Annual Report PDF
Annual Report PDF
Annual Report PDF
SAFER
SMARTER
BETTER
CEAT Limited
hello happiness
Last year, we launched the RPG Group’s new brand tagline – ‘hello happiness’, which is now an
integral part of our Group’s ethos. Our Vision tenets clearly outline the path we all collectively traverse
– one that seeks to propel every RPGian to overcome their own limitations; one that drives each one
of us to contribute and shape the lives of others around us positively; an organization where dreams
will not be constrained by fences. The smiley signifies ‘THAT’ happiness which is within our grasp and
is the culmination of our Vision tenets captured in our tagline. ‘hello happiness’ is a bold statement
that helps us open our doors to a world of opportunities and possibilities; a statement that signifies our
intent to touch and enrich the lives of others.
Forward-looking statement
In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This Report
and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s
plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’,
‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-
looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties
and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results
could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-
looking statement, whether as a result of new information, future events or otherwise.
We build best-in-class products through a culture of continuous innovation. Our tyres are
durable and provide a secure grip, thereby ensuring the safety of our customers on the
road, every day. We are expanding our reach and distribution, introducing differentiated
products and creating strong brand associations and social media presence. With our
cutting-edge mobility solutions, we are leaving no stone unturned in our drive to create a
‘SAFER SMARTER BETTER’ tomorrow.
Index
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Strong
brand equity
CHALLENGER
Innovative and agile, questioning the existing ways and
promoting experimentation
E 663 Crores
Consolidated EBITDA (excluding
non-operating income)
ASPIRATION-LED
Purpose-led, passion for superior performance and
walking the extra mile
E 251 Crores
INTEGRITY Consolidated PAT
Being authentic, transparent and keeping commitments
RESULT OBSESSION
Passion, high energy, speed and collaboration E 12
Dividend per share
OPENNESS
Approachable open and boundary-less
E 1,199 Crores
Capital expenditure
100+ countries
$1 Billion
Global presence
CEAT Limited 3
Financial Highlights (Consolidated)
On a Steady Path
Net Sales (`in lacs) EBITDA
15.00
5,51,527
6,21,458
70,299
83,706
70,378
66,724
70,174
FY 15 FY 16* FY 17* FY 18* FY 19* FY 15 FY 16* FY 17* FY 18* FY 19*
Net Sales (`in lacs) EBITDA (`in lacs) EBITDA (%)
3.83 3.65
2,40,458
2,23,737
2,42,442
2,37,972
2,73,156
31,718
43,754
36,116
23,797
25,222
Book Value Per Share (`per share) Earnings Per Share (`per share)
108.17
84.62
89.28
58.83
62.35
424
508
597
644
684
2.03
0.75
Statutory Reports
10.00
11.50
11.50
11.50
12.00
0.39
0.29
0.37
0.30
0.51
FY 15 FY 16 FY 17 FY 18 FY 19 FY 15 FY 16* FY 17* FY 18* FY 19*
Net Debt/Equity (times) Net Debt/EBITDA (times)
Financial Statements
17.00
17.09
11.27
25.00
23.22
16.16
8.33
7.30
9.48
9.39
2.30
1.62
1.43
0.97
0.37
13,316
10,080
9,880
2,155
5,328
5.31
8.40
7.25
6.01
5.83
CEAT Limited 5
Global Presence
South-East Asia
Latin Africa
America
Operational Facilities
Bhandup, 1958
Truck Bus Bias,
Off-Highway Tyres
Ambernath, 2017
Off-Highway Radial Tyres
Statutory Reports
Financial Statements
CEAT Store - Spain
CEAT Limited 7
Product Portfolio
CZAR HP Fuelsmarrt
Tyres that provide Tyres that provide low
superior control at rolling resistance, thus
high speed translating into greater
fuel savings
Milaze Gripp X3
Tyres with superior life Tyres that provide long
lasting grip
Zoom Gripp XL
yres that provide
T Tyres that provide
control at high speed better grip over different
terrains
WinMile X3 WinLoad X3
Tyres with high mileage Tyres made to carry
(for long haul highway heavy loads
application)
Statutory Reports
Off-Highway Tyres
Financial Statements
Minemax Floatmax FT
Tyres with puncture Tyres with additional
resistance, superior traction and stability with
traction, enhanced a firm grip on the loose
grip and higher surface conditions typical to
mileage agricultural land
CEAT Limited 9
Light Commercial Vehicle Tyres
Milaze LT
Tyres for passenger application
with long life and durability
CEAT Limited 11
Associations
Corporate Overview
Statutory Reports
CEAT entered into an association with Mayank Agarwal, a CEAT Cricket Rating (CCR) is the first cricket rating to officially
promising young Indian Cricketer. This endorsement makes recognise and reward cricketers for their performances in the
Mayank a valuable addition to team CEAT, which also has international and domestic cricket arena. The CCR International
the likes of Rohit Sharma, Ajinkya Rahane, Shubman Gill and Awards 2019 honoured the best of the international cricketers
Harmanpreet Kaur. CEAT also renewed it’s association with like Rohit Sharma, Jasprit Bumrah, Virat Kohli, Cheteshwar
Rohit Sharma. Pujara.
Financial Statements
Notice & Proxy
INDIAN PREMIER LEAGUE TORINO FOOTBALL CLUB
CEAT continued its ongoing partnership with Indian Premier CEAT tied up with Torino FC, one of the leading football clubs
League as the ‘Strategic Timeout Partner’ driving higher in the Italian Serie A, for a period of two years, to expand its
visibility during the biggest cricketing event in India. presence in the European markets.
CEAT Limited 13
14 Annual
Annual Report
Report 2018-19
2018-19
New OEM Entries
CEAT continued to strengthen its association with
major Indian and Global OEMs leading to its entry in
Corporate Overview
multiple new OEM projects.
Statutory Reports
Financial Statements
Hero Destini Royal Enfield Royal Enfield Bullet Trails Royal Enfield
Classic ABS Himalayan ABS
CEAT Limited 15
Campaigns
Smarter
CONNECT
Road safety is central to CEAT’s
business philosophy and we
strive to communicate the same
through our campaigns.
Corporate Overview
Statutory Reports
The Gripp X3 brand campaign was Kumbh Mela in India attracts massive
created to generate consumer crowd which brings unique challenges
awareness and promote the benefits along with it. CEAT identified three major
of a tyre that has an ‘everlasting’ grip. issues at the Kumbh Mela – injuries,
The campaign challenges customer crowd control and women’s safety. As a
belief that an old tyre is more likely brand that stands for safety on-road
to cause accidents. The campaign and off-road, we decided to take a
emphasises that the Gripp X3 tyre with step ahead and extend a helping hand.
Dual Compound Technology (DCT) #CEATGripp X3 We introduced the #CEATSafetyBanner, #CEATSafetyBanner
Tyres
provides a grip as good as a new tyre an easy-to-use multipurpose safety
Financial Statements
even when the tyres become old, thereby device that transforms into a stretcher,
allowing the rider to have a safe drive a barricade and a changing room.
on the road.
CEAT Limited 17
Awards & Recognitions
Winning through
Excellence
IR Magzine Award
- Best IR Team in
the small to midcap
category 2018
British Safety
Council’s ‘Sword
of Honour’
- Manufacturing
excellence at
Nagpur Plant
Statutory Reports
recognized as the Young
Entrepreneur of the
Year 2018
Kyoorius Design
Awards – Big elephant
for ‘CEAT Safety Grip’
Financial Statements
TISS Leapvault CLO
Awards - Gold for Best
Programme for ‘Sales
Enablement’ and Silver
for ‘Best Diversity and
Inclusion Training
Programme’
ET Innovation Award
for Marketing & Brand
Innovation - CEAT’s
media campaign
on road safety
Forebs India -
Mr. Anant Goenka chosen
as ‘Tycoon of Tomorrow’
CEAT Limited 19
Committed towards a
SAFER
TOMORROW
Safety is of utmost importance to
CEAT, for our customers as well as
for our employees. We, therefore,
invest well towards creating safer
products for the customers and
building safer work environment
for the employees.
Corporate Overview
We have built an ecosystem where designing,
testing and extensive field research validate the
life and performance of the tyres, optimizing
the three parameters in the Magic Triangle of
Tyre technology: Rolling Resistance, Grip and
Tread-wear.
Statutory Reports
Financial Statements
These tyres are developed with Dual These innovative tyres come with These tyres are designed to provide
Compound Technology, which provides puncture resistant technology to ensure a mix of comfort and safety at high
grip even when the first layer of the tyre that customers enjoy a hassle-free and speed driving. The tyres have wide
is worn out. This everlasting grip action safe ride without the fear of punctures, longitudinal grooves intended for
is effective even up to 80% tyre wear, which are the most common cause of aquaplaning resistance, while the new
thus providing complete confidence and two-wheeler accidents in India. generation compound is intended to
safety to the rider throughout the lifetime provide superior grip. Their optimised
of the tyre. tread pattern helps in lowering the noise,
thereby giving customers a peaceful and
comfortable drive.
Nagpur plant was awarded with the Bhandup plant was successfully Ventilation at Bhandup plant improved
coveted ‘Sword of Honour’ by British certified with ISO 45001:2018, Standard through infrastructure development at
Safety Council for demonstrating for Occupational Health & Safety the shop floor. Silencers were installed at
highest standard of health, safety and Management System, first in Indian tyre Banbury RAM exhaust resulting in noise
environmental management. industry, achieving it in a short span of 6 reduction by ~21 decibels.
months from the release of the standard.
CEAT Limited 21
Driving towards a
SMARTER
TOMORROW
At CEAT, our driving force is working
towards a smarter tomorrow, by
investing in upgrading technological
and R&D capabilities to deliver high-
quality, innovative and customized
products across categories. CEAT
facilities are well-equipped with
new simulation technologies for
predictive testing, enabling better
understanding of products.
Corporate Overview
understand our products better, thus enhancing our capability
of producing future-ready tyres.
The Design & Advance Engineering plays
an important role in ensuring that we
deliver innovative and quality products.
The use of digital and automation has
also helped reduce product development
time. The use of semantic approach
with updated pattern bank has assisted
in developing new products for Original
Equipment (OE) and Replacement
markets. We have elevated test facilities
Statutory Reports
by installing High Speed Uniformity, Flat
Trac and Semi Anechoic Chamber, which
has reinforced objective testing and
timely development of products to meet
customer requirements.
DIGITAL INITIATIVES manual tasks and help automate their by SMS/e-mail and monitor through
• CEAT has extensively used digital to business operations. remote locations
improve the experience of its business
partners and simplify their day to day
• Digital projects such as Maintenance • Enhanced engineering controls
operations. Dealer portal is one such
4.0, online temperature monitoring for machines after detailed
initiative which helps dealers register
system, online utility parameter risk assessment
warranties and claims, check their
Financial Statements
monitoring system, energy monitoring
financial transactions, view product
system and others to ease fault • Significant improvement in energy
catalogue and place orders with CEAT
traceability, receive predictive alerts convention by improvement of boiler
which helps them reduce their time in
evaporation ratio
CEAT Limited 23
Striving towards a
BETTER
TOMORROW
Sustainability is a key business
priority for CEAT with there being
a clear transition towards greener
mobility solutions worldwide. Our
capabilities, culture and use of best
available technology enable us to
prepare for a better tomorrow and
touch the lives of our stakeholders
positively.
Corporate Overview
to achive business breakthroughs. We have identified several
new functional and nano materials for ‘greener’ tyre
compounds, which meet stringent requirements of grip, rolling
resistance and noise, while ensuring a ‘sustainable’ future.
Statutory Reports
and Ph.D. programmes in collaboration
with IITs and German Universities.
Aggressive approach in the areas
of patent filing and research/special
projects has created a total of 46 patents
and 51 design registrations cumulatively.
Financial Statements
Our approach to the future
CEAT Limited 25
Corporate Social Responsibility
Enriching Lives
Netranjali
The project aims at providing comprehensive vision/eye care to prevent avoidable
blindness. During the year, the project screened 1,67,328 people (including 1,17,182
truck drivers, 14,568 bus drivers and 35,578 beneficiaries from community and
schools), through 1,895 eye camps and 244 days of at the Vision Centre. Under the
project, 86,097 spectacles were distributed and 12,857 referrals were provided for
severe cases.
The sixth edition of Travel Safe, starting from February 11, 2019 in Indore, targeted
~1,000 drivers for free eye check-up services under CEAT’s Netranjali programme.
This edition’s prime focus is on the road safety of school children. As a result,
CEAT is partnering with local authorities in areas close to schools to create maximum
awareness around the initiative.
Women’s Empowerment
We have undertaken several initiatives to empower women with skills and
employment opportunities, thereby helping them gain financial independence and
enhance their family incomes.
SWAYAM
We imparted driving skills to women and helped them get licences to be employed
as drivers in the transport sector. We trained them to drive taxis, school vans
and two-wheelers to earn a livelihood. While 1,279 women across locations
(728-two‑wheeler, 361 – three-wheeler, 250 – four-wheeler) enrolled in the driver’s
training programme, 600 women completed their training for two-wheeler riding,
258 women completed training for three-wheeler driving and 199 women completed
their training for four-wheeler driving. These women are in the process of procuring
their permanent driving licences, post which they will receive placement support.
The women were trained across Mumbai, Nagpur, Chennai, Delhi, Indore,
Bhopal, Jaipur and other cities.
Corporate Overview
KEC International and Raychem RPG).
719 114
women provided with livelihood candidates trained in Halol
options in healthcare sector
Education
PEHLAY AKSHAR
The project focuses on primary education, with emphasis on English speaking and
reading skills to enhance employability. The initiative reached out to 2,932 students
Statutory Reports
across 26 schools in Mumbai (Worli and Bhandup), Halol and Nashik. We also
invested in developing 11 Pehlay Akshar classrooms across Bhandup, Nasik and
Halol. The programme also trained 670 teachers from government and municipal
schools. This included three training sessions spread across the academic year
with weekly group coaching sessions that focused on implementing the ‘Magic
Classroom’ principles in the schools.
