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    Ca NITRATI 2017-18


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    THIRTY-FIRST ANNUAL REPORT TIMKEN INDIA LIMITED Board of Directors Registered Office (As on 21 May, 2018) CIN: L29130KA1996PLC048230 Chairman & Managing Director Mr. Sanjay Koul 39-42, Electronic City, Phase II, Hosur Road, Directors Mr. P. S. Dasgupta Bengaluru - 560 100 Mrs. Rupa Mahanty Tel. No. 080 - 41362000 Mr. Bushen Lal Raina Fax No. 080 - 41362010 Mr. Ajay K Das E-mail : soumitra.hazra@timken.com Mr. Avishrant Keshava Website: www.timken.com/en-in Committees of the Board (As on 21 May, 2018) Audit Committee Chairman Mr. P. S. Dasgupta Members Mr. Sanjay Koul Mrs. Rupa Mahanty Mr. Bushen Lal Raina Stakeholders Relationship Committee Chairperson Mrs. Rupa Mahanty Members Mr. Sanjay Koul Mr. Ajay K Das INDEX Nomination and Remuneration Committee Chairman’s Statement 2 Chairperson Mrs. Rupa Mahanty Board’s Report 3-8 Members Mr. P. S. Dasgupta Mr. Bushen Lal Raina Annexures to Board’s Report 9-53 Mr. Ajay K Das Independent Auditors’ Report 54-59 Balance Sheet 60 Corporate Social Responsibility Committee Chairman Mr. Sanjay Koul Statement of Profit & Loss 61 Members Mr. Bushen Lal Raina Statement of Changes in Equity 62 Mr. Avishrant Keshava Cash Flow Statement 63-64 Risk Management Committee Notes to Financial Statements 65-98 Chairman Mr. Sanjay Koul Five years at a Glance 99 Members Mr. Avishrant Keshava Mr. S. Sivaramakrishnan Graphs 100 1


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    TIMKEN INDIA LIMITED Chairman’s Statement Dear Shareholders, On behalf of the Board of Directors, it gives me great pleasure to share with you an update on the overall performance of Timken India Limited (’Timken’) in 2017-18. The year under review had a decent volume and profit growth, making steady progress in transforming Timken into more customer focused. Our total income grew by appx 13% primarily due to increase in domestic sales by appx 16%. We were able to achieve this as a result of the execution of our strategy, our long-term and consistent focus on solving our customers' most challenging friction management and mechanical power transmission problems. From an industry perspective, the Steel sector is expected to continue the growth chart and retain no. 2 position worldwide. Timken has been appointed to manage the Roll Shop CRM 2 for one of India's leading steel manufacturer, further enhancing our footprint in this industry. We are continuously adding more channel footprint to penetrate the General MRO (maintenance, repair and operations) market and address regional gaps with value added services to meet customer demands at doorstep. Further strengthening the 'Make-in-India' story, the newly built state-of-the-art advanced Rail facility at Jamshedpur is producing new lines for bearings and components, enhancing back-end supply chain capability and development of new sources. Timken has won many other accolades in the areas of manufacturing excellence, quality, sustainable supplier, best safety, green building certificate, among others, details of which are given in this Annual Report. For Timken, CSR is not a one-off project but constitutes a major part of our business philosophy. We have been associated with number of initiatives and have been able to demonstrate our commitment towards the sustainable development of our community. Cost, Quality and Delivery remains our key assets to deliver sustainable business and earnings growth, thereby creating long- term value for our shareholders. We will continue to work with our stakeholders to propel strong yet sustainable growth. Finally, I would like to thank our Associates for their consistent commitment, engagement and encouragement in our journey. We will continuously seek and strive to do good, act better, and do what is best for us and society at large. Sincerely, Sanjay Koul Chairman & Managing Director DIN: 05159352 2


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    THIRTY-FIRST ANNUAL REPORT Board’s Report To the Members, The Board of Directors has pleasure in presenting the Thirty-first Annual Report of the Company for the year ended 31 March, 2018. Financial Summary (Rs./Million) Particulars Financial Year ended Financial Year ended 31 March, 2018 31 March, 2017 Total Income 12726 11272 Less: Total Expenses (11329) (9890) Profit before tax 1397 1382 Less: Tax expenses (477) (410) Net Profit after tax (PAT) 920 972 Add: Other Comprehensive income 7 (11) Total comprehensive income 927 961 The attached financial statements for the year ended 31 March, 2018 have been prepared in accordance with Indian Accounting Standards (“Ind-AS”) consequent to the notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs. During the financial year under review, total income grew by appx.13%, primarily due to increase in domestic sales by appx. 16% and export sales by appx. 5%. Expenditure on the other hand registered an increase of appx. 14% due to volume increase and inflationary pressure. There is no reportable exceptional item for the financial year 2017-18. Finance The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Pending investment of such funds in growth opportunities, it was temporarily parked in debt based schemes offered by various mutual funds. Working capital was managed well. Value of inventory in absolute terms went up by appx. 31% mainly due to increased volume of operation. The average number of inventory days registered a marginal increase from 114 days as on 31 March, 2017 to 120 days as on 31 March, 2018. The average number of days outstanding for domestic receivables registered decrease from 61 days as on 31 March, 2017 to 54 days as on 31 March, 2018 and that of export increased from 78 days as on 31 March, 2017 to 81 days as on 31 March, 2018. Expansion Projects in Jamshedpur (Railway Bearing and TS capacity) became operational from August, 2017. The business of the Company has not undergone any change in the financial year under review. Merger of ABC Bearings Limited with the Company The Board of Directors of the Company at its meeting held on 4 July, 2017, approved a Scheme of Amalgamation and Arrangement between ABC Bearings Limited and Timken India Limited and their respective shareholders and creditors. Subsequently, pursuant to an Order of the National Company Law Tribunal ('NCLT'), Bengaluru Bench, meetings of the shareholders and creditors were held on 1 February, 2018. At the said meetings, the proposed Scheme was approved by the shareholders and creditors and thereafter the Company has received approval of NCLT, Bengaluru Bench. Post Balance Sheet event Except, what has been stated in this report, there is no other reportable event comprising material changes and commitment between the date of the financial year end and the date of this report affecting financial position of the Company. Dividend Your Directors are pleased to recommend a dividend of Re. 1 per equity share of Rs. 10/- each fully-paid (10%) for the year ended 31 March, 2018 out of the profits of the Company for the year 2017-18 as against a dividend of Re 1/- per equity share of Rs. 10/- each fully-paid (10%) for the previous financial year 2016-17, disbursed on 28 August, 2017 which was declared at the 30th Annual General 3


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    TIMKEN INDIA LIMITED Meeting (”AGM”) of the Company held on 9 August, 2017. The dividend recommended by your Directors is subject to approval of the shareholders at the forthcoming AGM and if approved will be paid to those shareholders or beneficial owners for dematerialized shares whose names will appear on the Register of Members of the Company or the list of beneficial owners to be provided by the depositories as at the close of business on 3 August, 2018. In terms of the relevant provisions of the Companies Act, 2013 (the “Act’), the unclaimed amount pertaining to interim dividend paid by the Company on 28 November, 2011, would be due for transfer to Investor Education and Protection Fund Account in January, 2019. Board Meetings Five Board Meetings were held during the financial year 2017-18. For details please refer Annexure - I. In addition to the above, one meeting of the Independent Directors was also held on 5 February, 2018 without participation of Non- Independent Directors and Senior Managerial Personnel. Directors and Key Managerial Personnel The Board at its Meeting held on 5 February, 2018 appointed Mr. Bushen Lal Raina (DIN: 00182160) as an Additional Director and Independent Director of the Company w.e.f. 5 February, 2018 to hold office till the date of ensuing AGM. In this connection, the Company is in receipt of a Notice from a shareholder proposing the candidature of Mr. Raina for appointment as an Independent Director of the Company at forthcoming AGM to hold office for a period of five years i.e. upto 4 February, 2023. In this connection, the Company has also received the following documents from Mr. Raina: a. Consent to act as Director in form DIR-2, b. Intimation in form DIR-8 and c. Declaration of Independence In terms of relevant provisions of law, the term of office of Mr. P S Dasgupta (DIN: 00012552) as an Independent Director will come to an end on 31 March, 2019. Based on recommendation of the Nomination and Remuneration Committee and outcome of performance evaluation, it is proposed to re-appoint him at the forthcoming AGM as an Independent Director of the Company for a further period of 5 years w.e.f. 1 April, 2019. In this connection, the Company is in receipt of a Notice from a shareholder proposing the candidature of Mr. Dasgupta for re-appointment as an Independent Director of the Company at forthcoming AGM to hold office for a further period of five years i.e. upto 31 March, 2024. In this connection, the Company has also received the following documents from Mr. Dasgupta: a. Consent to act as Director in form DIR-2, b. Intimation in form DIR-8 and c. Declaration of Independence Mr. Ajay K Das (DIN: 02697466), Director of the Company is liable to retire by rotation and being eligible, offers himself for re- appointment at the 31st AGM. During the year under review, Mr. Jai S Pathak (DIN: 00026416) resigned from the Directorship of the Company w.e.f. 10 November, 2017. The Board of Directors wishes to place on record its deep appreciation for the valuable contribution made by Mr. Pathak during his tenure as a Director of the Company. There has not been any change in the Key Managerial Personnel during the year under review. Annual Declarations from Independent Directors The Company has received necessary declaration from all Independent Directors of the Company confirming that each of them has met with the criteria of independence laid down in Section 149(6) of the Act and applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Audit Committee Meetings Five Meetings of the Audit Committee were held during the financial year 2017-18. For details, please refer Annexure - I. Recommendations of the Audit Committee to the Board of Directors During the financial year 2017-18, the Board of Directors of the Company accepted all the recommendations put forward to it by the Audit Committee of the Board. 4


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    THIRTY-FIRST ANNUAL REPORT Vigil Mechanism The Company has adopted a Whistle Blower Policy in terms of which the Directors and Associates of the Company have access to “The Timken Helpline”, a toll free phone number that any Associate can call, if he has any concern or question, which he is not willing to discuss face to face with his Supervisor, Manager or a member of the Human Resource Team or Senior Management. This Helpline is available around the clock, every day. No call tracing or recording devices are ever used and if the Associate so wishes, he may remain completely anonymous. In terms of the said Policy, Associates of the Company have also got direct access to the Chairman of the Audit Committee to report matters of exceptional nature. The Company follows the open door policy and adequate safeguards have been provided against victimization of the reporting Directors/Associates. The Whistle Blower Policy of the Company is disclosed on the Company's website - www.timken.com/en-in. Nomination and Remuneration Committee One Meeting of the Nomination and Remuneration Committee was held during the financial year 2017-18. For details, please refer Annexure - I. Nomination and Remuneration Policy Based on the recommendation of the Nomination and Remuneration Committee, the Board has laid down a Policy for remuneration of directors, key managerial personnel and other employees and also the criteria for determining qualifications, positive attributes and independence of a director. For details please refer Annexure - II. The Nomination and Remuneration Policy of the Company is disclosed on the Company's website - www.timken.com/en-in Other Committees For details, please refer to Annexure - I. Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors The Nomination and Remuneration Committee of the Board had recommended criteria for evaluation of performance of the Independent Directors, Board of Directors as a whole, various Committees of the Board and individual Directors which were approved and adopted by the Board of Directors of the Company. Accordingly, the Board of Directors at its meeting held on 5 February, 2018 carried out performance evaluation of all Directors, Board of Directors as a whole and Committees thereof. The methodology of evaluation was discussed and each Director was requested to record his/her evaluation of the other Directors, Board as a whole and Committees thereof and submit the evaluation papers to the Company Secretary & Chief- Compliance for safe custody. Ratio of Remuneration Pursuant to Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, applicable details are given in the attached statement marked as Annexure - III. Information required under Section 197(12) of the Act read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is annexed to this Report. However, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company. The said information is also available for inspection at the Registered Office during working hours up to the date of the AGM. Risk Management Policy In terms of relevant provisions of law, the Board of Directors of the Company has adopted a Risk Management Policy of the Company. The Policy has identified certain categories of risks that in the opinion of the Board, the Company may face as risks pertaining to the areas such as strategic, operational, and financial, market, and compliance and information technology. Descriptions for each of the risks identified in the Risk Matrix are documented and recorded in a structured format in each area where the risk is identified covering; nature of risk, severity of risk, chance of occurrence of risk, chance of detection and control mechanism available. Each aspect of severity, occurrence and detections are assigned with values on a scale of 1-5. These values are multiplied to determine the Risk Priority Number (RPN). The risks are thereafter prioritized based on the RPN, analysed and strategy developed accordingly. After going through the above exercise, the Company's Risk Matrix has been finalized and was reviewed at the year-end by the India Leadership Team and Risk Management Committee members and reviewed at least once in a year by the Board of Directors of the Company. During the year under review, risk profile of the Company did not undergo any change. 5


