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    TIMKEN INDIA LIMITED


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    THIRTY-THIRD ANNUAL REPORT TIMKEN INDIA LIMITED Board of Directors Registered Office (As on 8 June, 2020) Timken India Limited Mr. Sanjay Koul – Chairman & Managing Director (CIN: L29130KA1996PLC048230) Mr. P. S. Dasgupta – Independent Director 39-42, Electronic City, Mr. Bushen Lal Raina – Independent Director Phase II, Hosur Road, Bengaluru - 560 100 Mrs. N S Rama – Additional & Independent Director Tel. No. 080 - 41362000 Fax No. 080 - 41362010 Mr. Douglas Smith – Additional Director E-mail : mandar.vasmatkar@timken.com Mr. Avishrant Keshava – Business Controller- India, CFO & Website: www.timken.com/en-in Whole-time Director Committees of the Board (As on 8 June, 2020) Audit Committee Chairman Mr. P. S. Dasgupta Members Mr. Sanjay Koul Mr. Bushen Lal Raina Mrs. N S Rama Stakeholders Relationship Committee Chairperson Mrs. N S Rama Members Mr. Sanjay Koul Mr. Douglas Smith INDEX Nomination and Remuneration Committee Chairman’s Statement 2 Chairperson Mrs. N S Rama Board’s Report 3-8 Members Mr. P. S. Dasgupta Mr. Bushen Lal Raina Annexures to Board’s Report 9-53 Mr. Douglas Smith Independent Auditors’ Report 54-60 Corporate Social Responsibility Committee Balance Sheet 61 Chairman Mr. Sanjay Koul Statement of Profit & Loss Account 62 Members Mr. Bushen Lal Raina Mr. Avishrant Keshava Cash Flow Statement 64-65 Notes to Financial Statements 66-109 Risk Management Committee Chairman Mr. Sanjay Koul Five years at a Glance 110 Members Mr. Avishrant Keshava Mr. S. Sivaramakrishnan Graphs 111 1


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    TIMKEN INDIA LIMITED Chairman’s Statement Dear Shareholders, I am pleased to share with you an update on your Company's performance for 2019-20. Despite the challenging economic conditions, we had a productive year, engaging with customers in their innovation, growth and transformation initiatives, expanding and deepening our relationships, and deploying very impactful solutions. Over the years, we have doubled capacity at our plant in Jamshedpur, which has become a global center of excellence for Rail mobility serving to The Timken Company (ultimate parent company) and its affiliates, globally. Also, our merger with ABC Bearings has enabled us to serve our customers better, increasing speed to market. During the year, we also made progress on various continuous-improvement initiatives, making sure our state-of-the-art plants are updated, safe, well-organized and have environmental-friendly manufacturing processes; ensuring our deliveries are accurate, safe and timely; and advancing on many other fronts. In 2019, The Timken Company celebrated 120 years of advancing as a global industrial leader, building scale, entering new product lines, expanding geographically and diversifying our end markets. We continue to strengthen our reputation as thought leaders and innovators. The Company continues to remain debt-free, driven by effective working capital management and well-executed capital expenditure programs, primarily for capacity increases and maintenance, which were financed entirely from internal accruals. Considering the future cash-flow position and future projects plans, the Board has considered and recommended a dividend of Rs. 50/- per share as the final dividend for the year. We have made a concerted effort to ensure that our associates are well engaged and connected through various training and development programs. Your Company also received many awards and recognitions from customers, trade bodies and other notable authorities for manufacturing excellence, energy efficiency, excelling in quality, expanding global markets and many other achievements. We remain steadfast in our commitment to the communities where we operate. We are mindful of the needs of the community we live in and are striving to enrich the lives of our neighborhoods, through our corporate social responsibility programs. The recent global COVID-19 pandemic that has spread across the world has affected business, industry and many aspects of our lives. At Timken, we have taken significant steps to help minimize the health risks of all our associates and business partners. Our plants have resumed operations and they remain safe places to work, and we are focused on doing all we can to protect the health and safety of our associates, while continuing to operate our essential business. Timken India Limited's Board of Directors continues to play a pivotal role in providing timely advice and serving as a source of inspiration. The Board's involvement in encouraging, guiding and challenging the team in various activities is unparalleled. I want to take this opportunity to thank them for their time and wisdom. We remain confident in our strategic direction and we thank all our shareholders for your trust and faith, which have helped drive our success over the years. I would also like to thank all our associates for their hard work, and our customers, distributors and various other stakeholders for their ongoing support. While our Company has grown leaps and bounds over the years, we have stayed true to our core values and we will continue to move the world forward through our products and actions and delivering good results along the way. Sincerely, Sd/- Sanjay Koul Chairman & Managing Director DIN: 05159352 2


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    THIRTY-THIRD ANNUAL REPORT Board’s Report To the Members, The Board of Directors has pleasure in presenting 33rd Annual Report of the Company for the year ended 31 March, 2020. Financial Summary (` in million) Particulars Financial Year ended Financial Year ended 31 March, 2020 31 March, 2019 Revenue from Operations 16,178 16,644 Add: Other Income 227 163 Total Income 16,405 16,807 Less: Total Expenditure 13,341 14,569 Profit before tax (PBT) 3,064 2,238 Less: Tax expenses 603 752 Net Profit after tax (PAT) 2,461 1,486 Add: Other Comprehensive Income (7) 3 Total Comprehensive Income 2,454 1,489 During the financial year 2019-20,despite challenging economic environment, the Company's revenue was down only by 2%. Profit Before Tax (PBT) improved to Rs. 3,064 million from Rs. 2,238 million in the previous year aided by operational efficiencies and absence of expenses that were recorded in previous year in the process of business combination. Improvement of Profit After Tax (PAT) from Rs. 1,486 million to Rs. 2,461 million was driven by lower tax expenses as a result of Company adopting to new tax regime under section 115BAA. Total Comprehensive Income increased from Rs 1,489 million to Rs. 2,454 million driven by improved PBT and PAT. The Financial Statements have been prepared in accordance with Indian Accounting Standards (“Ind-AS”). Financial Position The Company continues to remain debt free and generated adequate cash flows to meet its working capital needs. Working capital was managed well. Investments in short-term mutual funds were reduced to Rs. 131.66 million as at 31 March, 2020 as compared to Rs. 1,757.24 million as at 31 March, 2019. Trade Receivables reduced by Rs. 104.24 million in commensurate with revenue reduction. Cash and Cash Equivalents as at 31 March, 2020 was Rs. 4,146.51 million compared to Rs. 219.09 million as at 31 March, 2019. For more details on financial position, please refer Management Discussion and Analysis. The business of the Company has not undergone any change in the financial year under review. Transfer to Reserves The Directors of the Company do not propose to transfer any amount to reserves during the financial year under review. Post Balance Sheet event Except what has been stated in this annual report, there is no other reportable event comprising material changes and commitments between the date of financial year end and the date of this report affecting the financial position of the Company. 3


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    TIMKEN INDIA LIMITED Dividend Your Directors are pleased to recommend a dividend of Rs. 50/- per equity share of Rs. 10/- each fully-paid (500%) for the year ended 31 March, 2020. The payment is subject to approval of shareholders at ensuing Annual General Meeting (’AGM’) of the Company. Dividend, if declared, at AGM will be paid within 30 days from thereof. Investor Education and Protection Fund Pursuant to Section 124 of the Companies Act, 2013 (the ‘Act’) and Rules made thereunder, unclaimed amount pertaining to dividend paid by the Company and erstwhile ABC Bearings Limited(amalgamated) for the financial year 2012-13 along with underlying shares wherever applicable would be due for transfer to Investor Education and Protection Fund (‘IEPF’) in the month of August and September, 2020. Further, unclaimed dividend amount pertaining to interim dividend declared by the Company for financial year 2013-14 would be due for transfer to IEPF in the month of December, 2020. During the year under review, the Company transferred unclaimed dividend amount of Rs. 7,17,870/- pertaining to erstwhile ABC Bearings Limited (amalgamated) along with underlying 4409 equity shares of Rs. 10 each to IEPF. The Company also transferred dividend of Rs. 7,18,477/- for the financial year 2018-19 against the shares already transferred to IEPF. Board Meetings Four Board meetings were held during the financial year 2019-20. For details, please refer Annexure - I. In addition to the above, one meeting of the Independent Directors was also held on 7 February, 2020 which was attended by Mr. Bushen Lal Raina (DIN: 00182160) and Mrs. N S Rama (DIN: 06720033) without participation of Non-Independent Directors and members of management. Directors and Key Managerial Personnel During the year under review: l · Mrs. Rupa Mahanty (DIN: 06746148) ceased to be an Independent Director of the Company w.e.f. 30 September, 2019 on completion of her tenure of 5 years. l · Mrs. N S Rama (DIN: 06720033) was appointed as an Additional and Independent Director of the Company w.e.f. 25 October, 2019. l · Mr. Ajay K Das (DIN: 02697466) resigned as a Director of the Company w.e.f. close of business hours on 4 February, 2020. l · Mr. Douglas Smith (DIN: 02454618) was appointed as an Additional Director of the Company w.e.f. 7 February, 2020. l · Mr. Soumitra Hazra, who was acting as the Company Secretary of the Company since 1998, retired from service with effect from 25 September, 2019 on attaining age of 60 years. l · Mr. Mandar Vasmatkar was appointed as the Company Secretary w.e.f. 1 October, 2019. In the opinion of the Board, Mrs. Rama possess integrity, expertise and experience as required by an Independent Director. The Board of Directors placed on record deep appreciation for valuable contribution made by Mrs. Rupa Mahanty, Mr. Ajay K Das and Mr. Soumitra Hazra. Annual Declarations from Independent Directors The Company has received necessary declarations from all Independent Directors of the Company confirming that each of them has met with criteria of independence laid down in Section 149 of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). All the Independent Directors have registered themselves with Indian Institute of Corporate Affairs (IICA) as required by the Ministry of Corporate Affairs. Audit Committee Meetings Four meetings of the Audit Committee were held during the financial year 2019-20. For details, please refer Annexure - I. Recommendations of the Audit Committee to the Board of Directors During the financial year 2019-20, the Board of Directors of the Company accepted all recommendations put forth to it by the Audit Committee. 4