2,932 670
students reached out across teachers from government and
Mumbai (Worli and Bhandup), municipal schools trained under
Halol and Nashik the programme
Financial Statements
Community Development
expected to impact over 10,500
beneficiaries. In addition, 11
Rainwater Harvesting Systems were
supported (Nashik – 3 units complete
and 3 ongoing; Bhandup – 5 units
ongoing).
CEAT Limited 27
People Practices
ATTRACTING AND
RETAINING TALENT
We seek to engage and attract bright
minds wherever we operate. We also
want to enable our employees to
develop their skills and potential to take
themselves and our business further.
We encourage our people to invest
in learning throughout their career by
providing multiple opportunities and
platforms that fit their needs. The aim
is to enable our employees to meet
their career aspirations and perform
successfully.
29
CEAT Limited
Board of Directors
Governed by
an Able Leadership
3 7 4 9 2 5
6 11 1 8 10
Corporate Overview
Institute of Technology, Kharagpur in acquisitions, strategic planning, etc.
of experience in Strategy, Marketing
Mechanical Engineering in 1985. Further, He has also worked with the RPG
and People Management. Ms. Lal’s
he did PGDM from Indian Institute of group as Group CFO and Management
last held role was CEO for NourishCo
Management, Calcutta in 1987. Board Member. Mr. Gupta has received
Beverages – a strategic joint venture
numerous recognitions for his business
4 between the Tata group and PepsiCo.
Atul C. Choksey acumen. He was awarded the CFO of
Earlier, she was Executive Director –
Independent Director the Year Award, Special Commendation
Marketing, PepsiCo Beverages and a
Mr. Atul C. Choksey is currently the for Financial Excellence (Mergers &
key member of the Executive Committee
Chairman of Apcotex Industries Limited. Acquisitions Category) in 2001 by IMA
of PepsiCo Indian Beverages. Her work
He joined Asian Paints (India) Limited (formerly known as EIU), New Delhi.
experience spans multiple disciplines,
as a Junior Executive in July 1973 Mr. Gupta holds Honours Degree in
geographies and cultures and she has
and was subsequently appointed as B. Com; L.LB (Gen.) and is Fellow
many recognitions to her credit, including
Whole-time Director of Asian Paints Member of ICAI and ICSI holding Third
being chosen as one of India’s top 20
Statutory Reports
with effect from May 1979. He served Rank and a Silver Medal in Company
Businesswomen by Business Today and
as the Managing Director of Asian Secretaries Final examination.
awarded the Corporate Woman of the
Paints from April 1984 to August 1997.
7 Paras K. Chowdhary Year by the FICCI Women’s organization.
He was the President of the Indian
Ms. Lal has done MBA from Indian
Paint Association and of the Bombay Independent Director
Institute of Management, Calcutta.
Chamber of Commerce and Industry as Mr. Paras K. Chowdhary has over 35
well as Deputy President of Associated years’ experience in senior management 10 Ranjit V. Pandit
Chamber of Commerce and Industry positions in tyre industry, including as
Independent Director
of India. Mr. Choksey holds bachelor’s the Managing Director of the Company
Mr. Ranjit Pandit earlier served as
degree in Chemical Engineering from for more than 11 years. Prior to joining
Managing Director at General Atlantic
Illinois Institute of Technology Chicago the Company as the Managing Director,
LLC - a leading private equity firm.
and also Management courses in he spearheaded the Telecom Business
Prior to this, he was Managing Director
Finance, Personnel, Micro and Macro of RPG Enterprises from July 1997
and Chairman of McKinsey & Company
Economics etc. to December 2000. Earlier he was
Financial Statements
in India. He also served on a variety of
employed with Apollo Tyres Limited
5 governments and regulatory bodies
Haigreve Khaitan where he started his career from a junior
on policy. Mr. Pandit has done MBA
Independent Director management position and reached the
from Wharton School, University
Mr. Haigreve Khaitan is a Senior position of President and Whole-time
of Pennsylvania.
Partner of Khaitan & Co, a law Firm Director within a reasonable time and he
and heads the Corporate/M&A and was also instrumental in turning around 11 Vinay Bansal
Private Equity practice at the Firm. that company. Mr. Chowdhary is one
Independent Director
He is an elected member of the National of the few experts of the tyre industry
Mr. Vinay Bansal has experience in
Executive Committee of the Firm which in India.
Indian Administrative Service (IAS),
is responsible for the firm’s strategic
8 Maharashtra Cadre from 1969 to 2005.
growth and development. He advises Pierre E. Cohade
He has been part of Senior Management
companies, boards of directors and Non-Executive Director
and Administration in State and Union
financial institutions on a wide range of Mr. Pierre E. Cohade has lived and
Governments for over 35 years and retired Notice & Proxy
corporate matters, including corporate worked globally in four continents,
as the Secretary in the Department of
governance, corporate restructuring building and leading multi-billion dollars
Chemicals in the Government of India.
and other securities laws matters. He is businesses, in many cases after turning
Mr. Bansal is currently associated as a
on the Boards of various public listed them around. He is advising some
consultant with Reliance Industries Ltd
companies and often speaks at various startups and is a Senior Advisor to
for over 14 years. He has represented
industry events. He ranked amongst top Centre for Creative Leadership (CCL)
Government of India in Joint Commissions
100 lawyers in India by India Business China. He serves as Chairman of
to several countries. Mr. Bansal has
Law Journal (IBLJ) and is acclaimed the IMA CEO forum. Most recently,
done Master’s in Science and Diploma
by the corporates, industries, world’s Mr. Cohade was the CEO of Triangle
in French, from Allahabad University,
leading law chambers as an ‘Outstanding Tyre, China’s largest private tyre
Diploma in Business Management in
lawyer’ and ‘Eminent Practitioner’. manufacturer. Mr. Cohade was also
Mumbai and Petroleum Management from
the President of Goodyear Asia Pacific.
6 Arthur D’Little, Massachusetts Institute of
Mahesh S. Gupta Under his leadership, Goodyear Asia
Development, US.
Independent Director Pacific earned recognition beyond its
Mr. Mahesh S. Gupta is Managing financial success, receiving numerous
Director at Ashok Piramal Group and third-party awards for its product
oversees all businesses of the Group innovation, brand building, branded
which comprises real estate, textiles, retailing network and was named China’s
cutting tools and renewable energy. ‘Employer of the Year’ in 2010 and 2011.
Mr. Gupta has about four decades of
CEAT Limited 31
Management Discussion and Analysis
About CEAT Limited
EAT, the flagship company of RPG Group, was established in 1958.
C
CEAT is one of the largest tyre manufacturers in terms of revenue and is
one of the fastest growing tyre company in India. Recently, CEAT became a
$1 Billion Company and was recognised as one of India’s Top 25 Workplaces
(Manufacturing) by the Great Place to Work® Institute.
urrently, CEAT has footprint in over 100 countries across the world.
C
CEAT has plants in Nashik, Mumbai, Halol, Ambernath and Nagpur.
With the upcoming unit in Chennai, CEAT will have six plants in India.
Ambernath plant is undertaken by CEAT's wholly owned subsidiary.
CEAT also has a manufacturing facility in Sri Lanka through its overseas joint
ventures. CEAT is aggressively working on expanding its manufacturing
capacities across product; categories for 2-Wheeler tyres in Nagpur,
Commercial Vehicles Radial tyre plant in Halol and Off-Highway tyres in
Ambernath while also setting up a greenfield facility for Passenger Car tyres
in Chennai.
EAT has over six decades of experience and has led the industry in
C
innovation, product diversity and technology. CEAT has dedicated state-of‑
the-art R&D centres in Halol, Gujarat and Frankfurt, Germany. Built on the
corporate ethos of reliability, dynamism and toughness, CEAT is committed
to innovate, rebuild and help millions of vehicles travel safely.
Corporate Overview
half of 2018 after strong growth in 2017 and early 2018, mainly has improved significantly. Inflation has been contained, fiscal
on account of factors emanating from advanced economies. consolidation has been on the right trail and foreign investment
After expanding to 4.0% in 2017, global growth remained flows have been growing year after year. Both headline Consumer
strong at 3.8% in the first half of 2018, only to significantly Price Index (CPI) and Wholesale Price Index (WPI) inflation
drop to 3.2% in the second half. According to the International increased to 2.9% and 3.2%, respectively, in March 2019.
Monetary Fund (IMF), the global economy grew by 3.6% in However, while core CPI inflation fell to 4.7%, core WPI inflation
2018. The growth rate was weighed down by multiple factors, marginally increased to 2.5% during the month. Moreover, during
including weaker sentiments in financial markets, heightened the last few years, the Government has undertaken various
trade tensions between the US & China, macroeconomic issues reforms and equivalent budgetary allocations for every segment
in Argentina & Turkey and volatility in crude prices. However, the of the population to simplify all-inclusive growth and sustainable
US economy expanded at its fastest pace on the back of tax development of the economy.
reforms. Global corporations in the US scaled their sales and
profits, while central banks exercised well-below-normal interest India GDP growth rate (%)
Statutory Reports
rates.
Outlook
8.2
The IMF estimates world output to slow down from 3.6% in
7.1
6.8
6.7
2018 to 3.3% in 2019, before normalising back to 3.6% in
2020. Global growth has been revised downward because of
the negative effects of tariff increase endorsed in the US and
China, and weaker momentum in Europe in the second half
of 2018. A major risk to the global economic growth is the
intensification of trade wars in 2019, which is expected to pull
down the Gross Domestic Product (GDP) growth further than
projected. In addition to the US and China major economies
such as Germany and Japan may also be indirectly affected by FY 17
FY 16 FY 18 FY 19
Financial Statements
the trade war.
Source: The Central Statistics Office (CSO)
Global growth
(%) Outlook
Actual Projections Going ahead, the economy needs to take courageous steps to
Particulars
2018 2019 2020 boost the investment environment and push demand growth to
World Output 3.6 3.3 3.6 the next level. India’s robust GDP growth will continue in FY 19,
Advanced Economies 2.2 1.8 1.7 driven by the services and infrastructure sectors, better demand
US 2.9 2.3 1.9 conditions, settled GST implementation, capacity expansion
Eurozone 1.8 1.3 1.5 resulting from the growing investments in infrastructure, continuing
Japan 0.8 1.0 0.5 positive effects of the reform policies undertaken and improved
UK 1.4 1.2 1.4 credit off-take.
Other
2.6 2.2 2.5 Notice & Proxy
Advanced Economies I ndia ranked 77th in the World Bank’s Ease of Doing Business Index
Emerging Markets and 2018, moving up by 23 places. These positive developments
4.5 4.4 4.8
Developing Economies were offset by a formalised tax structure, enhanced focus on
China 6.6 6.3 6.1 infrastructure creation and reduced short-term adverse impact of
Source: The International Monetary Fund (IMF) demonetisation. According to Boston Consulting Group (BCG),
domestic consumption in India in the last decade increased 3.5
times from `31 Trillion to `110 Trillion. BCG estimates that this
Indian Economy
number will touch `335 Trillion by FY 28.
The Indian economic growth rate for FY 19 recorded a five-year
low of 6.8%, on the back of a consumption and investment
slowdown. Despite FY 18 being filled with external exposures
arising out of rising oil prices, trade wars between major global
trading partners and monetary tightening in the US, India
outshone as the world’s fastest growing major economy.
CEAT Limited 33
Management Discussion and Analysis
Corporate Overview
a volume of 3.1 Billion units in 2018. In value terms, tyre sale is Passenger Vehicle is the dominating segment in European tyre
projected to grew by 4.9% this year. Driven by rising population, market, and the segment is expected to continue its dominance
urbanisation, lifestyle changes and increase in disposable during the coming years as well.
incomes, the purchasing power of consumers worldwide has
increased significantly over the last few years. According to TechSci Research report, the African tyre market is
forecasted to grow from $ 5.57 Billion in 2017 to $ 7.50 Billion
he Asia-Pacific region is expected to continue as the world’s
T by 2023, registering a CAGR of 5.53%, owing to the rising
largest and fastest growing tyre market. Three of the world’s Passenger Car and Commercial Vehicle sales in the region.
four largest tyre markets are located in China, India and Japan. Increasing purchasing power and GDP per capita across major
By 2023, the Asia-Pacific region will be accountable for more African economies, in addition to the growing replacement tyre
than two-thirds of the global tyre demand gains. market, are likely to lift tyre sales in the region. As the African
tyre market is majorly import driven, there is focus on expanding
he North American and European markets have registered an
T the distributor and dealer network for boosting tyre sales.
Statutory Reports
outstanding CAGR in the past and continue to enjoy a strong Moreover, increasing tyre radialisation and the growing demand
position in the global market, registering a rise in sales and for Chinese tyres and used cars are expected to drive demand
increase in exports. By 2020, it is forecasted that Passenger for tyres in Africa in the coming years.
Vehicle and Light Commercial Vehicle sales would reach
16.9 Million units in Western Europe, about 3.7 Million units in China's automobile market saw slow sales in 2018, with
Central Europe and 4.6 Million units in Eastern Europe. zero growth predicted for the first time in three decades.