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    TIMKEN INDIA LIMITED Corporate Social Responsibility During the year, the Company spent Rs 2.69 crores on the CSR activities. CSR Policy (its implementation and development) and annual report on CSR activities is attached, marked as Annexure - IV. For CSR Committee composition, please refer to Annexure - I. Statutory Audit M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W10008), were appointed as the Statutory Auditors of the Company at 30th AGM held on 9 August, 2017 for a period of 5 years subject to ratification by members at every subsequent AGM held after 30th AGM. Due to recent changes in the provisions of the Act, the ratification of appointment of statutory auditors is no longer required at every AGM. Since in the resolution adopted at 30th AGM for the appointment of M/s Deloitte Haskins & Sells LLP, it was mentioned that ratification of such appointment would be considered at each subsequent AGM till 34th AGM, this matter is included in the Notice convening 31st AGM. Thereafter, this matter will not be included in the Notice in line with the Companies (Amendment) Act, 2017. Secretarial Audit M/s R Vijayakumar & Co., Practicing Company Secretary (FCS: 6418 & COP: 8667), Bangalore was appointed by the Board of Directors as the Secretarial Auditor to carry out Secretarial Audit for financial year 2017-18 in terms of Section 204 of the Act and M/s R Vijayakumar & Co., has since submitted their report, a copy of which is annexed to this report marked as Annexure - V. Cost Audit Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Shome & Banerjee, Cost Accountants (F000001), Kolkata to audit the cost accounts for the financial year 2018-19 and pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to them requires ratification by the shareholders. The proposal for ratification of remuneration payable to the Cost Auditors has been included in the Notice convening the 31st AGM. The Cost Audit for 2017-18 is currently in progress and the Cost Auditors shall submit their report to the Company within 180 days from the closure of financial year 31 March, 2018 and the Company shall submit the said report to the Central Government within 30 days from the date of receipt from the Cost Auditors. The Cost Audit Report for the year 2016-17 was filed on 28 September, 2017 (within the stipulated due date). Qualifications in Audit Reports The reports issued by the Statutory Auditors, the Secretarial Auditor and the Cost Auditors during the year do not contain any qualification, reservation or adverse remark or disclaimer. During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act. Related Party Transactions All transactions with related parties were entered into in the ordinary course of business and were on arm's length basis. However, in terms of provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, a summary of material related party transactions in the ordinary course of business and on arm's length basis is given in Form AOC-2, attached to this Report marked as Annexure - VI. The Policy for material related party transactions can be seen at www.timken.com/en-in. In terms of applicable provisions of laws, details of related party transactions in the financial year 2017-18 are given in financial statements. Listing with Stock Exchanges The Company confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to National Stock Exchange of India Limited and BSE Limited where the Company's Shares are listed. Extract of Annual Return Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form No. MGT - 9 is attached as a part of this Report marked as Annexure - VII. Other Reports/Annexures Pursuant to Listing Regulations and other applicable laws, the following reports form part of this report: 1. Management Discussion and Analysis - marked Annexure - VIII 2. Corporate Governance Report and the Certificate by a Practicing Company Secretary regarding compliance of conditions of Corporate Governance - marked Annexure - IX 3. Declaration signed by CEO regarding Compliance with Code of Conduct - marked Annexure - X 4. Disclosure with respect to demat suspense/unclaimed account - Nil 5. Business Responsibility Report - marked Annexure - XI 6. Dividend Distribution Policy - marked Annexure - XII 6


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    THIRTY-FIRST ANNUAL REPORT Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Sl. No Particulars Remarks (A) Conservation of energy: Plant power factor continued to be maintained at more 1. Steps taken / impact on conservation of energy than 0.97 levels. Plant has obtained certification for ISO 50001 in July 2017. Several Energy savings projects have been taken up for conservation of Energy and 50% of them had been successfully completed too. 2. Steps taken by the company for utilizing alternate Jamshedpur Plant has initiated steps to implement 1.3 MW sources of energy including waste generated Solar Plant and bio gas plant for canteen waste. 3. Capital investment on energy conservation Rs. 34.58 Lakhs equipment (B) Technology absorption: 1. Efforts, in brief, made towards technology Under the Collaboration Agreement, technology update is absorption. released from The Timken Company which is transferred to 2. Benefits derived as a result of the above efforts, e.g., the shop floor instructions. Any improvement in the product improvement, cost reduction, product technology / process is part of this continuous update and development, import substitution, etc. this is being regularly monitored by The Timken Company personnel. It has helped in development of Indian sources 3. In case of imported technology (imported during the for products which has reduced cost and time. last 3 years reckoned from the beginning of the financial year), following information may be furnished: Manufacture of Tapered Roller Bearings a. Details of technology imported. b. Year of import. 1991-92 onwards. c. Whether the technology been fully absorbed It is continuous process. d. If not fully absorbed, areas where absorption has not Ongoing in the areas of machining, heat treatment and taken place, and the reasons therefore. finishing to make further improvements in the manufacturing process, product quality and production output in Jamshedpur and in Raipur it is in process of developing roller manufacturing for industrial bearing repair through Indian source. 4. Expenditure incurred on Research and Development The benefits of research facilities available with The Timken Company are extended to the Company on a continuing basis (C) Foreign exchange earnings and Outgo 2017-18 (Rs./million) 2016-17 (Rs./million) (i) Foreign Exchange Earnings 3,467 3,293 (ii) Foreign Exchange Outgo 3,348 2,491 Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or effectiveness was observed. Directors’ Responsibility Statement In pursuance of Section 134 (5) of the Act, the Directors hereby confirm 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 made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; 7


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    TIMKEN INDIA LIMITED (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (e) the Directors had laid down 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 were adequate and operating effectively. Financial Performance of any Subsidiary / Associate/ Joint Venture Company The Company does not have any Subsidiary, Associate or Joint Venture Company. Details relating to Deposits The Company has not accepted Deposits as defined in the Act and Rules framed thereunder during the financial year 2017-18 and no amount is due on account of principal or interest on deposits as on 31st March, 2018. Particulars of Loans, Guarantees or Investments The Company has duly complied with the provision of Section 186 of the Act, with reference to current and non-current investments. The Company has not taken any secured/unsecured loan except bills discounted with banks. The Company has also not given any loans except to its employees as part of the conditions of the service. During the year under review, the Company has not given any guarantee or extended any securities in connection with any loan. Significant and/or material orders passed by the Regulators No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting the going concern status and the Company's operations in future. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. The Company has not received any sexual harassment complaint during the year 2017-18. Disclosure regarding shares issued by the Company Sweat Equity Share The Company has not issued any Sweat Equity Share and therefore these disclosure norms are not applicable to the Company. Shares with differential Rights The Company has not issued any Share with differential rights and therefore these disclosure norms are not applicable to the Company. Shares under Employees Stock Option Scheme The Company does not have any employee stock option scheme and therefore these disclosure norms are not applicable to the Company. Purchase by Company or giving of loans by it for purchase of its shares The Company has not purchased or given any loan to purchase its Equity Share and therefore these disclosure norms are not applicable to the Company. Buy Back of Shares The Company has not bought back any Equity Share and therefore these disclosure norms are not applicable to the Company. Acknowledgment The Directors acknowledge that the performance of the Company during the year 2017-18 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the support received from the Associates of the Company, Shareholders, Vendors, Customers and other Stakeholders. For and on behalf of the Board of Directors Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 21 May, 2018 DIN: 05159352 8


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    THIRTY-FIRST ANNUAL REPORT Annexure - I Details of the Meetings of the Board of Directors and Committees thereof along with attendance thereat: Board of Directors During the year ended 31 March, 2018, five Board Meetings were held on 24 May, 2017; 4 July, 2017; 8 August, 2017; 10 November, 2017 and 5 February, 2018. The Composition of Board along with attendance at the Board Meetings is as follows: Name of Directors Designation Category No of Meetings attended Mr. Sanjay Koul Chairman & Managing Promoter Director 5 (DIN: 05159352) Director Executive, Non-Independent Mr. P S Dasgupta Director Non-Executive, 4 (DIN: 00012552) Independent Mr. Jai S. Pathak* Director Non-Executive, 2 (DIN: 00026416) Independent Mr. Bushen Lal Raina** Director Non-Executive, 1 (DIN: 00182160) Independent Mrs. Rupa Mahanty Director Non-Executive, 5 (DIN: 06746148) Independent Mr. Ajay K Das Director Promoter Director 2 (DIN: 02697466) Non-Executive, Non- Independent Mr. Avishrant Keshava CFO & Whole-time Promoter Director 5 (DIN: 07292484) Director Executive, Non-Independent *resigned w.e.f. 10 November, 2017 ** appointed w.e.f. 5 February, 2018 Audit Committee During the year ended 31 March, 2018, five Audit Committee Meetings were held on 24 May, 2017; 4 July, 2017; 8 August, 2017; 10 November, 2017 and 5 February, 2018. The Composition of Audit Committee along with attendance at the Audit Committee Meetings is as follows: Name of Directors Designation Category No of Meetings attended Mr. P S Dasgupta Chairman Non-Executive, 4 (DIN: 00012552) Independent Mr. Sanjay Koul Member Promoter Director 5 (DIN: 05159352) Executive, Non-Independent Mr. Jai S. Pathak* Member Non-Executive, 2 (DIN: 00026416) Independent Mr. Bushen Lal Raina** Member Non-Executive, NA (DIN: 00182160) Independent Mrs. Rupa Mahanty Member Non-Executive, 5 (DIN: 06746148) Independent *resigned w.e.f. 10 November, 2017 ** appointed w.e.f. 5 February, 2018 9


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    TIMKEN INDIA LIMITED Nomination and Remuneration Committee During the year ended 31 March, 2018, one Meeting of the Nomination and Remuneration Committee was held on 5 February, 2018. The Composition of Nomination and Remuneration Committee along with attendance at the Meeting is as follows: Name of Directors Designation Category Attendance Mrs. Rupa Mahanty Chairperson Non-Executive, P (DIN: 06746148) Independent Mr. P S Dasgupta Member Non-Executive, P (DIN: 00012552) Independent Mr. Jai S. Pathak* Member Non-Executive, N.A. (DIN: 00026416) Independent Mr. Bushen Lal Raina** Member Non-Executive, N.A. (DIN: 00182160) Independent Mr. Ajay K Das Member Promoter Director P (DIN: 02697466) Non-Executive, Non- Independent *resigned w.e.f. 10 November, 2017 ** appointed w.e.f. 5 February, 2018 Stakeholders Relationship Committee During the year ended 31 March, 2018, one Meeting of the Stakeholders Relationship Committee was held on 5 February, 2018 which was attended by all the Members of the Committee. Generally, approvals of the Committee are obtained through circular resolutions. Updates on Investors Services are also communicated through circulation of reports at regular intervals. The Composition of Stakeholders Relationship Committee is as follows: Name of Directors Designation Category Mrs. Rupa Mahanty Chairperson Non-Executive, (DIN: 06746148) Independent Mr. Sanjay Koul Member Promoter Director (DIN: 05159352) Executive, Non-Independent Mr. Ajay K Das Member Promoter Director (DIN: 02697466) Non-Executive, Non-Independent Corporate Social Responsibility Committee During the year ended 31 March, 2018, two meetings of the Corporate Social Responsibility Committee were held on 15 December, 2017 and 31 January, 2018 which were attended by all the members. Approvals of the Committee were also obtained through resolutions by way of circulation. Composition - Mr. Sanjay Koul (Chairman), Mr. Bushen Lal Raina (Independent Director) and Mr. Avishrant Keshava (CFO & Whole-time Director). Risk Management Committee During the year ended 31 March, 2018, no meeting was required to be held. Approval of the Committee whenever required was obtained through electronic mails. Composition - Mr. Sanjay Koul (Chairman), Mr. Avishrant Keshava and Mr. S Sivaramakrishnan. For and on behalf of the Board of Directors Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 21 May, 2018 DIN: 05159352 10


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    THIRTY-FIRST ANNUAL REPORT Annexure - II TIMKEN INDIA LIMITED (CIN: L29130KA1996PLC048230) Nomination and Remuneration Policy 1. Objective The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Clause 49 under the Listing Agreement. The Key objectives of the Committee would be: l To lay down the criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration. l To recommend to the Board, remuneration payable to the Directors, Key Managerial Personnel and Senior Management, based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry. l To provide to the Key Managerial Personnel and Senior Management, reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations. l To carry out evaluation of every director's performance. l To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. l To devise a policy on Board diversity. 2. Definitions 2.1 Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time. 2.2 Board means Board of Directors of the Company. 2.3 Committee means the Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board 2.4 Directors mean Directors of the Company. 2.5 Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013 2.6 Key Managerial Personnel means: l Chief Executive Officer or the Managing Director or the Manager; l Whole-time director; l Chief Financial Officer; l Company Secretary; and l Such other officer as may be prescribed. 2.7 Senior Management means personnel of the Company who are members of its core management team excluding the Board of Directors including Functional Heads. 3. Roles of the Committee The Committee shall: l Formulate the criteria for determining qualifications, positive attributes and independence of a director; l Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy; l Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel; l Ensure that the Board comprises of a balanced combination of Executive Directors and Non - executive Directors and also the Independent Directors; and 11


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    TIMKEN INDIA LIMITED l Oversee the formulation and implementation of ESOP Schemes, its administration, supervision, and formulating detailed terms and conditions in accordance with SEBI Guidelines Provided that the Committee shall set up a mechanism to carry out its functions and is further authorized to delegate any/ all of its powers to any of the Directors and/ or officers of the Company, as deemed necessary for proper and expeditious execution. 4. Policy for appointment of Director, KMP and Senior Management Enhancing the competencies of the Board as well as retaining talented employees for the role of KMP/ senior management is the basis of the Committee to select a candidate for appointment to the Board. While recommending a candidate for appointment, the Committee shall consider the following aspects: – The range of attributes of the candidate which includes, but is not limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, being considered; − The extent to which the candidate is likely to contribute to the overall effectiveness of the Board and the management, work constructively with the existing systems and enhance the efficiency of the Company; − The skills and experience that the candidate brings to the role of Director/ KMP/ Senior Management and how he will enhance the skill sets and experience of the existing associates as a whole; − The nature of existing position held by the candidate including directorships or other relationships and the impact they may have on the candidate's ability to exercise independent judgment; Personal specifications: l Degree holder in relevant disciplines; l Experience of management in a diverse organization; l Effective interpersonal and communication skills; l Leadership skills; l Commitment to high standards of ethics, personal integrity and probity; l Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace; l Having continuous professional development to refresh knowledge and skills. Appointment of Independent Directors is subject to compliance of provisions of Section 149 of the Companies Act, 2013, read with Schedule IV and Rules there under. The Company shall not appoint or continue the employment of any person as Whole-time Director who is below the age of 21 or has attained the age of seventy years, as the case may be. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years. Disqualifications for Appointment of Directors A person shall not be eligible for appointment as Director of the Company, if he is disqualified under Section 164 of the Act. Term/ Tenure Managing Director/ Whole-time Director: l The Company shall appoint or re-appoint any person as its Managing Director or Whole-time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term. Independent Director: l An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment for another term of up to five consecutive years, on passing of a special resolution by the Company. l No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after the expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. 12


