avatar Timken Industrial Services LLC Services

Pages

  • Page 1

    TIMKEN INDIA LIMITED nd 32 Annual Report I 2018-19


  • Page 2

    THIRTY-SECOND ANNUAL REPORT TIMKEN INDIA LIMITED Board of Directors Registered Office (As on 1 July, 2019) CIN: L29130KA1996PLC048230 Chairman & Managing Director Mr. Sanjay Koul 39-42, Electronic City, Directors Mr. P. S. Dasgupta Phase II, Hosur Road, 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 1 July, 2019) 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 9-52 Mr. Ajay K Das Independent Auditors’ Report 53-60 Corporate Social Responsibility Committee Balance Sheet 61 Chairman Mr. Sanjay Koul Statement of Profit & Loss 62 Members Mr. Bushen Lal Raina Mr. Avishrant Keshava Statement of Changes in Equity 63 Cash Flow Statement 64-65 Risk Management Committee Notes to Financial Statements 66-102 Chairman Mr. Sanjay Koul Members Mr. Avishrant Keshava Five years at a Glance 103 Mr. S. Sivaramakrishnan Graphs 104 1


  • Page 3

    TIMKEN INDIA LIMITED Chairman’s Statement Dear Shareholders, We are pleased to inform you that we have ended yet another successful year with satisfactory results. Our total income grew by appx. 32%, despite an increasingly challenging operating environment. The year 2018-19 was a profound year with many achievements. With our acquisition of ABC Bearings, we made significant progress with a variety of new product lines. The acquisition helped us to expand our capacity, our customer base and our ability to increase participation in local and export markets. It was also a proud moment for us when India’s first engineless Train 18 was rolled out with Timken Bearings. Also known as Vande Bharat Express, the train is capable of running at a speed of up to 160kmph. Being part of this historic moment was a feather in our cap. Our accomplishments would not be as meaningful if we did not achieve them responsibly. We continue to implement responsible business practices, in our operations, in our supply chain, and with our stakeholders. For example, 1.267MWp solar panels were installed at both our Rail facility and our general Plant in Jamshedpur, resulting in emission reductions of more than 400,000 kg of CO2 and ~ INR 1.2 Million in power savings. During the year, we also continued to prioritize social initiatives in energy, environment, hygiene; we also provided scholarship grants to needy children and supported many health-related initiatives. In an environment where clients are challenged to grow their top line, our experienced engineers help to solve our customers' most difficult challenges, creating enduring value. Moving forward, we will continue to invest in our capability building to secure long-term profitable growth. We will strive to focus on innovation not just for growth, but to drive efficiency. Last but not the least; we will consistently endeavor to create an environment for our people to continually develop new ways to meet the needs of our clients. We remain confident in our strategic direction as well as in our people, products, partners and programs. I would like to thank my Timken colleagues for their efforts in fiscal year 2018-19 and our shareholders for their continued support. Sincerely, Sd/- Sanjay Koul Chairman & Managing Director DIN: 05159352 2


  • Page 4

    THIRTY-SECOND ANNUAL REPORT Board’s Report To the Members, The Board of Directors has pleasure in presenting the 32nd Annual Report of the Company for the year ended 31 March, 2019. Financial Summary (Rs./Million) Particulars Financial Year ended Financial Year ended 31 March, 2019 31 March, 2018 Revenue from Operations 16,644 12,518 Add: Other Income 163 208 Total Income 16,807 12,726 Less: Total Expenditure (14,569) (11,329) Profit before tax (PBT) 2,238 1,397 Less: Tax expenses (752) (477) Net Profit after tax (PAT) 1,486 920 Add: Other Comprehensive Income 3 7 Total Comprehensive Income 1,489 927 It may please be recalled that the Board of Directors of the Company at its Meeting held on 4 July, 2017 and Shareholders and Creditors at their respective meetings held on 1 February, 2018, approved a Scheme of Amalgamation and Arrangement amongst ABC Bearings Limited (‘ABC’) and Timken India Limited and their respective shareholders and creditors. During the year, the said Scheme was approved by the respective Benches of the National Company Law Tribunal (‘NCLT’), at Bengaluru and Mumbai and ABC amalgamated with Timken India Limited with effect from August 30, 2018 on going concern basis. In terms of the aforesaid approval, 1 May, 2018 was determined as the appointed date. The financials pertaining to erstwhile ABC’s operation have been consolidated with that of the Company with effect from 1 May, 2018 for the purpose of preparing of the financial statements for the year ended/as on 31 March, 2019. The said financial statements have been prepared in accordance with Indian Accounting Standards (“Ind-AS”). During the financial year under review, total Income grew by appx. 32%, primarily due to increase in domestic sales by 42% – increase in all front-end units – mobile, distribution and process and consolidation of sales of ABC with that of the Company. Export sales also increased by 12%. Increase in expenditure could be attributed to volume increase, expenses relating to merger and impact of inflation. PBT increased by 60% primarily because of volume/mix-variance. Tax expenses though increased in absolute terms, the effective rate of income tax has remained at 34.17% - same as previous year. There is no reportable exceptional item for the year 2018-19. Finance The Company continues to remain debt free and generated adequate cash flow to meet its working capital needs. Pending investment of surplus 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 29% while the average number of inventory days registered a marginal increase from 87 days as on 31 March, 2018 to 95 days as on 31 March, 2019. Similarly, receivables at the year end also registered an increase compared to that of previous year. The average number of days outstanding for domestic receivables registered a marginal increase from 54 days as on 31 March, 2018 to 55 days as on 31 March, 2019 and that of export increased from 81 days as on 31 March, 2018 to 115 days as on 31 March, 2019. The business of the Company has not undergone any change in the financial year under review. Reserves The Board of Directors of the Company has decided not to transfer any amount to reserves during the financial year under review. 3


  • Page 5

    TIMKEN INDIA LIMITED Allotment of Shares pursuant to the Scheme of Amalgamation During the year under review, pursuant to the Scheme of Amalgamation, the Company allotted 72,18,750 Equity Shares of Rs. 10 each on 3 September, 2018 to the Shareholders of ABC whose names appeared in the register of members as on the record date fixed for this purpose in the ratio of 5 Equity Shares of Rs. 10 each of Timken India Limited for 8 Equity Shares of Rs. 10 each held in ABC. 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 the 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, 2019 out of the profits of the Company for the year 2018-19. The payment is subject to approval of shareholders at ensuing Annual General Meeting (’AGM’) of the Company to be held on 12 August, 2019 and will be paid within time limit as prescribed in the applicable provisions of law. Investor Education and Protection Fund In terms of the relevant provisions of the Companies Act, 2013 (the ‘Act’), the unclaimed amount pertaining to dividend paid by ABC for the financial year 2011-12 along with underlaying shares wherever applicable would be due for transfer to Investor Education and Protection Fund (‘IEPF’) in the month of August, 2019. During the year, the Company transferred unclaimed dividend amount of Rs. 2,08,77,720 pertaining to the Company and Rs. 7,86,180 pertaining to ABC to IEPF as per applicable Rules. During the year, the Company also transferred 6,65,339 equity shares pertaining to the Company and 9,426 equity shares of the Company pertaining to ABC of Rs. 10 each to IEPF. Board Meetings Four Board meetings were held during the financial year 2018-19. For details please refer Annexure - I. In addition to the above, one meeting of the Independent Directors was also held on 7 February, 2019 without participation of Non- Independent Directors and Senior Managerial Personnel. This meeting was attended by all the Independent Directors of the Company. Directors and Key Managerial Personnel During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel. Pursuant to the approval accorded by the shareholders at 31st Annual General Meeting held on 10 August 2018, re-appointment of Mr. P S Dasgupta (DIN: 00012552), as an Independent Director for a further period of five years has become effective from 1 April, 2019. Mr. Avishrant Keshava (DIN: 07292484), Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment at the 32nd Annual General Meeting. Annual Declarations from Independent Directors The Company has received necessary declarations from all Independent Directors of the Company under Section 149(7) of the Act, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). Audit Committee Meetings Four Meetings of the Audit Committee were held during the financial year 2018-19. For details, please refer Annexure - I. Recommendations of the Audit Committee to the Board of Directors During the financial year 2018-19, the Board of Directors of the Company accepted all the recommendations put forward to it by the Audit Committee of the Board. 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. 4