Slowing economic growth, lack of consumption incentives and
Growth in the number of Electric Vehicles is resulting in demand tightened car-buying restrictions have hindered the growth of
for advanced tyre performance. Consequently, new material the domestic automobile market in China. However, ongoing
development, especially new synthetic rubber, to minimise development in both urban as well as rural areas and noteworthy
trade-off between major tyre functions, such as fuel efficiency, improvement in road infrastructure are gradually boosting the
noise, has become more critical. expansion of the automobile sector as well as China’s tyre
market. China’s Ministry of Transport has stated that from 2020,
Financial Statements
assenger Vehicles are expected to hold the largest share of
P all buses in large cities must be ‘new energy’ (electric or hybrid)
tyre demand due to their increased sales. They are also likely designs. This will have a large influence on the style of tyres used
to be accessible owing to the rising income levels in developing on these large fleets, thereby creating market opportunities and
nations. These two factors will further enhance tyre sales in increasing demand.
the Asia-Pacific markets. Motorcycle tyre sales are largely
focused in the fast-growing developing areas in the Asia-Pacific Indian Tyre Industry
region, where motorcycles are used as low-cost substitutes for The Indian tyre market reached a production volume of
passenger vehicles. 192 Million units in FY 19, making it the fourth largest in the world
after China, Europe and the US. Increasing radialisation of tyres,
ccording to the TechSci Research report, the US tyre market
A especially in buses and trucks along with a growing consumer
stood at around $ 52 Billion in 2017 and is forecasted to grow at base, is currently driving the Indian tyre market. According to
a CAGR of over 4.80%, crossing $ 68 Billion by 2023. The growth ICRA, the India tyre demand is estimated to grow by 7-9% over
will mainly be attributed to the expanding vehicle fleet and growing the next five years (FY 19-23) supported by favourable outlook
construction industry in the country. With various ongoing and for the domestic automotive industry. The industry is expected Notice & Proxy
planned construction projects, the US is expected to witness to see a capital expenditure of around `20,000 Crore during this
infrastructure transformation. This will boost the developmental period.
and construction activities in various sectors across the country,
thereby driving the automobile sector in the coming years. uring the second half of FY 19, the domestic tyre industry faced
D
Further, the widespread presence of a well-established network financing problems due to the NBFC crisis. The liquidity crunch
of dealers and distributors is expected to propel tyre sales in the provided limited financing options for heavy vehicle owners.
domestic market. The imports of tyre and rubber products have The growth and profitability of the industry was also affected
been increasing amidst the escalating tariff war between the US by increased raw material prices, increased insurance and fuel
and China. prices, along with automobile industry slowdown. However, there
was a still a robust revenue growth recorded with a nearly 11%
According to the European Tyre & Rubber growth in revenue on a y-o-y basis to `63,000 Crore.
Manufacturers’ Association (ETRMA), the performance of the
European tyre industry in 2018 was stable, with a positive growth Amidst continued investments towards capacity additions (partly
for truck tyre replacement (9%). While the agricultural tyre sector being debt funded) and the liquidity position, capitalisation and
registered a 4% decrease compared to 2017. The Original coverage indicators of the industry players are expected to remain
Equipment market saw a drop of 4% this year, while the comfortable, largely supported by the stable earnings and healthy
Replacement consumer tyre market witnessed a more positive cash reserves available with most of the players. In the coming
performance. With the increasing number of automobiles on three years, global automobile brands such as MG Motor, KIA
the European roads, the demand for tyres has also increased. Motors and Citroen will begin setting up a manufacturing base in
CEAT Limited 35
Management Discussion and Analysis
India and rolling out more than a dozen models as they seek to Imports
capture share in India’s Passenger Vehicle market. The tyre imports had declined in the last one year following the
imposition of the Anti-dumping Duty (ADD) on the import of
Production new Chinese Truck and Bus Radial (TBR) tyres for a period of
In the last few years, the movement in tyre production and sales for five years, effective from September 18, 2017 and the increase
the OEM market have been in line with the automobile sales for the in customs duty on Passenger Vehicle by 500 bps to 15%,
period. Both domestic and export demand for tyres is expected effective April 1, 2018. This has benefitted the domestic players
to remain robust on the back of strong growth prospects for auto as the large capacities added in recent years are now being
OEMs as well as the stable replacement market. effectively utilised.
3,336
192
3,290
178
3,165
3,115
167
152
146
129
FY 14 FY 15 FY 16 FY 17 FY 18 FY 19 FY 16 FY 17 FY 18 FY 19
Source: The Automotive Tyre Manufacturer’s Association (ATMA) Source: The Automotive Tyre Manufacturer’s Association (ATMA)
Tyre Export (`in Crore) lobally, natural rubber production went up by 1% in 2019
G
over the previous year, whereas consumption increased by 4%.
The International prices have seen an increase in the range of
12-15% in the last few months partially on account of increase
12,890
9,795
FY 17 Carbon black
FY 14 FY 15 FY 16 FY 18 FY 19
Carbon black is an important supporting material and filler in
Source: The Automotive Tyre Manufacturer’s Association (ATMA) rubber products, both in the tyre and non-tyre segments,
constituting 25% of the product by weight.
Corporate Overview
out during FY 19 mainly due to weak demand in China. in the Indian tyre market. The Company’s strategic focus areas
Domestically also, capacity expansions have been planned by include 2-Wheeler tyre, Passenger Vehicle tyre, Commercial
all major manufacturers, besides capacities being set up by new Vehicles tyre segments and Off-Highway tyres business
players. With this, prices are expected to remain largely stable and sales to emerging markets. In the last few years, CEAT
during FY 20. has continued to maintain profitability despite a challenging
environment. For FY 19, it reported a consolidated net revenue
Interim Budget 2019-20 highlights from operations of `6,984.51Crore, growing by 8% y-o-y.
he Interim Budget allotted a sum of `19,000 Crore to the
T
Pradhan Mantri Gram Sadak Yojana (PMGSY), under which the CEAT is building its production capacity to cater to the increasing
construction of rural roads has tripled. demand through capacity expansion plans. CEAT is working
on capacity expansion for a 2-Wheeler tyre plant in Nagpur,
he Budget also focused on improving connectivity and
T Commercial Vehicle Radial tyre plant in Halol, Passenger Vehicle
developing infrastructure in the North Eastern states of India. tyre plant in Chennai and Off-Highway tyre plant in Ambernath.
Statutory Reports
This step will be a boon to the Indian tyre industry as India is
highly deficient in natural rubber production and the North East EAT's key future strategic drivers include 2-Wheeler, Passenger
C
India holds immense potential to meet this shortfall. Vehicles and Off-Highway tyre segments. Revenue contribution
from these focus areas has increased significantly over the years,
Key Announcements from 20% in FY 10 to 48% in FY 18. CEAT has laid a strong
On February 28, 2019, the Union Cabinet approved the second emphasis on effective marketing and branding of its products.
phase of Faster Adoption and Manufacturing of Hybrid & Electric To position its products competitively, CEAT has developed creative
Vehicles (FAME-II) in India and allocated `10,000 Crore for its ad campaigns based on extensive research and consumer insights
smooth rollout. The three-year scheme will be implemented from and has also invested in innovative marketing programmes.
April 1 and will support 10 Lac 2-Wheelers, 5 Lac 3-Wheelers,
55,000 4-Wheelers and 7,000 buses. EAT’s focus on R&D will help it to close the technology gap with
C
industry leaders. The CEAT R&D centre at Frankfurt, Germany is
he Government is thinking of tightening the Corporate Average
T another milestone achieved on its journey of enriching customer
Financial Statements
Fuel Economy (CAFE) norms for FY 22 or FY 23 to compel car experience through innovation.
and SUV makers to invest more in electric and hybrid vehicle
technology. uring the year, CEAT decided to merge CEAT Specialty Tyres
D
Limited (CSTL) and the scheme was approved by the Board on
The Government of India has decided to shift to Bharat Stage VI April 3, 2019.
(is equivalent to Euro-VI) emission standard for various category
vehicles by April 1, 2020 directly. With the introduction of the
new norms, on-board diagnostics (OBD) become mandatory for
all vehicles.
Outlook
The growth outlook for the auto industry continues to remain
strong in FY 20. Shortening ownership cycles of new cars,
participation of organised players, which is bringing in credibility Notice & Proxy
and consumer confidence and access to financing are fuelling
the growth and acceptance of the used car market. As the
industry grows and evolves structurally, it is expected to have a
positive impact on the tyre sector.
CEAT Limited 37
Management Discussion and Analysis
ne
St
ss
ts
po
tu
ea
itie
s players in India
• E-Commerce and new business models
• Commodity price fluctuations
International Business
CEAT is one of the major exporters among India’s tyre CEAT’s product series in the Passenger Car Winter, Summer,
manufacturers, selling its products to over 100 countries across All-Season, Ultra High Performance (UHP) and Van categories
the globe. Geographically, the Company has a stratified export launched in Europe have met the stringent performance
market divided in seven clusters. This division has helped it requirements of European markets and have been well accepted
better understand customer needs and design market-specific there. CEAT achieved yet another milestone this year by
products. CEAT has consolidated its position in Bangladesh and developing its first 19-inch and 20-inch UHP tyres with high rim
Sri Lanka by forming Joint Ventures (JV) with strategic partners. diameter and low aspect ratio. With this range of tyres, CEAT’s
presence in Europe’s niche market segments such as Germany
CEAT’s main growth driver categories have been 2-Wheeler, will increase. CEAT is therefore poised to become one among
Passenger Car Radial and TBR tyres. CEAT’s main focus the global market leaders with its high-range premium products.
continues to be European markets where it is expanding its
footprints. CEAT has not only increased its depth in several
countries but has also entered 9 new countries in FY 19.
3,400+ 270+
Dealers Distributors servicing
over 30,000 subdealers
300+ 600+
Exclusives (CEAT Shoppes Districts covered
and CEAT Tyre
Service Hubs)
Statutory Reports
400+
Multi-brand Outlets and
shop-in-shop concepts
Financial Statements
Online warranty registration CEAT adopted a 360-degree
and complaint resolution approach to take distribution
for consumers have been to the next level. To retain
enabled through the dealer rove competitive advantage
portal, resulting in higher imp e against entry into distribution
to enc Dis
level of engagement with end e s p e ri tri
bu
by competitors, CEAT
ex
me tiv
tio
.0
Digi
Initiatives for
expansion of
Replacement Notice & Proxy
improv
rap
o r of C
ita
og
ns aj
e
CEAT Limited 39
Management Discussion and Analysis
Technology and R&D CEAT has proved its technological prowess and developed
CEAT has been focusing on new and innovative materials and more than 58 new products across various categories and
processing, and breakthrough product development. In addition geographies globally in FY 19. This has significantly contributed
to its plants in various regions across India, CEAT has a R&D to CEAT’s profitability and growth, resulting in approx. 20% of
centre at Halol and a newly opened CEAT European Technical CEAT’s revenue from new products.
Centre (CETC) in Frankfurt, Germany, which plays a key role in
meeting the challenging requirements of matured markets such Risk Management
as Europe. In recent years, CEAT has taken several strides in new The risk management process at CEAT begins with the
development projects, adding several domestic and international identification of risks and an assessment of their impact.
OEMs to its portfolio and various innovative solutions for which, The assessment is based on past trends and future projection.
in the last few years alone, CEAT has filed several patents. Thereafter, ways to mitigate these risks are identified and
implemented when necessary. Risks, once identified, are
CEAT’s R&D way of working is well aligned with its Total Quality periodically monitored, along with emerging risks.
Management (TQM) philosophy and activities are carried out
based on a five-year rolling roadmap. CEAT aligns its strategies Risks and their mitigation
with its vision and develops newer technologies keeping in • Competition
mind future requirements. New investments in the areas of Rising competition from domestic players and Chinese
predictive testing and advanced raw material characterisation imports are impacting profitability.
have resulted in significant technological edge over competition.
Various technologies developed in the last few years in the areas Mitigation - CEAT is insistent on channel expansion, enhanced
of reducing rolling resistance, reducing noise, and improving grip after-sales services and superior quality of products and
and tyre life will accelerate the product development for Electric warranty offered on them. CEAT is challenging both domestic
Vehicle, Passenger Car, 2-Wheeler tyres and Commercial and foreign players with its deep domain knowledge, along
Categories, which will be a key focus area for FY 20 development. with technology prowess, branding and reach. Moreover, it
has long-standing relations with OEMs, which helps CEAT cut
Design and Advance Engineering played an important role through the competition. CEAT is focusing on sales in profitable
to ensure CEAT delivers innovative and quality products. segments, developing capacities for new products and
The use of digitisation and automation has helped reduce entering new markets under premium segments to increase
product development time. The use of a semantic approach with market share.
an updated pattern bank helped develop new products for OE
and replacement markets. We elevated test facilities by installing • Radialisation in the TBR tyre segment
High Speed Uniformity, Flat Trac and Semi Anechoic Chamber, Increase in the TBR tyre segment may impact volumes and
which have reinforced objective testing and timely development result in a degrowth of the bias segment.
of products to meet customer requirements.
Corporate Overview
The focus is also on penetrating the overseas markets to fully British Safety Council’s ‘Sword of Honour’ for its Nagpur Plant in
utilise its bias tyre capacity. CEAT is also increasing its radial FY 19 and Halol plant in FY 18.
capacity through new projects to leverage the increasing
radial demand. All manufacturing plants of CEAT are certified by the ISO
45001:2018 standard.
• High investment risk
Increase in planned capital expenditure and investments may Occupational Health
impact profit margins. CEAT aspires to have ‘zero occupational illness cases’ and
thus, engages in cross-functional efforts to reduce occupational
itigation – CEAT is carrying out a sensitivity analysis and
M health hazards. CEAT maintains Occupational Health Centres
periodic review thereof. Investments are being planned in a operated by professionals round-the-clock. Further, CEAT
phased manner. provides ambulances and first-aid facilities at all its plants and for
its employees, including contract employees who get periodic
Statutory Reports
• Raw material price volatility medical check-ups done. CEAT, as a process has put in place
Fluctuating raw material prices can affect profit the following occupational health measures:
margins considerably.
• Carried out occupational health risk assessment
itigation - CEAT has been strengthening supplier
M and implemented health risk mitigation plan in all
relations to build mutually beneficial long-term associations. manufacturing plants
Besides, CEAT continues to explore a wider supplier base to
reduce dependency on the current ones. • C
onducted periodical medical examination for all employees,
including contractor employees
• Cyber security risk
Increase in threat of attacks on CEAT IT systems and data. • Identified MURI (fatigue) projects and implemented measures
for fatigue reduction in all plants
Mitigation – CEAT is periodically doing an assessment of any
Financial Statements
cyber risks to its system and taking preventive and detective • Arranged health wellbeing programmes across all plants to
measures to mitigate it. Help from External consultants is also create health awareness amongst the employees
being taken to secure CEAT systems from cyber-attacks.