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    THIRTY-THIRD ANNUAL REPORT Vigil Mechanism The Company has adopted a Whistle Blower Policy in terms of which the Directors and Associates of the Company have access to “The Timken Helpline”, a toll free phone number that any Associate can call, if he has any concern or question, which he is not willing to discuss face to face with his Supervisor, Manager or a member of the Human Resource Team or Senior Management. This Helpline is available around the clock, every day. No call tracing or recording devices are ever used and if the Associate so wishes, he/she 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 Open-door Policy and adequate safeguards have been provided against victimization of reporting Associates. The Whistle Blower Policy of the Company is disclosed on the Company’s website - www.timken.com/en-in. Nomination and Remuneration Committee Two meetings of the Nomination and Remuneration Committee were held during the financial year 2019-20. For details, please refer Annexure - I. Nomination and Remuneration Policy Based on 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 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 Annexure - I. Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors As specified by the Nomination and Remuneration Committee of the Board, performance evaluation of the Board of Directors as a whole, various Committees of the Board and individual Directors was carried out by the Board of Directors based on criteria of evaluation of performance already approved. Ratio of Remuneration Pursuant to Section 197 of the Act read with Rule 5 of the 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 Financial Statements are being sent to all the shareholders of the Company excluding 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 AGM. Risk Management Policy The Board of Directors of the Company has adopted a Risk Management Policy for the Company. The Policy has identified certain categories of risks that the Company may face in 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, based on RPN, are thereafter prioritized and analyzed and strategy for mitigation is developed accordingly. After going through above exercise, the Company’s Risk Matrix has been finalized. The Risk Management Committee reviewed Risk Matrix and informed to the Board that risk profile of the Company did not undergo any change except for risk arising due to CoVID-19. The Board has taken note of the same and agreed with observations of the Risk Management Committee. 5


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    TIMKEN INDIA LIMITED Corporate Social Responsibility During the year, the Company spent Rs 3,35,83,280/- on 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/W-100018), have been appointed as the Statutory Auditors of the Company for a period of 5 years from conclusion of 30th AGM till 35th AGM. In terms of the Companies (Amendment) Act, 2018, earlier requirement of ratification of 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 33rd AGM. Secretarial Audit Mr. Nagarjun Y G, (A: 52406 & CP No: 19301), Company Secretary in Practice was appointed by the Board of Directors as the Secretarial Auditor to carry out Secretarial Audit for the financial year 2019-20 in terms of Section 204 of the Act and Mr. Nagarjun Y G, has since submitted the Secretarial Audit Report. A copy of the said Report is annexed 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. M/s. Shome & Banerjee (Firm Registration No. 000001), were appointed as Cost Auditors of the Company, to conduct the Cost Audit for the financial year 2019-20. The Cost Audit for FY 2019-20 is currently in progress. The Cost Audit Report for FY 2018-19 was filed on 4 October, 2019 (within stipulated due date). Qualifications in Audit Reports The reports issued by Statutory Auditors, Secretarial Auditor and 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 related party transactions in the ordinary course of business and on arm’s length basis is given in Form AOC-2, attached to this Report marked as Annexure - VI. The Policy for material related party transactions can be seen at www.timken.com/en-in. In terms of applicable provisions of laws, details of related party transactions are given in financial statements. Listing with Stock Exchanges The Company confirms that it has paid Annual Listing Fees for the financial year 2020-21 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 MGT - 9 is attached herewith 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 the Act and Listing Regulations, following reports form part of this report: 1. Management Discussion and Analysis - Annexure - VIII 2. Corporate Governance Report and Certificate by a Practicing Company Secretary regarding compliance of conditions of Corporate Governance - Annexure - IX 3. Declaration signed by CEO regarding Compliance with Code of Conduct - Annexure - X 4. Disclosure with respect to demat suspense/unclaimed account - Nil 5. Business Responsibility Report - Annexure - XI 6. Dividend Distribution Policy - Annexure – XII 6


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    THIRTY-THIRD ANNUAL REPORT Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Sl. No Particulars Remarks (A) Conservation of energy: Following are some steps taken for energy conservation at Jamshedpur and Bharuch 1. Steps taken / impact on conservation of energy: plant: i) Reduction in use of compressed air by modification of pipeline and proper management of valve operation on Sundays and Holidays. ii) Reduction in idle time for running of motors to save power. iii) Heat retardant paint/thermal insulation coating applied to furnaces in heat treat to lower the skin temperature and thereby avoiding heat and energy losses. iv) LED lights installed in all new projects/extensions for reduction in power consumption. v) Chiller management to control plant AC temperature based on ambient temperature. vi) Relay out of office area for reduction in energy consumption for ACs 2. Steps taken by the company for utilizing Following steps are taken by the Company in Jamshedpur to utilize alternate sources alternate sources of energy including waste of energy: generated 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) Roof top Solar Panels installed with a potential of 1.27 MWP. Further, the Company operates Wind Farm at Devbhoomi Dwarka district in Gujarat. Energy generated by windmills is passed on to the Distribution Company through grid and Company gets credit for such energy generated and supplied to grid. 3. Capital investment on energy conservation Below are details of capital spending for FY 2019-20 for energy conservation: equipment i) Solar Plant – Solar Plant is on build, operate and maintain model. Hence, there is no upfront capex involved. However, there was capex spend of INR 10.88 Lacs for Invertor room and accessories. ii) LED Lights - INR 13.50 Lacs. (B) Technology absorption: 1. Efforts, in brief, made towards technology Technology update is released from The Timken Company which is transferred to shop absorption. floor management at Jamshedpur and Bharuch. Any improvement in technology / process is part of this continuous update and this is being regularly monitored by The Timken Company personnel. It has helped in development of Indian sources for input materials. 2. Benefits derived because of the above efforts, Further, Bharuch Plant is manufacturing Timken VR branded products based on designs e.g., product improvement, cost reduction, of The Timken Company using Indian sources. This has helped to reduce cost and time. product development, import substitution, etc } 3. In case of imported technology (imported during the last 3 years reckoned from the Manufacture of Bearings beginning of the financial year), following information may be furnished: For Jamshedpur: FY 1991-92 onwards. For ABC Bearings Division – the process has started in FY 2018-19 a. Details of technology imported. b. Year of import. It is a continuous process. Ongoing mainly in the areas of machining, heat treatment and finishing to make further improvements in the manufacturing process, product c. Whether the technology been fully absorbed quality and production output. d. If not fully absorbed, areas where absorption has not taken place, and the reasons therefore 4. Expenditure incurred on Research and The benefits of research facilities available with The Timken Company are extended Development to the Company on a continuing basis. (C) Foreign exchange earnings and Outgo 2019-20 (` in million) 2018-19 (` in million) (i) Foreign Exchange Earnings 3,975 3,928 (ii) Foreign Exchange Outgo 3,657 3,815 Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or effectiveness was observed. Directors’ Responsibility Statement In pursuance of Section 134 (5) of the Act, the Directors hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; 7


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    TIMKEN INDIA LIMITED (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Financial Performance of any Subsidiary / Associate/ Joint Venture Company The Company does not have any Subsidiary, Associate or Joint Venture Company. Deposits The Company has not accepted Deposit, as defined in the Act and Rules framed thereunder, during the financial year 2019-20. Particulars of Loans, Guarantees or Investments The Company has duly complied with the provisions 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 conditions of the service. During the financial year 2019-20, 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 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment. During the year under review, one complaint was received. Investigation was carried out by the Internal Complaints Committee and based on its recommendation, necessary action has been taken. Disclosure regarding shares issued by the Company Sweat Equity Share The Company has not issued any Sweat Equity Share and therefore, disclosure norms are not applicable to the Company. Shares with differential Rights The Company has not issued any Share with differential rights and therefore, 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, disclosure norms are not applicable to the Company. Buy Back of Shares The Company has not bought back any Equity Share and therefore, disclosure norms are not applicable to the Company. Disclosures on Secretarial Standards During the year under review, norms of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India were complied. Acknowledgment The Directors acknowledge that performance of the Company during the financial year 2019-20 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 support received from 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 : 8 June, 2020 DIN: 05159352 8