  • Page 6

    THIRTY-SECOND ANNUAL REPORT Nomination and Remuneration Committee One Meeting of the Nomination and Remuneration Committee was held during the financial year 2018-19. 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 7 February, 2019 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 Annual General Meeting. 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 in the areas such as strategic, operational, financial, market, compliance and information technology. Descriptions for each of the risks identified in each of these areas in the Risk Matrix are documented and recorded in a structured format 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, analyzed and strategy for mitigation 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. Corporate Social Responsibility During the year, the Company spent Rs 2,80,98,698/-on the Corporate Social Responsibility (’CSR’) activities. CSR Policy (its implementation and development) and annual report on CSR activities is 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/W100018), have been appointed as the Statutory Auditors of the Company for a period of 5 years from conclusion of 30th Annual General Meeting (’AGM’) till 35th AGM. In terms of the Companies (Amendment) Act, 2018, the earlier requirement of ratification of the appointment of statutory auditors is no longer required to be taken at subsequent four AGMs. Hence, this item has not been included in the Notice convening the 32nd AGM. 5


  • Page 7

    TIMKEN INDIA LIMITED 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 2018-19 in terms of Section 204 of the Act and M/s R Vijayakumar & Co., has since submitted the Secretarial Audit Report, a copy of which is annexed to this report marked as Annexure - V. Cost Audit In terms of Section 148 of the Act, the Company is required to maintain cost records and have audit of its records by Cost Accountants. The Company has maintained the cost records as required under Section 148 of the Act. The Cost Audit for 2018-19 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, 2019 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 2017-18 was filed on 29 August, 2018 (within the stipulated due date). During the year, ABC amalgamated with the Company w.e.f. 30 August, 2018 with appointed date as 1 May, 2018. ABC has a manufacturing plant at Bharuch, cost audit of which is required to be carried out for the financial year 2018-19. The Cost Auditors of the Company - M/s. Shome & Banerjee will carry out cost audit of the Bharuch plant for the period 01 May 2018 to 31 March, 2019 at an additional remuneration of Rs 1,50,000/-. Agenda item for ratification of additional remuneration payable to Cost Auditors has been included in the notice convening 32nd AGM. 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 2019-20 and pursuant to 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 ensuing AGM. 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 material qualification, reservation or adverse remark or disclaimer having adverse impact on the Company. 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 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 transaction can be seen at www.timken.com/en-in. In terms of applicable provisions of laws, details of related party transactions are given in financial statements. Listing with Stock Exchanges The Company confirms that it has paid the Annual Listing Fees for the financial year 2019-20 to National Stock Exchange of India Limited and BSE Limited where the Company’s Shares are listed. Annual Return As required pursuant to Section 92(3) of the Act and 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. Further, a copy of Annual Return filed during the year under review is placed on the Company’s website: www.timken.com/en-in. 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


  • Page 8

    THIRTY-SECOND ANNUAL REPORT Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Sl. No Particulars Remarks (A) Conservation of energy: 1. Jamshedpur Plant has taken many steps for energy conservation: 1. Steps taken / impact on conservation of energy i) Variable Frequency Drives (VFD) installed in all high-power consuming utility equipment. ii) Heat retardant paint applied to Furnaces in Heat treat to lower the skin temperature and thereby avoiding heat and energy losses. iii) LED lights installed for reduction in power consumption. iv) Motion sensors installed in Offices/ Toilets/Meeting rooms/stores to auto cut off power in case of no occupancy thereby adding to energy conservation. Bharuch Plant has installed relay outing of office areas to save energy by reducing AC load 2. Steps taken by the company for utilizing alternate sources 2. Following steps were taken by Company in Jamshedpur to of energy including waste generated utilize alternate sources of energy: i) A bio gas plant for treating food waste of capacity 250 kg/day installed near Employee canteen having a potential of avoiding 8-9 LPG cylinders per month. ii) Solar panels installed in Rail, Roller and standard Bearing roofs with potential of 1.27 MWP 3. Capital investment on energy conservation equipment 3. Rs. 94.54 Lakhs (B) Technology absorption: 1. Efforts, in brief, made towards technology absorption. Under the Collaboration Agreement, technology update is released from The Timken Company which is transferred to the 2. Benefits derived as a result of the above efforts, e.g., shop floor instructions at Jamshedpur. Any improvement in the product improvement, cost reduction, product technology / process is part of this continuous update and this is development, import substitution, etc. being regularly monitored by The Timken Company personnel. It has helped in development of Indian sources for products which has reduced cost and time. Further, Bharuch Plant has initiated a process to develop Timken® products in co-ordination with the Timken Company in addition to producing Timken VR branded products w.r.t. design as prescribed by The Timken Company. } 3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), Manufacture of Bearings and its Component following information may be furnished: 1991-92 onwards. For ABC Bearings Division – the process has a. Details of technology imported. started in FY 2018-19 b. Year of import. It is being gradually absorbed and is continuous process. Ongoing in the areas of machining, heat treatment and c. Whether the technology been fully absorbed finishing to make further improvements in the manufacturing d. If not fully absorbed, areas where absorption has not taken process, product quality and production output in Jamshedpur place, and the reasons therefore and Bharuch. 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 2018-19 (Rs./million) 2017-18 (Rs./million) (i) Foreign Exchange Earnings 3,928 3,467 (ii) Foreign Exchange Outgo 3,815 3,348 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


  • Page 9

    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 Deposit as defined in the Act and Rules framed thereunder, during the financial year 2018-19. 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 financial year 2018-19, 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 complaints during the year 2018-19. Disclosure regarding shares issued by the Company Sweat Equity Share The Company has not issued any Sweat Equity Share and therefore the disclosure norms are not applicable to the Company. Shares with differential Rights The Company has not issued any Share with differential rights and therefore the disclosure norms are not applicable to the Company. Shares under Employees Stock Option Scheme The Company does not have any stock option scheme and therefore 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 the disclosure norms are not applicable to the Company. Buy Back of Shares The Company has not bought back any Equity Share and therefore the disclosure norms are not applicable to the Company. Disclosures on Secretarial Standards During the year under review, the norms of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India were complied. Acknowledgment The Directors acknowledge that the performance of the Company during the year 2018-19 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 Sd/- Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 1 July, 2019 DIN: 05159352 8