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    THIRTY-FIRST ANNUAL REPORT However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014, he/ she shall be eligible for appointment for one more term of 5 years only. l At the time of appointment of the Independent Director, it shall be ensured that the number of Boards in which he/ she serves as an Independent Director is restricted to seven listed companies. If a person is a Whole-time Director in any listed company, he/ she shall serve as an Independent Director in not more than 3 listed companies or such other limit as may be prescribed under the Act. Evaluation The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management on an annual basis. Removal Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, Rules and regulations. Retirement The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. Board Diversity The Board of the Company may consciously be drawn in a manner that it comprises of individuals from diversified backgrounds, possessing different skills, resources and potentials. 5. Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel l The remuneration/ compensation/ commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required. l The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage/ slabs/ conditions laid down in the Articles of Association of the Company and as per the provisions of the Act. l Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director. l Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. l The Whole-time Director/ KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required. l Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government. l Provisions for excess remuneration: If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/ she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. 13


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    TIMKEN INDIA LIMITED Remuneration to Non- Executive/ Independent Director: l Remuneration/ Commission: The remuneration/ commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act. l Sitting Fees: The Non- Executive/ Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. l Stock Options: An Independent Director shall not be entitled to any stock option of the Company. 6. Membership of the Committee l The Committee shall consist of a minimum 4 non-executive directors, majority of them being independent. l Minimum three (3) members shall constitute the quorum for the Committee meeting. l Membership of the Committee shall be disclosed in the Annual Report. l Term of the Committee shall be continued unless terminated by the Board of Directors. 7. Chairperson l Chairperson of the Committee shall be an Independent Director. l Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee. l In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson. l Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries. 8. Frequency of meetings The meeting of the Committee shall be held at such regular intervals as may be required. 9. Committee members’ interests A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee. 10. Secretary The Company Secretary of the Company shall act as Secretary of the Committee. 11. Voting Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee. In the case of equality of votes, the Chairman of the meeting will have a casting vote. 12. Minutes of Committee meeting The proceedings of all meetings shall be stored as minutes and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting. For and on behalf of the Board of Directors Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 21 May, 2018 DIN: 05159352 14


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    THIRTY-FIRST ANNUAL REPORT Annexure - III Details as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (i) the ratio of the remuneration of each director to the median Employee to CMD Ratio : 1:25 remuneration of the employees of the company for the financial Employee to WTD Ratio : 1:7 year; (ii) the percentage increase in remuneration of each director, Chief 7% - 9% Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; (iii) the percentage increase in the median remuneration of 7% employees in the financial year; (iv) the number of permanent employees on the rolls of company; 814 as on 31st March 2018 (including Union & Salaried Operators) (v) average percentile increase already made in the salaries of Employees: 7%, Managers: 9%. There have been no employees other than the managerial personnel in the last exceptions made, all hikes were made as per Company's financial year and its comparison with the percentile increase in Remuneration Policy. the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; (vi) Affirmation that the remuneration is as per the remuneration Yes. policy of the company. For and on behalf of the Board of Directors Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 21 May, 2018 DIN: 05159352 15


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    TIMKEN INDIA LIMITED Annexure - IV CORPORATE SOCIAL RESPONSIBILTY-CSR 1. A brief outline of the Company's CSR policy, Timken makes the world a better place through a combination of volunteer efforts, community leadership including overview of projects or programs and financial support. Strengthening our communities is important not only to the communities proposed to be undertaken and a reference to where we operate, but also to the employees in those communities and to the ongoing the web-link to the CSR policy and projects or success of the Company. The Company's CSR vision includes (i) Consult with local communities to programs. identify needs (ii) Partnering with organizations of repute including NGOs, approved educational institutions and (iii) Continuously endeavor to find out ways to bring a stronger community. The Company wishes to focus the corporate resources on programs and agencies that (i) Promote lifelong learning through education; (ii) Work collaboratively to deliver health and human services; and (iii) Foster innovative ways to build a strong community. In terms of the CSR Policy of the Company, the following areas have been identified: l Eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare and sanitation and making available safe drinking water l Promoting education including special education, employment enhancing vocational skills among children, women, elderly and the differently abled and livelihood enhancement project l Contribution or funds provided to technology incubators located within academic institutions approved by the Govt. Government l Contribution to Prime Minister's National Relief Fund l Support for training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports l Contribution to the Swatch Bharat Kosh set up by the Central Government for protection of sanitation l Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water including Contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga. CSR Policy of the Company is attached to this Annexure and can be seen at www.timken.com/en-in. 2. The Composition of the CSR Committee. As on 31 March, 2018 : Mr. Sanjay Koul - Chairman Mr. Bushen Lal Raina - Member Mr. Avishrant Keshava - Member 3 Average net profit of the company for last Rs. 1,34,09,70,552 three financial years 4. Prescribed CSR Expenditure (two per cent. of Rs. 2,68,19,411 the amount as in item 3 above) 5. Details of CSR spent during the financial year: a. Total amount to be spent for the financial year; Rs. 2,68,19,411 b. Amount unspent, if any; NIL c. Manner in which the amount spent during the financial year is detailed below: (Amount in Rs.) (1) (2) (3) (4) (5) (6) (7) (8) Sl. CSR project or Sector in Projects or Amount outlay Amount spent Cumulative Amount spent: No activity which the programs (budget) project on the projects expenditure Direct or through Identified. Project is (1)Local area or or programs or Programs upto to the implementing covered other (2) Specify wise Subheads: reporting agency the State and (1) Direct period district where expenditure projects or on projects or programs was programs. undertaken (2) Overheads: 1 Towards financial support for Promoting Vijayanagar, 25,00,000 25,00,000 50,00,000 Implementing Agency professional training centre in Sports Karnataka Vijaynagar, Karnataka by subscribing to Bronze Partnership 2 Financial support Safe Drinking Bengaluru 24,00,000 24,00,000 24,00,000 Implementing Agency for procurement of water Water tanker for free water distribution to neighbouring villages and schools 3 Financial support for installation of Environmental Himachal Pradesh 58,85,004 58,85,000 58,85,000 Implementing Agency portable solar power devices to sustainability provide electricity to remote villages in the Himachal Pradesh region 4 Financial support towards Preventive Bengaluru 1,15,56,000 1,15,00,000 1,15,00,000 Implementing Agency construction of part of proposed healthcare dialysis centre (1st floor) and procurement dialysis machines, beds and other related equipments to provide dialysis facility to patients of economically weaker sections at affordable cost 5 Financial support for procurement Bengaluru 14,39,100 14,39,090 14,39,090 Implementing Agency Mobile Medicare Unit to provide health check-ups to elderly beneficiaries, communities who cannot afford medical care and rarely have access to health services 6 Financial Support towards part Delhi, Jamshedpur, 31,00,000 31,00,000 31,00,000 Implementing Agency financing of procurement of blankets J&K and Uttarakhand and distribution to needy people TOTAL 2,68,80,104 2,68,24,090 2,93,24,090 *In addition, the Company has spent a sum of Rs. 1,12,350 for carrying background checks and due diligence while identifying Implementing Agencies for CSR Spend. 16


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    THIRTY-FIRST ANNUAL REPORT 6. In case the Company has failed to spend the Not Applicable two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report. 7. A responsibility statement of the CSR Committee It is confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR that the implementation and monitoring of , objectives and Policy of the Company. CSR Policy is in compliance with CSR objectives and Policy of the Company For and on behalf of the Board of Directors Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 21 May, 2018 DIN: 05159352 Annexure - IV (Contd.) CORPORATE SOCIAL RESPONSIBILITY POLICY OF TIMKEN INDIA LIMITED 1. CONTENTS OVERVIEW CSR FOCUS AREAS IMPLEMENTATION OF CSR ACTIVITIES GUIDELINES FOR CHOOSING A CSR PARTNER CSR EXPENDITURE CSR COMMITTEE ROLE AND RESPONSIBILITIES OF THE CSR COMMITTEE MONITORING MECHANISM REPORTING POLICY ON NON-DISCRIMINATION AND CONTROVERSIAL ORGANIZATIONS SELF GOVERNANCE POLICY REVIEW AND FUTURE AMENDMENT 2. OVERVIEW As required under the provisions of the Companies Act, 2013 (“Act”), Timken India Limited (“Timken” or “Company”) is pleased to announce its Corporate Social Responsibility (“CSR”) Policy (“CSR Policy” or “Policy”). CSR Philosophy: Timken makes the world a better place through a combination of volunteer efforts, community leadership and financial support. Strengthening our communities is important not only to the communities where we operate, but also to the employees in those communities and to the ongoing success of the company. We focus our corporate resources on programs and agencies that: l Promote lifelong learning through education; l Work collaboratively to deliver health and human services; and l Foster innovative ways to build a strong community. CSR vision: l Consult with local communities to identify needs l Partnering with organizations of repute including NGOs, approved educational institutions l Continuously endeavour to find out ways to bring a stronger community 17


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    TIMKEN INDIA LIMITED Commitment: The Company believes in creating a necessary balance between better business, cleaner environment and better lives. The Board of directors (“Board”) of the Company is fully committed to implement CSR activities in the right spirit of law to contribute towards positive societal impact. 3. CSR FOCUS AREAS CSR activities to be undertaken by the Company under this Policy shall be as follows: Sl. Objectives as specified under Projects or programme undertaken Method of execution No Sch. VII or to be undertaken 1 Eradicating hunger, poverty and Support efforts to promote medical support Evaluate projects run by voluntary malnutrition, promoting to the society to eradicate life threatening organizations of repute around the healthcare including preventive diseases and improving availability of places where company facilities are healthcare and sanitation and medical aid to critical patients including located and providing them with making available safe drinking water. without limitation, Stem Cell research and financial aid to further their causes related activity including registry initiatives of organizations of repute including NGOs, trusts 2 Promoting education including Support efforts to promote education to Give financial support to schools run special education, employment benefit under privileged children and for the purpose around the places enhancing vocational skills children requiring special need where company facilities are located among children, women, elderly and the differently abled and livelihood enhancement project 3 Contribution or funds provided Support scientific research to bring Give financial support to academic to technology incubators located about technological advancement in India institutions approved by the within academic institutions especially in manufacturing and IT Government based on projects approved by the Government taken up by them 4 Contribution to Prime Minister's National — — Relief Fund 5 Support for training to promote rural sports, Support to promote sports in India Promoting Sports/sports persons; supporting nationally recognized sports, Paralympics agencies promoting sports / sports persons sports and Olympic sports 6 Contribution to the Swatch Bharat Kosh set up — — by the Central Government for protection of sanitation 7 Ensuring environmental sustainability, ecological Cleaning of water bodies, promoting animal Give financial support to institutions engaged in balance, protection of flora and fauna, animal welfare, Maintain essential aquatic ecosystems, cleaning of water bodies, promoting animal welfare, agro forestry, conservation of natural Reduce harmful land erosion caused by welfare, maintenance of essential aquatic resources and maintaining quality of soil, air agricultural irrigation, Protect fresh drinking ecosystems, prevent land erosion caused by and water including Contribution to the Clean water resources agricultural irrigation, protecting fresh drinking Ganga Fund set up by the Central Government water resources and contribution to Clean for rejuvenation of river Ganga Ganga Fund 4. IMPLEMENTATION OF CSR ACTIVITIES The Company may carry out the CSR activities in accordance with the terms of this Policy, either on its own, or through a registered trust or registered society or through a company registered under Section 8 of the Act, established by the Company or by an Associate Company1 of the Company or by a third party. If the Company chooses to carry out the CSR activities through a registered trust or registered society or a Section 8 Company incorporated under the Act, which is established by a third party (“CSR Partner”), guidelines mentioned hereunder are required to be followed in choosing such CSR Partner. 5. GUIDELINES FOR CHOOSING A CSR PARTNER 1. CSR Partner shall be either a registered trust or a registered society under the applicable laws or a company incorporated under Section 8 of the Act with an established track record of 3 years in undertaking activities in the focus areas in which the Company intends to carry out CSR activities. 2. CSR Partner should have complied with the applicable laws and no notice for non-compliance under any applicable laws should have been received from any authorities. 3. The CSR Committee shall discuss the CSR Policy and the objectives of the Company in this regard with the proposed CSR Partners. 4. The Company shall procure a detailed project report from the shortlisted CSR Partners regarding the course of action that they intend to undertake, if chosen to implement a particular CSR activity on behalf of the Company. 6. CSR EXPENDITURE The Company shall utilise, every financial year, an amount not less than 2% of the average net profits of the company made during the three immediately preceding financial years, for CSR activities under this policy. Net Profit for this purpose means, the net profit of a Company as per its financial statements prepared in accordance with the applicable provisions of the Companies Act, 2013, but does not include, profits arising from branches outside India or dividends received from other Companies in India, which comply with the CSR provisions. 1 Associate Company' in relation to the Company means a company in which the Company has significant influence. However, such other company is not a subsidiary company of the Company and includes a joint venture company. Significant influence means control of at least 20% of the total share capital or of business decisions under an agreement. 18