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    THIRTY-THIRD 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, 2020, four Board Meetings were held on 21 May, 2019; 12 August, 2019; 25 October, 2019 and 7 February, 2020. Composition of the Board of Directors along with attendance at 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 Independent Director Non-Executive, 3 (DIN: 00012552) Independent Mr. Bushen Lal Raina Independent Director Non-Executive, 4 (DIN: 00182160) Independent Mrs. Rupa Mahanty1 Independent Director Non-Executive, 2 (DIN: 06746148) Independent Mr. Ajay K Das2 Director Promoter Director 1 (DIN: 02697466) Non-Executive, Non- Independent Mr. Avishrant Keshava CFO & Promoter Director 4 (DIN: 07292484) Whole-time Director Executive, Non-Independent Mrs. N S Rama3 Additional & Non-Executive, 2 (DIN: 06720033) Independent Director Independent Mr. Douglas Smith4 Additional Director Promoter Director NA (DIN: 02454618) Non-Executive, Non-Independent 1 Mrs. Rupa Mahanty ceased to be an Independent Director of the Company w.e.f. 30 September, 2019 on completion of her tenure. 2 Mr. Ajay K Das ceased to be a Director of the Company w.e.f. close of business hours on 4 February, 2020. 3 Mrs. N S Rama was appointed as an Additional & Independent Director of the Company w.e.f. 25 October, 2019. 4 Mr. Douglas Smith was appointed as an Additional Director of the Company w.e.f. 7 February, 2020. Audit Committee During the year ended 31 March, 2020, four Audit Committee Meetings were held on 21 May, 2019; 12 August, 2019; 25 October, 2019 and 7 February, 2020. Composition of the Audit Committee along with attendance at Audit Committee Meetings is as follows: Name of Directors Designation Category No. of Meetings attended Mr. P S Dasgupta Chairman Non-Executive, 3 (DIN: 00012552) Independent Mr. Sanjay Koul Member Promoter Director 4 (DIN: 05159352) Executive, Non-Independent Mr. Bushen Lal Raina Member Non-Executive, 4 (DIN: 00182160) Independent Mrs. Rupa Mahanty1 Member Non-Executive, 2 (DIN: 06746148) Independent Mrs. N S Rama2 Member Non-Executive, 1 (DIN: 06720033) Independent 1 Mrs. Rupa Mahanty ceased to be a Member of the Committee w.e.f. 30 September, 2019. 2 Mrs. N S Rama was appointed as a Member of the Committee w.e.f. 25 October, 2019. 9


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    TIMKEN INDIA LIMITED Nomination and Remuneration Committee During the year ended 31 March, 2020, two meetings of the Nomination and Remuneration Committee were held on 25 October, 2019 and 7 February, 2020. Composition of the Nomination and Remuneration Committee along with attendance at its meetings is as follows: Name of Directors Designation Category No. of Meetings attended Mrs. Rupa Mahanty1 Chairperson Non-Executive, NA (DIN: 06746148) Independent Mr. P S Dasgupta Member Non-Executive, 1 (DIN: 00012552) Independent Mr. Bushen Lal Raina Member Non-Executive, 2 (DIN: 00182160) Independent Mr. Ajay K Das2 Member Promoter Director - (DIN: 02697466) Non-Executive, Non- Independent Mrs. N S Rama3 Chairperson Non-Executive, 1 (DIN: 06720033) Independent Mr. Douglas Smith4 Member Promotor Director NA (DIN: 02454618) Non-Executive, Non-Independent 1 Mrs. Rupa Mahanty ceased to be the Chairperson of the Committee w.e.f. 30 September, 2019. 2 Mr. Ajay K Das ceased to be a Member of the Committee w.e.f. close of business hours on 4 February, 2020. 3 Mrs. N S Rama was appointed as the Chairperson of the Committee w.e.f. 25 October, 2019. 4 Mr. Douglas Smith was appointed as a Member of the Committee w.e.f. 7 February, 2020. Stakeholders Relationship Committee During the year ended 31 March, 2020, one Meeting of the Stakeholders Relationship Committee was held on 5 March, 2020. Generally, approvals of the Stakeholders Relationship Committee are obtained through circular resolutions. Update on Investors Services is also communicated through circulation of reports at regular intervals. Composition of the Stakeholders Relationship Committee along with attendance at its meeting held on 5 March, 2020 is as follows: Name of Directors Designation Category Attendance Mrs. Rupa Mahanty1 Chairperson Non-Executive, NA (DIN: 06746148) Independent Mrs. N S Rama2 Chairperson Non-Executive, P (DIN: 06720033) Independent Mr. Sanjay Koul Member Promoter Director P (DIN: 05159352) Executive, Non-Independent Mr. Ajay K Das3 Member Promoter Director NA (DIN: 02697466) Non-Executive, Non- Independent Mr. Douglas Smith4 Member Promoter Director A (DIN: 02454618) Non-Executive, Non- Independent 1 Mrs. Rupa Mahanty ceased to be the Chairperson of the Committee w.e.f. 30 September, 2019. 2 Mrs. N S Rama was appointed as the Chairperson of the Committee w.e.f. 25 October, 2019. 3 Mr. Ajay K Das ceased to be a Member of the Committee w.e.f. close of business hours on 4 February, 2020. 4 Mr. Douglas Smith was appointed as a Member of the Committee w.e.f. 7 February, 2020. Corporate Social Responsibility Committee During the year ended 31 March, 2020, approvals of the Corporate Social Responsibility Committee were obtained through resolutions by way of circulation. Composition - Mr. Sanjay Koul (Chairman), Mr. Bushen Lal Raina and Mr. Avishrant Keshava. Risk Management Committee During the year ended 31 March, 2020, two meetings of the Risk Management Committee were held on 29 November, 2019 and 18 February, 2020, which were attended by all members of the Committee. 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 : 8 June, 2020 DIN: 05159352 10


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    THIRTY-THIRD ANNUAL REPORT Annexure - II TIMKEN INDIA LIMITED 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 Formulate 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 Formulate the criteria for evaluation of performance of independent directors and the board of directors; l Devise a policy on diversity of board of directors; l Identify 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


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    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


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    THIRTY-THIRD 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


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    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 Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. l Stock Options: An Independent Director shall not be entitled to any stock option of the Company. 6. Membership of the Committee l The Committee shall consist of a minimum 4 non-executive directors, majority of them being independent. l 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 directors. 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 : 8 June, 2020 DIN: 05159352 14


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    THIRTY-THIRD ANNUAL REPORT Annexure - III Ratio of Remuneration Details as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows: (i) the ratio of the remuneration of each director to the median Employee to CMD Ratio : 1:20.8 remuneration of the employees of the company for the financial Employee to WTD Ratio : 1:6.8 year; (ii) the percentage increase in remuneration of each director, Chief 10% - 12% Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; (iii) the percentage increase in the median remuneration of 7.98% employees in the financial year; (iv) the number of permanent employees on the rolls of company; 1,269 as on 31 March, 2020 (including Union & Salaried Operators) (v) average percentile increase already made in the salaries of 7.94% 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 the 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 : 8 June, 2020 DIN: 05159352 15


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    TIMKEN INDIA LIMITED Annexure - IV CORPORATE SOCIAL RESPONSIBILTY-CSR 1. A brief outline of the Company's CSR policy, Timken makes the world a better place through a combination of volunteer efforts, community leadership and financial support. including overview of projects or programs and to the ongoing success of the Company. The Company’s CSR vision includes (i) Consult with local communities to identify proposed to be undertaken and a reference to needs (ii) Partnering with organizations of repute including NGOs, approved educational institutions and (iii) Continuously the web-link to the CSR policy and projects or endeavor to find out ways to bring a stronger community. programs. The Company wishes to focus 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 l Disaster management, including relief, rehabilitation and reconstruction activities 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, 2020 : Mr. Sanjay Koul - Chairman Mr. Bushen Lal Raina - Member Mr. Avishrant Keshava - Member 3 Average net profit of the Company for last Rs. 1,67,29,77,686/- three financial years 4. Prescribed CSR Expenditure (two per cent. of Rs. 3,34,59,554/- the amount as in item 3 above) 5. Details of CSR spent during the financial year: a. Total amount spent for the financial year; Rs. 3,35,83,280/- 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 Financial support to the school for Education / Bengaluru 1,16,00,000 60,00,000 60,00,000 Implementing Agency building of classroom, multipurpose Sanitation hall and toilets for boy and girl children. 2 Financial support for upskilling Education & Madurai, Chennai, 9,98,280 9,98,280 Implementing Agency technicians in the commercial Skill Salem vehicle segment. Development 3 Financial support for reviving a Education / Bengaluru 22,00,000 22,00,000 Implementing Agency government aided school by Sanitation renovating building, library, toilets, computer lab and classrooms. 4 Financial support for renovation of Education / Chennai 24,00,000 24,00,000 Direct existing hostel building meant for Sanitation school boys along with bathroom repair work. 5 Financial support for infrastructure Preventive Bengaluru 2,18,10,000 15,20,000 15,20,000 Direct upgradation of the Ashram : Healthcare Ambulance and Equipment for the Medical Centre. 6 Financial support to buy medical Preventive Bengaluru 2,02,90,000 2,02,90,000 Implementing Agency equipment for a Hospital specialised in Healthcare Ayurveda to serve more people in rural areas and surroundings. 7 Administration expenses for Administration – 1,75,000 1,75,000 1,75,000 NA conducting due diligence of expenses Implementing Agencies. TOTAL 3,35,85,000 3,35,83,280 3,35,83,280 16


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    THIRTY-THIRD 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 : 8 June, 2020 DIN: 05159352 Annexure - IV (Contd.) CORPORATE SOCIAL RESPONSIBILITY POLICY TIMKEN INDIA LIMITED 1. CONTENTS OVERVIEW CSR FOCUS AREAS IMPLEMENTATION OF CSR ACTIVITIES GUIDELINES FOR CHOOSING A CSR PARTNER CSR CSR COMMITTEE ROLE AND RESPONSIBILITIES OF THE CSR COMMITTEE MONITORING MECHANISM REPORTING POLICY ON NON-DISCRIMINATION AND CONTROVERSIAL ORGANIZATIONS SELF GOVERNANCE POLICY REVIEW AND FUTURE AMENDMENT 2. OVERVIEW As required under the provisions of the Companies Act, 2013 (“Act”), Timken India Limited (“Timken” or “Company”) is pleased to announce its Corporate Social Responsibility (“CSR”) Policy (“CSR Policy” or “Policy”). CSR Philosophy: Timken makes the world a better place through a combination of volunteer efforts, community leadership and financial support. Strengthening our communities is important not only to the communities where we operate, but also to the employees in those communities and to the ongoing success of the company. We focus our corporate resources on programs and agencies that: l Promote lifelong learning through education; l Work collaboratively to deliver health and human services; and l Foster innovative ways to build a strong community. CSR vision: l Consult with local communities to identify needs l Partnering with organizations of repute including NGOs, approved educational institutions l Continuously endeavour to find out ways to bring a stronger community 17