  • Page 10

    THIRTY-SECOND 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, 2019, four Board Meetings were held on 21 May, 2018; 10 August, 2018; 5 November, 2018 and 7 February, 2019. 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 & Promoter Director 4 (DIN: 05159352) Managing Director Executive, Non-Independent Mr. P S Dasgupta Director Non-Executive, 4 (DIN: 00012552) Independent Mrs. Rupa Mahanty Director Non-Executive, 4 (DIN: 06746148) Independent Mr. Bushen Lal Raina Director Non-Executive, 4 (DIN: 00182160) Independent Mr. Ajay K Das Director Promoter Director 1 (DIN: 02697466) Non-Executive, Non- Independent Mr. Avishrant Keshava Business Controller - India Promoter Director 4 (DIN: 07292484) CFO & Whole-time Director Executive, Non-Independent Audit Committee During the year ended 31 March, 2019, four Audit Committee Meetings were held on 21 May, 2018; 10 August, 2018; 5 November, 2018 and 7 February, 2019. 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 4 (DIN: 05159352) Executive, Non-Independent Mrs. Rupa Mahanty Member Non-Executive, 4 (DIN: 06746148) Independent Mr. Bushen Lal Raina Member Non-Executive, 4 (DIN: 00182160) Independent 9


  • Page 11

    TIMKEN INDIA LIMITED Nomination and Remuneration Committee During the year ended 31 March, 2019, one Meeting of Nomination and Remuneration Committee was held on 7 February, 2019. 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. Bushen Lal Raina Member Non-Executive, P (DIN: 00182160) Independent Mr. Ajay K Das Member Promoter Director A (DIN: 02697466) Non-Executive, Non- Independent Stakeholders Relationship Committee During the year ended 31 March, 2019, one Meeting of Stakeholders Relationship Committee was held on 7 February, 2019. Generally, approvals of the Committee are obtained through circular resolutions. Update on Investors Services is also communicated through circulation of reports at regular intervals. The Composition of Stakeholders Relationship 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. Sanjay Koul Member Promoter Director P (DIN: 05159352) Executive, Non-Independent Mr. Ajay K Das Member Promoter Director A (DIN: 02697466) Non-Executive, Non- Independent Corporate Social Responsibility Committee During the year ended 31 March, 2019, approvals of the Committee were obtained through resolutions by way of circulation. Composition - Mr. Sanjay Koul (Chairman), Mr. Bushen Lal Raina and Mr. Avishrant Keshava. Integration Committee During the year ended 31 March, 2019, a meeting of Integration Committee of the Board was held on 3 September, 2018, for allotment of 72,18,750 equity shares of Rs. 10 each pursuant to the Scheme of Amalgamation. The said meeting was attended by Mr. Sanjay Koul (Chairman) & Mr. Avishrant Keshava. Composition - Mr. Sanjay Koul (Chairman), Mr. Ajay K Das and Mr. Avishrant Keshava. Risk Management Committee During the year ended 31 March, 2019, 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 Sd/- Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 1 July, 2019 DIN: 05159352 10


  • Page 12

    THIRTY-SECOND 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 Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 as defined in the Act and/or SEBI LODR. 3. Roles of the Committee The Committee shall: l Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; l Formulation of criteria for evaluation of performance of independent directors and the board of directors; l Devising a policy on diversity of board of directors; l Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal; and 11


  • Page 13

    TIMKEN INDIA LIMITED l Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; l Recommend to the Board all remuneration in whatever form payable to senior management. 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


  • Page 14

    THIRTY-SECOND ANNUAL REPORT 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. 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. 13


  • Page 15

    TIMKEN INDIA LIMITED 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 Lakh 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 Quorum for a meeting of the Committee shall be either two members or one third of the members of the Committee, whichever is greater, including at least one Independent Director. 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 Sd/- Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 1 July, 2019 DIN: 05159352 14


  • Page 16

    THIRTY-SECOND ANNUAL REPORT Annexure - III Ratio of Remuneration Details as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended (i) the ratio of the remuneration of each director to the median Employee to CMD Ratio : 1:16.8 remuneration of the employees of the company for the financial Employee to WTD Ratio : 1:5.1 year; (ii) the percentage increase in remuneration of each director, Chief 8% - 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 9.6% employees in the financial year; (iv) the number of permanent employees on the rolls of company; 1225 as on 31st March 2019 (including Union & Salaried Operators) (v) average percentile increase already made in the salaries of 9-9.7% employees other than the managerial personnel in the last There have been no exceptions made, all hikes were made financial year and its comparison with the percentile increase in as per Company's 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 Sd/- Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 1 July, 2019 DIN: 05159352 15


  • Page 17

    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 and including overview of projects or programs financial support. Strengthening our communities is important not only to the communities where we operate, proposed to be undertaken and a reference to but also to the employees in those communities and to the ongoing success of the Company. The Company's CSR the web-link to the CSR policy and projects or vision includes (i) Consult with local communities to identify needs (ii) Partnering with organizations of repute programs. 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 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, 2019 : Mr. Sanjay Koul - Chairman Mr. Bushen Lal Raina - Member Mr. Avishrant Keshava - Member 3 Average net profit of the company for last Rs. 1,39,05,05,108 three financial years 4. Prescribed CSR Expenditure (two per cent. of Rs. 2,78,10,102 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. 2,78,10,102 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 Education Hensal, Jharkhand 23,00,000 1,07,00,000 Implementing Agency construction of new classrooms and renovation of existing infrastructures at Chhotanagpur Inter College 92,60,102 2 Student scholarship scheme for Education Pune, Aurangabad 69,60,102 69,60,102 Implementing Agency higher education Nanded, Mumbai Raipur, Indore Rajkot , Vadodara Bharuch 3 Towards financial support to Indian Promoting Vijayanagar, Karnataka 25,00,000 25,00,000 75,00,000 Implementing Agency Institute of Sport, professional training Sports centre in Vijaynagar, Karnataka by subscribing to Bronze Partnership 4 Financial support for providing poor Preventive Bharuch, Gujrat 1,55,00,000 1,55,00,000 1,55,00,000 Implementing Agency and needy people including the healthcare underprivileged tribe people of Bharuch and adjoining area with medical facilities 5 Financial Support for installation of Environmental Himachal Pradesh 3,83,596 3,83,596 62,68,959 Implementing Agency portable solar power devices to sustainability provide electricity to remote villages in Himachal Pradesh Region 6 Administration expenses -conducting Administration – 4,55,000 4,55,000 – NA due diligence through Dun and expenses Bradstreet TOTAL 2,80,98,698 2,80,98,698 4,69,29,061 16


  • Page 18

    THIRTY-SECOND 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 Sd/- Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 1 July, 2019 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


  • Page 19

    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. 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 shall be calculated in accordance with the provision of Section 198 of the Companies Act, 2013 and shall not include such sums as prescribed. 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