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    THIRTY-FIRST ANNUAL REPORT Salaries paid by the Company to regular CSR staff as well as to volunteers of the Company (in proportion to company's time/hours spent specifically on CSR) from the Bank account can be factored into CSR project cost as part of the CSR expenditure. Any profit/ revenue/ surplus arising out of CSR activities/ projects/ programs shall not be a part of business profits of the Company. 7. CSR COMMITTEE CSR Committee shall be constituted by the Board. The roles, responsibilities and functioning of the CSR Committee are as provided below: Constitution: CSR Committee shall consist of three directors of the Company, of which one shall be an independent director, at any given point of time. If the Board consists of only two directors, then two directors will form CSR Committee. Quorum: Two members or 1/3rd of total strength, whichever is greater. Meetings: The meetings of the CSR Committee shall be held as and when required. Meetings can be convened at such time, at such place and on such day, as the members of the CSR Committee may deem fit. The minutes recording the proceedings of the CSR Committee meetings shall be placed before the next Board meeting of the Company for approval. Notices: The Company Secretary of the Company shall act as the Secretary of the CSR Committee. The Company Secretary, at the behest of any one of the CSR Committee members, shall be authorised to issue notice to convene the meetings of the CSR Committee. Every notice convening the meeting of CSR Committee shall be accompanied by an agenda. Experts: The CSR Committee may invite experts from various fields to attend its meetings from time to time. Decisions: Matters transacted at the meetings of the CSR Committee or by way of resolutions by circulation shall be decided by majority vote of the CSR Committee members. Matters to be transacted: CSR Committee may as appropriate discuss the following matters at its meetings: (i) Preparation of budget outlay for each of the CSR activities; (ii) Implementation schedule for each of the CSR activities; (iii) Allocation of responsibilities to carryout CSR activities; (iv) Report on the CSR activities carried out from the date of last meeting till date with supporting documents; (v) Discussion on the new proposals, if any; (vi) Road map for the CSR activities to be carried out for the next 6 months; and (vii) Any other matter as the CSR Committee may deem fit. 8. ROLE AND RESPONSIBILITIES OF THE CSR COMMITTEE CSR Committee shall: (i) formulate and recommend the CSR Policy to the Board. Any amendments to be carried out to the CSR Policy shall be taken up by the Board only with the recommendation of the CSR Committee; (ii) recommend the amount of expenditure to be incurred by the Company in each financial year in relation to the CSR activities to the Board. Such expenditure shall be calculated in accordance with the provisions of the Act after consultation with the finance department of the Company; (iii) identify and recommend CSR activities to the Board which are covered under this Policy by providing a detailed project report. The project report shall elaborate on the sectors in which the CSR activities shall be carried out, need, statistics, modalities of execution of the CSR activities, budget outlay, implementation schedule, location where the CSR activities are proposed to be implemented and impact of such CSR activities on the target audience; (iv) recommend CSR Partners, to the Board and procure their approval before engaging the CSR Partner(s) to carry out the CSR activities on behalf of the Company. The CSR Partners recommended to the Board shall be selected in accordance with the guidelines mentioned in this Policy; (v) allocate budget to each of the CSR activities and the CSR Partners; (vi) undertake all necessary steps to implement the CSR activities in accordance with the implementation schedule, as approved by the Board; (vii) monitor the CSR activities in such manner as prescribed in this Policy; (viii) update the Board from time to time on the progress of the CSR activities along with a report on the amount allocated for such activity, amount utilised, amount unspent, if any, additional funds required, if any and expenditure incurred; (ix) produce an annual CSR Report containing details of expenditure along with a report on the amount allocated, amount utilised, amount unspent, if any, additional funds required, if any and expenditure incurred; (x) ensure that the CSR activities do not benefit the Company or its employees and their families. 9. MONITORING MECHANISM The CSR Committee shall monitor the CSR activities in the following manner: (i) Administration and execution: CSR activity will be administered and execution would be monitored and guided by an internal team nominated by the Chairman and Managing Director. Such internal team as nominated by the CSR Committee and approved by the Board (referred to as “Core CSR Group”) is as under: 1. Mr. Sanjay Koul 4. Mr. Gouri Shankar Roy 2. Mr. Avishrant Keshava 5. Mr. Soumitra Hazra 3. Mr. C Sakthivel 6. Ms. Diksha Charan Naik The team will be responsible for monitoring the progress of the projects identified and brief CSR committee of the Board once in every six months. 19


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    TIMKEN INDIA LIMITED (ii) The Core CSR Group shall procure not later than 7 days from the end of each month from each of the CSR Partners, a monthly status report detailing the utilization of the funds, CSR activities carried out, reasons for deviation from the implementation schedule, if any, corrective measures taken in this regard, requirement of additional funds, if any, along with the reasons for such escalations. (iii) The CSR Committee shall provide its comments and submit such report to the Board within a reasonable time period. (iv) The CSR Committee shall procure pictures, videos and stories from the CSR Partners on the completed and on-going CSR activities. 10. REPORTING In the event Company fails to spend the amount earmarked for the CSR activities in a financial year, the CSR Committee shall submit a report in writing to the Board specifying the reasons for not spending the amount which in turn shall be reported by the Board in their report to the shareholders of the Company for that particular financial year. The Board shall provide certain information in its report to its shareholders as well as on the website of the Company (if any). The format for the annual report on CSR activities to be included in the Board's report is attached herewith as Annexure 1. 11. POLICY ON NON-DISCRIMINATION AND CONTROVERSIAL ORGANIZATIONS The Company seeks to support organizations that are in alignment with the core values of the Company. The Company is committed to equal opportunity and fair treatment, and will not support charitable organizations that discriminate on the basis of race, colour, religion, sex, age, national origin, citizenship status, disability, veteran status, or any other protected status. The Company defines discrimination in connection with its charitable giving program to include (but not necessarily be limited to) denial of services, employment, or volunteer opportunities to any class of individuals in a manner that negatively restricts opportunities available to that class of individuals. In addition, to ensure that all recipient organizations are aligned with the Company's values, the Company shall not make charitable grants to any organization or program that in any way is controversial or, implicitly or explicitly, promotes, advocates, or instigates an ideology or environment that is divisive or not otherwise aligned with the Company's values. As part of an on-going effort to support only those organizations that fully align with the Company's values and policies, the Company reserves the right to evaluate the eligibility of a recipient organization at any time regardless of whether prior grants have been made. The Company, in its sole discretion, may suspend or terminate current or future grants to any organization that is not aligned with the Company's values and policies. 12. SELF GOVERNANCE The Company, its Board, employees, officers, CSR Committee members, its invitees, shall not: i. directly or indirectly engage in lobbying of CSR activities; ii. accept any kind of favours and gifts, in any form, from any prospective or potential CSR Partners or beneficiaries as a result of consideration of the proposal to grant funds to such CSR Partners or beneficiaries under this Policy. 13. POLICY REVIEW AND FUTURE AMENDMENT The CSR Committee may, as and when required, suggest changes to the CSR Policy and submit the same for the approval of the Board. ANNEXURE - 1 1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. 2. The Composition of the CSR Committee. 3. Average net profit of the company for last three financial years 4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) 5. Details of CSR spent during the financial year. a. Total amount to be spent for the financial year; b. Amount unspent, if any; c. Manner in which the amount spent during the financial year is detailed below: (1) (2) (3) (4) (5) (6) (7) (8) Sl. CSR project or Sector in which Projects or programs Amount outlay Amount spent on Cumulative Amount spent No. activity Identified the Project is (1) Local area of other (budget) project or the projects or expenditure upto Direct or through covered (2) Specify the State programs wise (Rs.) Programs Subhead : to the reporting Implementing and district where (1) Direct expenditure Period (Rs.) agency Projects or programs on projects or programs. was undertaken (2) Overheads: (Rs.) TOTAL 6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. 7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company 20


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    THIRTY-FIRST ANNUAL REPORT Annexure - V Form No. MR-3 Secretarial Audit Report For the Financial year ended 31 March, 2018 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To The Members Timken India Limited I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Timken India Limited (“the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended 31 March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31 March, 2018 according to the provisions of: 1. The Companies Act, 2013 (the Act) and the rules made thereunder; 2. The Securities Contracts (Regulation) Act, 1956 and the rules made hereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- (a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) SEBI (Prohibition of Insider Trading) Regulations, 2015; (c) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and (d) SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The major head/groups of Acts, Laws and Regulations as applicable to the Company are (i) Industrial Laws; (ii) Labour Laws; (iii) Environmental and prevention of pollution Laws; (iv) Tax Laws; (v) Economic and Commercial Laws; (vi) Legal Metrology Act, 2009 and (vii) Acts prescribed under Shops and Establishment Act of various local authorities. I have also examined compliance with the applicable clauses of the following Secretarial Standards issued by the Institute of Company Secretaries of India: (i) Meetings of the Board of Directors (SS-1); and (ii) General Meetings (SS-2) During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above. I further report that:- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. 21


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    TIMKEN INDIA LIMITED Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes. During the year under audit, no dissenting views were found in the minutes. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period, the Company has carried out the following specific event / action that have major bearing on the Company's affairs in pursuance of the above referred laws. 1. Acquisition of ABC Bearings Limited Pursuant to Sections 230 to 232 of the Companies Act, 2013: The Board of Directors at their meeting held on 04 July 2017 considered the proposal of acquiring ABC Bearings Limited (“Transferor Company”) and approved the proposal of entering into the agreement(s) with the Transferor Company and the scheme of amalgamation and arrangement. Pursuant to the order dated 14 Dec 2017 of Hon'ble National Company Law Tribunal, Bangalore, separate meetings of the shareholders and the unsecured creditors were held on 01 Feb 2018 for approving the scheme of amalgamation and arrangement between the Company and the Transferor Company. The shareholders and unsecured creditors of the Company approved the resolution with requisite majority. R Vijaykumar & Co., R Vijayakumar 21 May 2018 Practicing Company Secretary Bangalore FCS No. 6418; C P No.8667 To The Members Timken India Limited My Secretarial Audit Report of even date is to be read along with this letter. 1. Maintenance of secretarial record, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively are the responsibilities of the management of the Company. My responsibility is to express an opinion on these secretarial records, systems, standards and procedures based on audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure the correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. R Vijaykumar & Co., R Vijayakumar 21 May 2018 Practicing Company Secretary Bangalore FCS No. 6418; C P No.8667 22


  • Page 24

    Annexure - VI FORM NO. AOC - 2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm's length basis During the year ended 31 March, 2018, there were no contracts or arrangements or transactions entered into by the Company which were not on arm's length basis. 2. Details of material contracts or arrangement or transactions at arm's length basis Name(s) of the related party Nature of contracts / arrangements / Duration of the contracts / Salient terms of the Date(s) of approval Amount paid as and nature of relationship transactions - ( Value in Rs./ Millions) arrangements / transactions contracts or by the Board, if any advances, if any arrangements or transactions including the value, if any Timken Singapore PTE Sale of Goods - 85.26 Purchase and sale of goods/fixed Based on Transfer Appropriate Advances paid Limited Agency Commission (Income) - 10.73 assets on the basis of purchase Pricing guidelines/ approvals in terms of have been (Holding Company) Purchase of Goods - 16.92 orders raised by the buyer - ongoing in market rates/ the management adjusted against Expenses Receivable - 10.39 nature. Reimbursement of actual approval system have billing, wherever Dividend Paid - 51.00 Agency commission income/ expenses incurred been taken in all the applicable. expenditure - pursuant to a cases. Timken Engineering and Research- Expenses Receivable - 51.82 Representative Agreement - ongoing India Pvt Ltd Expenses Payable - 95.80 in nature. (Fellow Subsidiary of the Purchase of Goods - 534.47 same holding Company) Sale of Goods - 210.36 Expenses receivable and payable - Sale of Property, Plant & Equipment- 8.53 pursuant to Service Agreement - Purchase of Property, ongoing in nature. Plant & Equipment - 2.76 Purchase of DEPB licenses - 67.71 Gibson, Dunn & Crutcher LLP Expense Paid / Payable - 5.36 Referrals/requests based on merit - as 23 (Firm where a director is a Partner) and when required. New Delhi Law Offices Expense Paid / Payable - 0.91 Referrals/requests based on merit - as (Firm where a director is a Partner) and when required. Mr. Sanjay Koul Short-term employment benefits - 27.12 5 Years from the date of appointment / As approved by the Post employment benefits - 0.67 re-appointment as Managing Director shareholders at the AGM Other long-term benefits - 0.54 Sitting Fees paid - 0.04 Expanses paid - 0.12 Mr. Avishrant Keshava Short-term employment benefits - 6.65 5 Years from the date of appointment As approved by the Post employment benefits - 0.20 as Whole-time Director shareholders at the AGM Other long-term benefits - 0.16 Expanses paid - 0.12 Mr. PS Dasgupta Sitting Fees paid - 0.45 Mrs. Rupa Mahanty Sitting fees paid - 0.58 Ongoing As per the rules of the Reimbursement of expenses paid - 0.15 Company Mr. Jai S Pathak Sitting Fees paid - 0.18 Mr. Bushen Lal Raina Sitting Fees paid - 0.05 Mr. Soumitra Hazra Short-term employment benefits - 4.36 Post employment benefits - 0.22 Other long-term benefits - 0.18 Scrutinizer fees paid - 0.02 Expanses paid - 0.01 For and on behalf of the Board of Directors Sanjay Koul Bengaluru Chairman & Managing Director 21 May, 2018 DIN: 05159352 THIRTY-FIRST ANNUAL REPORT


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    TIMKEN INDIA LIMITED Annexure - VII Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31 March, 2018 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: 1. CIN L29130KA1996PLC048230 2. Registration Date 15 June, 1987 3. Name of the Company Timken India Limited 4. Category / Sub-Category of the Company Company Limited by Share/Indian Non-Government Company 5. Address of the Registered office and 39-42, Electronic City, contact details Phase II, Hosur Road, Bengaluru - 560 100 Tel. No. 080 - 41362000 Fax No. 080-41362010 e-mail: soumitra.hazra@timken.com Website: www.timken.com/en-in 6. Whether listed company Yes 7. Name, Address and Contact details of C B Management Services (P) Limited Registrar and Share Transfer Agent, if any P-22, Bondel Road, Kolkata - 700 019 Tel. No. 033 - 40116700, 40116725, 40116729 Fax No. 033 - 4011 6739 E-mail: rta@cbmsl.com II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No Name and Description of NIC Code of the % to total turnover main products / services Product/ service of the company 1 Bearings and Components & Accessories 2814 93.48 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : Sl. No Name and address of CIN/GLN Holding/ % of shares Applicable the company Subsidiary/ held Section Associate 1. Timken Singapore Pte. Ltd N.A. Holding 75% 2(46) 51, Changi Business Park, Central 2, #08-06/07 The Signature Building Singapore - 486066 24