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    TIMKEN INDIA LIMITED Commitment: The Company believes in creating a necessary balance between better business, cleaner environment and better lives. The Board of directors (“Board”) of the Company is fully committed to implement CSR activities in the right spirit of law to contribute towards positive societal impacts. 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 malnutrition, Support efforts to promote medical support to Evaluate projects run by voluntary organizations promoting healthcare including preventive the society to eradicate life threatening diseases of repute around the places where company healthcare and sanitation and making available and improving availability of medical aid to facilities are located and providing them with safe drinking water. critical patients including without limitation, financial aid to further their causes Stem Cell research and related activity including registry initiatives of organizations of repute including NGOs, trusts 2 Promoting education including special education, Support efforts to promote education to Give financial support to schools run for the employment enhancing vocational skills among benefit under privileged children and children purpose around the places where company children, women, elderly and the differently requiring special need facilities are located abled and livelihood enhancement project 3 Contribution or funds provided to technology Support scientific research to bring about Give financial support to academic institutions incubators located within academic institutions technological advancement in India especially approved by the Government based on projects approved by the Government in manufacturing and IT 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 promotion 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 8 Disaster management, including relief, Providing relief, rehabilitation and To provide financial assistance to organization rehabilitation and reconstruction activities reconstruction services to the people of supporting during the disaster disaster affected area 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


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    THIRTY-THIRD 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. Ms. Diksha Charan Naik 3. Mr. C Sakthivel The team will be responsible for monitoring the progress of the projects identified and brief CSR committee of the Board. 19


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    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 Programs Subhead : to the reporting Implementing and district where (1) Direct expenditure Period (Rs.) agency (Rs.) Projects or programs on projects or programs. was undertaken (2) Overheads: TOTAL 6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. 7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company. 20


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    THIRTY-THIRD ANNUAL REPORT Annexure - V Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED: MARCH 31, 2020 [Pursuant to Sub Section (1) of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial 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 (hereinafter called 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 financial year ended on March 31, 2020 (the audit period) 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 during the audit period according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment. The Company has not made any Overseas Direct Investment and External Commercial Borrowings during the audit period; v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): - a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during the Review Period) d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the Review Period) e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period); f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period); h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Audit Period); i. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR); and j. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; 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) Economic and Commercial Laws; (v) Legal Metrology Act, 2009 and (vi) 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) 21


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    TIMKEN INDIA LIMITED During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc., mentioned above. I have not examined compliance with applicable Financial Laws, like Direct and Indirect Tax Laws, since the same have been subject to review by statutory financial audit and other designated professionals. I FURTHER REPORT THAT: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors 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. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded. I further report that based on the review of the compliance mechanism adopted by the Company of providing adequate presentations by the concerned departments’ heads at the Board Meetings, regarding compliance with the applicable laws and its adherence, 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 there were no specific events / actions like i.e., Public/Right/Preferential issue of shares / debentures/sweat Equity, etc., Redemption / buy-back of securities, Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013, Merger / amalgamation / reconstruction, etc. and Foreign technical collaborations, having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above. Sd/- Place : Bengaluru Nagarjun Y G Date : 8 June, 2020 Practicing Company Secretary UDIN: A052406B000322016 Membership No: A52406/ CP: 19301 Note: This report is to be read with our letter of even date which is annexed as Annexure 1 and forms an integral part of this report. Annexure -1 To The Members TIMKEN INDIA LIMITED Our report of even date is to be read along with this letter: 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. 1. 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 that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion. 2. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 3. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 4. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis. 5. 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/- Place : Bengaluru Nagarjun Y G Date : 8 June, 2020 Practicing Company Secretary UDIN: A052406B000322016 Membership No: A52406/ CP: 19301 22


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    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, 2020, there were no contracts or arrangements or transactions entered into by the Company which were not at arm's length basis. 2. Details of material contracts or arrangements 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 - 322.21 Based on Transfer Appropriate Advances paid, Limited Agency Commission (Income) - 20.68 Pricing guidelines/ approvals in terms of if any, have been (Holding Company) Purchase of Goods - 26.79 market rates/ the management adjusted against Expenses Receivable - 11.28 Reimbursement of actual approval system have billing, wherever Dividend Paid - 51.00 expenses incurred been taken in all the applicable. Ongoing in nature / as and when required. cases. Timken Engineering and Research- Expenses Receivable - 59.26 India Pvt Ltd Expenses Paid/Payable - 108.62 (Fellow Subsidiary of the Purchase of Goods - 833.75 same holding Company) Sale of Goods - 97.90 Sale of Property, Plant & Equipment 1.25 Purchase of DEPB Licenses - 29.71 New Delhi Law Offices Expenses Paid - 2.02 As and when required. (Firm where a director is a Partner) 23 Mr. Sanjay Koul Short-term employee benefits - 30.43 5 Years from the date of appointment As approved by the Post employment benefits - 0.81 shareholders at the AGM Other long-term benefits - 0.64 Mr. Avishrant Keshava Short-term employee benefits - 7.76 5 Years from the date of appointment As approved by the Post employment benefits - 0.28 shareholders at the AGM Other long-term benefits - 0.22 Mr. P S Dasgupta Sitting Fees paid - 0.31 Mrs. Rupa Mahanty1 Sitting Fees paid - 0.18 Ongoing As per the rules of the Mrs. N S Rama2 Sitting Fees paid - 0.27 Company Mr. Bushen Lal Raina Sitting Fees paid - 0.49 Mr. Soumitra Hazra3 Short-term employee benefits - 2.63 Post employment benefits - 0.12 Other long-term benefits - 0.10 Mr. Mandar Vasmatkar4 Short-term employee benefits - 1.33 Post employment benefits - 0.06 Other long-term benefits - 0.05 1Mrs. Rupa Mahanty ceased to be Director of the Company w.e.f. 30 September, 2019 on completion of her tenure. 2Mrs. N S Rama was appointed as an Independent Director of the Company w.e.f. 25 October, 2019. 3Mr. Soumitra Hazra retired as Company Secretary w.e.f. 25 September, 2019 on attaining age of 60 years. 4Mr. Mandar Vasmatkar appointed as Company Secretary & Chief-Compliance w.e.f. 1 October, 2019. For and on behalf of the Board of Directors Sd/- Sanjay Koul Place : Bengaluru Chairman & Managing Director Date : 8 June, 2020 DIN: 05159352 THIRTY-THIRD ANNUAL REPORT


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    TIMKEN INDIA LIMITED Annexure - VII Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31 March, 2020 [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 Shares/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: mandar.vasmatkar@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 94.82% 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


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    THIRTY-THIRD 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. 50999988 0 50999988 67.80 50999988 0 50999988 67.80 0.00 (d) Banks / FI 0 0 0 0 0 0 0 0 0.00 (e) Any Other 0 0 0 0 0 0 0 0 0.00 Sub-Total (A) (2) 50999988 0 50999988 67.80 50999988 0 50999988 67.80 0.00 Total Shareholding of Promoter = (A) (1) + (A) (2) 50999988 0 50999988 67.80 50999988 0 50999988 67.80 0.00 (B) Public Shareholding (1) Institutions (a) Mutual Funds 5556724 3227 5559951 7.39 6893037 8 6893045 9.16 1.77 (b) Banks/FI 20800 1975 22775 0.03 153788 5041 158829 0.21 0.18 (c) Central Govt 0 0 0 0 1 0 1 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 127772 249 128021 0.17 0 249 249 0.00 -0.17 (g) Foreign Institutional Investors (FII) 3902 0 3902 0.01 7235 0 7235 0.01 0.00 (h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0.00 (i) Others (Specify) a) Foreign Portfolio Investors 1770590 281 1770871 2.35 1647370 281 1647651 2.19 -0.16 b) Alternate Investment Fund 20232 0 20232 0.03 146384 0 146384 0.19 0.17 Sub-Total (B)(1) 7500020 5732 7505752 9.98 8847815 5579 8853394 11.77 1.79 25


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    TIMKEN INDIA LIMITED Category of No. of Shares held at the No. of Shares held at the % of Shareholders beginning of the year end of the year Change during the Year Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares (2) Non- Institutions (a) Bodies Corp i. Indian 5117733 3462 5121195 6.81 4384573 2900 4387473 5.83 -0.98 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 5437143 1531513 6968656 9.26 5131213 1388719 6519932 8.67 -0.60 ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1841996 0 1841996 2.45 1663346 0 1663346 2.21 -0.24 (c) Others (Specify) 1 NRI 256409 2727 259136 0.34 260642 2727 263369 0.35 0.01 2 Clearing Member 20352 0 20352 0.03 30471 0 30471 0.04 0.01 3 OCB 1776874 0 1776874 2.36 1776874 0 1776874 2.36 0.00 4 Trust 6208 0 6208 0.01 2283 0 2283 0.00 -0.01 5 IEPF 718577 0 718577 0.96 721604 0 721604 0.96 0.00 Sub-Total (B)(2) 15175292 1537702 16712994 22.22 13971006 1394346 15365352 20.43 -1.79 Total Shareholding of Public = (B) (1) + (B) (2) 22675312 1543434 24218746 32.20 22818821 1399925 24218746 32.20 0.00 TOTAL (A)+(B) 73675300 1543434 75218734 100.00 73818809 1399925 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) 73675300 1543434 75218734 100.00 73818809 1399925 75218734 100.00 0.00 26