  • Page 20

    THIRTY-SECOND 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. Quorum: Two members or 1/3rd of total strength, which ever 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. 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) allocate budget to each of the CSR activities and the CSR Partners; (v) undertake all necessary steps to implement the CSR activities in accordance with the implementation schedule; (vi) monitor the CSR activities in such manner as prescribed in this Policy; (vii) 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; (viii) 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; (ix) 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. 19


  • Page 21

    TIMKEN INDIA LIMITED (ii) The Core CSR Group shall procure 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 ongoing 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 ongoing 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


  • Page 22

    THIRTY-SECOND ANNUAL REPORT Annexure - V Form No. MR-3 Secretarial Audit Report For the Financial year ended 31 March, 2019 [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 2019 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, 2019 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. However there has been negligible delay in transferring unclaimed dividend / shares of ABC Bearings Limited (Transferor Company) to the Investor Education Protection Fund Account, in the course of merger process. 21


  • Page 23

    TIMKEN INDIA LIMITED 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. 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. Allotment of Shares: The Integration Committee of the Board of Directors at their meeting held on 03 Sep 2018 allotted 72,18,750 Equity Shares of the Company at Rs.10 each as fully paid as per share exchange ratio mentioned in the scheme of amalgamation and arrangements amongst ABC Bearings Limited (Transferor Company) and Timken India Limited (Transferee Company) and their respective Shareholders and Creditors. Sd/- R Vijaykumar & Co., R Vijaykumar Place : Bangalore Practicing Company Secretary Date : 21 May, 2019 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. Sd/- R Vijaykumar & Co., R Vijaykumar Place : Bangalore Practicing Company Secretary Date : 21 May, 2019 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 Companies Act 2013 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, 2019, 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 - 88.00 Purchase and sale of goods Based on Transfer Appropriate Advances paid Limited Agency Commission (Income) - 12.84 on the basis of purchase orders Pricing guidelines/ approvals in terms of have been (Holding Company) Purchase of Goods - 21.28 raised by the buyer - ongoing in nature. market rates/ the management adjusted against Expenses Receivable - 12.67 Reimbursement of actual approval system have billing, wherever Dividend Paid - 51.00 Agency commission income - pursuant to expenses incurred been taken in all the applicable. a Representative Agreement - ongoing cases. Timken Engineering and Research- Expenses Receivable - 63.75 in nature. India Pvt Ltd Expenses Payable - 104.72 (Fellow Subsidiary of the Purchase of Goods - 402.04 same holding Company) Sale of Goods - 158.17 Expenses receivable and payable - Purchase of DEPB Licenses - 83.90 pursuant to Service Agreement - 23 ongoing in nature. New Delhi Law Offices Expense Paid / Payable - 1.07 Referrals/requests based on merit - as (Firm where a director is a Partner) and when required. Mr. Sanjay Koul Short-term employment benefits - 34.60 5 Years from the date of appointment / As approved by the Post employment benefits - 0.74 as Director shareholders at the AGM Other long-term benefits - 0.59 Expanses paid - 0.07 Mr. Avishrant Keshava Short-term employment benefits - 7.52 5 Years from the date of appointment As approved by the Post employment benefits - 0.24 as Director shareholders at the AGM Other long-term benefits - 0.19 Expanses paid - 0.02 Mr. PS Dasgupta Sitting Fees paid - 0.45 Mrs. Rupa Mahanty Sitting fees paid - 0.49 Ongoing As per the rules of the Expenses reimbursed - 0.07 Company Mr. Bushen Lal Raina Sitting Fees paid - 0.45 Expenses reimbursed - 0.02 Mr. Soumitra Hazra Short-term employment benefits - 4.84 Post employment benefits - 0.23 Other long-term benefits - 0.18 For and on behalf of the Board of Directors Sd/- Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 1 July, 2019 DIN: 05159352 THIRTY-SECOND ANNUAL REPORT


  • Page 25

    TIMKEN INDIA LIMITED Annexure - VII Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31 March, 2019 [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 Private 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 94.81 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 67.80% 2(46) 51, Changi Business Park, Central 2, #08-06/07 The Signature Building Singapore - 486066 24


  • Page 26

    THIRTY-SECOND 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 67.80 (7.20) (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 67.80 (7.20) Total Shareholding of Promoter = (A) (1) + (A) (2) 50,999,988 0 50,999,988 75.00 50,999,988 0 50,999,988 67.80 (7.20) (B) Public Shareholding (1) Institutions (a) Mutual Funds 6358015 0 6358015 9.35 5556724 3227 5559951 7.39 (-)1.96 (b) Banks/FI 15358 260 15618 0.02 20800 1975 22775 0.03 (+)0.01 (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) 3256 0 3256 0.00 3902 0 3902 0.01 (+)0.01 (h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0.00 (i) Others (Specify) a) Foreign Portfolio Investors 1550547 0 1550547 2.28 1770590 281 1770871 2.35 (+)0.07 b) Alternate Investment Fund 16732 0 16732 0.03 20232 0 20232 0.03 0 Sub-Total (B)(1) 7943908 260 7944168 11.68 7500020 5732 7505752 9.81 (1.87) 25


  • Page 27

    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 1623336 11217 1634553 2.40 5117733 3462 5121195 6.81 (+)4.41 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 4393566 2222881 6616447 9.74 5437023 1531633 6968656 9.26 (-)0.48 ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh 514882 0 514882 0.76 1841996 0 1841996 2.45 (+)1.69 (C) Others (Specify) 1 NRI 237906 3135 241041 0.35 256409 2727 259136 0.34 (-)0.01 2 Clearing Member 43055 0 43055 0.06 20352 0 20352 0.03 (-)0.03 3 OCB 0 0 0 0 1776874 0 1776814 2.36 (+)2.36 4 Trust 5850 0 5850 0.01 6208 0 6208 0.01 0.00 5 IEPF 0 0 0 0 718577 0 718577 0.96 (+)0.96 Sub-Total (B)(2) 6818595 2237233 9055828 13.32 15175172 1537822 16712994 22.22 (+)8.90 Total Shareholding of Public = (B) (1) + (B) (2) 14762503 2237493 16999996 25.00 22675192 1543554 24218746 32.20 (+)7.20 TOTAL (A)+(B) 65762491 2237493 67999984 100.00 73675180 1543554 75218734 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) 65762491 2237493 67999984 100.00 73675180 1543554 75218734 100.00 0.00 26


  • Page 28

    THIRTY-SECOND 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 67.80 0 7.20 Singapore Pte. Ltd. Total 50,999,988 75.00 0 50,999,988 67.80 0 7.20 (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 Change due to allotment of new shares to the shareholders of for increase / decrease (e.g. erstwhile ABC as per share exchange ratio allotment / transfer / bonus/ sweat equity etc): At the End of the year - - 50,999,988 67.80 (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/ changes during the year during the year decrease No. of % of total No. of % of total (DD/MM/YY) 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 01/04/2018 1450012 2.13 1450012 2.13 Decrease- Sale 03/08/2018 11133 0.02 1438879 2.12 Decrease- Sale 17/08/2018 6136 0.01 1432743 2.11 Decrease- Sale 24/08/2018 2743 0.00 1430000 2.10 Decrease- Sale 31/08/2018 13590 0.02 1416410 2.08 Decrease- Sale 07/09/2018 1797 0.00 1414613 1.88 Decrease- Sale 28/09/2018 14613 0.02 1400000 1.86 Decrease- Sale 01/03/2019 10000 0.01 1390000 1.85 At the end of the year 31/03/2019 - - 1390000 1.85 27