Environment
• Currency risk CEAT follows the environment protection principle of ‘reduce,
Revenues are spread across various international currencies. reuse and recycle’. CEAT has adopted several measures to
Therefore, CEAT’s net expenses and any future investment maintain ecological balance around its production facilities.
or other income may be vulnerable to fluctuations in
exchange rates.
C EAT was involved in the following environmental
protection initiatives:
Mitigation – CEAT has established a robust currency hedging
strategy to safeguard from fluctuation and is constantly • A
chieved ISO 14001:2015 (Environment Management
evaluating derivatives to address this concern. System) Certification for all manufacturing plants
Notice & Proxy
Environment, Occupational Health and Safety • Implemented projects to reduce freshwater consumption in
CEAT works towards creating a safe working environment for all manufacturing plants. The Halol, Nashik and Nagpur Plants
its employees. It is committed to reducing worksite accidents are ‘Zero Liquid Discharge’ Plants
and occupational illnesses by following a proactive and
systematic approach to identify hazards and risks. CEAT takes • Incorporated
projects to reduce hazardous waste generation
appropriate measures by training employees and contractors to in manufacturing plants
follow safety measures. Moreover, it functions on the principle
of ‘pollution prevention instead of control’ and complies with all Human Assets
environmental laws. The CEAT values of C.A.I.R.O. (Challenger, Aspiration Led,
Integrity, Result Obsession, Openness) and Quality Based
Safety Management define its way of working. CEAT continues its
CEAT aims at having ‘zero accidents’. This has led to providing journey of innovation in living the Company Purpose of ‘Making
safety training to recruits and periodic training sessions for all Mobility Safer & Smarter. Every Day.’
employees, including contract employees. CEAT has adopted
British Safety Council’s (BSC) Five Star Occupational Health During the year under review, CEAT was ranked amongst
and Safety Management System as a benchmark to its own the Top 25 India’s Best Workplaces, Manufacturing 2019 by
systems. CEAT has an agile approach for risk elimination at its the Great Place To Work® Institute for building a high-trust,
worksites with the latest safety measures. high-performance culture. We are committed to leadership
CEAT Limited 41
Management Discussion and Analysis
development and set up a robust process for CXO succession With a firm belief in nurturing its internal talent, this year, CEAT
planning. A comprehensive leadership development programme selected and trained interested shop floor associates in Halol
called INSPIRE was designed in-house and launched this year, and Nagpur plants to take on frontline sales role under its
covering leadership teams of sales and manufacturing and Machine to Market programme, Saamarthya. This programme
eventually all people leaders. Next year, CEAT will be launching helps CEAT build a talent pipeline for its frontline sales position,
a few innovative and powerful initiatives to make CEAT an one of the most critical roles for CEAT.
aspirational employer.
This year, CEAT embarked on the journey of being a truly diverse
Long-term settlements signed in CEAT’s legacy plants this year and inclusive workplace. As a part of this, CEAT is conducting
is the biggest testimony to the trust-based culture of CEAT. sensitisation sessions on disability with its people and making
Both the settlements happened in historic periods of time, the necessary infrastructure modifications to suit the needs of
requiring minimum number of meetings and zero production loss. People With Disability (PWD) in spirit. CEAT’s hiring strategy has
been made in line with its purpose of creating a diverse and
In its endeavour to work the ‘smart’ way, CEAT built an Artificially inclusive workforce.
Intelligent Chat-bot called ‘Sherlock’ to be the one-stop solution
for all employee grievances. Sherlock is built to converse like a EAT believes in providing a work environment that is conducive
C
human and will get smarter with time. to the wholesome development of its employees whereby, CEAT
tries to unleash employees’ potential not just as professionals
In a changing marketplace, organisations have to be able but also as the individuals that they are beyond work. Last year,
to make changes quickly to adapt to customer needs and CEAT made its annual talent event, CEAT GOT Talent 2.0,
competitor offerings. CEAT is focusing heavily on building a bigger and better by inviting employees’ family members also
culture of flexibility and agility to prepare for the future, as well to participate. CEAT received overwhelming response, with
as have policies in place that allow for changes. Last year, approximately 300 people giving auditions in different parts of
CEAT introduced flexi-time and virtual workplace policies. It also the country.
announced a 5-day week in manufacturing, a first in the industry,
based largely on trust and has implemented it successfully in As at March 31, 2019, permanent employees in the Company
all its plants without additional manpower and zero production were 5,815 out of which 438 were women. 3,918 have been
loss. CEAT’s leave policy also underwent similar changes. employed on a contract basis.
Corporate Overview
environment, commensurate with the size, scale and complexity s required pursuant to the amended Listing Regulations,
A
of its operations. This environment provides: following are the key ratios having significant changes
i.e. change of 25% or more as compared to the previous
• Assurance on orderly and efficient conduct of operations financial year:
• Security of assets
• Inventory Turnover Ratio
• Prevention and detection of frauds and errors
• Debt Equity Ratio
• Accuracy and completeness of accounting records and
• Price Earning Ratio
timely preparation of reliable financial information
etails of key financial ratios including the above and
D
First line
change in return on net worth, as compared to the
Management control: The line managers are directly responsible
immediately previous financial year along with detailed
for ensuring the design and effective implementation of the
Statutory Reports
explanation thereof forms part of discussion on financial
Internal Controls Framework in CEAT. The line manager carries
performance, appended to this Report.
out day-to-day operations within the boundaries defined by
CEAT through its various policies and procedures, including
the following:
Financial Statements
Second line
The second line of defence by the Senior Management of CEAT
is achieved through the following:
CEAT Limited 43
Discussion on Financial Performance and Key Financial Ratios
The standalone financial statements, the analysis whereof is presented hereunder and in the following pages pursuant to the
requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, have been prepared
in accordance with the requirements of the Companies Act, 2013 and applicable Accounting Standards issued by the Institute of
Chartered Accountants of India. The management of CEAT Limited accepts the integrity and objectivity of these financial statements
as well as various estimates and judgments used therein. The estimates and judgments relating to the financial statements have
been made on a prudent and reasonable basis, in order that the financial statements are reflected in a true and fair manner and also
reasonably presents the company’s state of affairs and profit for the year.
Balance Sheet
Property, plant and equipment, capital work-in-progress, intangible assets and intangible assets under development
(Net Block) (Note 3 and 4)
As at As at
Particulars Change Change %
March 31, 2019 March 31, 2018
Property, plant and equipment 2,78,574 2,39,931 38,643 16%
Capital work-in-progress 71,889 15,247 56,642 371%
Intangible assets 6,057 6,544 (487) (7%)
Intangible assets under development 3,055 939 2,116 225%
Total 3,59,575 2,62,661 96,914 37%
Property, plant and equipment has increased due to the following offsetting reasons:
- During the year, the Company has capitalised Property, plant and equipment of ` 56,062 lacs mainly consisting of Halol Phase
III and Nagpur Phase I projects.
- Depreciation on Property, plant and equipment for the year is ` 16,171 lacs
Capital work in progress mainly includes the project capital expenditure of Halol Phase III, Nagpur and Chennai projects.
Intangible assets under development mainly includes capital expenditure towards softwares.
Non-current investments has increased on account of additional investment in subsidiaries viz. CEAT Specialty Tyres Ltd – ` 3,000
lacs and investment in associate viz. Tyresnmore Online Pvt Ltd – ` 300 lacs
All the current investments have been redeemed during the year which resulted in nil closing balance as at year end
Current loans have increased on mainly on account of increase in loan to CEAT Specialty Tyres Ltd, a wholly owned
subsidiary company.
Corporate Overview
(` in lacs)
As at As at
Particulars Change Change %
March 31, 2019 March 31, 2018
Other non-current financial assets 181 171 10 6%
Other current financial assets 3,525 1,193 2,332 195%
Total 3,706 1,364 2,342 172%
Other current financial assets has increased mainly on account of interest receivable from Income tax authorites ` 2,594 lacs.
Statutory Reports
Other current non-financial assets 11,964 10,615 1,349 13%
Total 24,484 17,756 6,728 38%
Increase in non-current non-financial assets is mainly due to increase in capital advances given towards the Halol Phase III, Chennai
and Nagpur projects.
Other current non-financial assets have increased due to the following offsetting reasons:
- Export Benefit receivable has reduced by ` 3,079 lacs due to increased utilization in the current year.
- Advance to vendors has gone up by ` 1,970 lacs.
- Prepaid expenses have increased by ` 1,961 lacs mainly due to advertisement payments made in advance.
Inventories (Note 9)
Financial Statements
(` in lacs)
As at As at
Particulars Change Change %
March 31, 2019 March 31, 2018
Raw Materials 37,287 35,876 1,411 4%
Work-In-Progress 3,273 2,933 340 12%
Finished Goods (including stock-in-trade) 52,580 33,495 19,085 57%
Stores and Spares 3,375 3,192 183 6%
Total 96,515 75,496 21,019 28%
Raw material inventory when compared as a measure of the cost of material consumption for goods sold, it is equivalent to 34
days as at March 31, 2019 against 29 days as at March 31, 2018 increased mainly due to increase in rubber, carbon black and
fabric inventory.
As a measure of the goods sold, the finished goods inventory (including traded goods stock) is stated at 31 days as at March 31, Notice & Proxy
2019 against 27 days for as at March 31, 2018.
The receivables position for the current year is at 27 days sales as at March 31, 2019 as compared to 35 days sales outstanding
as at March 31, 2018.
The amount was higher in the previous year as we had undeposited cheques as last 3 days of the year were bank holidays.
CEAT Limited 45
Discussion on Financial Performance
Other current financial liabilities has gone up due to the following offsetting reasons:
- Increase in unrealised loss on revaluation of hedge contracts ` 3,131 lacs
- Repayment of capex buyers credit (current maturities) ` 18,082 lacs
- Increase in payables to capital vendors ` 13,798 lacs due to expansion projects in process viz. Halol Phase III, Nagpur II and
Chennai projects.
- Increase in deposits from dealers ` 1,774 lacs
The trade payables position as at March 31, 2019 is at 59 days which was at 52 days as at March 31, 2018.
Corporate Overview
(` in lacs)
As at As at
Particulars Change Change %
March 31, 2019 March 31, 2018
Other current liabilities 8,610 9,672 (1,062) (11%)
Other current liabilities has decreased mainly due to decrease in statutory dues mainly due to decrease in GST liability.
Statutory Reports
Revenue from operations (net of excise duty as
6,83,130 100% 6,21,300 100%
applicable)
Other income 5,530 1% 5,681 1%
Cost of material consumed 4,27,364 63% 3,65,033 59%
Purchase of stock-in-trade 6,092 1% 5,988 1%
Changes in inventories of finished goods, work-in-progress
(19,425) (3%) 9,332 2%
and stock-in-trade
Employee benefit expense 49,195 7% 41,311 7%
Finance costs 6,452 1% 8,645 1%
Depreciation and amortization expenses 17,430 3% 16,168 3%
Other expenses 1,56,151 23% 1,36,898 22%
Exceptional items 4,424 1% 2,640 0%
Profit before tax 40,977 6% 40,966 7%
Tax expense 12,086 2% 13,094 2%
Financial Statements
Profit for the year 28,891 4% 27,872 4%
Other comprehensive income for the year, net of tax (2,988) 0% 1,400 0%
Total comprehensive income for the year 25,903 4% 29,272 5%
(` in lacs)
Particulars 2018-19 2017-18 Change
Gross Margin 2,69,098 2,40,948 28,150
Gross Margin (%) 39.4% 38.8% 0.6%
EBITDA 63,753 62,738 1,015
EBITDA (%) 9.3% 10.1% (0.8%)
CEAT Limited 47
Discussion on Financial Performance
Sale of goods in value has moved up due to growth in volume and realization.
Fall in other revenues is due to excise credit of ` 2,329 lacs included in previous year and lower quantum of sale of semi-finished
goods to CEAT Specialty Tyres Ltd, a wholly owned subsidiary by ` 1,176 lacs in the current year as compared to previous year.
Other income has marginally decreased due to the following offsetting reasons:
- Increase in interest income on Income tax refund by ` 1,920 lacs.
- Fall in dividend income from Associated CEAT Holdings Company (Pvt) Limited, a wholly owned subsidiary by ` 1,195 lacs.
- Fall in net gain on disposal of investments by ` 982 lacs due to lower investments and redemptions done during the year.
Cost of material consumed/ finished goods consumed analysis (Note 30 and 31)
(` in lacs)
Particulars 2018-19 2017-18 Change Change %
Cost material consumed 4,27,364 3,65,033 62,331 17%
Purchase of stock-in-trade 6,092 5,988 104 2%
Changes in inventories of finished goods, stock-in-trade and
(19,425) 9,332 (28,757) (308%)
work-in-progress
Total 4,14,031 3,80,353 33,678 9%
The raw material prices have increased during the year. As a result, the cost of material consumed as a percentage of sale of
products has increased to 63% for the year as compared to 60% for the previous year.
Rubber
Rubber
Fabrics
Fabrics
Carbon black
Carbon black
Chemicals
Chemicals
Others
Others
Movement of changes in Inventory is mainly on account of increase in finished goods stock as compared to the previous year.
Inventory of finished goods is ` 51,751 lacs as at March 31, 2019 as compared to ` 32,215 lacs as at March 31, 2018.
Corporate Overview
(` in lacs)
Particulars 2018-19 2017-18 Change Change %
Finance cost 6,452 8,645 (2,193) (25%)
Fall in finance cost is attributable to increase in capitalization of interest costs by ` 2,697 lacs partly offset by increase in interest cost
due to additional borrowing of ` 97,096 lacs for our expansion plans.
