing Director’s accommodation which shall be valued as per the Income Tax rules 1962.

Leave travel assistance: For self and family every year in accordance with Company policy.

Club Fees: Reimbursement of membership fees for clubs.

Reimbursement of Medical Expenses: Reimbursement of all medical expenses for self, spouse and dependent children/ parents.

Medical/Accident Insurance: As per rules of the Company

Personal Accident Insurance: As per rules of the Company

Provision of car with driver and telephone(s) at residence will not be considered as perquisites.

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• C. Contribution to Provident Fund will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable, under the Income-Tax Act. Gratuity payable will not exceed half a month’s salary for each completed year of service.

• D. Any other perquisites as per applicable Company policy and/or which may become applicable in the future and/or any other perquisites as the Nomination and Remuneration Committee/Board may decide from time to time.

Annual increments under each of the head of remuneration effective 1st April each year and inter-changeability amongst the heads of remuneration, will be decided by the Nomination and Remuneration Committee/Board and will be merit based and take into account the Company’s performance.

• E. Commission:

Such remuneration by way of Commission at the rate of 1% of the net profits for each financial year not exceeding of Rs. 1,25,00,000/- per annum for each financial year. Annual increment effective 1st April each year will be decided by the Nomination and Remuneration Committee/Board and will be merit based and take into account the Company’s performance.

• Comparative remuneration profile with respect to industry, size of the company, profile of the position and person: The proposed remuneration (duly recommended by the Nomination and Remuneration Committee and approved by the Board) is in line with the trends in the industry and is befitting Ms. Harshbeena Zaveri’s experience and competence.

Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any: Except Ms.Harshbeena Zaveri and Mr. D. S. Sahney, none of the other Directors, key management personnel and their relatives are interested or concerned with the resolution. Ms. Harshbeena Zaveri holds 1,03,849,36 equity shares (10.71%) as on March 31, 2020 in the Company.

III. Other Information:

• Reasons of loss or inadequate profits: Not Applicable

• Steps taken or proposed to be taken for improvement: Not Applicable

• Expected increase in productivity and profits in measurable terms: Not Applicable

IV. Disclosures:

• The disclosures on the remuneration package of each managerial personnel and details of all elements of remuneration package, service contracts and stock option details, forms a part of the Corporate Governance Report in the Annual Report for FY 2019-20 and shall form a part of the Corporate Governance Report in the Annual Report going forward.

Pursuant to amendment to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, approval of the members vide special resolution shall be sought for any executive director who is a part of the promoter group and draws annual remuneration exceeding Rs. 5,00,00,000/- (Rupees Five crores only) or 2.5% of the net profits of the listed entity, calculated as per Section 198 of the Act whichever is higher, which shall be valid till the expiry of the term.

Since, Ms. Zaveri is a part of the promoter group, approval is sought for the payment of annual remuneration to Ms. Zaveri exceeding Rs, 5,00,00,000/- (Rupees Five crores only) or 2.5% of the net profits calculated as per Section 198 of the Act whichever is higher for every financial year for a period of 5 (five) years with effect from October 1, 2020.

The relevant documents relating to the appointment of Ms. Harshbeena Zaveri, as Vice Chairman & Managing Director are open for inspection by the members at the Registered Office of the Company at NRB Bearings Limited, Dhannur, 15, Sir P. M. Road, Fort, Mumbai 400 001 on all working days, during business hours up to the date of the Annual General Meeting.

The Board of Directors recommends the resolutions at Item No. 7 and 8 of the accompanying Notice as Special Resolutions. None of the Directors, Key Managerial Personnel of the Company or their relatives except Ms. Harshbeena Zaveri herself and Mr. D. S. Sahney, being related to Ms. Harshbeena Zaveri, are in any way, concerned or interested, financially or otherwise, in the Resolutions set out in Item No. 7 and 8 of the Notice.

As required by SEBI (Listing Obligation and Disclosure requirements) Regulation 2015 entered into with the Stock Exchanges, the statement below gives the relevant details of the Directors being appointed/ re-appointed under the accompanying notice.

Name of Director	Mr. D. S. Sahney	Mr. S. C. Rangani	Ms. Harshbeena Zaveri
DIN	00003956	00209069	00003948
Date of Birth	November 17, 1968	November 13, 1948	March 1, 1960

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Nationality	Indian	Indian	Indian
Date of appointment on Board	May 2001	October 2012	April 1994
Brief Resume and Expertise in specifc functional areas	Please refer below	Please refer Item No. 6 above	Please refer Item No. 7 and 8 above
Shareholding in Company as on March 31, 2020	8,50,089	9,000	1,03,84,936
List of Directorships held in other companies	NRB Industrial Bearings Limited	SNL Bearings Limited NRB Bearings (Thailand) Limited	SNL Bearings Limited National Peroxide Limited Needle Roller Bearing Company Private Limited Sant Sahney Private Limited First Engineering Technologies Private Limited The Council of Eu Chambers Of Commerce in India Automotive Component Manufacturers Association of India NRB Bearings (Thailand) Limited NRB Bearings, USA INC NRB Bearings Europe GmbH.
Memberships/ Chairmanships of Audit and Stakeholders Relationship Committees across public companies	NRB Industrial Bearings Limited- Audit Committee, Member	SNL Bearings Limited- Stakeholders Relationship Committee, Member Corporate Social Responsibility Committee, Member	SNL Bearings Limited-Stakeholders Relationship Committee, Member Corporate Social Responsibility Committee, Chairperson Audit Committee, Member Nomination and Remuneration Committee, Member
Disclosure of relationships with Directors inter se	Mr. Sahney is the brother of Ms. Harshbeena Zaveri	None	Ms. Zaveri is the sister of Mr. D. S. Sahney

Brief Resume and Expertise in specific functional areas for Mr. D.S. Sahney:

Mr. Devesh Singh Sahney, Non-executive Director of the Company is also the Executive Chairman and Managing Director of NRB Industrial Bearings Limited where he leads all aspects of the business from strategy to operations. Mr. Sahney holds a Bachelor’s Degree in Arts (Business Administration & Economics) from Richmond College, London. He also holds Master’s Degree in Business Administration from the Asian Institute of Management, Philippines and has completed Comprehensive Leadership Course, a Program for Management Development from Harvard Business School. After his Bachelors graduation from UK, Mr. Sahney worked with Larsen & Toubro (Bombay) (L&T), one of the largest and most renowned company in Indian private sector in the Finance department. He also worked with Credit Lyonnais, French Bank in Bombay in various departments. He also served as Vice Chairman on the Board of Schneeberger India (a joint venture with a Swiss corporation) and he was in charge of NRB Torrington (a joint venture with Torrington Bearing Company; a US based bearings manufacturing Multinational Company). Mr. Sahney is an active member of the Entrepreneurs Organisation’s Bombay Chapter since the year 2004 and the Young Presidents Organisation. He had won a Special Award for Leadership and gave the Valedictorian Speech during the graduation ceremony at Philippines.

By Order of the Board

Place: Mumbai Date : June 28, 2020

Shruti Joshi Company Secretary Membership No. A19112

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