  • Page 29

    TIMKEN INDIA LIMITED Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/ changes during the year during the year decrease No. of % of total No. of % of total (DD/MM/YY) shares shares of shares shares of the company the company 2. HDFC LIFE INSURANCE COMPANY LIMITED At the beginning of the year 01/04/2018 700000 1.03 700000 1.03 Increase - Buy 07/04/2018 25000 0.04 725000 1.07 Increase - Buy 20/04/2018 74916 0.11 799916 1.18 Increase - Buy 27/04/2018 84 0.00 800000 1.18 Decrease- Sale 06/07/2018 3326 0.00 796674 1.17 Decrease- Sale 13/07/2018 2224 0.00 794450 1.17 Increase - Buy 03/08/2018 5550 0.01 800000 1.18 Increase - Buy 31/08/2018 25000 0.04 825000 1.21 Increase - Buy 07/09/2018 75000 0.10 900000 1.20 Increase - Buy 28/09/2018 50000 0.07 950000 1.26 Increase - Buy 05/10/2018 25000 0.03 975000 1.30 Increase - Buy 12/10/2018 5418 0.01 980418 1.30 Increase - Buy 26/10/2018 19582 0.03 1000000 1.33 Increase - Buy 02/11/2018 24698 0.03 1024698 1.36 Increase - Buy 09/11/2018 302 0.00 1025000 1.36 Increase - Buy 30/11/2018 125000 0.17 1150000 1.53 Increase - Buy 07/12/2018 3778 0.01 1153778 1.53 Increase - Buy 14/12/2018 2305 0.00 1156083 1.54 Increase - Buy 04/01/2019 3061 0.00 1159144 1.54 Increase - Buy 11/01/2019 9454 0.01 1168598 1.55 Increase - Buy 18/01/2019 4204 0.01 1172802 1.56 Increase - Buy 25/01/2019 2198 0.00 1175000 1.56 Increase - Buy 22/02/2019 25000 0.03 1200000 1.60 At the end of the year 30/03/2019 1200000 1.60 3. MOTILAL OSWAL MIDCAP 30 FUND At the beginning of the year 01/04/2018 700000 1.03 700000 1.03 Increase - Buy 07/04/2018 20000 0.03 720000 1.06 Increase - Buy 27/04/2018 10000 0.01 730000 1.07 Decrease- Sale 25/05/2018 200000 0.29 530000 0.78 Decrease- Sale 01/06/2018 40000 0.06 490000 0.72 Decrease- Sale 08/06/2018 32000 0.05 458000 0.67 Decrease- Sale 15/06/2018 58000 0.09 400000 0.59 Decrease- Sale 06/07/2018 150000 0.22 250000 0.37 Decrease- Sale 10/08/2018 3173 0.00 246827 0.36 28


  • Page 30

    THIRTY-SECOND ANNUAL REPORT Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/ changes during the year during the year decrease No. of % of total No. of % of total (DD/MM/YY) shares shares of shares shares of the company the company Decrease- Sale 17/08/2018 9827 0.01 237000 0.35 Decrease- Sale 31/08/2018 657 0.00 236343 0.35 Decrease- Sale 31/08/2018 236343 0.35 0 0.00 At the end of the year 31/03/2019 - - 0 0 4. RELIANCE CAPITAL TRUSTEE CO. LTD. A/C RELIANCE SMALL CAP FUND At the beginning of the year 01/04/2018 460926 0.68 460926 0.68 Increase Buy 30/11/2018 165700 0.22 626626 0.83 At the end of the year 31/03/2019 - - 626626 0.83 5. SUNDARAM MUTUAL FUND A/C SUNDARAM SMALL CAP FUND At the beginning of the year 01/04/2018 445673 0.66 445673 0.66 Decrease- Sale 22/06/2018 1673 0.00 444000 0.65 At the end of the year 31/03/2019 - - 444000 0.59 6. CANARA ROBECO MUTUAL FUND A/C CANARA ROBECO EMERGING EQUITIES At the beginning of the year 01/04/2018 357624 0.53 357624 0.53 Decrease- Sale 19/10/2018 25921 0.03 331703 0.44 Decrease- Sale 26/10/2018 1015 0.00 330688 0.44 Decrease- Sale 02/11/2018 10000 0.01 320688 0.43 Decrease- Sale 16/11/2018 39853 0.05 280835 0.37 Decrease- Sale 23/11/2018 280835 0.37 0 0.00 At the end of the year 31/03/2019 - - 0 0.00 7. SBI INFRASTRUCTURE FUND At the beginning of the year 01/04/2018 300000 0.44 300000 0.44 At the end of the year 31/03/2019 - - 300000 0.40 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 Decrease- Sale 08/03/2019 6392 0.01 280594 0.37 Decrease- Sale 15/03/2019 13594 0.02 267000 0.35 Decrease- Sale 22/03/2019 9828 0.01 257172 0.34 Decrease- Sale 29/03/2019 3132 0.00 254040 0.34 At the end of the year 31/03/2019 - - 254040 0.34 29


  • Page 31

    TIMKEN INDIA LIMITED Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/ changes during the year during the year decrease No. of % of total No. of % of total (DD/MM/YY) shares shares of shares shares of the company the company 9. SUNDARAM INDIA MIDCAP FUND At the beginning of the year 01/04/2018 286617 0.42 286617 0.42 At the end of the year 31/03/2019 - - 286617 0.38 10. SUNDARAM MUTUAL FUND A/C SUNDARAM INFRASTRUCTURE ADVANTAGE FUND At the beginning of the year 01/04/2018 167509 0.25 167509 0.25 Increase - Buy 06-04-2018 50000 0.07 217509 0.32 Decrease- Sale 10-08-2018 6548 0.01 210961 0.31 Decrease- Sale 17-08-2018 5694 0.01 205267 0.30 Increase - Buy 28-09-2018 157257 0.21 362524 0.48 At the end of the year 31/03/2019 - - 362524 0.48 11. EMSONS LEASING COMPANY PVT. LTD. At the beginning of the year 01/04/2018 0 0.00 0 0.00 Increase - Buy 28/09/2018 580450 0.77 580450 0.77 At the end of the year 31/03/2019 - - 580450 0.77 12. MIPCO INVESTMENTS PVT. LTD. At the beginning of the year 01/04/2018 0 0.00 0 0.00 Increase - Buy 28/09/2018 542174 0.60 542174 0.72 At the end of the year 31/03/2019 - - 542174 0.72 13. MANOWAY INVESTMENTS PRIVATE LIMITED At the beginning of the Year 01/04/2018 0 0.00 0 0.00 Increase - Buy 03/09/2018 455039 0.60 455039 0.60 At the end of the year 31/03/2018 455039 0.60 30