Statutory Reports
Depreciation expenses on Property, plant and equipment has increased on account of commissioning of Halol III project.
(` in lacs)
Particulars 2018-19 2017-18 Change Change %
Conversion Charges 40,315 35,468 4,847 14%
Stores and Spares Consumed 5,602 4,696 906 19%
Power and Fuel 21,286 18,815 2,471 13%
Freight and Delivery Charges 32,415 27,724 4,691 17%
Repairs - Machinery 5,603 5,291 312 6%
Travelling and Conveyance 3,489 3,231 258 8%
Financial Statements
Advertisement and Sales Promotion Expenses 16,892 14,672 2,220 15%
Professional and Consultancy Charges 3,160 2,747 413 15%
Training and Conference Expenses 1,271 1,151 120 10%
CSR Expenses 1,051 1,071 (20) (2%)
Sales related obligations 6,261 5,166 1,095 21%
Bank Charges 320 541 (221) (41%)
- Increase in conversion charges paid to outsourcing vendors during the year was on account of increase in outsourced volume
by 10%.
- Increase in power and fuel is an outcome of increase in tariff and higher consumption. The consumption has substantially
increased on account of increase in production by 10%.
- Due to increase in diesel prices, there has been increase in freight cost.
- Increase in advertisement and sales promotion expenses is due to increase in various promotional activities. Notice & Proxy
- Increase in sales related obligations is in line with increase in sale of products.
CEAT Limited 49
Discussion on Financial Performance
Effective income tax rate for the year 2018-19 is 29.49% as compared to 31.96% for 2017-18
Cash Flows
(` in lacs)
Particulars 2018-19 2017-18 Change Change %
Net cash flow generated from operating activities 53,275 74,423 (21,148) (28%)
Net cash from operating activities has decreased as compared to previous year due to following offsetting reasons:
- The cash operating profit before working capital changes has decreased by ` 954 lacs.
- Direct tax paid - (Net of refunds) has reduced by ` 1,725 lacs.
- Increase in working capital by ` 572 lacs in the current year as compared to decrease in working capital by ` 21,348 lacs in
the previous year which is mainly due to increase in inventories and trade receivables which is partly offset by an increase in
trade payables.
(` in lacs)
Particulars 2018-19 2017-18 Change Change %
Net cash used in investing activities (1,05,208) (41,982) (63,226) 151%
Net cash used for investing activities has increased mainly due to increase in capital expenditure towards Halol Phase III, Nagpur
and Chennai projects.
(` in lacs)
Particulars 2018-19 2017-18 Change Change %
Net cash flows (used in)/generated from financing activities 50,395 (26,902) 77,297 (287%)
Increase in Net cash flows for financing activities is mainly due to increase in proceeds from long term as well as short term
borrowings which is offset by repayments done during the year.
Ratio Analysis
Debtors turnover ratio (times)
Particulars 2018-19 2017-18
Debtors turnover ratio 9.40 9.40
Debtors turnover ratio in the current year is fairly in line with previous year.
Interest coverage ratio has decreased in 2018-19 as compared to the previous year mainly on account of increase in interest costs
and marginal decrease in earnings before interest and taxes.
Corporate Overview
Particulars
March 31, 2019 March 31, 2018
Current ratio 0.95 1.01
The Company’s current ratio is recorded at 0.95 times as at March 31, 2019 as compared to 1.01 times as at March 31, 2018.
The marginal decrease in current ratio is primarily due to increase in trade payables days by 4 days.
The Company’s debt equity ratio is recorded at 0.46 times as at March 31, 2019 as compared to 0.25 times as at March 31,
2018. Increase is mainly due to increase in long term and short term borrowings for capital expansion projects as compared to the
Statutory Reports
previous year.
Decrease in operating profit margin is mainly due to higher raw material costs by 17% and marginal increase in other costs which
was partly offset by higher price realization.
Financial Statements
Net profit margin has decreased marginally because of higher exceptional costs by ` 1,785 lacs offset by reduced interest cost by
` 2,194 lacs increase in depreciation by ` 1,262 lacs.
Return on net worth has reduced due to 4% increase in proft after tax vis a vis 8% increase in net worth in the current year.
Return on capital employed has fallen due to a 26% increase in capital employed wherein net worth has increased by 8% and debt
has increased by 97% due to ongoing expansion projects which is offset by a marginal decrease in earnings before interest and
tax by 1%.
CEAT Limited 51
Board’s Report
To,
The Members of CEAT Limited
Your Directors are pleased to present their Sixtieth report, together with the Standalone and Consolidated Audited Financial
Statements of the Company for the year ended March 31, 2019.
Financial Highlights
I. Standalone:
(` in Lacs)
Particulars 2018-19 2017-18
Total Revenue 6,88,660 6,43,872
Total Expenses (excluding exceptional items) 6,43,259 6,00,266
Profit Before Taxation 40,977 40,966
Tax expense:
– Current Tax 9,009 10,408
– Deferred Tax 3,077 2,686
Profit for the period 28,891 27,872
Other Comprehensive Income
Items that will not be reclassified to profit or loss
– Remeasurement gains/(losses) on defined benefit plans (798) 1,043
– Income tax relating to above 279 (361)
Items that will be reclassified to profit or loss
– Net movement in cash flow hedges (3,792) 1,098
– Income tax effect on net movement in cash flow hedges 1,323 (380)
Total Comprehensive Income for the year 25,903 29,272
II. Consolidated:
` (in Lacs)
Particulars 2018-19 2017-18
Total Revenue 7,02,351 6,48,179
Total Expenses 6,62,272 6,10,352
Profit Before Taxation 37,620 36,732
Tax expense:
– Current Tax 9,400 10,639
– Deferred Tax 3,112 2,764
– MAT credit entitlement - -
Profit after tax, non-controlling interest and share of profit from Joint Venture 25,108 23,329
Other Comprehensive Income
Items that will not be reclassified to profit or loss
– Remeasurement gains/(losses) on defined benefit plans (740) 1,042
– Income tax relating to above 278 (368)
Items that will be reclassified to profit or loss
– Net movement in cash flow hedges (4,656) 234
– Income tax effect on net movement in cash flow hedges 1,323 (380)
Total Comprehensive Income for the year 21,313 23,857
In the preparation of financial statements, no treatment different from that prescribed in the relevant Accounting Standards
have been followed.
During the year under review, on standalone basis, your Company recorded net revenue from operations of ` 6,83,130 Lacs with
an increase of 10% over ` 6,21,300 Lacs (net of excise duty) of the last fiscal. The Company recorded a net profit of ` 28,891 Lacs
with an increase of 4% over net profit of ` 27,872 Lacs of the last fiscal.
Corporate Overview
` 6,45,233 Lacs for the last fiscal. The Company recorded a Directors propose not to transfer any sum to the General
net profit of ` 25,108 Lacs, a growth of 8% over net profit of Reserve pertaining to FY 2018-19.
` 23,329 Lacs of the last fiscal.
Declaration of Independence
State of Company’s Affairs The Independent Directors have given the declaration of
The Company continued its focus on expansion, both in terms independence as required pursuant to Section 149(7) of the
of capacities and markets, during the year. There was emphasis Act and Regulation 25(8) of the Listing Regulations, stating
on technology upgradation and R&D for the existing as well as that they meet the criteria of independence as laid down
new products which besides other measures helped in growing under Section 149(6) of the Act and Regulation 16 of the
the production levels by 12.7% over the previous year. Listing Regulations.
During the year, the Company also expanded its horizons by Material Changes and Commitments, if any
reaching out to the new export markets and in India, sustained affecting the Financial Position of the Company
Statutory Reports
its pace of growth in key segments by serving its key consumers There are no material changes and commitments, affecting the
with product offerings that catered to market preferences. financial position of the Company which have occurred between
the close of financial year on March 31, 2019 to which the
During the year under review, the Company introduced 49 new financial statements relate and the date of this Report.
products. With innovation at the core of product launches the
last few years have seen a healthy roll-out of new innovative Subsidiary Companies
products across categories. At the end of the year under review, the Company had the
following 4 (four) subsidiaries namely CEAT Specialty Tyres
The Company’s network extends to more than 4,000 dealers and Limited, Mumbai (CSTL), Rado Tyres Limited, Kochi (RTL),
over 30,000 sub-dealers. The Company currently has 4 (four) Associated CEAT Holdings Company (Private) Limited,
manufacturing facilities at Bhandup, Nashik, Nagpur and Halol Colombo, Sri Lanka, (ACHL), CEAT AKKhan Limited, Dhaka,
and is setting up a new facility near Chennai. It has representative Bangladesh (CAL).
offices in Indonesia, Germany and the United Arab Emirates.
Financial Statements
CEAT Specialty Tyres Limited
While continuing the journey towards the Company’s mission CEAT Specialty Tyres Limited (CSTL), a wholly owned subsidiary
of ‘Making Mobility Safer & Smarter. Every Day.’, the Company of the Company, is engaged in manufacturing and sale of tyres for
seeks to provide safety a priority in its product design and off-the-road vehicles and equipment having application across
technology platforms. industries including ports, construction, mining and agriculture.
CSTL has set up two overseas subsidiaries viz. CEAT Specialty
With the growing importance of lower emission and noise levels Tires Inc. in USA and CEAT Specialty Tyres BV in Netherlands.
and enhanced fuel efficiency in vehicles, besides reducing weight,
the Indian tyre industry is embracing new trends in manufacturing During the year under review, CSTL registered a revenue of
processes to meet the changing market dynamics and cater to ` 36,792 Lacs (Previous year ` 26,664 Lacs) and a net loss
the latest demands of Original Equipment Manufacturers (OEM). of ` 4,570 Lacs in FY 2018-19 (Previous year ` 3,716 Lacs).
The loss was largely due slower ramp up of radial capacity
More details on the Company’s business vis-à-vis the overall resulting in lower sales.
industry, economy, markets and future outlook etc. are given in Notice & Proxy
the Management Discussion and Analysis section which forms During the year under review, the Board of Directors approved
part of this Annual Report. a Scheme of Amalgamation with the wholly owned subsidiary
of the Company CSTL with a view to integrate business
Dividend carried on by both the companies, economies of scale due
Considering the profits for the year under review and keeping to synergies of operations, effective coordination and better
in view capital expenditure requirements of the Company, your control over the activities, rationalization and standardization
Directors are pleased to recommend a dividend of ` 12 (120%) of business processes etc. Since the entire issued, subscribed
per equity share of face value ` 10 each for the Financial Year and paid-up share capital of CSTL is directly or indirectly held
ended March 31, 2019. by the Company, no shares are required to be issued by the
Company to the shareholders of CSTL, pursuant to the Scheme
Dividend Distribution Policy becoming effective.
Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘the Listing Rado Tyres Limited
Regulations’), the Company has adopted a Dividend Distribution The Company’s subsidiary Rado Tyres Limited (RTL) has
Policy which is annexed to this Report and also disclosed on discontinued its operation after exploring all opportunities to
the Company’s website at https://www.ceat.com/corporate/ revive /lease out the factory. The Government of Kerala has given
investor#corporate-governance. their consent to close the factory permanently, vide their letter
CEAT Limited 53
Board’s Report
dated October 6, 2018. In order to reduce the losses, RTL had During the year under review, the Company invested a further
offered Voluntary Retirement Scheme (VRS) to all its employees amount of ` 300 Lacs through subscription of 12,741 CCPS
and was successfully implemented in the previous year. This has of the face value of ` 1 each (Rupee One Only) of TNM, and
helped RTL to contain the loss at ` 147 Lacs (Previous year thereby holding 36.96% of the total share capital of TNM.
` 870 Lacs). Due to cessation of operations, the revenue of
RTL for the year under review dropped to ` 14 Lacs (Previous During the year under review, TNM registered a revenue of ` 578
year ` 31 Lacs). Lacs (Previous year ` 104 Lacs) and a net loss of ` 254 Lacs in
FY 2018-19 (Previous year ` 112 Lacs).
Since the Company has no other activity, the accounts of RTL
for the financial year under review have not been prepared on a A statement containing the salient features of the subsidiaries,
going concern basis. associates and joint ventures in the prescribed form AOC-1 is
annexed separately.
Overseas Subsidiaries
Details of ACHL and CAL are given below under the heads ‘Joint Consolidated Financial Statements
Venture in Sri Lanka’ and ‘Joint Venture in Bangladesh’. In accordance with Section 129(3) of the Act, and Regulation
34(2) of the Listing Regulations, the Consolidated Financial
Joint Venture in Sri Lanka Statements of the Company, including the financial details of
Associated CEAT Holding Company (Private) Limited (ACHL), all the subsidiary companies, associate companies and joint
the Company’s investment arm in Sri Lanka, has a 50:50 joint ventures of the Company, forms part of this Annual Report.
venture company viz. CEAT-Kelani Holdings Private Limited, The Consolidated Financial Statements have been prepared in
which operates four manufacturing plants through its wholly accordance with the applicable Indian Accounting Standards
owned subsidiaries in Sri Lanka. issued by the Institute of Chartered Accountants of India.
During the year under review, ACHL registered a revenue of LKR Business Risk Management
56 Lacs (` 23 Lacs) lower as compared to LKR 152 Lacs (` 64 The Company has constituted a Risk Management Committee
Lacs) in FY 2017-18. The profit after tax for FY 2018-19 has in compliance with the requirement of Regulation 21 of the
reduced by 10% to LKR 5,098 Lacs (` 2,120 Lacs) as compared Listing Regulations. The details of this Committee and its terms
to LKR 5,664 Lacs (` 2,380 Lacs) in FY 2017-18. ACHL’s joint of reference are set out in the Corporate Governance Report,
venture continues to enjoy the overall market leadership in all which forms part of this Annual Report.
categories of tyres in Sri Lanka.