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    THIRTY-THIRD 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 50999988 67.80 0 50999988 67.80 0 0.00 Singapore Pte. Ltd. Total 50999988 67.80 0 50999988 67.80 0 0.00 (iii) Change in Promoters' Shareholding ( please specify, if there is no change): Sl. Particulars Shareholding at the Cumulative Shareholding No. beginning of the year during the year No. of shares % of total No. of shares % of total shares of the shares of the company company 1. TIMKEN SINGAPORE PTE. LTD At the beginning of the year 50999988 67.80 50999988 67.80 Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons No Change for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year - - 50999988 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. TRICOT INVESTMENTS LIMITED At the beginning of the year 01/04/2019 1711936 2.28 1711936 2.28 Increase - Buy 14/06/2019 64938 0.09 1776874 2.36 At the end of the year 31/03/2020 - - 1776874 2.36 2. SUNDARAM MUTUAL FUND A/C SUNDARAM MID CAP FUND At the beginning of the year 01/04/2019 1390000 1.85 1390000 1.85 Increase - Buy 24/05/2019 98735 0.13 1488735 1.98 Increase - Buy 31/05/2019 393 0.00 1489128 1.98 Decrease - Sale 31/12/2019 50000 0.07 1439128 1.91 Decrease - Sale 03/01/2020 31509 0.04 1407619 1.87 Decrease - Sale 14/02/2020 98411 0.13 1309208 1.74 Decrease - Sale 31/03/2020 40208 0.05 1269000 1.69 At the end of the year 31/03/2020 - - 1269000 1.69 27


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    TIMKEN INDIA LIMITED Sl. For Each of the Top 10 Date wise Shareholding at the beginning/ Cumulative Shareholding No. Shareholders increase/ 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 3. HDFC LIFE INSURANCE COMPANY LIMITED At the beginning of the year 01/04/2019 1200000 1.66 1200000 1.66 Increase - Buy 17/05/2019 50023 0.00 1250023 1.66 Decrease - Sale 24/05/2019 127880 0.17 1122143 1.49 Decrease - Sale 31/05/2019 22143 0.03 1100000 1.46 Decrease- Sale 28/06/2019 13008 0.02 1086992 1.45 Decrease- Sale 05/07/2019 11992 0.02 1075000 1.43 Decrease- Sale 12/07/2019 24992 0.03 1050008 1.40 Increase - Buy 09/08/2019 709 0.00 1050717 1.40 Decrease- Sale 16/08/2019 592 0.00 1050125 1.40 Decrease- Sale 20/09/2019 2933 0.00 1047192 1.39 Decrease - Sale 27/09/2019 54561 0.07 992631 1.32 Decrease- Sale 18/10/2019 2455 0.00 990176 1.32 Decrease- Sale 25/10/2019 4179 0.01 985997 1.31 Decrease- Sale 06/12/2019 9420 0.01 976577 1.30 Decrease- Sale 20/12/2019 30652 0.04 945925 1.26 Decrease- Sale 27/12/2019 4112 0.01 941813 1.25 Decrease- Sale 31/12/2019 16813 0.02 925000 1.23 Decrease- Sale 17/01/2020 5309 0.01 919691 1.22 Decrease- Sale 31/01/2020 3678 0.00 916013 1.22 Decrease- Sale 07/02/2020 513 0.00 915500 1.22 Decrease- Sale 14/02/2020 752 0.00 914748 1.22 Decrease- Sale 21/02/2020 14748 0.02 900000 1.20 At the end of the year 31/03/2020 - - 900000 1.20 4. RELIANCE CAPITAL TRUSTEE CO. LTD. A/C RELIANCESMALL CAP FUND At the beginning of the year 01/04/2019 626626 0.83 626626 0.83 Increase - Buy 31/03/2020 1823 0.00 628449 0.84 At the end of the year 31/03/2020 - - 628449 0.84 5. EMSONS LEASING COMPANY PVT LTD At the beginning of the year 01/04/2019 580450 0.77 580450 0.77 At the end of the year 31/03/2020 - - 580450 0.77 6. MIPCO INVESTMENTS PVT LTD At the beginning of the year 01/04/2019 542174 0.72 542174 0.72 At the end of the year 31/03/2020 - - 542174 0.72 28


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    THIRTY-THIRD 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 7. MANOWAY INVESTMENTS PRIVATE LIMITED At the beginning of the year 01/04/2019 455039 0.60 455039 0.60 At the end of the year 31/03/2020 - - 455039 0.60 8. SUNDARAM MUTUAL FUND A/C SUNDARAM SMALL CAP FUND At the beginning of the year 01/04/2019 444000 0.59 444000 0.59 Decrease - Sale 29/11/2019 4000 0.01 440000 0.58 Decrease- Sale 20/12/2019 15000 0.02 425000 0.57 Decrease- Sale 31/12/2019 5000 0.01 420000 0.56 Decrease- Sale 14/02/2020 10000 0.01 410000 0.55 Decrease- Sale 28/02/2020 5000 0.01 405000 0.54 Decrease- Sale 31/03/2020 25000 0.03 380000 0.51 At the end of the year 31/03/2020 - - 380000 0.51 9. MAPLE PROPERTIES AND COMMODITIES PRIVATE LIMITED At the beginning of the year 01/04/2019 408895 0.54 408895 0.54 At the end of the year 31/03/2020 408895 0.54 10. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED At the beginning of the year 01/04/2019 404938 0.54 404938 0.54 Decrease - Sale 12/04/2019 66 0.00 404872 0.54 Decrease- Sale 26/04/2019 39 0.00 404833 0.54 Decrease- Sale 03/05/2019 39 0.00 404794 0.54 Decrease- Sale 24/05/2019 193771 0.26 211023 0.28 Decrease- Sale 21/06/2019 8312 0.01 202711 0.27 Decrease- Sale 28/06/2019 11461 0.02 191250 0.25 Decrease- Sale 05/07/2019 548 0.00 190702 0.25 Increase- Buy 02/08/2019 525 0.00 191227 0.25 Increase- Buy 09/08/2019 4372 0.01 195599 0.26 Increase- Buy 16/08/2019 10794 0.01 206393 0.27 Increase- Buy 23/08/2019 6315 0.01 212708 0.28 Increase- Buy 30/08/2019 3510 0.00 216218 0.29 Increase- Buy 06/09/2019 20436 0.03 236654 0.31 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 Increase - Buy 13/09/2019 3678 0.00 240332 0.32 Increase - Buy 20/09/2019 4426 0.01 244758 0.33 Decrease - Sale 04/10/2019 183 0.00 244575 0.33 Decrease - Sale 25/10/2019 363 0.00 244212 0.32 Decrease - Sale 06/12/2019 62990 0.08 181222 0.24 Increase - Buy 20/12/2019 10 0.00 181232 0.24 Increase - Buy 24/01/2020 14 0.00 181246 0.24 Decrease - Sale 13/03/2020 4852 0.01 176394 0.23 At the end of the year 31/03/2020 - - 176394 0.23 11. SUNDARAM MUTUAL FUND A/C SUNDARAM INFRASTRUCTURE ADVANTAGE FUND At the beginning of the year 01/04/2019 362524 0.48 362524 0.48 Decrease - Sale 26/07/2019 12524 0.02 350000 0.47 Decrease - Sale 20/09/2019 10000 0.01 340000 0.45 Decrease - Sale 03/01/2020 5000 0.01 335000 0.45 Decrease - Sale 10/01/2020 5000 0.01 330000 0.44 Decrease - Sale 17/01/2020 5000 0.01 325000 0.43 Decrease - Sale 14/02/2020 25000 0.03 300000 0.40 Decrease - Sale 28/02/2020 5000 0.01 295000 0.39 Decrease - Sale 06/03/2020 24 0.00 294976 0.39 Decrease - Sale 31/03/2020 34976 0.05 260000 0.35 At the end of the year 31/03/2020 - - 260000 0.35 12. L AND T MUTUAL FUND TRUSTEE LTD-L AND T MID CAP FUND At the beginning of the year 01/04/2019 195900 0.26 195900 0.26 Increase - Buy 12/07/2019 43622 0.06 239522 0.32 Increase - Buy 19/07/2019 9501 0.01 249023 0.33 Increase - Buy 31/12/2019 55000 0.07 304023 0.40 Increase - Buy 14/02/2020 130000 0.17 434023 0.58 At the end of the year 31/03/2020 - - 434023 0.58 13. L&T MUTUAL FUND TRUSTEE LIMITED-L&T BUSINESS CYCLES FUND At the beginning of the year 01/04/2019 254040 0.34 254040 0.34 Decrease - Sale 22/11/2019 7207 0.01 246833 0.33 Decrease - Sale 29/11/2019 8033 0.01 238800 0.32 At the end of the year 31/03/2020 - - 238800 0.32 30


  • Page 32

    THIRTY-THIRD 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 6. Mandar Vasmatkar*** 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 * Resigned w.e.f. 4 February, 2020 **Retired w.e.f. 25 September, 2019 *** Appointed w.e.f. 1 October, 2019 V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in million) Secured Loans Unsecured Deposits** Total excluding Loans* Indebtedness deposits Indebtedness at the beginning of the financial year i) Principal Amount - 230.80 28.52 259.32 ii) Interest due but not paid - - 2.53 2.53 iii) Interest accrued but not due - - - - Total (i+ii+iii) - 230.80 31.05 261.85 Change in Indebtedness during the financial year Addition - 553.62 3.65 557.27 Reduction - 584.85 3.88 588.73 Net Change - -31.23 -0.23 -31.46 Indebtedness at the end of the financial year i) Principal Amount - 199.57 28.74 228.31 ii) Interest due but not paid - - 2.08 2.08 iii) Interest accrued but not due - - - - Total (i+ii+iii) - 199.57 30.82 230.39 * Represents bills discounted with Banks with recourse to the Company with various maturity dates. ** Represents interest bearing deposits accepted from dealers/distributors which are repayable only upon termination of the agreement. 31