  • Page 32

    THIRTY-SECOND 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 0.00 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 0.00 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 0.00 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 0.00 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 0.00 150 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 - 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 Change in Indebtedness during the financial year Addition - 833,972,438 6,125,880 840,098,318 Reduction - 762,550,708 2,365,232 764,915,940 Net Change - 71,421,730 3,760,648 75,182,378 Indebtedness at the end of the financial year i) Principal Amount - 230,803,243 28,524,320 259,327,563 ii) Interest due but not paid - - 2,530,395 2,530,395 iii) Interest accrued but not due - - - - Total (i+ii+iii) - 230,803,243 31,054,715 261,857,958 * 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


  • Page 33

    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 2,44,33,861.00 61,53,119.00 3,05,86,980.00 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax 69,86,008.00 16,32,238.00 86,18,246.00 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) 3,14,19,869.00 77,85,357.00 3,92,05,226.00 Ceiling as per the Act 22,85,53,608.00 B. Remuneration to other Directors: (Amount in Rs.) Sl. Particulars of Name of Directors Total No. Remuneration Amount 3. Independent Directors P S Dasgupta Rupa Mahanty Bushen Lal Raina** l Fee for attending board / 4,50,000 4,90,000 4,50,000 13,90,000 committee meetings l Commission l Others, please specify Total (1) 4,50,000 4,90,000 4,50,000 13,90,000 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 Total (B) = (1)+(2) 4,50,000 4,90,000 4,50,000 13,90,000 Total Managerial Remuneration* Nil Nil Nil Nil Overall Ceiling as per the Act 2,28,55,361 * The company pays sitting fees of Rs.50,000 for attending each Board Meeting and Rs. 40,000 for attending each Committee Meeting to its Independent Directors. This payment is not considered while computing the ceiling for Managerial Remuneration under the Companies Act, 2013. 32


  • Page 34

    THIRTY-SECOND 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 - 48,49,631.00 48,49,631.00 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) - 78,275.00 78,275.00 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) - 49,27,906.00 49,27,906.00 * 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 Sd/- Sanjay Koul Place: Bengaluru Chairman & Managing Director Date : 1 July, 2019 DIN: 05159352 33


  • Page 35

    TIMKEN INDIA LIMITED Annexure – VII Management Discussion & Analysis Bearing Industry Structure & Development The estimated consumption of anti-friction bearings in India is about Rs. 95 to 105 billion. While the demand for bearings is directly influenced by industrial and manufacturing activity in India, export markets provide additional opportunity for Indian anti-friction bearing manufacturers. At the same time, Indian demand for anti-friction bearings is also met through imports. Advance estimates of national income published by Central Statistical Office, Government of India (CSO, GOI) indicates 7.2% growth in GDP during 2018-19 over previous year. The General Index of industrial production (Source: CSO, GOI) is estimated to have grown by 4% during Apr’18-Feb’19 over corresponding period of previous year. Automotive sector is a major consumer of bearings. As per the flash figures published by Society of Indian Automobile Manufacturers (SIAM), commercial vehicle production grew 24.2% during Apr’18-Mar’19 over prior year period. During the same period, passenger vehicles production remained flat. Performance of core sector gave a boost to the industry. As per figures published by Office of the Economic Adviser, Production of Coal, Steel, Cement and Power grew by 7%, 5%, 13% and 5% respectively. Business Review Your Company, Timken India Limited (TIL) is one of the leading players in the Indian anti-friction bearings, mechanical power transmission products and services sector. The parent Company of TIL, The Timken Company has been recognized as one of the world’s most ethical companies by the Ethisphere Institute for the ninth straight year. Your Company has been growing and expanding footprints, customer base and products and services offerings in India. Your Company has state-of-the-art tapered roller bearing manufacturing plant in Jamshedpur and Bharuch. With deep knowledge of metallurgy, tribology and mechanical systems, your Company closely works with Original Equipment Manufacturers to design and develop solution 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 customer to improve reliability and efficiency of equipment, machinery and vehicles. In August 2018, the merger of ABC Bearings Limited with TIL was completed. This merger provides your Company with manufacturing footprint for Cylindrical Roller Bearings, Spherical Roller Bearings and Slewing Bearings. Integration activities are on and will be an ongoing activity. Your Company believes in being a strategic technology partner for Customer. Train-18, India’s fastest train runs on Timken Bearings. Your Company takes pride in providing significant value to customers. Following are some of key recognition received from customers and other certifying agencies: l On-Time delivery award by Terex in Sept’18 l Received Authorized Economic Operator (AEO) certificate from Central Board of Excise & Customs. During the financial year under review, total Income grew by approximate 32%, primarily due to increase in domestic sales by 42% – increase in all front-end units – mobile, distribution, process and consolidation of sales of ABC with that of the Company. Export sales also increased by 12%. Increase in expenditure could be attributed to volume increase, expenses relating to merger and impact of inflation. PBT increased by 60% primarily because of volume/mix-variance. Tax expenses though increased in absolute terms, the effective rate of income tax has remained at 34.17% - same as previous year. There is no reportable exceptional item for the year 2018-19. During the year, there has not been any significant change in key financial ratios. During the year, the entire industry went through significant commodity cost increases coupled with India Rupee depreciation. Your Company has been able to retain the profitability to a large extent. 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. 34


  • Page 36

    THIRTY-SECOND 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 demand. Expert service and engineering team engages with customer solving problems and demanding needs to take desired load with more compact, energy efficient and cost-effective solution. Custom application knowledge and optimum design considerations help customer realize extended life and lesser downtime. Make in India, an initiative by Government of India aims to increase in the share of manufacturing in the country’s Gross Domestic Product to 25% by year 2025, which will provide great opportunity for the manufacturing sector. 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-VI compliant vehicles and how early can the OEMs catch-up with the requirements. In terms of threat, any adverse changes in the industrial environment or government policymaking 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 manufacturers 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 during financial year was examined by Internal Auditors and the findings of these audits were reported to the Audit Committee of the Board and also to the Board of Directors. 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 comments 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. The Company employed 1225 associates as on 31 March, 2019. 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 Sd/- Sanjay Koul Place: Bengaluru Chairman & Managing Director Date: 1 July, 2019 DIN: 05159352 35


  • Page 37

    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, 2019 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 10 August, companies* companies** financial 2018 year ended 31 March, 2019 Chairman Member Mr. Sanjay Koul Promoter Director 4 Yes - - - (DIN: 05159352) Executive, Non-Independent Mr. P S Dasgupta Non-Executive, 4 Yes 16 1 5 (DIN: 00012552) Independent Mrs. Rupa Mahanty Non-Executive, 4 Yes - - - (DIN: 06746148) Independent Mr. Bushen Lal Raina Non-Executive, 4 Yes - - - (DIN:00182160) Independent Mr. Ajay K Das Promoter Director 1 No - - - (DIN: 02697466) Non-Executive, Non-Independent Mr. Avishrant Keshava Promoter Director 4 Yes - - - (DIN: 07292484) Executive, Non-Independent * Includes private Companies and Section 8 Companies as per the Companies Act, 2013 ** as per sub regulation (b) of Regulation 26(1) of the Listing Regulations 36