  • Page 26

    THIRTY-FIRST ANNUAL REPORT IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding: Category of No. of Shares held at the No. of Shares held at the % of Shareholders beginning of the year end of the year Change during the Year Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares (A) Promoters (1) Indian (a) Individual/HUF 0 0 0 0 0 0 0 0 0.00 (b) Central Govt 0 0 0 0 0 0 0 0 0.00 (c) State Govt (s) 0 0 0 0 0 0 0 0 0.00 (d) Bodies Corp. 0 0 0 0 0 0 0 0 0.00 (e) Banks / FI 0 0 0 0 0 0 0 0 0.00 (f) Any Other 0 0 0 0 0 0 0 0 0.00 Sub-Total (A) (1) 0 0 0 0 0 0 0 0 0.00 (2) Foreign (a) NRIs - Individuals 0 0 0 0 0 0 0 0 0.00 (b) Other - Individuals 0 0 0 0 0 0 0 0 0.00 (c) Bodies Corp. 50,999,988 0 50,999,988 75.00 50,999,988 0 50,999,988 75.00 0.00 (d) Banks / FI 0 0 0 0 0 0 0 0 0.00 (e) Any Other 0 0 0 0 0 0 0 0 0.00 Sub-Total (A) (2) 50,999,988 0 50,999,988 75.00 50,999,988 0 50,999,988 75.00 0.00 Total Shareholding of Promoter = (A) (1) + (A) (2) 50,999,988 0 50,999,988 75.00 50,999,988 0 50,999,988 75.00 0.00 (B) Public Shareholding (1) Institutions (a) Mutual Funds 6,393,213 0 6,393,213 9.40 6,358,015 0 6,358,015 9.35 (-)0.05 (b) Banks/FI 24,622 260 24,882 0.04 15,358 260 15,618 0.02 (-)0.02 (c) Central Govt 0 0 0 0 0 0 0 0 0.00 (d) State Govt (s) 0 0 0 0 0 0 0 0 0.00 (e) Venture Capital funds 0 0 0 0 0 0 0 0 0.00 (f) Insurance Companies 0 0 0 0 0 0 0 0 0.00 (g) Foreign Institutional Investors (FII) 59,461 0 59,461 0.09 3256 0 3,256 0.00 (-)0.09 (h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0.00 (i) Others (Specify) a) Foreign Portfolio Investors 1,061,405 0 1,061,405 1.56 1,550,547 0 1,550,547 2.28 (+)0.72 b) Alternate Investment Fund 0 0 0 0 16732 0 16732 0.03 (+)0.03 Sub-Total (B)(1) 7,538,701 260 7,538,961 11.09 7,943,908 260 7,944,168 11.68 (+)0.59 25


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    TIMKEN INDIA LIMITED Category of No. of Shares held at the No. of Shares held at the % of Shareholders beginning of the year end of the year Change during the Year Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares (2) Non- Institutions (a) Bodies Corp i. Indian 1429660 11367 1441027 2.12 1623336 11217 1634553 2.40 (+)0.28 ii. Overseas 0 0 0 0 0 0 0 0 0.00 (b) individuals i. Individual shareholders holding nominal share capital up to Rs. 1 lakh 4840308 2338531 7178839 10.55 4393566 2222881 6616447 9.74 (-)0.81 ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh 509143 0 509143 0.75 514882 0 514882 0.76 (+)0.01 (C) Others (Specify) 1 NRI 304975 1189 306164 0.45 237906 3135 241041 0.35 (-)0.10 2 Clearing Member 20012 0 20012 0.03 43055 0 43055 0.06 (+)0.03 3 OCB 0 0 0 0 0 0 0 0 0.00 4 Trust 5850 0 5850 0.01 5850 0 5850 0.01 0.00 5 Foreign Fortfolio Investor 0 0 0 0 0 0 0 0 0.00 Sub-Total (B)(2) 7109948 2351087 9461035 13.91 6818595 2237233 9055828 13.32 (-)0.59 Total Shareholding of Public = (B) (1) + (B) (2) 14648649 2351347 16999996 25.00 14762503 2237493 16999996 25.00 0.00 TOTAL (A)+(B) 65648637 2351347 67999984 100.00 65762491 2237493 67999984 100.00 0.00 C. Shares held by custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0.00 Grand Total (A+B+C) 65648637 2351347 67999984 100.00 65762491 2237493 67999984 100.00 0.00 26


  • Page 28

    THIRTY-FIRST ANNUAL REPORT (ii) Shareholding of Promoters: Sl.No Shareholders' Name Shareholding at the Shareholding at the % of beginning of the year end of the year Change during the Year No. of % of %of Shares No. of % of %of Shares Shares total Pledged / Shares total Pledged / Shares encumbered Shares encumbered of the to total of the to total company shares company shares 1 Timken 50,999,988 75.00 0 50,999,988 75.00 0 0.00 Singapore Pte. Ltd. Total 50,999,988 75.00 0 50,999,988 75.00 0 0.00 (iii) Change in Promoters' Shareholding ( please specify, if there is no change): Sl. Particulars Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total No. of shares % of total shares of the shares of the company company 1. Timken Singapore Pte. Ltd At the beginning of the year 50,999,988 75.00 50,999,988 75.00 Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons No change for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year - - 50,999,988 75.00 (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/decrease changes during the year during the year (DD/MM/YY) No. of % of total No. of % of total shares shares of shares shares of the company the company 1. SUNDARAM MUTUAL FUND A/C SUNDARAM SELECT MIDCAP At the beginning of the year 01/04/2017 1450012 2.13 1450012 2.13 At the end of the year 31/03/2018 - - 1450012 2.13 2. MOTILAL OSWAL MOST FOCUSED MIDCAP30 FUND At the beginning of the year 01/04/2017 647960 0.95 647960 0.95 Increase - Buy 02/06/2017 7541 0.01 655501 0.96 Increase - Buy 25/08/2017 29499 0.04 685000 1.01 Increase - Buy 01/09/2017 15000 0.02 700000 1.03 Increase - Buy 15/09/2017 7995 0.01 707995 1.04 27


  • Page 29

    TIMKEN INDIA LIMITED Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/decrease changes during the year during the year (DD/MM/YY) No. of % of total No. of % of total shares shares of shares shares of the company the company Increase - Buy 22/09/2017 22005 0.03 730000 1.07 Increase - Buy 29/09/2017 17000 0.03 747000 1.10 Increase - Buy 06/10/2017 4000 0.01 751000 1.10 Increase - Buy 20/10/2017 9000 0.01 760000 1.12 Increase - Buy 27/10/2017 10000 0.01 770000 1.13 Increase - Buy 31/10/2017 10000 0.01 780000 1.15 Increase - Buy 17/11/2017 9000 0.01 789000 1.16 Decrease- Sale 24/11/2017 41104 0.06 747896 1.10 Decrease- Sale 01/12/2017 403 0.00 747493 1.10 Decrease- Sale 08/12/2017 77493 0.11 670000 0.99 Increase - Buy 09/02/2018 9105 0.01 679105 1.00 Increase - Buy 23/02/2018 10895 0.02 690000 1.01 Increase - Buy 02/03/2018 10000 0.01 700000 1.03 At the end of the year 31/03/2018 - - 700000 1.03 3. HDFC STANDARD LIFE INSURANCE COMPANY LIMITED At the beginning of the year 01/04/2017 524901 0.77 524901 0.77 Increase - Buy 07/04/2017 21278 0.03 546179 0.80 Decrease- Sale 14/04/2017 319 0.00 545860 0.80 Decrease- Sale 21/04/2017 84 0.00 545776 0.80 Increase - Buy 19/05/2017 4224 0.01 550000 0.81 Decrease- Sale 19/05/2017 550000 0.81 0 0 At the end of the year 31/03/2018 - - 0 0 4. SUNDARAM MUTUAL FUND A/C SUNDARAM SMILE FUND At the beginning of the year 01/04/2017 457892 0.67 457892 0.67 Decrease- Sale 02/06/2017 1496 0.00 456396 0.67 Decrease- Sale 09/06/2017 1396 0.00 455000 0.67 Decrease- Sale 22/12/2017 5000 0.01 450000 0.66 Decrease- Sale 12/01/2018 4327 0.01 445673 0.66 At the end of the year 31/03/2018 - - 445673 0.66 28


  • Page 30

    THIRTY-FIRST ANNUAL REPORT Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/decrease changes during the year during the year (DD/MM/YY) No. of % of total No. of % of total shares shares of shares shares of the company the company 5. CANARA ROBECO MUTUAL FUND A/C CANARA ROBECO EMERGING EQUITIES At the beginning of the year 01/04/2017 390382 0.57 390382 0.57 Decrease- Sale 14/04/2017 20000 0.03 370382 0.54 Decrease- Sale 19/05/2017 8149 0.01 362233 0.53 Decrease- Sale 09/06/2017 30000 0.04 332233 0.49 Decrease- Sale 07/07/2017 15000 0.02 317233 0.47 Increase - Buy 06/10/2017 23879 0.04 341112 0.50 Decrease- Sale 08/12/2017 16112 0.02 325000 0.48 Increase - Buy 12/01/2018 32624 0.05 357624 0.53 At the end of the year 31/03/2018 - - 357624 0.53 6. L AND T MUTUAL FUND TRUSTEE LTD.- L AND T TAX ADVANTAGE FUND At the beginning of the year 01/04/2017 321307 0.47 321307 0.47 Decrease- Sale 26/05/2017 3672 0.01 317635 0.47 Decrease- Sale 02/06/2017 35606 0.05 282029 0.41 Decrease- Sale 09/06/2017 16000 0.02 266029 0.39 Decrease- Sale 18/08/2017 50000 0.07 216029 0.32 Decrease- Sale 30/03/2018 98487 0.14 117542 0.17 At the end of the year 31/03/2018 - - 117542 0.17 7. SBI INFRASTRUCTURE FUND At the beginning of the year 01/04/2017 300000 0.44 300000 0.44 At the end of the year 31/03/2018 - - 300000 0.44 8. L AND T MUTUAL FUND TRUSTEE LIMITED - L & T BUSINESS CYCLES FUND At the beginning of the year 01/04/2017 286986 0.42 286986 0.42 At the end of the year 31/03/2018 - - 286986 0.42 9. UTI - MNC FUND At the beginning of the year 01/04/2017 217290 0.32 217290 0.32 At the end of the year 31/03/2018 - - 217290 0.32 29


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    TIMKEN INDIA LIMITED Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/decrease changes during the year during the year (DD/MM/YY) No. of % of total No. of % of total shares shares of shares shares of the company the company 10. UTI- TRANSPORTATION AND LOGISTICS FUND At the beginning of the year 01/04/2017 194842 0.29 194842 0.29 At the end of the year 31/03/2018 - - 194842 0.29 11. HDFC STANDARD LIFE INSURANCE COMPANY LIMITED At the beginning of the year 01/04/2017 0 0.00 0 0.00 Increase - Buy 26/05/2017 550000 0.81 550000 0.81 Decrease- Sale 07/07/2017 28645 0.04 521355 0.77 Increase - Buy 21/07/2017 3645 0.01 525000 0.77 Increase - Buy 18/08/2017 50000 0.07 575000 0.85 Decrease- Sale 19/01/2018 25000 0.04 550000 0.81 Increase - Buy 02/02/2018 26032 0.04 576032 0.85 Increase - Buy 09/02/2018 4424 0.01 580456 0.85 Increase - Buy 16/02/2018 2111 0.00 582567 0.86 Increase - Buy 23/02/2018 40473 0.06 623040 0.92 Increase - Buy 02/03/2018 1960 0.00 625000 0.92 Increase - Buy 09/03/2018 52429 0.08 677429 1.00 Increase - Buy 16/03/2018 177 0.00 677606 1.00 Increase - Buy 23/03/2018 22394 0.03 700000 1.03 At the end of the year 31/03/2018 - - 700000 1.03 12. RELIANCE CAPITAL TRUSTEE CO. LTD.- A/C RELIANCE SMALL CAP FUND At the beginning of the year 01/04/2017 0 0.00 0 0.00 Increase - Buy 09/02/2018 83051 0.12 83051 0.12 Increase - Buy 23/02/2018 1720 0.00 84771 0.12 Increase - Buy 02/03/2018 4930 0.01 89701 0.13 Increase - Buy 30/03/2018 371225 0.55 460926 0.68 At the end of the year 31/03/2018 - - 460926 0.68 13 L AND T MUTUAL FUND TRUSTEE LTD.- L AND MID CAP FUND At the beginning of the Year 01/04/2017 154107 0.23 154107 0.23 Increase - Buy 07/07/2017 31793 0.05 185900 0.27 Increase - Buy 09/02/2018 10000 0.01 195900 0.29 At the end of the year 31/03/2018 - - 195900 0.29 30


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    THIRTY-FIRST ANNUAL REPORT (v) Shareholding of Directors and Key Managerial Personnel: Sl. For Each of the Directors Shareholding at the Cumulative Shareholding No. and KMP beginning of the year during the year No. of % of total No. of % of total shares shares of the shares shares of the company company 1. Priyashankar Das Gupta a) At the Beginning of the Year 1 0 1 0.00 b) Change during the Year No Change c) At the end of the Year - - 1 0.00 2. Ajay Kumar Das a) At the Beginning of the Year 16 0 16 0.00 b) Change during the Year No Change c) At the end of the Year - - 16 0.00 3. Soumitra Hazra a) At the Beginning of the Year 3 0 3 0.00 b) Change during the Year No Change c) At the end of the Year - - 3 0.00 4. Avishrant Keshava a) At the Beginning of the Year 2 0 2 0.00 b) Change during the Year No Change c) At the end of the Year - - 2 0.00 5. Bushen Lal Raina a) At the Beginning of the Year 150 0 150 0.00 b) Change during the Year No Change c) At the end of the Year - - 150 0.00 V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount in Rs.) Secured Loans Unsecured Deposits** Total excluding Loans* Indebtedness deposits Indebtedness at the beginning of the financial year i) Principal Amount - 83,986,116 22,584,987 106,571,103 ii) Interest due but not paid - - 1,763,636 1,763,636 iii) Interest accrued but not due - - Total (i+ii+iii) - 83,986,116 24,348,623 108,334,739 Change in Indebtedness during the financial year Addition - 509,175,663 4,893,095 514,068,758 Reduction - 433,780,265 1,947,651 435,727,916 Net Change - 75,395,398 2,945,444 78,340,842 Indebtedness at the end of the financial year i) Principal Amount - 159,381,513 25,235,987 184,617,500 ii) Interest due but not paid - - 2,058,080 2,058,080 iii) Interest accrued but not due - - Total (i+ii+iii) - 159,381,513 27,294,067 186,675,580 * Represents bills discounted with Banks with recourse to the Company with various maturity dates. ** Represents interest bearing deposits accepted from dealers/distributors which are repayable only upon termination of the agreement. 31