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    TIMKEN INDIA LIMITED VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in `) 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 2,32,68,163.00 63,55,983.00 2,96,24,146.00 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax 83,53,510.00 21,67,885.00 1,05,21,395.00 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) 3,16,21,673.00 85,23,868.00 4,01,45,541.00 Ceiling as per the Act 31,04,13,680.00 B. Remuneration to other Directors: (Amount in `) Sl. Particulars of Name of Directors Total No. Remuneration Amount 1. Independent Directors P S Dasgupta Rupa Mahanty Bushen Lal Raina N S Rama l Fee for attending board / 3,10,000 1,80,000 4,90,000 2,70,000 12,50,000 committee meetings l Commission l Others, please specify Total (1) 3,10,000 1,80,000 4,90,000 2,70,000 12,50,000 2. Other Non-Executive Directors Ajay K Das Douglas Smith - - Total Amount l Fee for attending board / Nil – - - committee meetings l Commission l Others, please specify Total (2) 0 0 0 0 0 Total (B) = (1)+(2) 3,10,000 1,80,000 4,90,000 2,70,000 12,50,000 Total Managerial Remuneration* Nil Nil Nil Nil Nil Ceiling as per the Act 3,10,41,368 * The Company pays sitting fees to its Independent Directors only. This payment is not considered while computing the ceiling for Managerial Remuneration under the Companies Act, 2013. 32


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    THIRTY-THIRD ANNUAL REPORT C. Remuneration to other Directors key managerial personnel other than MD/MANAGER/WTD: (Amount in `) Sl. No. Particulars of Remuneration Key Managerial Personnel CEO* Soumitra Hazra** Mandar CFO* Total Company Vasmatkar*** Secretary Company Secretary 1 Gross Salary (a) Salary as per provisions contained in – 25,83,289.00 14,20,481.00 – 40,03,770.00 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) – – – – – 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) – 25,83,289.00 14,20,481.00 – 40,03,770.00 * Please refer to Part A ** retired w.e.f. 25 September, 2019 *** appointed w.e.f. 1 October, 2019 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 : 8 June, 2020 DIN: 05159352 33


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    TIMKEN INDIA LIMITED Annexure – VIII Management Discussion & Analysis Economic Overview World economy including major countries recorded lower year-on-year growth rate in 2019 than in 2018. As per International Monetary Fund (IMF), world economy in 2019 grew 2.9% over 2018. The Advanced Economies grew 1.7% while Emerging Market and Developing Economies grew 3.7%. During the year 2019-20, India GDP grew 5.0% over previous year. The General Index of industrial production is estimated to have grown by 0.9% during Apr'19-Feb'20 over corresponding period of previous year. As per flash figures published by Society of Indian Automobile Manufacturers (SIAM), production of commercial vehicle and passenger vehicles saw a de-growth of 32.4% and 14.8% respectively during Apr'19-Mar'20 over prior year period. In 2019-20, core sector remained nearly flat compared to prior year. As per figures published by Office of the Economic Adviser, in 2019-20, production of Coal declined by 0.4%, crude oil declined by 5.9%, steel grew by 3.4%, cement declined by 0.9% and electricity grew by 1%. Government of India's focus on renewable energy ensured very good growth in manufacturing of wind turbine and related aggregates during 2019-20. Indian Railways' ambitious plans of modernization, electrification and safety, apart from others, has generated significant demand for infrastructure and rolling stock build. Bearing Industry Structure & Development The estimated consumption of anti-friction bearings in India is about INR 95-105 billion. While 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. Significant part of domestic bearing production caters to automotive industry and Indian Railways. Bearings for core sector is largely met through imports. Indian bearing manufacturing has a mix of global companies and home-grown companies manufacturing in India for domestic and global demand. As Indian manufacturing sector gains momentum, we may expect the bearing industry to be a direct beneficiary and can witness significant investment both in technology and capability. Apart from manufacture of bearings, the industry is rapidly adopting repair and services stream. Also, most manufacturers penetrate into product adjacencies like grease, seals and mechanical power transmission products. One of the critical success factors of this industry is the presence of distribution channel, for serving automotive aftermarket and industrial spares. Business Review Your Company, Timken India Limited (TIL) actively operates in Indian anti-friction bearings, mechanical power transmission products and related services business. 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 tenth time. 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 plants in Jamshedpur and Bharuch. Bharuch also has manufacturing footprint for Cylindrical Roller Bearings, Spherical Roller Bearings and Slewing Bearings. With deep knowledge of metallurgy, tribology and mechanical systems, your Company closely works with Original Equipment Manufacturers to design and develop solutions as per application need. With about 50+ Industrial and 100+ Automotive channel partners, your Company reaches out to end-markets for its product & services and helps customers to improve reliability and efficiency of equipment, machinery and vehicles. In the year 2019-20, your Company grew steadily in Indian Rail, Wind Energy and Industrial segments. Given the softening of global economy, in particular, global and Indian automotive sector, your Company witnessed a de-growth in these business segments. Your Company believes in being a strategic technology partner with customers and is engaged in joint development with them. Your Company continues to explore new markets and new products including leveraging global acquisitions made by The Timken Company to launch these products in India as well. 34


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    THIRTY-THIRD ANNUAL REPORT Your Company was recipient to the following awards: – Excellence in Manufacturing from Indo-American Corporate Excellence Award – DL Shah Quality Award- Silver award for 'The Yield and Productivity Improvement’ – Award for Energy Efficiency in Supply Chain by Tata Motors – Recipient of the award for Best Supplier from TATA Motors – Dana award for Expand Global Markets, recognizing successful and substantial efforts put in by a Supplier to support them across platforms and geographies – GE India conferred 'Best Supplier Support' award Opportunities The Current ratio of the Company during the year has significantly increased by 29% over the previous year, largely due to cash and cash equivalents generated from Company's operating activities and 8% reduction in current liabilities majorly from trade payables and income tax liabilities over the previous year. In addition, the Company has reported significant increase in operating profit margin & net profit margin by 27% & 66% respectively. This is mainly on account of leverage of production cost, other operating expenses and income tax rate change during the year. There are no other key financial ratios which had significant change during the year. Financial Statements Analysis Despite challenging economic environment, the Company's revenue was down only by 2% during the financial year 2019-20, in comparison to the previous year. (Refer Note 26). Decrease in Expenses in 2019-20 compared with 2018-19 was primarily due to reduction in material consumption and traded goods cost by 7.5%, operational efficiencies improvements and absence of expenses incurred in the process of business combination. As a result, Profit before Tax (PBT) increased in the financial year 2019-20, in comparison to the previous year by 36.9%. Improvement of Profit After Tax (PAT) from Rs. 1,486 million to Rs. 2,461 million was driven by lower tax expenses as a result of Company adopting to new tax regime under section 115BAA. This resulted in the effective tax rate for 2019-20 to 19.66% (refer Note 20B), as compared to 33.59% in the previous year. Earning Per Share for the year 2019-20 was Rs. 32.72 as against Rs. 19.92 the previous year, a growth of 64% primarily driven by improvement of profit. (refer Note 34), During the year, the Company has generated Rs. 3,566.89 million cash surplus from its operations as against Rs. 2,487.82 million during previous year. Property, plant and equipment net of depreciation has increased by Rs 334 million primarily driven by the addition of plant & equipment at our manufacturing operations. Right to Use Asset as at 31st March 2020 is Rs. 1092.16 million. On transition to Ind AS 116, the Company has recognised right of use assets amounting to Rs. 32.15 million and reclassified certain intangibles reported in previous year for Rs. 1093.77 million. The Company has created corresponding Lease liabilities amounting to Rs. 36.31 million and credited Rs. 4.16 million in retained earnings as at April 1, 2019, which is the adoption date of this new standard. (refer Note 4). Capital work in progress has increased by Rs 930.09 million primarily driven by various expansion projects in process in both of our manufacturing plants. These projects follow the project management process and are being monitored by the project management team to ensure timely completion. These projects will be capitalized as and when these assets are ready to use. Reduction of intangible Assets is primarily on accounts of reclassification of few intangibles to Right of Use on adoption of Ind AS 116 effective 1st April 2019. (Refer note 4). Inventory as at 31st March 2020 has reduced by Rs. 256.64 million compared to the previous year in line with volume reduction well supplemented with other continuous improvement ideas. (Refer Note 10) Investments in short-term mutual funds were reduced to Rs. 131.66 million as at 31st March 2020 as compared to Rs. 1757.24 million as at 31st March 2019. (Refer Note 7B). This reduction was primarily for conversion of certain mutual fund investments to Bank deposits having original maturity period less than three months, in line with Company's investment strategy of the surplus funds to optimize the return with minimum risk. Trade Receivables reduced by Rs. 104.24 million (refer Note 11) in commensurate with revenue reduction. Cash and Cash Equivalent as at 31st March 2020 was Rs. 4 ,146.51 million compared to Rs. 219.09 million as at 31st March 2019. This increase was primarily driven by conversion of investment in Mutual Funds to Bank deposits having original maturity period less than three 35