The Company has in place an Enterprise Risk Management
ACHL has been consistently paying dividends and it has, framework to identify risks and minimize their adverse impact
during the year under review, paid a dividend of ` 732 Lacs on business and strives to create transparency which in turn
to the Company. enhances the Company’s competitive advantage.
Joint Venture in Bangladesh Pursuant to the aforesaid business risk framework, the
CEAT AKKhan Limited (CAL), is a 70:30 joint venture of the Company has identified the business risks associated with its
Company in Bangladesh. CAL is setting up a green field facility operations and an action plan for mitigation of the same is put
for manufacture of automotive bias tyres in Bangladesh. CAL is in place. The business risks and its mitigation have been dealt
locally selling CEAT branded automotive tyres. For the year under with in the Management Discussion and Analysis Section of
review, the revenue of CAL was BDT 10,118 Lacs (` 8,447 Lacs) this Annual Report.
as compared to BDT 7,630 Lacs (` 6,017 Lacs) in FY 2017-18.
The net loss for the year under review was BDT 281 Lacs (`176 Corporate Social Responsibility
Lacs) as compared to the net loss of previous year BDT 422 The Board of Directors has formed a Corporate Social
Lacs (` 363 Lacs). Responsibility (CSR) Committee in accordance with the
provisions of the Act. During the year under review, Ms. Punita Lal
Associate Company has been appointed as a member of the CSR Committee w.e.f.
The Committee of the Board of Directors (formed for the limited January 28, 2019 in place of Mr. Hari L. Mundra, consequent to
purpose) at its meeting held on June 23, 2017 had approved a his resignation from the Board w.e.f. January 29, 2019.
total investment of ` 700 Lacs in TNM, in one or more tranches.
Accordingly, the Company on June 23, 2017 had acquired Detailed information on the Corporate Social Responsibility
approx. 31.93% of the total share capital of Tyresnmore Policy developed and implemented by the Company and on
Online Private Limited (TNM) by investing ` 400 Lacs through CSR initiatives taken during the year pursuant to Section 135
subscription of 50,855 Compulsorily Convertible Preference of the Act, is given in the Annual Report on CSR activities, as
Shares (‘CCPS’) of face value of ` 1 each and 100 Equity Shares annexed to this Report.
of face value of ` 1 each of TNM.
Corporate Overview
in and form part of this Annual Report. shareholder on request, as prescribed therein.
Vigil Mechanism/Whistle Blower Policy The prescribed particulars of employees required under 5(1) of
Pursuant to Section 177 of the Act and Regulation 22 of the the said Rules are annexed to this Report.
Listing Regulations, the Board has adopted vigil mechanism in
the form of Whistle Blower Policy, to deal with instances of fraud Fixed Deposits
or mismanagement, if any. The Policy can be accessed at https:// Your Company being eligible to accept deposits from the public
www.ceat.com/corporate/investor#corporate-governance. pursuant to Section 76 of the Act, and Rules made thereunder,
approved the Fixed Deposit Scheme during the FY 2014-15, for
Related Party Transactions acceptance of deposits from members and persons other than
The Company has formulated a policy on Related Party members, pursuant to the Special Resolution passed by the
Transactions for the purpose of identification and monitoring of members at the Annual General Meeting of the Company held
such transactions. The said policy on Related Party Transactions on September 26, 2014. The Company thereafter discontinued
Statutory Reports
as approved by the Board is uploaded on the Company’s website. the Fixed Deposit Scheme and repaid all the outstanding fixed
deposits along with interest accrued up to September 30,
Related Party Transactions were placed before the Audit 2016 in FY 2016-17.
Committee, as prescribed under Section 177 of the Act, although
no such transactions attracted the provisions of Section 188 of The Company has not accepted any fresh deposits during
the Act. As such, there are no particulars to be disclosed in the the year under review which are not in compliance with the
prescribed Form AOC-2. requirements of the Act. As on March 31, 2019, the Company
has no deposits outstanding, except as required statutorily and
Share Capital which have been unclaimed at the end of the year under review.
The paid-up equity capital of the Company as on March 31,
2019 was ` 4,045.01 Lacs. The said shares are listed on the As such there were no defaults in respect of repayment of any
BSE Limited and the National Stock Exchange of India Limited. deposits or payment of interest thereon.
There was no change in the paid-up capital of the Company,
Financial Statements
during the year under review. Particulars of Loans,Guarantees or Investments
Details of particulars of Loans, Guarantees and Investments
Non-Convertible Debentures under Section 186 of the Act, are provided in the Financial
The Company had issued and allotted on July 31, 2015, Statements. The loans given to the employees bear interest at
2,000 (two thousand) Secured Redeemable Non-Convertible applicable rates.
Debentures (‘NCD’) on private placement basis aggregating to
` 20,000 Lacs, which were listed on BSE Limited. Directors and Key Managerial Personnel
During year under review, Mr. Pierre E. Cohade, who was
During the year under review, the Company redeemed the said appointed as an Additional Director by the Board w.e.f.
2,000 (two thousand) NCDs of ` 10 Lacs each and consequently February 1, 2018, was appointed as Non-Executive Director
delisted from BSE. by the Members at the Annual General Meeting (AGM) of
the Company held on July 20, 2018. Mr. Hari L. Mundra
Accordingly, there are no statutory disclosures applicable (DIN: 00287029), Director of the Company resigned from the
pertaining to the Debentures, as specifically described under Board of Directors of the Company w.e.f. January 29, 2019 Notice & Proxy
Chapter V of the Listing Regulations. due to various personal commitments and pre-occupations.
Mr. S. Doreswamy (DIN: 00042897), Director of the Company
Extract of Annual Return also resigned w.e.f. March 12, 2019 owing to compelling
The extract of Annual Return as prescribed under Section 92(3) personal reasons.
in the prescribed Form MGT-9 is annexed to this Report.
In accordance with the Act, and Articles of Association of the
Conservation of Energy, Technology Absorption, Company, Mr. H. V. Goenka (DIN: 00026726) retires by rotation
Foreign Exchange Earnings and Outgo and being eligible offers himself for re-appointment.
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, in accordance Mr. Atul C. Choksey (DIN: 00002102), Mr. Haigreve Khaitan
with Section 134(3)(m) of the Act, read with Rule 8 of The (DIN: 00005290), Mr. Mahesh S. Gupta (00046810), Ms. Punita
Companies (Accounts) Rules, 2014, is annexed to this Report. Lal (DIN: 03412604) and Mr. Vinay Bansal (DIN: 00383325)
were appointed as Independent Directors of the Company at
Particulars of Employees the 55th AGM held on September 26, 2014 to hold office for a
The statements required pursuant to Section 197 read with Rule term of 5 (five) consecutive years with effect from the date of
5(2) & 5(3) of The Companies (Appointment and Remuneration the 55th AGM of the Company up to September 25, 2019.
CEAT Limited 55
Board’s Report
In terms of the provisions of Section 149(10), the aforesaid For the purpose of evaluation for FY 2018-19, the Nomination
Directors are eligible for being appointed as Independent and Remuneration Committee finalized a questionnaire based
Directors, for another term of 5 (five) years, subject to approval on the criteria of evaluation and engaged an external agency,
of shareholders by way of special resolution. to facilitate the process of online confidential survey using the
said questionnaire. The results of the survey/feedback were then
As recommended by the Nomination and Remuneration deliberated and evaluation of the Board, its Committees and the
Committee, as required under the Act and the Rules made Directors was carried out by the Nomination and Remuneration
thereunder, the same is now submitted for approval of Committee and the Board at their respective meetings, as
shareholders at the ensuing Annual General Meeting, for a further prescribed under the law.
term of 5 (five) years from September 26, 2019 to September 25,
2024. In this regard, necessary details have been annexed to the Meetings of the Board of Directors
Notice of the meeting in terms of Section 102(1) of the Act and During the year, 5 (five) Board Meetings were convened and held
Regulation 36(3) of the Listing Regulations. on April 30, 2018, July 20, 2018, October 25, 2018, January 28,
2019 and March 11, 2019. The details of which are given in the
Mr. Anant Goenka, Managing Director and Mr. Arnab Banerjee, Corporate Governance Report. The intervening gap between
Chief Operating Officer do not receive any profit related the meetings was within the period prescribed under the Act
commission from the Company or any of the subsidiaries of the and Regulation 17 of the Listing Regulations.
Company as prescribed under Section 197(14) of the Act.
Secretarial Standard
Mr. Arnab Banerjee (DIN: 06559516) who was appointed The Institute of Company Secretaries of India has currently
as ED-Operations in the category of a Whole-time Director mandated compliance with the Secretarial Standards on board
of the Company, for a period of 5 (five) years with effect from meetings and general meetings, as revised w.e.f. October 1,
May 7, 2018 was redesignated as Chief Operating Officer of the 2017. During the year under review, the Company has complied
Company w.e.f. March 1, 2019. with the applicable Secretarial Standards.
In view of the resignation of Ms. Shruti Joshi (ACS 19112) Board Committees
as the Company Secretary and Compliance Officer of the As required pursuant to the Act and the Listing Regulations, the
Company w.e.f. June 11, 2018, the Board at its meeting held Company has formed all the statutory committees. In addition,
on October 25, 2018 appointed Ms. Vallari Gupte (FCS 5770) the Company has a Finance and Banking Committee.
as the Company Secretary and Compliance Officer of the Detailed information of these Committees and relevant
Company, upon due recommendations of the Nomination and information for the year under review are set out in the Corporate
Remuneration Committee. Governance Report.
Apart from the above there were no changes in the Directors and During the year under review, the Board of Directors closed
the Key Managerial Personnel of the Company, during the year. the 2 (two) non-operational committees of the Company, viz.
Special Project/Investment Committee and Committee of
Nomination and Remuneration Policy Directors, which was formed for a specfic purpose.
The Board has put in place a policy on directors’ appointment
and remuneration including criteria for determining qualifications, There have been no instances where the Board did not accept
positive attributes, independence of a director as required under the recommendations of the Audit Committee.
Section 178(3) of the Act.
More details on these Committees, including Audit Committee
The Policy, inter alia, is directed to work as guiding principles have been provided under the Corporate Governance Report
on qualifications, positive attributes and independence for which forms part of this Annual Report.
appointment of a Director, remuneration for the Directors, KMP
and Senior Management Personnel, performance evaluation of Directors’ Responsibility Statement
all Directors and achieving the benefits of having a diverse Board. Pursuant to Section 134(3)(c) of the Act, your Directors, to the
best of their knowledge and belief, state that:
The Detailed Policy, duly modified in terms of the Listing
Regulations, as amended in 2018 is available at https://www. i) The applicable Accounting Standards have been followed
ceat.com/corporate/investor#corporate-governance and is in the preparation of the annual accounts along with the
also annexed to this Report. proper explanation relating to material departure, if any.
Corporate Overview
KPMG for carrying out internal audit of the Company and Messrs
iii)
Proper and sufficient care has been taken for the Moore Stephen Singh for carrying out internal audit of locations
maintenance of adequate accounting records in accordance like CFA/DC/RO/Zone and outsourcing units, for FY 2018-19.
with the provisions of the Act, for safeguarding the assets The internal audit was completed as per the scope defined by
of the Company and for preventing and detecting fraud the Audit Committee.
and other irregularities.
Secretarial Auditors
iv)
The annual accounts have been prepared on a The Company appointed Messrs Parikh & Associates,
going concern basis. Practising Company Secretaries, to conduct the Secretarial
Audit for the financial year ended March 31, 2019, as prescribed
v) The proper internal financial controls were in place and under Section 204 of the Act and Rules made thereunder.
that such internal financial controls are adequate and were The Secretarial Audit Report in the prescribed Form MR-3
operating effectively. for FY 2018-19 furnished by Messrs Parikh and Associates is
Statutory Reports
annexed to this Report.
vi) The systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were Cost Auditors
adequate and are operating effectively. The Board of Directors appointed Messrs D. C. Dave & Co.,
Cost Accountants, (Membership No. M7759) as Cost Auditors
Management Discussion and Analysis and of the Company for FY 2019-20 and recommends ratification
Corporate Governance Report of their remuneration by the Members at the ensuing AGM,
In compliance with the Regulation 34 of the Listing Regulations, pursuant to the provisions of Section 148 of the Act.
separate Section on Management Discussion and Analysis, as
approved by the Board, which includes details on the state of Explanation and Comments on Auditors and
affairs of the Company, forms part of this Annual Report. Secretarial Audit Report
There are no qualifications, disclaimers, reservations or
Further, the Corporate Governance Report including the general adverse remarks made either by the Statutory Auditors in the
Financial Statements
shareholder information, as prescribed under Schedule V to the Auditors’ Report or by the Company Secretary in practice
Listing Regulations, duly approved by the Board of Directors (Secretarial Auditor) in the Secretarial Audit Report.
together with the certificate from the Statutory Auditors
confirming the compliance with the requirements of the Listing Details in respect of frauds reported by Auditors
Regulations also forms part of this Annual Report. under Section 143(12) of the Act
During FY 2018-19, the Statutory Auditors have not reported
Business Responsibility Report any instances of fraud to the Central Government and
In compliance with the Regulation 34 of the Listing Regulations, Audit Committee as per the provisions of Section 143(12)
a separate Section on Business Responsibility Report, as of the Act, read with Rule 13 of the Companies (Audit and
approved by the Board, which includes principles to assess Auditors) Rules, 2014.
compliance with environmental, social and governance norms
for the year under review forms part of this Annual Report. Significant and Material Orders passed by the
Regulator or Courts or Tribunal impacting the
Statutory Auditors Going Concern Status Notice & Proxy
The Company at its AGM held on August 8, 2017 appointed There are no significant and material orders passed by the
Messrs S R B C & CO LLP as the Statutory Auditors for a second Regulators or Courts or Tribunals impacting the going concern
term of 5 (five) consecutive years from the conclusion of the 58th status and Company’s operations in future.