  • Page 38

    THIRTY-SECOND 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. No Independent Director resigned during the year. The Company is in receipt of declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors. Of the three Independent Directors, Mr. Bushen Lal Raina and Mrs. Rupa Mahanty does not have any directorship in any other company. Mr. P S Dasgupta is an Independent Director of five listed Company namely Cummins India Limited, Bhilwara Technical Textiles Limited, Maral Overseas Limited, RSWM Limited, Ester Industries Limited. Pursuant to Regulation 34(3) read with Schedule V of Listing Regulations, in the opinion of the Board, the following chart describes core skill/ expertise/competencies required to run the Company : Core skill/ expertise/competencies Availability with Board Financial Management Yes Leadership Yes Technology Yes Production and Engineering Yes Legal and tax Yes Human Resource Yes Board and Corporate Governance Yes Sales and marketing Yes Mergers and Acquisitions Yes Business Strategy and System Yes The tenure of the Independent Directors of the Company is within the time limit prescribed under the Companies Act, 2013. 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, 2019, four Board Meetings were held on 21 May, 2018; 10 August, 2018; 5 November, 2018 and 7 February, 2019 respectively 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 7 February, 2019. Information as required under PART-A of Schedule II of Listing Regulations has been made available to the Board. During the year, the Board of Directors accepted all the recommendations made by the Audit Committee of the Board. It is hereby confirmed that in the opinion of the Board, the Independent Directors fulfill the conditions specified in the Listing Regulations and are independent of the management. 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, on 7 February, 2019, a session was conducted for the Independent Directors as a part of familiarization programme titled “India-2020 & Beyond” dealing with strategic planning and process. Mr. S Sivaramakrishnan, General Manager - Marketing, New Business Development, Channel Development and Strategic Planning conducted such session. 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, 2013 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. 37


  • Page 39

    TIMKEN INDIA LIMITED 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, 2019. Mr. Dasgupta, as Chairman of the Audit Committee, was present at the 31st Annual General Meeting of the Company held on 10 August, 2018. During the financial year ended 31 March, 2019, four Audit Committee Meetings were held on 21 May, 2018; 10 August, 2018; 5 November, 2018 and 7 February, 2019 respectively. During the year ended 31 March, 2019, 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 4 Member Executive Non-Independent Mrs. Rupa Mahanty Non-Executive 4 Member Independent Mr. Bushen Lal Raina Non-Executive 4 Member Independent 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, 2019, one meeting of the Nomination and Remuneration Committee was held on 7 February, 2019. During the year ended 31 March, 2019, the composition of Nomination and Remuneration Committee and details of meeting attended by members thereof were as follows: Name of the Members Category Attendance (7 February, 2019) Mrs. Rupa Mahanty Non-Executive Yes Chairperson Independent Mr. P. S. Dasgupta Non-Executive Yes Member Independent Mr. Bushen Lal Raina Non-Executive Yes Member Independent Mr. Ajay K Das Non-Executive No Member Non-Independent 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. 38


  • Page 40

    THIRTY-SECOND 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 2018-19 Non-Executive Directors Name of the Director Sitting Fees (Rs.) Mr. P. S. Dasgupta 4,50,000 Mrs. Rupa Mahanty 4,90,000 Mr. Bushen Lal Raina 4,50,000 Mr. Ajay K Das Nil Executive Directors (In Rupees) Name of the Director Salary & Allowance Perquisites Performance Incentive Stock Option Mr. Sanjay Koul 1,53,81,155 1,04,21,878 1,01,21,993 Nil Mr. Keshava Avishrant 47,30,438 16,23,877 15,90,220 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 / transmission of shares in physical form, issue of duplicate / new certificates, etc. During the year ended 31 March 2019, one meeting of the Stakeholders Relationship Committee was held on 7 February, 2019. Generally, approval of the members of Stakeholders Relationship Committee is obtained through circular resolutions for effecting registration of transfer / transmission of shares in physical form, 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. 39


  • Page 41

    TIMKEN INDIA LIMITED During the year ended 31 March, 2019, 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 (7 February, 2019) Mrs. Rupa Mahanty Non-Executive Yes Chairperson Independent Mr. Sanjay Koul Executive Yes Member Non-Independent Mr. Ajay K Das Non-Executive No 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. The status on investors’ queries/complaints during the financial year ended on 31 March, 2019 is given below: No. Particulars Q1 Q2 Q3 Q4 Total in the year 1. Number of shareholders’ complaints received so far 210 158 333 351 1052 2. Number not solved to the satisfaction of shareholders 0 0 0 0 0 3. Number of pending complaints 0 0 0 0 0 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 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 2017-18 Tangerine Conference Hall 10 August, 2018 Friday 10 am 3 Lemon Tree Hotel, Plot No. 54B/55A, Hosur Main Road, Electronic City, Phase I, Bangalore - 560 100 Note: (a) No Special Resolution was required to be passed in 2018-19 through Postal Ballot. (b) No special resolution is proposed to be conducted at the ensuing Annual General Meeting. 40


  • Page 42

    THIRTY-SECOND ANNUAL REPORT 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. During the financial year, no presentation was made to Institutional Investors/analyst. General Shareholders Information 1. AGM 12 August, 2019, 10AM at Tangerine Conference Hall, Lemon Tree Hotel, Plot No. 54B/55A, Hosur Main Road, Electronic City, Phase I, Bangalore - 560 100 2. Financial Calendar The financial year covers - 1 April, 2018 to 31 March, 2019. 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 2019-20. Steps have been taken to get the Equity Shares delisted from the 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, 2019 (source: www.bseindia.com) Month High (Rs.) Low (Rs.) April 2018 752.45 683.00 May 2018 745.00 665.00 June 2018 812.00 691.00 July 2018 765.00 703.05 August 2018 759.85 682.00 September 2018 700.60 587.95 October 2018 594.05 510.00 November 2018 610.00 495.85 December 2018 592.45 502.50 January 2019 624.95 521.85 February 2019 594.45 508.70 March 2019 600.00 557.00s 41


  • Page 43

    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. 900.00 40000 800.00 39000 700.00 Sensex (Points) 38000 600.00 Price (Rs.) 500.00 37000 400.00 36000 300.00 35000 200.00 100.00 34000 0.00 33000 8 8 8 8 r-1 -1 8 -1 ul-1 -1 8 -1 8 t-1 18 -1 8 19 19 -1 9 p y n J ug p c v- ec n- b- ar A M a Ju A Se 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 Private 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 were processed every 10 -12 days from the date of receipt and put up to the Company Secretary & Chief Compliance and Stakeholders Relationship Committee for approval. In terms of recent SEBI norms, registration of transfer of shares in physical forms has been discontinued effective 1 April, 2019 except for transfer request submitted before the above date but could not be given effect due to certain irregularities and request for registration of Transmission of shares/correction in name, etc., In order to get registration of transfer of shares, the shareholders are required to convert their shareholding in dematerialized form and follow prescribed procedure to get the share transfer done. 11. Distribution of Share holding The distribution of shareholding as on 31st March,2019 is given below: Range (Rs.) Accounts Shares % 1 – 5000 50605 7146303 9.50 5001 – 10000 81 598207 0.80 10001 – 20000 41 552879 0.74 20001 – 30000 22 512035 0.68 30001 – 40000 9 308995 0.41 40001 – 50000 9 424721 0.56 5001 – 100000 27 1878305 2.50 100001 and above 34 63797289 84.82 50828 75218734 100.00 42