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    TIMKEN INDIA LIMITED VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Rs.) Sl. Particulars of Name of MD/WTD/Manager Total No. Remuneration Amount Mr. Sanjay Koul Mr. Avishrant (CMD & CEO) Keshava (WTD & CFO) 1 Gross salary (a) Salary as per provisions contained in 19,428,877.00 5,064,381.00 24,493,258.00 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax 3,314,563.00 457,807.00 3,772,370.00 Act, 1961 (c) Profits in lieu of salary under section 17(3) - - - Income-tax Act, 1961 2 Stock Option – – – 3 Sweat Equity – – – 4 Commission - as % of profit – – – - others, specify… – – – 5 Others, please specify – – – Total (A) 22,743,440.00 5,522,188.00 28,265,628.00 Ceiling as per the Act 1,43,174,693.00 B. Remuneration to other Directors: (Amount in Rs.) Sl. Particulars of Name of Directors Total No. Remuneration Amount 3. Independent Directors P S Dasgupta Jai S Pathak* Rupa Mahanty Bushen Lal Raina** l Fee for attending board / 450,000 180,000 580,000.00 50,000 1,260,000 committee meetings l Commission l Others, please specify Total (1) 450,000 180,000 580,000.00 50,000 1,260,000 4. Other Non-Executive Directors Ajay K Das – – - Total Amount l Fee for attending board / Nil – – Nil committee meetings l Commission l Others, please specify Total (2) 0 0 0 0 0 Total (B) = (1)+(2) 450,000 180,000 580,000.00 50,000 1,260,000 Total Managerial Remuneration* Nil Nil Nil Nil Nil Overall Ceiling as per the Act 14,317,469 * resigned w.e.f. 10 November, 2017 ** appointed w.e.f. 5 February, 2018 32


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    THIRTY-FIRST ANNUAL REPORT C. Remuneration to other Directors key managerial personnel other than MD/MANAGER/WTD: (Amount in Rs.) Sl. No. Particulars of Remuneration Key Managerial Personnel CEO* Company Secretary CFO* Total 1 Gross Salary (a) Salary as per provisions contained in - 4,229,968.00 - 4,229,968.00 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) - 79,948.00 - 79,948.00 Income-tax Act, 1961 (c) Profits in lieu of salary under section - - - - 17(3) Income-tax Act, 1961 2 Stock Option – – 3 Sweat Equity – – 4 Commission – – - as % of profit - others, specify… 5 Others, please specify – – Total (A) - 4,309,916.00 - 4,309,916.00 * Please refer to Part A VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of Brief Details of Authority Appeal the Companies Description Penalty / [RD / NCLT/ made, if any Act Punishment/ COURT] (give Details) Compounding fees imposed A. COMPANY Penalty Nil Punishment Nil Compounding Nil B. DIRECTORS Penalty Nil Punishment Nil Compounding Nil C. OTHER OFFICERS IN DEFAULT Penalty Nil Punishment Nil Compounding Nil For and on behalf of the Board of Directors Sanjay Koul Bengaluru Chairman & Managing Director 21 May, 2018 DIN: 05159352 33


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    TIMKEN INDIA LIMITED Annexure - VIII Management Discussion And Analysis Bearing Industry Structure and Development The estimated market size of anti-friction bearings in India is about INR 105 billion. The automotive sector accounts for about 47% of the demand and balance is to the industrial sector. Performance of your Company depends on the industry growth, investments and policy changes within these sectors. The Gross Domestic Product (GDP) at constant market prices for the financial year 2017-18 is estimated at Rs. 130 Trillion. It is estimated to grow at 6.6 per cent according to CSO compared to 7.1 per cent in 2016-17 and 8.2 per cent in 2015-16. The consumption is mostly driven by the government and the capital formation has slowed down compared to previous year. (y-o-y %) FY 16-17 (PE) FY 17-18 (AE) GDP @ market prices 7.1 6.6 GVA @ basic prices 6.6 6.1 Manufacturing 7.9 4.6 Private Consumption 7.3 6.1 Govt. Consumption 12.2 10.9 Gross Fixed Cap Formation 10.1 7.6 Exports 5.0 4.4 Imports 4.0 9.9 Source: CSO The Index of Industrial Production for the Mining and Manufacturing has improved over last few months whereas Electricity had shown downward trend in February, but it recovered well in March. The cumulative growth during April'17-March'18 has been 2.3%, 4.5% and 5.4% respectively over the corresponding period of previous year. IIP Base 2011-2012 = 100% Nikkei Manufacturing PMI in India 160 150 56 140 54 130 120 52 110 100 50 90 80 48 April March June August September October November December May July January February 46 Mining Manufacturing Electricity Apr 2017 Jul 2017 Oct 2017 Jan 2018 The Nikkei Manufacturing PMI for India has mostly seen expansion/growth except July'17 (when GST was implemented). Recent readings pointed to the weakest expansion in manufacturing sector since Oct'17 and employment rate fell for the first time in eight months. The rate of inflation for wholesale price index eased out at 2.47% in month of March'18; however, the consumer price index reached highest 5.28% in the month of Jan'18 and closed at 4.44% in Mar'18. The Reserve Bank of India revised the interest rate once during the period in August'17 from 6.25% to 6.0% and thereafter, has remained the same. 34


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    THIRTY-FIRST ANNUAL REPORT 6 USD to INR 65.5 5 65 Percentage 4 3 64.5 2 64 1 63.5 0 63 April - 17 May - 17 Jun - 17 Jul - 17 Aug - 17 Sep - 17 Oct - 17 Nov - 17 Dec - 17 Jan - 18 Feb - 18 Mar - 18 62.5 April - 17 May - 17 Jun - 17 Jul - 17 Aug - 17 Sep - 17 Oct - 17 Nov - 17 Dec - 17 Jan - 18 Feb - 18 Mar - 18 Month WPI CPI In terms of exchange rates against USD, Indian Rupee was steady in first few months but then fluctuated due to various internal and external factors. It has been depreciating for Jan-Mar'18. This affects most to bearing industry as about 40% of anti-friction bearing demand in India is met via imports. While Government has focus on Renewable Power, India is still mostly dependent on coal based power-generation contributing 197GW (57% of total generation). While the issues related to linkages are solved, coal shortage is still affecting the efficacy of power projects in the country. Coal mining grew to 689MnT but still significantly lower than target of 1,000MnT by 2020. With reducing tariff on Power, the wind based capacity addition was only 1.7GW current year compared to 5.5GW year before and way below target of 10GW. Steel industry has seen revival and posted healthy growth of 4.9 per cent YoY at 106MnT and bagged second position in world crude steel production. Domestic cement production during the year was at 298MnT with a growth of 6.4 per cent driven by housing demand and infrastructure push. Key Industries Performance 1400 1308 1300 1242 1160 1200 1109 1100 1000 900 800 672 689 700 600 500 400 280 298 293 306 300 200 101 106 100 0 Coal (MnT) Power (TwH) Steel (MnT) Cement (MnT) Rail Freight (MnT) M&HCV (Thousand) Apr’16 - Mar’17 Apr’17 - Mar’18 35


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    TIMKEN INDIA LIMITED Movement of goods shows the pulse of an economy. The Indian Railways transported over 1,160 MnT of freight between Apr'17-Mar'18 and recorded the highest-ever for the financial year. While the Medium & Heavy Commercial Vehicles (M&HCVs) production grew by just 4 per cent on 12 month period, the sales have grown by 19 per cent. The regulation related to the vehicle scrapping policy and emission norms is one of the drivers. Business Review The Timken Company, parent of your Company is one of the leading Bearing and Mechanical Power Transmission Company across the world and has been recognized as one of the world's most ethical companies by the Ethisphere Institute for the 8th straight year. Timken India Limited, established nearly three decades ago, has been growing and expanding footprints, customer base and products & services offerings in India. Your company has state-of-the-art tapered roller bearing manufacturing plant in Jamshedpur and Industrial Service Center in Raipur manufacturing, overhauling and upgrading Gearbox and system assemblies. With deep knowledge of metallurgy, tribology and mechanical systems, your Company closely works with Original Equipment Manufacturers to design and develop solutions as per application need. With about 50+ Industrial and 100+ Automotive channel partners, your Company reaches out to the end-markets to avail product & services and helps customers to improve reliability and efficiency of equipment, machinery and vehicles. Your Company believes in strategy to investing for future and get ready for the growth opportunity. One of the major initiatives is expanding through inorganic route and in July'17 your Company, entered into a definitive agreement to acquire ABC Bearings Ltd (subject to necessary approvals), a manufacturer of tapered and cylindrical roller bearings and industrial bearings including spherical roller bearings and slewing rings. ABC Bearings recorded sales of INR 1917 Mn in FY17-18. The company typically serves Commercial Vehicle and Agriculture market in India and is listed on the BSE, with its registered office in Mumbai and have manufacturing facilities in Bharuch, Gujarat, and Dehradun, Uttarakhand. The merger is going through approval procedures. The opportunity provides additional capacity, desired product portfolio manufacturing footprint and leadership in tapered roller bearing for key markets. Further strengthening “Make-in-India” story, your Company has inaugurated newly built state-of-the-art advanced Rail facility at Jamshedpur in addition to new lines for bearings and components, enhancing back-end supply chain capability and development of new sources. Partnering with customer to bring efficiency and enhance performance has been constant endeavor of MILLTEC® program. It provides round-the-clock customized service management of a steel mill's roll shop to minimize operational problems and downtime. Your Company operates at 13 sites and further expanding to cost-per-ton management contracts which fulfills the entire steel plant equipment's requirements. Following are some key achievements and awards received by Timken India: l Best safety award from JSW, Bellary MILLTEC site l Sustainability Award from Mahindra and Mahindra l Sustainable supplier award from TATA motors l Quality Focus , responsiveness and cost efficiency award from Spicer India l Platinum award for Delivery by Automotive Axles l Hallmark International Railway Industry Standard (IRIS) certification highly valued by global rail customers l Winner of Kaizen and Poka-yoke competition in Confederation of Indian Industries l Silver certificate of merit for manufacturing excellence by Frost & Sullivan & FICCI l Energy Management Certification- ISO 50001:2001 for Jamshedpur Plant l Indian Green Building Council - IGBC , Silver rating for our Jamshedpur Expansion project l Commitment for learning and development for driving business excellence by BML Munjal awards l Award for Responsible Business citizen and Indo US trade Driver for the year from IACC During the financial year under review, total Income grew by appx 13% primarily due to increase in domestic sales by appx 16% and export sales by appx 5%. Expenditure on the other hand registered an increase of appx 14% due to volume increase and inflationary pressure. Opportunities, Threats and Outlook Known for more than a century of expertise in tapered roller bearing, the Timken group has been transforming into wider solutions across Bearing and Mechanical Power Transmissions space. Leveraging the group knowhow, capabilities and acquisitions, your Company provides complete offering in mechanical drive train like belts, industrial chains and augurs, couplings, clutches lubrication systems and housed units. This further helps getting larger share of business at customer with Timken quality, reliability and service. 36


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    THIRTY-FIRST ANNUAL REPORT Your Company is continuously adding more channel footprint to penetrate General MRO market and address regional gaps with value added services to meet customer demands at doorstep. Expert service and engineering team engages with customer to solve problems to provide compact, energy efficient and cost effective solution. Custom application knowledge and optimum design considerations help customer realize extended life and lesser downtime. The year of 2018-19, government is expecting monsoon forecast meeting long term average hence the tractor demand likely to be positive. Construction activities and Cement consumption is expected to grow on the back of increased spends on roads and railways, push towards affordable housing by central government and implementation of RERA. Steel sector is expected to continue the growth chart and retain no.2 position worldwide amongst consolidation of Non-Performing Assets. Power generation is supposed to be going through challenges while the demand grows. The stalled projects in Wind and significantly lower tariffs have put operational pressures on coal based power generation. The new energy policy which phase out about 30GW of old plants likely to take time for replacements. Upgrades of Rail network, introducing new range of locomotives and faster travels create new growth opportunities. For Medium and Heavy Commercial Vehicles, the lever depends on implementation of BS-IV compliant vehicles and scraps policy as well as how early can the OEMs catch-up with the requirements. Major overhaul of taxation system with implementation of Goods and Service Tax in July'17 last year had certain teething issues and impact on the business but going forward it has become business enabler. While the small-medium scale businesses are impacted and still recovering, further reforms like e-way bill are speeding up the business volume and ease of doing business. In terms of threat, any adverse changes in the industrial environment or government policy making affecting our customers could lead to reduction in demand for their finished products, in turn can have a direct impact on the demand of our products. Low quality counterfeit or spurious products pose bigger risk to the end users and threat to the superior manufacturer. Efforts are being taken by manufactures to educate customers on the importance of using genuine high quality bearings and procured from authorized channel partner. Metal components are one of the key raw materials of our products. Prices and supply of raw materials may depend on factors beyond our control, including economic conditions, exchange rates, competition, consumer demand, production levels, transportation costs and import duties. Recent increase in input costs and depreciation of INR against global currency has severely impacted the costs of goods. Internal Control Systems The various internal control systems operating in the Company are working satisfactorily. The adequacy and effectiveness of these systems is continuously examined by the M/s Pricewaterhousecooper Private Limited - Internal Auditors and the findings of these audits are reported to the Audit Committee of the Board. The adequacy of the internal control system has also been examined by the Statutory Auditors and the Audit Department of The Timken Company, USA and the Company has not received any major adverse comment from them on the adequacy of the internal control systems. HR Front During the financial year under review, the Company did not witness any adverse development on the HR/IR front. The relationship between the Associates of the Company and the Management remains congenial all through-out the year. Cautionary Statement: Certain statements made in this report describing the industry structure and development, business outlook and opportunities may be “forward looking statement” within the meaning of applicable Securities law and Regulations. Actual results could materially differ from those expressed or implied. Important factors that could make difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statues and incidental factors. For and on behalf of the Board of Directors Sanjay Koul Bengaluru Chairman & Managing Director 21 May, 2018 DIN: 05159352 37