AGM to the conclusion of the 63rd AGM subject to ratification of
their appointment every year. Internal Financial Control
Details in respect of adequacy on internal financial controls
However, in terms of the amendment to the provisions of with reference to the Financial Statements are stated in
Section 139 of the Act, notified through the Companies Management Discussion and Analysis Section which forms part
(Amendment) Act, 2017, to come into effect from May 7, of this Annual Report.
2018, there is no requirement for ratification of appointment of
Auditors every year. Human Resources
The Company believes in providing a work environment which is
Accordingly, no such item is being proposed in the Notice of conducive to wholesome development of employees to endeavor
ensuing Annual General Meeting of the Company. to unleash employees’ potential not just as professionals but
also as individuals that they are beyond work.
CEAT Limited 57
Board’s Report
During the year under review, the Company ranked amongst Disclosure under Sexual Harassment of Women
the ‘Top 25 India’s Best Workplaces - Manufacturing, at the Workplace (Prevention, Prohibition and
2019’ by Great Place To Work Institute for building a high-trust, Redressal) Act, 2013
high-performance culture and was yet again certified as a Great In accordance with the provisions of the Sexual Harassment of
Place To Work for the second time in a row. Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has put in place a Policy on Prevention
Long-Term Settlements signed during this year is the biggest of Sexual Harassment at Workplace and 7 (seven) Internal
testimony to the trust-based culture of the Company. Complaints Committees (ICC) have been set up to redress
Both the settlements happened in historic periods of time complaints. During the year under review no complaints were
requiring minimum number of meetings and zero production received by ICC.
loss. Various training programmes were conducted to train
people to take on frontline sales role under the programme - Acknowledgment
Saamarthya, to help build the talent pipeline. A comprehensive Your Directors place on record their appreciation for the
leadership development programme called INSPIRE was continued support and co-operation received from its
designed in-house and launched this year covering leadership Customers, Suppliers, Dealers, Banks, Financial Institutions and
teams of sales and manufacturing and eventually all people the Members towards conducting the business of the Company.
leaders. This year, the Company embarked on the journey of
making it a truly diverse and inclusive workplace. As a part of
On behalf of the Board of Directors
which, sensitization sessions are being done on disability with
people and necessary infrastructure modifications are being
H. V. Goenka
made to suit the needs of People With Disability (PWD) in spirit.
Chairman
Place: Mumbai
The Company continues its efforts on offering itself as a Great
Date: May 7, 2019
Place To Work and align with the Group’s vision statement –
Unleash Talent, Touch Lives, Outperform and .
Corporate Overview
Regulation 43A of the Securities and Exchange Board •
Extra-ordinary income/profits by the Company
of India (“SEBI”) (Listing Obligations and Disclosure arising from transactions such as sales of land
Requirements) Regulations, 2015 (‘the Listing or undertaking,
Regulations’), mandates top 500 listed entities, determined
on the basis of their market capitalization calculated on •
Tax impact of the dividend and the cash
March 31 of every financial year to formulate a Dividend outflow post tax.
Distribution Policy.
The Board shall also consider the following internal
In compliance with Regulation 43A of the Listing factors while declaring an interim dividend or
Regulations, the Company has framed this Dividend recommending a final dividend to the shareholders to:
Distribution Policy.
• Business Strategy of the Company,
This Policy aims to help the investors and Stakeholders
Statutory Reports
in their investing decisions and shall be effective from the •
Expansion plans,
date of adoption of the same by the Board of Directors
(“the Board”). •
Corporate restructuring,
Financial Statements
III Parameters/factors to be considered for declaration or the Company has no control, while declaring an
of dividend: interim dividend or recommending a final dividend:
A General:
• The Board shall recommend dividend only • Business Environment,
if it is of the opinion that it is financially
prudent to do so. •
Regulatory restrictions, if any or the prevalent
statutory requirements,
B Financial and Internal Parameters:
The Board would consider the following financial • Provisions of Tax laws governing dividend,
parameters before declaring interim dividend or
recommending a final dividend to shareholders • Dividend Pay-out ratios of Peers,
for declaration:
•
Economic environment and state of the
• Stand-alone net operating profit after tax, capital markets, Notice & Proxy
•
Resources required to fund acquisitions and • Need to maintain competitiveness of the Company
inorganic growth, and its business.
• Cash to be retained for business needs, IV Circumstances under which the shareholders may
or may not expect dividend:
• Cash flow required to meet contingencies, The Company has been consistently paying out dividends
to its shareholders and can be reasonably expected to
• Outstanding borrowings and total debt equity ratio, continue in future as well, unless the Company is restrained
to declare dividend due to insufficient profits or due to any
• Past dividend payment trends of the Company and of the external or internal factors listed above.
dividend track record,
CEAT Limited 59
Further, though the Company endeavors to declare the VII Procedure with respect to dividend:
dividend to the shareholders, the Board may propose not • The Board upon perusing the rational for proposed
to recommend dividend after analysis of various financial pay-out, may recommend a final dividend or declare an
parameters including those listed above, cash flow position interim dividend.
and funds required for future growth and capital expenditure
or in case of a proposal to utilize excess cash for buy-back • The final dividend recommended by the Board is subject
of existing share capital. to declaration by the shareholders in the ensuing Annual
General Meeting.
V Policy as to how the retained earnings shall be
utilized: •
The interim dividend declared by the Board shall be
The profits being retained in the business shall be continued placed for confirmation before the shareholders in the
to be deployed in business for meeting the operating ensuing Annual General Meeting.
expenses, capital expenditure, augmentation of working
capital including servicing of term loans, cash outflow for • The CFO may in consultation with the MD shall also
business growth and potential acquisition, if any, thus recommend to the Board transfer of such percentage
contributing to the growth of business and operations of profits for that financial year as deemed appropriate
of the Company. to the reserves of the Company and the Board may
decide on the same.
The Company stands committed to deliver sustainable
value to all its stakeholders. • In case of inadequacy of profits for any financial year,
the Board may approve declaration of dividend out of
VI Parameters that shall be adopted with regard to accumulated profits of the previous years as per this
various classes of shares: Policy and the Regulatory Framework.
The holders of the Equity Shares of the Company as per
the Issued and Paid-up capital, on the record date, are VIII Disclosure:
entitled to receive dividends. The Company shall make appropriate disclosures
as required under the SEBI Regulations and the
The other classes of shares for e.g. Preference Shares or Companies Act, 2013.
Shares with differential voting rights will be governed by the
terms of issue of such shares. IX Amendments:
The Board reserves the right to amend this Policy in whole or
Any convertible instruments issued by the Company shall in part, at any point of time, as may be deemed necessary.
be entitled for dividend only upon conversion.
It is hereby clarified that provisions of the Applicable Laws
shall prevail over the provisions of this Policy to the effect
necessary amendments in the Applicable Laws have not
been carried out in this Policy.
Corporate Overview
agro-forestry, conservation of natural resources and
1. A brief outline of the Company’s Corporate Social maintaining quality of soil, air and water;
Responsibility (CSR Policy), including overview of
projects or programmes proposed to be undertaken (v)
Protection of national heritage, art and culture
and a reference to the web-link to the CSR Policy and including restoration of buildings and sites of historical
projects or programmes: importance and works of art; setting up public
libraries; promotion and development of traditional art
As a responsible business corporation, the Company takes and handicrafts;
pride in taking effective Corporate Social Responsibility
The CSR Policy of the Company is available at https://
(CSR) initiatives which are vital towards fulfilling critical
www.ceat.com/corporate/investor#corporate-governance
societal needs and gaps, not only in the communities
it operates in but also society at large on sustainable 2. The Composition of the CSR Committee:
basis. Therefore, some CSR initiatives have also been
Mr. Anant Goenka, Chairman (Managing Director)
Statutory Reports
aligned to the Sustainable Development Goals (SDGs)
Mr. Vinay Bansal, (Independent Director)
established by the United Nations. The Company’s vision
Ms. Punita Lal, (Independent Director)
is to drive ‘holistic empowerment’ of the community
through implementation of sustainable initiatives and the
During the year Ms. Punita Lal (Independent Director)
Company carries out these initiatives through partnerships was inducted as the Member of CSR Committee
with individuals, institutions, NGO’s and local government w.e.f. January 28, 2019 in place of Mr. Hari L.
bodies by undertaking projects in accordance with its CSR Mundra, (Non-Executive Non-Independent Director) who
Policy, read with Schedule VII of the Companies Act, 2013. resigned w.e.f. January 29, 2019.
The Board of Directors of the Company has approved the
CSR Policy with aim and object to fight hunger, poverty 3. Average net profit of the Company for last 3 (three)
and malnutrition, promote education, employment, health financial years: ` 52,544.90 Lacs
care, gender equality, rural development and sanitation etc.
as embodied in Schedule VII to the Companies Act, 2013. ` (in Lacs)
Financial Statements
Sr. Computation of Profle for CSR Amount
The Company has undertaken activities as CSR activities 1 Net Profit as per Section 198:
within the CSR policy of the Company particularly:- FY 2015-16 64,353.84
FY 2016-17 49,770.53
(i)
Eradicating hunger, poverty and malnutrition,
FY 2017-18 43,510.34 1,57,634.71
promoting preventive health care and sanitation and
2 Average Net Profit of last 3 years 52,544.90
making available safe drinking water;
4. P
rescribed CSR Expenditure (2% of the amount as in
(ii)
Promoting education including special education
item 3 above): ` 1,050.90 Lacs
and employment enhancing vocation skills especially
among children, women, elderly and the differently
5. Details of CSR spent during the financial year:
abled and livelihood enhancement projects;
a)
Total amount to be spent for the financial year
(iii)
Promoting gender equality, empowering women, Notice & Proxy
` 1,050.90 Lacs
setting up homes and hostels for women and
(Amount contributed to RPG Foundation, the
orphans, setting up old age homes, day care centres
Implementing Agency);
and such other facilities for senior citizens and
measures for reducing inequalities faced by socially
and economically backward groups;
CEAT Limited 61
b) Amount unspent, if any; Nil
(` 413.07 Lacs remained unspent by RPG Foundation, the Implementing Agency)
c) Manner in which the amount spent during the financial year is detailed below:
` (in Lacs)
Amount
Amount Cumulative Amount
Outlay
Spent Expenditure spent: Direct
CSR project or Sector in which the Project Location (Area/ (Budget)
Sr. on the upto or through
activity identified project is covered District and State) Project or
project or reporting implementing
Programmes
programme period agency*
Wise
6. Responsibility Statement of the CSR Committee: CSR activities are implemented and monitored in compliance with the
CSR objectives and Policy of the Company.
Place: Mumbai
Date: May 7, 2019
Corporate Overview
As on the financial year ended on March 31, 2019
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
Statutory Reports
v. Whether listed Company Yes (National Stock Exchange of India Limited and BSE Limited)
vi. Name Address and Contact details of Registrar and Share Transfer TSR Darashaw Limited
Agents 6-10, Haji Moosa Patrawala Industrial Estate,
20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011
E mail: csg-unit@tsrdarashaw.com
Web: www.tsrdarashaw.com
Tel.: 022-66178484; Fax: 022-66568494
Sr.
Name and Description of main products/services NIC Code of the Product/service % to total turnover of the Company
No.