  • Page 44

    THIRTY-SECOND 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, 2019, 97.95% 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 - Note No. 37 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 1405/5, Raipur, Chhattisgarh – 490042 l Plot no 109A, 109B, 1 -B- C, Narmadanagar, Bharuch – 392015 15. Address for correspondence Investor related queries may be addressed to the following addresses : Company Secretary C B Management Services Private 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 2018-19. Senior management personnel have declared that during the year ended 31 March, 2019, Company did not enter into transaction in which they had personal interest. Details of all related party transactions including with promoter entities holding 10% or more shareholding are disclosed separately in the Annual Report. (Refer page no 91-94). 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. A certificate from a Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is attached herewith. During the year under review, no credit rating was required to obtained by the Company. Disclosure requirement regarding utilization of fund was not applicable. Total Fees paid to statutory auditors during the year is disclosed in the Annual Report separately (Refer page no 88). The Company does not have any subsidiary Company and therefore, policy for determining ‘material’ subsidiaries is not applicable. Policy on dealing with related party transactions is disclosed on the website of the Company and can be seen at: https://www.timken.com/en-in/investors/policies/ 43


  • Page 45

    TIMKEN INDIA LIMITED 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 – As the Chairman of the Board of Directors is an Executive Director under the designation Chairman & Managing Director, these provisions are not applicable. 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 – Pricewaterhousecoopers Private Limited acted as the Internal Auditors for 2018-19 and during the tenure, they reported to the Audit Committee of the Board. During the year, the Company has complied with all applicable compliance norms relating to Corporate Governance and there has been no instance of non-compliance. For and on behalf of the Board of Directors Sd/- Sanjay Koul Place: Bengaluru Chairman & Managing Director Date: 1 July, 2019 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 31 March 2019. 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. Sd/- R Vijaykumar & Co., R Vijaykumar Place : Bangalore Practicing Company Secretary Date : 1 July, 2019 FCS No. 6418; C P No.8667 44


  • Page 46

    THIRTIETH ANNUAL REPORT CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) The Members Timken India Limited 39-42 Electronic City, Phase II Hosur Road, Bangalore – 560 100 I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Timken India Limited having CIN : L29130KA1996PLC048230, and having Regd. Office at 39-42, Electronic City, Phase II, Hosur Road, Bangalore – 560 100 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. Sd/- R Vijayakumar & Co., R.Vijayakaumar Bangalore Company Secretary in Practice 1 July 2019 FCS - 6418; COP - 8667 45


  • Page 47

    TIMKEN INDIA LIMITED 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, 2019. For the purpose of this declaration, Senior Management Team means members of management one level below the executive directors as on 31 March, 2019. For and on behalf of the Board of Directors Sd/- Sanjay Koul Place: Bengaluru Chairman & Managing Director Date: 1 July, 2019 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 2018-19 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 7. Chennai 8. Bharuch 10. Markets served by the Company - Local / State / National / International Local, State, National and International 46


  • Page 48

    THIRTY-SECOND ANNUAL REPORT SECTION B: FINANCIAL DETAILS OF THE COMPANY 1. Paid up Capital (INR) 75,20,77,590 2. Total Turnover (INR) 16,80,70,34,997 3. Total profit after taxes (INR)* 1,48,64,18,863 4. Total Spending on Corporate Social Responsibility (CSR) 1.89% (with respect to 3 above) as percentage of profit after tax (%) 5. List of activities in which expenditure in 4 above has been incurred: The area in which the above expenditure has been incurred includes Preventive Healthcare, Promoting Education, Environment Sustainability and 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 47


  • Page 49

    TIMKEN INDIA LIMITED 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 48


  • Page 50

    THIRTY-SECOND ANNUAL REPORT SECTION E: PRINCIPLE-WISE PERFORMANCE Principle 1 1. Does the policy relating to ethics, bribery and corruption cover only The Company's code of conduct is based primarily on the code of the Company? Yes/ No. Does it extend to the Group/Joint Ventures/ conduct of The Timken Company, ultimate parent company which is Suppliers/Contractors/NGOs /Others? followed by all the entities in Timken group worldwide. The principles of this code of conduct are expected to be adhered by the other stakeholders including customers and vendors. 2. How many stakeholder complaints have been received in the past Nil financial year and pending as on year end. Principle 2 1 List up to 3 of your products or services whose design has The Company does not design products. Designing is done by the our incorporated social or environmental concerns, risks and/or ultimate parent company at the headquarters in US and corporate opportunities. global citizenship principles are followed in this regard. Some of the examples of our group products designed by adhering to the above principles are given below - Fuel Efficient Bearings for Vehicle - Timken fuel-efficient bearings for cars, trucks and other vehicles reduce friction by 25 percent and improve fuel economy by as much as 2 percent over traditional bearings Fuel Efficiency in Rail Transport - Our low-torque designs and innovative lubrication technology deliver fuel-efficiency in freight, locomotive, passenger, tram and high-speed operations around the world Reuse, Reliability and Savings - When it comes to remanufacturing and repair, we provide customers with an environments friendly way to improve the return on their bearing investment. Our remanufacturing procedures restore a large bearing's original major components using a fraction of the materials and energy required to manufacture a replacement 2 For each such product, provide the following details in respect of Please refer to comments above resource use (energy, water, raw material etc.) per unit of product(optional): (a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain? (b) Reduction during usage by consumers (energy, water) has been achieved since the previous year? 3 Does the company have procedures in place for sustainable sourcing Yes (including transportation)? (a) If yes, what percentage of your inputs was sourced sustainably? 64%, our Jamshedpur Plant procures rings / rollers and heat treatment Also, provide details thereof, in about 50 words or so. services through best suppliers based around Jamshedpur. 4 Has the Company taken any steps to procure goods and services from Yes. In India we are focusing more on localization and procuring local & small producers, including communities surrounding their maximum possible within the 100 Km Region of the location. place of work? (a) If yes, what steps have been taken to improve their capacity and As a part of our lean supply chain concept, we encourage our local capability of local and small vendors? sources to develop their capacity and capability continually. The Company also does handholding with suppliers in such cases. 5 Does the Company have a mechanism to recycle products and waste? The Company recycles less than 5 % of its products and more than 10 % If yes what is the percentage of recycling of products and waste in waste. In addition to that our Jamshedpur Plant is a ZERO liquid (separately as <5%, 5-10%, >10%). Also, provide details thereof, in discharge Plant. about 50 words or so. The product waste (scrap) is melted and reused in steel making process. The grinding sludge is recycled in cement Klins. Wood waste is recycled to alternate applications (including new pallets making etc). At Bharuch Plant, in addition to recycling of rings scrap, the Company uses recyclable poly sheets only for product packing. The Company also recycles wood waste and convert then to pallets for internal usages. 49

  • View More

Get the full picture and Receive alerts on lawsuits, news articles, publications and more!