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    TIMKEN INDIA LIMITED Annexure - IX Corporate Governance Report Company's philosophy on code of governance Timken's mission, vision and core values guide the Company and this direction keeps the Company successfully working together, so as to enable us to make the world a more productive place and deliver value to our stakeholders. The Vision Statement of the Company expresses its aspiration to be the global leader in bearings and mechanical power transmission, continually improving performance, reliability and efficiency. This, it is believed, will help the Company in maximizing the shareholders' value. The Company's Standards of Business Ethics Policy - Code of Conduct is the foundation of its outstanding reputation for integrity, ethics and respect for the law. This code of conduct contains the moral and ethical standards by which each associate, officer and director of the Company is required to conduct the business activities of the Company. Every associate, officer and director needs to understand and adhere to these standards. Towards achieving these objectives, the Company has put in place a number of systems to ensure transparency in decision-making, empowerment at different levels, accountability and integrity. These systems are continuously monitored and fine-tuned so as to bring them in line with the changing requirements under various laws including of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Board of Directors Composition: The Company has an Executive Chairman under the designation 'Chairman & Managing Director' and the number of Independent Directors is 50% of the total number of Directors. The number of Non-Executive Directors is more than 50% of the total number of Directors. The Company has a Woman Director on its Board of Directors. The details about Directors on the Board, their attendance at the Board Meetings held during the year ended 31 March, 2018 and also at the last Annual General Meeting, the number of directorships and committee memberships held by them in other companies are given below: Name Category No. of Board Whether No. of No. of Committee Meetings attended Directorships positions held attended AGM held on in other in other during the 9 August, companies companies* financial 2017 year ended 31 March, 2018 Chairman Member Mr. Sanjay Koul Promoter Director, 5 Yes – – – (DIN: 05159352) Executive, Non-Independent Mr. P S Dasgupta Non-Executive, 4 Yes 16 2 5 (DIN: 00012552) Independent Mr. Jai S. Pathak(1) Non-Executive, 2 Yes 1 – – (DIN: 00026416) Independent Mr. Bushen Lal Raina(2) Non-Executive, 1 NA – – – (DIN:00182160) Independent Mrs. Rupa Mahanty Non-Executive, 5 Yes – – – (DIN: 06746148) Independent Mr. Ajay K Das Promoter Director 2 Yes – – – (DIN: 02697466) Non-Executive, Non-Independent Mr. Avishrant Keshava Promoter Director 5 Yes – – – (DIN: 07292484) Executive, Non-Independent (1) resigned w.e.f 10 November, 2017 (2) appointed w.e.f. 5 February, 2018 * as per sub regulation (b) of Regulation 26(1) of the Listing Regulations 38


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    THIRTY-FIRST ANNUAL REPORT No Director of the Company serves as an Independent Director in more than seven listed Companies and no Director serving as a Whole- time Director in any listed Company serves as an Independent Director in more than three listed Company. The Company is in receipt of declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors. The tenure of the Independent Directors of the Company is within the time limit prescribed under the Companies Act, 2013 and clarifications/circulars issued by the Ministry of Corporate Affairs in this regard from time to time. No Director of the Company is a member in more than ten committees or acts as Chairman of more than five committees across all companies in which he/she is a Director. The necessary disclosures regarding committee positions have been made by all the Directors. The Company has disclosed the terms and conditions of the appointment of Independent Directors on its website www.timken.com/en-in. During the financial year ended 31 March, 2018, five Board Meetings were held on 24 May, 2017, 4 July, 2017, 8 August, 2017, 10 November, 2017 and 5 February, 2018 and the gap between two consecutive meetings did not exceed 120 days. One meeting of the Independent Directors without participation of Non-Independent Directors and any management personnel was also held on 5 February, 2018. Information as required under PART-A of Schedule II of Listing Regulations has been made available to the Board. Disclosure of relationship between Directors inter-se No Director of the Company is related to another Director inter-se. Non-executive Directors' Shareholding Mr. P S Dasgupta holds 1 equity share, Mr. Ajay K Das holds 16 equity shares and Mr. Bushen Lal Raina holds 154 equity shares of the Company. Mrs. Rupa Mahanty does not hold any shares of the Company. The Company has not issued any convertible instrument. Familiarization Program During the year under review, a technical session was conducted for the Independent Directors on 10 November, 2017 as a part of familiarisation programme. The details of which are as follows: l India Team - driven by a strong leadership team l India - A Land of Opportunities l Building a $10 Trillion Economy l Looking Forward - Human Development, Institutional Development and enablers l Mega Trends Creating Opportunities for Timken - Sustainability & Efficiency (Urbanization, Infrastructure development, population growth and energy) l Antifriction bearing market ~$1.Bn l Manufacturing footprint l Competitive Position - Timken with ABC, Schaeffler, SKF and NRB l Timken in India - Milestone l Improving Timken Shareholder Value  Three Strategic Pillars for 2020  Increase business penetration  For Timken Global - a major sourcing destination for product and service  Create infrastructure to export wide range of commodities l Monetize Timken India Limited market cap l ABC Bearing acquisitions - including status & update Familiarization programmes conducted for Independent Directors so far have been disclosed on Company's website and can be seen at: www.timken.com/en-in. Audit Committee The Audit Committee enjoys all the powers as mentioned in Regulation 18 (2) (c) of Listing Regulations. The role of the Audit Committee is as per what is stated in Part C (A) of Schedule II of Listing Regulations read with Section 177 of the Companies Act, 2017 and Rules framed thereunder. The Audit Committee mandatorily reviewed the information prescribed in Schedule II, Part C (B) of Listing Regulations at each of its meeting. The Company has complied with all the requirements of Regulation 18(1) of Listing Regulations relating to composition of the Audit Committee. Mr. P S Dasgupta, an Independent, Non-executive Director acted as the Chairman of the Audit Committee during the year ended 31 March, 2018. Mr. Dasgupta, as Chairman of the Audit Committee, was present at the Thirtieth Annual General Meeting of the Company held on 9 August, 2017. During the financial year ended 31 March, 2018, five Audit Committee Meetings were held on 24 May, 2017, 4 July, 2017, 8 August, 2017, 10 November, 2017 and 5 February, 2018. 39


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    TIMKEN INDIA LIMITED During the year ended 31 March, 2018, the composition of the Audit Committee and the details of meetings attended by the members thereof were as follows: Name of the Members Category No. of Meetings attended Mr. P S Dasgupta Non-Executive 4 Chairman Independent Mr. Sanjay Koul Promoter Director 5 Member Executive Non-Independent Mr. Jai S. Pathak* Non-Executive 2 Member Independent Mr. Bushen Lal Raina** Non-Executive NA Member Independent Mrs. Rupa Mahanty Non-Executive 5 Member Independent * resigned w.e.f 10 November, 2017 **appointed w.e.f. 5 February, 2018 Audit Committee Meetings were also attended by the representatives of Internal Auditors and Statutory Auditors. As required under law, Company Secretary & Chief - Compliance acted as the Secretary of the Audit Committee. Nomination and Remuneration Committee The role of the Nomination and Remuneration Committee is as per what is described in Part D (A) of the Schedule II of the Listing Regulations. The Nomination and Remuneration Committee comprises four directors all of whom are Non-executive Directors and more than fifty percent of the members are Independent Directors. The Chairperson of the Committee is an Independent Director. During the year ended 31 March, 2018, one meeting of the Nomination and Remuneration Committee was held on 5 February, 2018. During the year ended 31 March, 2018, the composition of the Nomination and Remuneration Committee and details of meeting attended by members thereof were as follows: Name of the Members Category Attendance (5 February, 2018) Mrs. Rupa Mahanty Non-Executive Yes Chairperson Independent Mr. P S Dasgupta Non-Executive Yes Member Independent Mr. Jai S. Pathak* Non-Executive NA Member Independent Mr. Bushen Lal Raina** Non-Executive NA Member Independent Mr. Ajay K Das Non-Executive Yes Member Non-Independent * resigned w.e.f 10 November, 2017 **appointed w.e.f. 5 February, 2018 As required under law, Company Secretary & Chief Compliance acted as the Secretary of the Nomination and Remuneration Committee. Performance evaluation criteria The Nomination and Remuneration Committee of the Board has laid down the following performance evaluation criteria for the Independent Directors: 1. Active participation and contribution to discussions in Board Meetings 2. Effective use of knowledge and expertise of the directors towards the growth and betterment of the Company 3. Commitment to the highest ethical standards and values of the Company 4. Compliance with the policies of the Company and other applicable laws and regulations 5. Independence of behaviour and judgment 6. Impact and influence Performance evaluation of the Independent Directors has been done by the entire Board of Directors excluding the evaluated Director and the same forms the basis to determine whether to extend or continue the tenure of the Independent Directors. 40


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    THIRTY-FIRST ANNUAL REPORT Remuneration of Directors Except for sitting fees paid to the Independent Directors for attending the meetings of the Board or Committees thereof, the Company does not have any pecuniary relationship or transactions with Non-executive Directors. As per Company's policy, Independent Directors of the Company were paid remuneration by way of sitting fees only. The Company paid remuneration by way of salary & allowance, perquisites (fixed components) and Performance Incentive (variable component) to the Chairman & Managing Director and Whole-time Director being the executive directors on the Board of Directors of the Company, after obtaining the requisite approvals. As per practices consistently followed by the Company, Performance Incentives (variable component) were based on the performance criteria laid down at the beginning of the year broadly taking into account the profit targets set for the year under review. Criteria for making payment to Directors are disclosed in the Nomination and Remuneration Policy, attached to the Board's Report marked as Annexure - II. Details of Remuneration of Directors for year 2017-18 Non-Executive Directors Name of the Director Sitting Fees (Rs.) Mr. P. S. Dasgupta 450,000 Mr. Jai S. Pathak* 180,000 Mrs. Rupa Mahanty 580,000 Mr. Ajay K Das - Mr. Bushen Lal Raina** 50,000 * resigned w.e.f. 10 November, 2017 **appointed w.e.f. 5 February, 2018 Executive Directors (In Rupees) Name of the Director Salary & Allowances Perquisites Performance Incentive Stock Options Mr. Sanjay Koul 13,883,491 8,166,244 6,276,686 NIL Mr. Avishrant Keshava 4,216,498 1,481,927 1,314,514 NIL The terms of appointment of the Executive Directors are governed by the applicable provisions of the law and such appointment is subject to termination by either party by giving three months' notice unless termination at a shorter notice is mutually agreed by the concerned Executive Director and the Board of Directors of the Company. As per terms of appointment, none of the Executive Directors is entitled to receive any severance fees. Stakeholders Relationship Committee The Stakeholders Relationship Committee is entrusted with the responsibility to consider and resolve grievances of shareholders including complaints relating to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc. and also to authorize registration of transfer of shares, issue of duplicate / new certificates, etc. During the year ended 31 March 2018, one meeting of the Stakeholders Relationship Committee was held on 5 February, 2018. 41


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    TIMKEN INDIA LIMITED During the year ended 31 March, 2018, the composition of the Stakeholders Relationship Committee and details of meeting attended by the members thereof were as follows: Name of the Members Category Attendance (5 February, 2018) Mrs. Rupa Mahanty Non-Executive Yes Chairperson Independent Mr. Sanjay Koul Executive Yes Member Non-Independent Mr. Ajay K Das Non-Executive Yes Member Non-Independent As required under law, Company Secretary & Chief - Compliance acted as the Secretary of the Stakeholders Relationship Committee. Mr. Soumitra Hazra, Company Secretary & Chief-Compliance is Compliance Officer under Listing Regulations. Generally, approval of the members of Stakeholders Relationship Committee is obtained through circular resolutions for effecting registration of transfer of shares, issue of duplicate / new certificates and other issues involving investor services. In addition, status reports, inter-alia, on share price movement and investors' profile were circulated periodically to the members of the Stakeholders Relationship Committee. The status on investors' queries/complaints during the financial year ended on 31 March, 2018 is given below: No. Particulars Q1 Q2 Q3 Q4 Total as on 31.3.2018 1. Number of shareholders' complaints received so far 172 236 215 229 852 2. Number not solved to the satisfaction of shareholders 0 0 0 0 0 3. Number of pending complaints 0 0 1* 0 0 *Since resolved in Q4. General Body Meetings Location, date and time of the last three Annual General Meetings held during the last three years: Year Location Date Day Time No. of Special Resolutions 2014-15 Tangerine Conference Hall 12 August, 2015 Wednesday 10 am 3 Lemon Tree Hotel, Plot No. 54B/55A, Hosur Main Road, Electronic City, Phase I, Bangalore - 560 100 2015-16 Tangerine Conference Hall 10 August, 2016 Wednesday 10 am – Lemon Tree Hotel, Plot No. 54B/55A, Hosur Main Road, Electronic City, Phase I, Bangalore - 560 100 2016-17 Tangerine Conference Hall 9 August, 2017 Wednesday 10 am – Lemon Tree Hotel, Plot No. 54B/55A, Hosur Main Road, Electronic City, Phase I, Bangalore - 560 100 Note: No Special Resolution was required to be passed in 2017-18 through Postal Ballot. However, for approving the Scheme of Amalgamation between ABC Bearings Limited and Timken India Limited and their respective shareholders and creditors, approval of the 42