  • Page 37

    TIMKEN INDIA LIMITED months and cash generated during the year as stated in the cash flow. (Refer Note 12 A). Other Current Assets as at Balance Sheet date on 31st March 2020 was Rs. 274,24 million as compared to Rs. 522,22 million as at 31st March 2019, primarily due to reduction in balances with statutory and Government authorities. (Refer Note 15). Trade Payables were Rs. 2,139 million as at 31st March 2020 as compared to Rs. 2,334.97 million as at 31st March 2019. This reduction was in commensurate with the reduction of expenses during the year. 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. Merger of ABC Bearings with your company will bring significant growth opportunities as global and Indian automotive sector revives. 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 to solve their problems and 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 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 creates 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. The impact of COVID-19 and the lockdown it triggered is clearly visible in the market and has affected both Automotive & Industrial market adversely. It led to massive Supply Chain disruptions and production halt since latter half of March 2020. It is expected to create a slowdown in both supplies and demand, but they are expected to start picking up in latter half of 2020. Your Company is continuously working towards mitigating the challenges due to the pandemic. Multiple steps have been taken to ensure safety of its associates. Low quality counterfeit or spurious products pose bigger risk to end users and threat to superior manufacturer. Efforts are being taken by the manufactures to educate customers on importance of using genuine high-quality bearings 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 The Company has an internal control system commensurate with the nature of its business, size and complexities of its operations. The adequacy and effectiveness of Internal controls are continuously examined by the independent Internal Auditor appointed by the company and findings of these audits including its recommended improvements are reported to the Audit Committee of the Board The adequacy of internal control system has also been examined by Statutory Auditors and the Company has not received any adverse comments from them on adequacy of the internal control system. The scope of Internal Audit is annually determined by the Audit Committee considering the inputs from the Statutory Auditors and the Management. HR Front During the financial year under review, the Company did not witness any adverse developments on the HR/IR front. Relationship between Associates of the Company and Management remains congenial all through-out the year. The Company employed 1,269 Associates as on March 31, 2020. 36


  • Page 38

    THIRTY-THIRD ANNUAL REPORT Cautionary Statement Certain statements made in this Report describing 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: 8 June, 2020 DIN: 05159352 37


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    TIMKEN INDIA LIMITED Annexure - IX Corporate Governance Report Company's philosophy on code of governance Timken’s mission, vision and core values guide the Company and this direction keeps the Company successfully working together, so as to enable us to make the world a more productive place and deliver value to our stakeholders. The Vision Statement of the Company expresses its aspiration to be the global leader in bearings and mechanical power transmission, continually improving performance, reliability and efficiency. This, it is believed, will help the Company in maximizing the shareholders’ value. The Company’s Standards of Business Ethics Policy - Code of Conduct is the foundation of its outstanding reputation for integrity, ethics and respect for the law. This code of conduct contains the moral and ethical standards by which each associate, officer and director of the Company is required to conduct the business activities of the Company. Every associate, officer and director needs to understand and adhere to these standards. Towards achieving these objectives, the Company has put in place a number of systems to ensure transparency in decision-making, empowerment at different levels, accountability and integrity. These systems are continuously monitored and fine-tuned so as to bring them in line with the changing requirements under various laws including 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, 2020 and also at the last Annual General Meeting, 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 12 August, companies* companies** financial 2019 year ended 31 March, 2020 Chairman Member Mr. Sanjay Koul Promoter Director 4 Yes - - - (DIN: 05159352) Executive, Non-Independent Mr. P S Dasgupta Non-Executive, Independent 3 Yes 16 2 5 (DIN: 00012552) Mrs. Rupa Mahanty1 Non-Executive, Independent 2 Yes NA NA NA (DIN: 06746148) Mrs. N S Rama2 Non-Executive, Independent 2 NA 1 1 1 (DIN: 06720033) Mr. Bushen Lal Raina Non-Executive, Independent 4 Yes - - - (DIN:00182160) Mr. Ajay K Das3 Promoter Director 1 Yes NA NA NA (DIN: 02697466) Non-Executive, Non-Independent Mr. Douglas Smith4 Promoter Director NA NA - - - (DIN: 02454618) Non-Executive, Non-Independent Mr. Avishrant Keshava Promoter Director 4 Yes - - - (DIN: 07292484) Executive, Non-Independent 1 Ceased to be a Director w.e.f. 30 September, 2019 on completion of her tenure of 5 years 2 Appointed as an Independent Director w.e.f. 25 October, 2019 3 Resigned as a Director w.e.f. close of business hours on 4 February, 2020 4 Appointed as a Director w.e.f. 7 February, 2020 * 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 38


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    THIRTY-THIRD 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 Companies. The Company is in receipt of declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors. Mrs. N S Rama is also an Independent Director of Xchanging Solutions Limited and Mr. P S Dasgupta is also an Independent Director of five listed Companies namely Cummins India Limited, Bhilwara Technical Textiles Limited, Maral Overseas Limited, RSWM Limited and Ester Industries Limited. In the table below core skills/expertise/competencies required in the context of business of the Company identified by the Board of Directors and the names of Directors who possess such skills/expertise/competencies are provided: Core skills/ expertise/competencies Availability with Board Names of Directors Financial Management Yes Sanjay Koul, Avishrant Keshava, P S Dasgupta Leadership Yes All the Directors Technology Yes Sanjay Koul, N S Rama, Douglas Smith Production and Engineering Yes Sanjay Koul, Bushen Lal Raina, Douglas Smith Legal and Tax Yes P S Dasgupta, Avishrant Keshava Human Resource Yes All the Directors Board and Corporate Governance Yes All the Directors Sales and Marketing Yes Sanjay Koul, Bushen Lal Raina Mergers and Acquisitions Yes Sanjay Koul, P S Dasgupta, Avishrant Keshava Business Strategy and System Yes All the Directors The tenure of 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 terms and conditions of appointment of Independent Directors on its website www.timken.com/en-in. During the financial year ended 31 March, 2020, four Board Meetings were held on 21 May, 2019; 12 August, 2019; 25 October, 2019 and 7 February, 2020 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, 2020. 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, Independent Directors fulfil 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 and Mr. Bushen Lal Raina holds 150 equity shares of the Company. Mrs. N S Rama and Mr. Douglas Smith do not hold any share of the Company. The Company has not issued any convertible instrument. Familiarization Program 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. 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, 2020. Mr. Dasgupta, Chairman of the Audit Committee, was present at the 32nd Annual General Meeting of the Company held on 12 August, 2019. During the financial year ended 31 March, 2020, four Audit Committee Meetings were held on 21 May, 2019; 12 August, 2019; 25 October, 2019 and 7 February, 2020 respectively. 39


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    TIMKEN INDIA LIMITED During the year ended 31 March, 2020, composition of the Audit Committee and details of meetings attended by the members thereof were as follows: Name of the Members Designation Category No. of Meetings attended Mr. P S Dasgupta Chairman Non-Executive, Independent 3 Mr. Sanjay Koul Member Promoter Director 4 Executive, Non-Independent Mrs. Rupa Mahanty1 Member Non-Executive, Independent 2 Mr. Bushen Lal Raina Member Non-Executive, Independent 4 Mrs. N S Rama2 Member Non-Executive, Independent 1 1 Ceased to be a member w.e.f. 30 September, 2019 2 Appointed as a member w.e.f. 25 October, 2019 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 Role of the Nomination and Remuneration Committee is as per what is described in Part D (A) of 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, 2020, two meetings of the Nomination and Remuneration Committee were held on 25 October, 2019 and 7 February, 2020. During the year ended 31 March, 2020, composition of the Nomination and Remuneration Committee and details of meetings attended by members thereof were as follows: Name of the Members Designation Category No. of Meetings attended Mrs. Rupa Mahanty1 Chairperson Non-Executive, Independent NA Mrs. N S Rama2 Chairperson Non-Executive, Independent 1 Mr. P. S. Dasgupta Member Non-Executive, Independent 1 Mr. Bushen Lal Raina Member Non-Executive, Independent 2 Mr. Ajay K Das3 Member Non-Executive, Non-Independent - Mr. Douglas Smith4 Member Non-Executive, Non -Independent NA 1 Ceased to be the Chairperson w.e.f. 30 September, 2019 2 Appointed as the Chairperson of the Committee w.e.f. 25 October, 2019 3 Ceased to be a member w.e.f. close of business hours on 4 February, 2020 4 Appointed as a member w.e.f. 7 February, 2020 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 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. 40


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    THIRTY-THIRD ANNUAL REPORT Remuneration of Directors Except for sitting fees paid to the Independent Directors for attending the meetings of the Board or Committees thereof or professional fees paid to firm where Independent Director is Partner, 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 executive directors on the Board of Directors of the Company, after obtaining requisite approvals. As per practices consistently followed by the Company, Performance Incentives (variable component) were based on performance criteria laid down at beginning of the year broadly taking into account 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 2019-20 Non-Executive Directors Name of the Director Sitting Fees (`) Mr. P. S. Dasgupta 3,10,000 Mrs. Rupa Mahanty 1,80,000 Mr. Bushen Lal Raina 4,90,000 Mr. Ajay K Das Nil Mrs. N S Rama 2,70,000 Mr. Douglas Smith Nil Executive Directors (In `) Name of the Director Salary & Allowance Perquisites Performance Incentive Stock Option Mr. Sanjay Koul 1,68,56,351 88,01,195 62,23,328 Nil Mr. Avishrant Keshava 54,68,355 14,20,540 13,65,499 Nil The terms of appointment of the Executive Directors are governed by 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. 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, 2020, one meeting of the Stakeholders Relationship Committee was held on 5 March, 2020. 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. 41


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    TIMKEN INDIA LIMITED During the year ended 31 March, 2020, composition of the Stakeholders Relationship Committee and details of meeting attended by the members thereof were as follows: Name of the Members Designation Category Attendance (5 March, 2020) Mrs. N S Rama1 Chairperson Non-Executive, Independent Yes Mrs. Rupa Mahanty2 Chairperson Non-Executive, Independent NA Mr. Sanjay Koul Member Executive, Non-Independent Yes Mr. Douglas Smith3 Member Non-Executive, Non-Independent No Mr. Ajay K Das4 Member Non-Executive, Non-Independent NA 1 Appointed as the Chairperson of the Committee w.e.f. 25 October, 2019 2 Ceased to be the Chairperson w.e.f. 30 September, 2019 3 Appointed as a member w.e.f. 7 February, 2020 4 Ceased to be a member w.e.f. close of business hours on 4 February, 2020 As required under law, Company Secretary & Chief - Compliance acted as Secretary of the Stakeholders Relationship Committee. Mr. Soumitra Hazra, Company Secretary and Chief – Compliance retired from services of the Company on attaining age of 60 years with effect from 25 September, 2019. Mr. Mandar Vasmatkar was appointed as Company Secretary & Chief-Compliance with effect from 1 October, 2019. Mr. Vasmatkar is Compliance Officer under Listing Regulations. No. Particulars Q1 Q2 Q3 Q4 Total in the year 1. Number of shareholders’ complaints/queries received so far 443 397 322 328 1490 2. Number not solved to the satisfaction of shareholders 0 0 0 0 0 3. Number of pending complaints/queries 0 0 0 0 0 General Body Meetings Location, date and time of last three Annual General Meetings held during last three years: Year Location Date Day Time No. of Special Resolutions 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, Bengaluru - 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, Bengaluru - 560 100 2018-19 Tangerine Conference Hall 12 August, 2019 Monday 10 am – Lemon Tree Hotel, Plot No. 54B/55A, Hosur Main Road, Electronic City, Phase I, Bengaluru - 560 100 Note: (a) No Special Resolution was required to be passed in 2019-20 through Postal Ballot. (b) No Special Resolution is proposed to be conducted at the ensuing Annual General Meeting. 42


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    THIRTY-THIRD 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 for first two quarters were published in Economic Times (English) and Samyukta Karnataka (Kannada). Quarterly results for last two quarters were published in Financial Express (English) and Prajavani (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 20 August, 2020 2. Financial Calendar The financial year covers - 1 April, 2019 to 31 March, 2020. 3. Dividend Payment Date Within 30 days from date of declaration at AGM 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 2020-21. 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, 2020 : Month High (Rs.) Low (Rs.) April 2019 625.00 545.00 May 2019 758..10 524.00 June 2019 745.95 656.60 July 2019 749.00 640.00 August 2019 734.85 629.05 September 2019 816.00 682.55 October 2019 899.20 738.60 November 2019 920.20 819.30 December 2019 937.45 921.55 January 2020 1028.00 890.05 February 2020 1101.00 932.55 March 2020 995.70 650.00 43


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    TIMKEN INDIA LIMITED 7. Performance in comparison Performance of the Company’s Share Prices in comparison of BSE Sensex is given to broad-based indices such below: as BSE Sensex, CRISIL Index etc. 1200.00 43000.00 42000.00 1000.00 41000.00 Sensex (Points) 800.00 Price (Rs.) 40000.00 600.00 39000.00 38000.00 400.00 37000.00 200.00 36000.00 0.00 35000.00 9 9 9 9 r-1 9 -1 ul-1 -1 9 19 -1 19 19 20 20 0 y-1 n g p- ct v- c- n- b- r-2 Ap M a Ju J Au S e O N o D e J a Fe M a 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 Request for registration of transfer of shares held in physical form were processed every 10 -12 days. The Stakeholders Relationship Committee is delegated with power to approve registration of transfer/transmission of equity shares. In terms of Listing Regulations, 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 31 March,2020 is given below: Range (Rs.) Accounts Shares % 1 – 5000 49550 6654011 8.83 5001 – 10000 77 554635 0.73 10001 – 20000 50 691515 0.91 20001 – 30000 17 408051 0.51 30001 – 40000 13 451240 0.59 40001 – 50000 13 593790 0.92 5001 – 100000 27 1874102 2.47 100001 and above 36 63991390 85.04 49783 75218734 100.00 44


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    THIRTY-THIRD ANNUAL REPORT 12. Dematerialisation of The Company has arrangements with National Securities Depositories Limited (NSDL) as Shares and liquidity well as the Central Depository Services (India) Limited (CDSL) for Demat facility. As on 31 March, 2020, 98.14% of the Company’s Equity Share Capital is dematerialized. The Equity shares of the Company are listed and 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 the Financial Statements activities 15. Plant location The Company’s Plants are located at : l Bara, P.O. Agrico, Jamshedpur – 831 009. l Plot no 109A, 109B, 1 -B- C, Narmadanagar, Bharuch – 392015 16. 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 Bengaluru – 560 100 e-mail: rta@cbmsl.com Tel. No. 080 - 41362000 Fax No. 080-41362010 e-mail: mandar.vasmatkar@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 2019-20. Senior management personnel have declared that during the year ended 31 March, 2020, the 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 note no 38 to the Financial Statements). 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 Open Door Policy and adequate safeguards have been provided against victimization of the reporting directors/ associates. The Whistle Blower Policy of the Company is disclosed on the Company’s website at www.timken.com/en-in. The Company has received 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. During the year under review, the Company’s policy pertaining to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 was in place. During the year, one complaint was received. Investigation was carried out by the Internal Complaints Committee and based on its recommendation, necessary action has been taken. During the year under review, no credit rating was required to be 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 note no 33 to the Financial Statements). 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/. 45


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    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: 1. 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. 2. 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. 3. Audit Qualification – The Auditors’ Report on the Company’s financial statements does not contain any qualification. 4. Reporting of Internal Auditor – M/s KPMG (Registered) acted as the Internal Auditors for FY 2019-20 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: 8 June, 2020 DIN: 05159352 CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE Corporate Identity No : L29130KA1996PLC048230 Nominal Capital : Rs. 113,00,00,000/- To The Members of Timken India Limited We have examined all the relevant records of Timken India Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2020. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification. The compliance of conditions of corporate governance is the responsibility of the Management. Our 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 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 our opinion and to the best of our information and according to the explanations and information furnished to us, we certify that the Company has complied with all the mandatory conditions of Corporate Governance as stipulated in the said Regulations. As regards Discretionary Requirements specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has complied with items C and E. For V. Sreedharan & Associates Company Secretaries Sd/- Place : Bengaluru Pradeep B. Kulkarni Date : 8 June, 2020 Partner UDIN : F007260B000321961 F.C.S.7260; C.P.No.7835 46


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    THIRTY-THIRD ANNUAL REPORT Annexure - X Declaration in terms of Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - 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 Members of Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31 March, 2020. For the purpose of this declaration, Senior Management Personnel means Senior Management as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For and on behalf of the Board of Directors Sd/- Sanjay Koul Place: Bengaluru Chairman & Managing Director Date: 8 June, 2020 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 mandar.vasmatkar@timken.com 6. Financial Year reported 2019-20 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. Bharuch 3. Bengaluru 4. Delhi 5. Kolkata 6. Pune 7. Chennai 10. Markets served by the Company - Local / State / National / International All 47


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    TIMKEN INDIA LIMITED SECTION B: FINANCIAL DETAILS OF THE COMPANY 1. Paid up Capital (INR) 752 M 2. Total Turnover (INR) 16,405 M 3. Total profit after taxes (INR)* 2,461 M 4. Total Spending on Corporate Social Responsibility (CSR) 1.36% (with respect to 3 above) as percentage of profit after tax (%) 5. List of activities in which expenditure in 4 above has been incurred: Area in which the above expenditure has been incurred includes Preventive Healthcare, Sanitation, Promoting Education and Skill Development. * 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. 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 & 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 & Whole-time Director 4. Telephone number 080-41362000 5. e-mail id avishrant.keshava@timken.com 48


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    THIRTY-THIRD ANNUAL REPORT SECTION D: BR INFORMATION (Contd.) 2. Principle-wise (as per NVGs) BR Policy/Policies (a) Details of compliance (Reply in Y/N) No. Questions P P P P P P P P P 1 2 3 4 5 6 7 8 9 1 Do you have a policy/ policies for? Y Y Y Y Y Y Y Y Y 2 Has the policy being formulated in consultation with Y Y Y Y Y Y Y Y Y the relevant stakeholders? 3 Does the policy conform to any national / international Y Y Y Y Y Y Y Y Y standards? If yes, specify? (50 words) 4 Has the policy being approved by the Board? Is yes, has it Y Y Y Y Y Y Y Y Y been signed by MD/ owner/ CEO/ appropriate Board Director? 5 Does the Company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y 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 Y Y Y Y Y Y Y Y Y internal and external stakeholders? 8 Does the Company have in-house structure to implement Y Y Y Y Y Y Y Y Y the policy/ policies. 9 Does the Company have a grievance redressal mechanism Y Y Y Y Y Y Y Y Y related to the policy/ policies to address stakeholders' grievances related to the policy/ policies? 10 Has the Company carried out independent audit/ evaluation Y Y Y Y Y Y Y Y Y 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 P P P P P P P P P 1 2 3 4 5 6 7 8 9 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? The Company Publishes Business Responsibility Report as part What is the hyperlink for viewing this report? How frequently it of Annual Report and it can be accessed at the website of is published? the Company at http://www.timken.com/en-in 49

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