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    THIRTY-FIRST ANNUAL REPORT members representing majority in number and holding not less than 3/4th shares was obtained inter-alia through postal ballot as per the order of NCLT Bengaluru Bench. A summary of voting through e-voting, postal ballot and poll at such meeting is given below: Particulars Remote E-Voting Postal Ballot Polling at the Consolidated Voting Results Meeting No. of No. of No. of No. of No. of No. of Total No. of % of Total No. of % of total Members Valid Members Valid Member/ Valid Members Members Votes cast number of Voted votes cast Voted votes cast Proxy Voted votes cast Voted voted valid votes cast Voted in favour of the Resolution 210 5,54,57,119 66 8,500 68 2,78,656 344 98.85 5,57,44,275 99.99 Voted against the Resolution 3 363 1 4 0 0 4 1.15 367 0.01 Total Votes 213 5,54,57,482 67 8,504 68 2,78,656 348 100 5,57,44,642 100 Invalid Votes - - - - - - - - - - As per NCLT order, Mr. Soumitra Hazra acted as a scrutinizer for postal ballot process. Means of Communication Quarterly results of the Company were communicated through newspaper insertions and intimation to the Stock Exchanges and were also displayed on the Company's website. Quarterly results were published in Economic Times (English) and Samyukta Karnataka (Kannada). The financial results were also displayed on the Company's website at www.timken.com/en-in. Official press release or presentation made to investors is available on Company's website. General Shareholders Information 1. AGM 10 August, 2018, 10.00 AM at Tangerine Conference Hall, Lemon Tree Hotel, Plot No. 54B/55A, Hosur Main Road, Electronic City, Phase I, Bengaluru - 560 100 2. Financial Calendar The financial year covers - 1 April, 2017 to 31 March, 2018. 3. Dividend Payment Date - 4. Name and address of each stock Equity Shares of the Company are presently listed on the following Stock Exchanges: exchanges(s) at which the Company's Securities are listed The National Stock Exchange of India Limited BSE Limited and a confirmation about “Exchange Plaza” Phiroze Jeejeebhoy Towers payment of annual listing fees Bandra Kurla Complex Dalal Street Bandra (E), Mumbai - 400 051 Mumbai - 400 001 The Company has paid annual listing fees to the above Stock Exchanges for the year 2018-19. Steps have been taken to get the Equity Share delisted from Magadh Stock Exchange. 5. Stock Code 522113 (BSE), TIMKEN (NSE) 6. Market Price Data Monthly High/Low of Market Prices of the Company's Equity Shares, traded on the BSE Limited, Mumbai during the financial year ended 31 March, 2018: (source : www.bseindia.com) Month High (Rs.) Low (Rs.) April 2017 747.45 630.00 May 2017 737.45 661.25 June 2017 712.45 647.20 July 2017 815.40 661.00 August 2017 736.80 666.05 September 2017 818.85 702.00 October 2017 798.00 749.25 November 2017 921.65 767.10 December 2017 915.60 851.00 January 2018 1008.00 870.00 February 2018 903.00 776.00 March 2018 789.00 680.00 43


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    TIMKEN INDIA LIMITED 7. Performance in comparison Performance of the Company’s Share Prices in comparison of the BSE Sensex is given to broad-based indices such below: as BSE Sensex, CRISIL Index etc. 1200.00 40000 35000 1000.00 30000 Sensex (Points) 800.00 Price (Rs.) 25000 600.00 20000 15000 400.00 10000 200.00 5000 0.00 0 6 6 6 6 r-1 -1 6 -1 ul-1 16 16 -1 16 -1 6 17 17 -1 7 p y n J ug - ep - ct v- ec n- b- ar A M a Ju A S O N o D J a Fe M Price (Rs.) Sensex (Points) 8. Securities are suspended Not Applicable from trading 9. Registrars & Share Transfer Agent C B Management Services (P) Limited P-22, Bondel Road, Kolkata - 700 019 Phone No. 033 40116700 10. Share Transfer System Requests for registration of transfer of shares held in physical form may be lodged with C B Management Services (P) Limited at Kolkata or may also be sent to Company Secretary & Chief - Compliance at the Registered Office of the Company at Bangalore. All valid requests for registration of transfer are normally processed within 10 - 12 days from the date of receipt of the documents, if the same are complete in all respect. A Committee of the Board under the title “Stakeholders Relationship Committee” has been entrusted with the authority, inter-alia, to approve registration of transfer of shares. Further as per SEBI notification No SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 no sale or purchase of share will be allowed in physical form w.e.f 180 days from the date of publication of the said notification in the official gazette. 11. Distribution of Share holding The distribution of shareholding as on 31st March,2018 is given below: Range (Rs.) Accounts Shares % 1 – 5000 50453 5267505 7.75 5001 – 10000 834 631616 0.93 10001 – 20000 361 524324 0.77 20001 – 30000 93 236487 0.35 30001 – 40000 44 155993 0.23 40001 – 50000 28 132162 0.19 50001 – 100000 59 436558 0.64 100001 and above 97 60615339 89.14 51969 67999984 100.00 44


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    THIRTY-FIRST ANNUAL REPORT 12. Dematerialisation of The Company has arrangements with National Securities Depositories Ltd. (NSDL) as Shares and liquidity well the Central Depository Services (India) Ltd. (CDSL) for Demat facility. As on 31 March, 2018, 96.71% of the Company's Equity Share Capital is dematerialized. The Equity shares of the Company are listed as aforesaid and are regularly traded on BSE and NSE, Mumbai. 13. Outstanding GDRs/ ADRs/ Nil Warrants or any convertible instruments, conversion date and likely impact on equity 14. Commodity price risk or foreign exchange risk and hedging Reference - Notes No. 36 to Accounts activities 15. Plant location The Company’s Plants are located at : l Bara, P.O. Agrico, Jamshedpur – 831 009. l 1403/4 G. E. Road, Sy. No. 46 and 1403/5, Raipur, Chhattisgarh - 490 042. 15. Address for correspondence Investor related queries may be addressed to the following addresses : Company Secretary C B Management Services (P) Limited & Chief – Compliance P-22, Bondel Road Timken India Limited Kolkata – 700 019 39-42, Electronic City, Tel. No. 033 – 40116700, 40116725, Phase II, Hosur Road, 40116729 Bangalore – 560 100 e-mail: rta@cbmsl.com Tel. No. 080 – 41362000 Fax No. 080 – 41362010 e-mail: soumitra.hazra@timken.com Other Disclosures There was no materially significant related party transaction that may have potential conflict with the interest of the Company at large during the financial year 2017-18. Senior management personnel have declared that during the year ended 31 March, 2018, the Company did not enter into transaction in which they had personal interest. Details of non-compliance by the Company, penalties and strictures imposed on the Company by the Stock Exchange / SEBI or any statutory authority on any matters related to capital markets during the last three years - NIL. The Company has adopted a Whistle Blower Policy in terms of which the Directors and Associates of the Company have access to “The Timken Helpline”, a toll free phone number that any associate can call, if he has any concern or question, which he is not willing to discuss face to face with his Supervisor, Manager or a Member of the Human Resource Team or Senior Management. This Helpline is available around the clock, every day. No call tracing or recording devices are ever used and if the Associate so wishes, he may remain completely anonymous. In terms of the said policy, associates of the Company have got direct access to the Chairman of the Audit Committee to report matters of exceptional nature. The Company follows the open door policy and adequate safeguards have been provided against victimization of the reporting directors/associates. The Whistle blower Policy of the Company is disclosed on the Company's website at www.timken.com/en-in. The Company does not have any subsidiary Company and therefore, policy for determining 'material' subsidiaries is not applicable. Policy on dealing with material related party transactions is disclosed on the website of the Company and can be seen at: https://www.timken.com/en-in/investors/policies/ . The Compliance with Corporate Governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of Sub-regulation (2) of Regulation 46 of Listing Regulations has been disclosed in this report. The Company has complied with all the mandatory requirements in terms of Regulation 27 and Schedule V(C) of Listing Regulations. The status on compliance with non-mandatory requirements is as below: A. Chairman of the Board - The Chairman of the Board of Directors being Executive Director under the designation Chairman & Managing Director, these provisions are not applicable. 45


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    TIMKEN INDIA LIMITED B. Shareholders' Rights - Half-yearly declaration of financial performance are not currently sent to each of the household of Shareholders but are published in terms of Regulation 47(3) of Listing Regulations in certain newspapers and also sent to the Stock Exchanges. Besides, all the quarterly / half-yearly / annual financial results are published on the Company's website. C. Audit Qualification - The Auditors' Report on the Company's financial statements does not contain any qualification. D. Separate posts of Chairperson and Chief Executive Officer - Currently the posts of Chairman and Chief Executive Office are held by the same person designated as Chairman & Managing Director. E. Reporting of Internal Auditor - Pricewaterhouse & Co. Bangalore LLP was the Internal Auditors for 2017-18 and during the tenure, they reported to the Audit Committee of the Board. For and on behalf of the Board of Directors Sanjay Koul Bengaluru Chairman & Managing Director 21 May, 2018 DIN: 05159352 CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE To The Members of Timken India Limited I have examined all the relevant records of Timken India Limited (“the Company”) for the purpose of certifying compliance of the conditions of the Corporate Governance under the SEBI (LODR) Regulations, 2015 for the financial year ended 31st March 2018. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of certification. The compliance of conditions of corporate governance is the responsibility of the Management. My examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid Regulations, 2015. R Vijaykumar & Co., 21 May 2018 R Vijayakumar, Practicing Company Secretary Bangalore FCS No. 6418; C P No.8667 46


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    THIRTY-FIRST ANNUAL REPORT Annexure - X Declaration in terms of Schedule V (D) of Listing Regulations - Code of Conduct This is to confirm that the Company has adopted Business Ethics Policy - Code of Conduct for its employees and members of the Board of Directors. This code is posted on Company's website. I confirm that the Company has received from the Senior Management Team of the Company and from the members of the Board of Directors a declaration of compliance with the code for the financial year ended 31 March, 2018. For the purpose of this declaration, Senior Management Team means members of management one level below the executive directors as on 31 March, 2018. For and on behalf of the Board of Directors Sanjay Koul Bengaluru Chairman & Managing Director 21 May, 2018 DIN: 05159352 Annexure - XI BUSINESS RESPONSIBILITY REPORT SECTION A: GENERAL INFORMATION ABOUT THE COMPANY 1. Corporate Identity Number (CIN) of the Company L29130KA1996PLC048230 2. Name of the Company Timken India Limited 3. Registered address 39-42, Electronic City, Phase II, Hosur Road, Bengaluru - 560 100 4. Website www.timken.com/en-in 5. E-mail id soumitra.hazra@timken.com 6. Financial Year reported 2017-18 7. Sector(s) that the Company is engaged in (industrial activity code-wise) 2814 - manufacture of bearings, gears, gearing and driving elements (as per NIC 2008) 8. List three key products/services that the Company manufactures/provides 1. Bearings; (as in balance sheet) 2. Components; and 3. Maintenance and refurbishment Services 9. Total number of locations where business activity is undertaken by the Company (a) Number of International Locations (Provide details of major 5) Nil (b) Number of National Locations 1. Jamshedpur 2. Raipur 3. Bengaluru 4. Delhi 5. Kolkata 6. Pune 10. Markets served by the Company Local/State / National /International Local, State, National and International 47


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    TIMKEN INDIA LIMITED SECTION B: FINANCIAL DETAILS OF THE COMPANY 1. Paid up Capital (INR) 679.89 M 2. Total Turnover (INR) 12726 M 3. Total profit after taxes (INR) 920 M* 4. Total Spending on Corporate Social Responsibility (CSR) 2.92% (with respect to 3 above) as percentage of profit after tax (%) 5. List of activities in which expenditure in 4 above has been incurred: (1) Preventive Healthcare, (2) Environmental Sustainability, (3) Safe Drinking Water, (4) Promotion of Sports. * Excluding other comprehensive income SECTION C: OTHER DETAILS 1. Does the Company have any Subsidiary Company/ Companies? No 2. Do the Subsidiary Company/Companies participate in the BR Not Applicable Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s) 3. Do any other entity/entities (e.g. suppliers, distributors etc.) that The Company collaborates with all relevant the Company does business with; participate in the BR initiatives stakeholders including suppliers, distributors and of the Company? If yes, then indicate the percentage of such other entities as part of the business responsibility entity/entities? [Less than 30%, 30-60%, More than 60%] initiatives of the Company. At present, the number of entities which directly or indirectly participate in the above initiatives is estimated to be less than 30%. SECTION D: BR INFORMATION 1. Details of Director/Directors responsible for BR: (a) Details of the Director/Directors responsible for implementation of the BR Policy/Policies 1. DIN Number 07292484 2. Name Mr. Avishrant Keshava 3. Designation Business Controller- India, CFO and Whole-time Director (b) Details of the BR head No. Particulars Details 1. DIN Number (if applicable) 07292484 2. Name Mr. Avishrant Keshava 3. Designation Business Controller- India, CFO and Whole-time Director 4. Telephone number 080-41362000 5. e-mail id avishrant.keshava@timken.com 48


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    THIRTY-FIRST ANNUAL REPORT SECTION D: BR INFORMATION (Contd.) 2. Principle-wise (as per NVGs) BR Policy/Policies (a) Details of compliance (Reply in Y/N) No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 1 Do you have a policy/ policies for.. ü ü ü ü ü ü ü ü ü 2 Has the policy being formulated in consultation with ü ü ü ü ü ü ü ü ü the relevant stakeholders? 3 Does the policy conform to any national / international ü ü ü ü ü ü ü ü ü standards? If yes, specify? (50 words) 4 Has the policy being approved by the Board? Is yes, has it ü ü ü ü ü ü ü ü ü been signed by MD/ owner/ CEO/ appropriate Board Director? 5 Does the Company have a specified committee of the Board/ ü ü ü ü ü ü ü ü ü Director/ Official to oversee the implementation of the policy? 6 Indicate the link for the policy to be viewed online? http://www.timken.com/EN-IN/INVESTORS/Pages/Policies.aspx 7 Has the policy been formally communicated to all relevant ü ü ü ü ü ü ü ü ü internal and external stakeholders? 8 Does the Company have in-house structure to implement ü ü ü ü ü ü ü ü ü the policy/ policies. 9 Does the Company have a grievance redressal mechanism ü ü ü ü ü ü ü ü ü related to the policy/ policies to address stakeholders' grievances related to the policy/ policies? 10 Has the Company carried out independent audit/ evaluation ü ü ü ü ü ü ü ü ü of the working of this policy by an internal or external agency? (b) If answer to the question at serial number1against any principle, is 'No', please explain why: (Tick up to 2 options) No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 1. The Company has not understood the Principles 2. The Company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles 3. The Company does not have financial or manpower resources available for the task Not Applicable 4. It is planned to be done within next 6 months 5. It is planned to be done within the next 1 year 6. Any other reason (please specify) 3. Governance related to BR (a) Indicate the frequency with which the Board of Directors, Committee At least once annually of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year (b) Does the Company publish a BR or a Sustainability Report? Company Publish Business Responsibility Report as part of What is the hyperlink for viewing this report? How frequently it Annual Report and it can be accessed at the website of is published? the Company at http://www.timken.com/en-in 49

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