Financial Statements
1 Manufacturing and sale of automotive Tyres, tubes and flaps 22111 100%
CEAT Limited 63
IV. Share Holding Pattern (Equity Share Breakup as Percentage of Total Equity)
i) Category-wise Share Holding
No. of Shares held at the beginning of the No. of Shares held at the end of the year
year i.e. April 1, 2018 i.e. March 31, 2019 % Change
Category of Shareholers during the
% of Total % of Total year
Demat Physical Total Demat Physical Total
Shares Shares
A. Promoters
(1) Indian
(a) Individuals / Hindu Undivided Family 1,48,117 0 1,48,117 0.37 1,48,137 0 1,48,137 0.37 0
(b) Central Government / State Government(s) - - - - - - - - -
(c) Bodies Corporate 1,86,03,273 0 1,86,03,273 45.99 1,87,33,200 0 1,87,33,200 46.31 0.32
(d) Financial Institutions / Banks - - - - - - - - -
(e) Any Other (specify)
i Trusts 6 0 6 0 6 0 6 0 0
Sub-Total (A) (1) 1,87,51,396 0 1,87,51,396 46.36 1,88,81,343 0 1,88,81,343 46.68 0.32
(2) Foreign
(a) Individuals (Non-Resident Individuals / - - - - - - - - -
Foreign Individuals)
(b) Bodies Corporate 17,82,348 0 17,82,348 4.41 17,82,348 0 17,82,348 4.41 0
(c) Institutions - - - - - - - - -
(d) Qualified Foreign Investor - - - - - - - - -
(e) Any Other (specify)
Sub-Total (A) (2) 17,82,348 0 17,82,348 4.41 17,82,348 0 17,82,348 4.41 0
Total Shareholding of Promoter and 2,05,33,744 0 2,05,33,744 50.76 2,06,63,691 0 2,06,63,691 51.08 0.32
Promoter Group (A)
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI 36,13,552 9,198 36,22,750 8.96 20,96,459 9,198 21,05,657 5.21 (3.75)
(b) Financial Institutions / Banks 1,05,403 4,822 1,10,225 0.27 2,08,705 4,822 2,13,527 0.53 0.26
(c) Cental Government / State Government(s) 0 9,700 9,700 0.02 0 9,700 9,700 0.02 0
(d) Venture Capital Funds - - - - - - - - -
(e) Insurance Companies 10,03,117 75 10,03,192 2.48 7,20,140 75 7,20,215 1.78 (0.70)
(f) Foreign Institutional Investors 67,881 2,436 70,317 0.17 1,38,698 2,436 1,41,134 0.35 0.18
(g) Foreign Venture Capital Investors - - - - - - - - -
(h) Qualified Foreign Investor - - - - - - - - -
(i) Foreign Portfolio Investors (Corporate) 89,53,923 0 89,53,923 22.14 98,72,015 0 98,72,015 24.41 2.27
(j) Any Other (specify)
Sub-Total (B) (1) 1,37,43,876 26,231 1,37,70,107 34.04 1,30,36,017 26,231 1,30,62,248 32.29 (1.75)
(2) Non-Institutions
(a) Bodies Corporate
i Indian Companies 4,03,056 17,719 4,20,775 1.04 1,28,266 17,372 1,45,638 0.36 (0.68)
ii Foreign Companies 14,21,375 37 14,21,412 3.51 14,21,375 37 14,21,412 3.51 0
(b) Individuals - 0 0
i Individual shareholders holding nominal 29,93,110 5,28,062 35,21,172 8.70 36,72,763 4,64,146 41,36,909 10.23 1.52
share capital upto ` 1 lakh
ii Individual shareholders holding nominal 28,932 0 28,932 0.07 40,718 0 40,718 0.10 0.03
share capital in excess of ` 1 lakh
(c) Qualified Foreign Investor - - - - - - - - -
(d) Any Other
i Alternate Investment Fund 7,000 0 7,000 0.02 0 0 0 0 (0.02)
ii Non- Resident Indian NRI 1,32,375 148 1,32,523 0.33 2,18,665 81 2,18,746 0.54 0.21
iii Trusts 1,736 0 1,736 0 28,252 0 28,252 0.07 0.07
iv IEPF 2,04,838 0 2,04,838 0.51 2,24,210 0 2,24,210 0.55 0.05
v HUF 83,086 0 83,086 0.21 1,05,039 0 1,05,039 0.26 0.05
vi Director and relatives 4,200 7 4,207 0.01 4,207 0 4,207 0.01 0
vii Clearing Members 2,86,184 0 2,86,184 0.71 3,73,004 0 3,73,004 0.92 0.21
viii Unclaimed Suspense or Escrow Account 19,351 0 19,351 0.05 15,532 0 15,532 0.04 (0.01)
ix LLP 12,576 0 12,576 0.03 5,370 0 5,370 0.01 (0.02)
x Bodies Corporate-NBFC 2,449 0 2,449 0.01 5,116 0 5,116 0.01 0.01
Sub-total (B) (2) 56,00,268 5,45,973 61,46,241 15.19 62,42,517 4,81,636 67,24,153 16.62 1.43
Corporate Overview
% of Total % of Total year
Demat Physical Total Demat Physical Total
Shares Shares
Total Public Shareholding (B) = (B)(1)+(B)(2) 1,93,44,144 5,72,204 1,99,16,348 49.24 1,92,78,534 5,07,867 1,97,86,401 48.92 (0.32)
Total (A)+(B) 3,98,77,888 5,72,204 4,04,50,092 100 3,99,42,225 5,07,867 4,04,50,092 100 0
(C) Shares held by Custodians - - - - - - - - -
and against which Depository
Receipts have been issued
Grand Total (A)+(B)+(C) 3,98,77,888 5,72,204 4,04,50,092 100 3,99,42,225 5,07,867 4,04,50,092 100 0
Statutory Reports
No. of shares shares of the No. of shares shares of the year
encumbered encumbered
Company Company
to total shares to total shares
1 Instant Holdings Limited 1,15,10,812 28.46 0 1,18,16,662 29.22 0 0.76
2 Societe CEAT D Investissementen Asie S A 17,82,348 4.41 0 17,82,348 4.41 0 0
3 STEL Holdings Limited 13,72,835 3.39 0 14,16,757 3.49 0 0.10
4 Summit Securities Limited 9,59,125 2.37 0 10,14,230 2.50 0 0.13
5 Mr. H. V. Goenka 1,33,932 0.33 0 1,33,932 0.33 0 0
6 Mr. Anant Goenka 14,185 0.04 0 14,185 0.04 0 0
7 Ms. Mala Goenka 0 0 0 10 0 0 0
8 Ms. Radha Goenka 0 0 0 10 0 0 0
9 Sudarshan Electronics and TV Limited 1 0 0 1 0 0 0
10 Chattarpati Apartments LLP 2,75,876 0.68 0 876 0 0 (0.68)
11 Swallow Associates LLP 44,84,624 11.09 0 44,84,624 11.09 0 0
Financial Statements
12 Atlantus Dwellings & Infrastructure LLP 0 0 0 10 0 0 0
13 Ektara Enterprises LLP 0 0 0 10 0 0 0
14 Malabar Coastal Holdings LLP 0 0 0 10 0 0 0
15 Sofreal Mercantrade Private Limited 0 0 0 10 0 0 0
16 Vayu Udaan Aircraft LLP 0 0 0 10 0 0 0
17 H. V. Goenka (in the Capacity of Trustee of Secura India Trust) 1 0 0 1 0 0 0
18 H. V. Goenka (in the Capacity of Trustee of Stellar Energy Trust) 1 0 0 1 0 0 0
19 H. V. Goenka (in the Capacity of Trustee of Nucleus Life Trust) 1 0 0 1 0 0 0
20 H. V. Goenka (in the Capacity of Trustee of Crystal India Tech Trust) 1 0 0 1 0 0 0
21 H. V. Goenka (in the Capacity of Trustee of Monitor Portfolio Trust) 1 0 0 1 0 0 0
22 H. V. Goenka (in the Capacity Trustee of Prism Estate Trust) 1 0 0 1 0 0 0
2,05,33,744 50.76 0.00 2,06,63,691 51.08 0.00 0.32
CEAT Limited 65
iii) Change in Promoters’ Shareholding (Specify if there is no Change)
Share holding at the beginning of the Cumulative Share holding during the
Sr. Year year
Name of the Promoter
No. % of total shares % of total shares
No. of Shares No. of shares
of the Company of the Company
At the beginning of the year April 1, 2018 2,05,33,744 50.76
Date-wise increase/(decrease) -
1 Instant Holdings Limited
6.4.2018 Inter-seTransfer 2,75,000 0.68 2,05,64,594 50.84
7.9.2018 Market Purchase 30,850 0.08 2,05,95,444 50.92
2 Stel Holdings Limited
15.3.2018 Market Purchase 39,922 0.10 2,06,35,366 51.01
22.3.2019 Market Purchase 1,300 0 2,06,36,666 51.02
29.3.2019 Market Purchase 2,700 0.01 2,06,39,366
3 Summit Securities Limited
31.8.2018 Market Purchase 23,155 0.06 2,06,59,821 51.07
7.9.2018 Market Purchase 26,150 0.06 2,06,85,971 51.14
28.9.2018 Market Purchase 5,800 0.01 2,06,91,771 51.15
4 Chattarpati Apartments LLP
6.4.2018 Inter-se Transfer (2,75,000) (0.68) 2,04,16,771 50.47
5 Radha Anant Goenka
13.4.2018 Market Purchase 10 0 2,04,16,781 50.47
6 Ektara Enterprises LLP
13.4.2018 Market Purchase 10 0 2,04,16,791 50.47
7 Vayu Udaan Aircraft LLP
13.4.2018 Market Purchase 10 0 2,04,16,801 50.47
8 Sofreal Mercantrade Private Limited
13.4.2018 Market Purchase 10 0 2,04,16,811 50.47
9 Malabar Coastal Holdings LLP
13.4.2018 Market Purchase 10 0 2,04,16,821 50.47
10 Atlantus Dwellings & Infrastructure LLP
13.4.2018 Market Purchase 10 0 2,04,16,831 50.47
11 Mala Goenka
13.4.2018 Market Purchase 10 0 2,04,16,841 50.47
At the end of the year March 31, 2019 2,06,63,691 51.08
iv) Shareholding pattern of top ten Shareholders as on March 31, 2019 (other than Directors, Promoters and
Holders of GDRs and ADRs)
Share holding at the Cumulative Share holding
Sr. beginning of the Year during the year
Name of the promoter
No. % of total shares % of total shares
No. of Shares No. of shares
of the Company of the Company
1 Jwalamukhi Investment Holdings
At the beginning of the year April 1, 2018 32,53,841 8.04
Date-wise Increase/(decrease)
13.4.2018 Market Sale (1,52,849) (0.38) 31,00,992 7.67
20.4.2018 Market Sale (1,20,231) (0.30) 29,80,761 7.37
23.10.2018 Market Sale (29,80,761) (7.37) 0 0
26.10.2018 Market Purchase 29,80,761 7.37 29,80,761 7.37
5.2.2019 Market Sale (29,80,761) (7.37) 0 0
8.2.2019 Market Purchase 29,80,761 7.37 29,80,761 7.37
27.2.2019 Market Sale (29,80,761) (7.37) 0 0
1.3.2019 Market Purchase 29,53,366 7.30 29,53,366 7.30
26.3.2019 Market Sale (29,53,366) (7.30) 0 0
29.3.2019 Market Purchase 29,53,366 7.30 29,53,366 7.30
At the end of the year March 31, 2019 29,53,366 7.30
Corporate Overview
No. % of total shares % of total shares
No. of Shares No. of shares
of the Company of the Company
2 Amansa Holdings Private Limited
At the beginning of the year April 1, 2018 14,02,310 3.47
Date-wise Increase/(decrease)
4.5.2018 Market Sale (47,660) (0.12) 13,54,650 3.35
23.10.2018 Market Sale (13,54,650) (3.35) 0 0
26.10.2018 Market Purchase 13,54,650 3.35 13,54,650 3.35
1.2.2019 Market Purchase 2,82,370 0.70 16,37,020 4.05
5.2.2019 Market Sale (16,37,020) (4.05) 0 0
8.2.2019 Market Purchase 17,54,950 4.34 17,54,950 4.34
15.2.2019 Market Purchase 4,04,356 1 21,59,306 5.34
22.2.2019 Market Purchase 1,76,885 0.44 23,36,191 5.78
Statutory Reports
27.2.2019 Market Sale (23,36,191) (5.78) 0 0
1.3.2019 Market Purchase 24,05,949 5.95 24,05,949 5.95
8.3.2019 Market Purchase 3,424 0.01 24,09,373 5.96
26.3.2019 Market Sale (24,09,373) (5.96) 0 0
29.3.2019 Market Purchase 24,09,373 5.96 24,09,373 5.96
At the end of the year March 31, 2019 24,09,373 5.96
3 Westbridge Crossover Fund, Llc
At the beginning of the year and 14,21,375 3.51 14,21,375 3.51
at the end of the year – No change
during the year ended March 31, 2018
4 Tata Young Citizens Fund
At the beginning of the year April 1, 2018 4,38,575 1.08
Date-wise Increase/(decrease)
Financial Statements
6.4.2018 Market Purchase 4,000 0.01 4,42,575 1.09
20.4.2018 Market Purchase 3,000 0.01 4,45,575 1.10
8.6.2018 Market Purchase 30,000 0.07 4,75,575 1.18
22.6.2018 Market Purchase 90,000 0.22 5,65,575 1.40
6.7.2018 Market Purchase 19,000 0.05 5,84,575 1.45
24.8.2018 Market Sale (1,000) 0 5,83,575 1.44
14.9.2018 Market Purchase 30,000 0.07 6,13,575 1.52
21.9.2018 Market Purchase 20,000 0.05 6,33,575 1.57
23.10.2018 Market Sale (6,33,575) (1.57) 0 0
26.10.2018 Market Purchase 6,33,575 1.57 6,33,575 1.57
16.11.2018 Market Purchase 1,35,000 0.33 7,68,575 1.90
7.12.2018 Market Purchase 1,00,000 0.25 8,68,575 2.15
14.12.2018 Market Purchase 60,000 0.15 9,28,575 2.30
Notice & Proxy
21.12.2018 Market Purchase 67,000 0.17 9,95,575 2.46
4.1.2019 Market Purchase 79,100 0.20 10,74,675 2.66
11.1.2019 Market Purchase 86,100 0.21 11,60,775 2.87
5.2.2019 Market Sale (11,60,775) (2.87) 0 0
8.2.2019 Market Purchase 10,94,375 2.71 10,94,375 2.71
15.2.2019 Market Sale (14,800) (0.04) 10,79,575 2.67
22.2.2019 Market Purchase 81,200 0.20 11,60,775 2.87
27.2.2019 Market Sale (11,60,775) (2.87) 0 0
1.3.2019 Market Purchase 11,60,775 2.87 11,60,775 2.87
26.3.2019 Market Sale (11,60,775) (2.87) 0 0
29.3.2019 Market Purchase 11,60,775 2.87 11,60,775 2.87
At the end of the year March 31, 2019 11,60,775 2.87
CEAT Limited 67
Share holding at the Cumulative Share holding
Sr. beginning of the Year during the year
Name of the promoter
No. % of total shares % of total shares
No. of Shares No. of shares
of the Company of the Company
5 Mirae Asset Tax Saver Fund
At the beginning of the year April 1, 2018 14,74,391 3.64
Date-wise Increase/(decrease)
11.3.2018 Market Purchase 1,06,000 0.26 15,80,391 3.91
18.5.2018 Market Purchase 1,06,558 0.26 16,86,949 4.17
25.5.2018 Market Purchase 39,000 0.10 17,25,949 4.27
1.6.2018 Market Purchase 15,000 0.04 17,40,949 4.30
8.6.2018 Market Purchase 3,000 0.01 17,43,949 4.31
15.6.2018 Market Purchase 15,000 0.04 17,58,949 4.35
29.6.2018 Market Purchase 4,000 0.01 17,62,949 4.36
20.7.2018 Market Purchase 3,000 0.01 17,65,949 4.37
27.7.2018 Market Purchase 79,351 0.20 18,45,300 4.56
3.8.2018 Market Purchase 3,000 0.01 18,48,300 4.57
10.8.2018 Market Purchase 64,229 0.16 19,12,529 4.73
17.8.2018 Market Purchase 30,023 0.07 19,42,552 4.80
24.8.2018 Market Purchase 30,000 0.07 19,72,552 4.88
31.8.2018 Market Purchase 3,000 0.01 19,75,552 4.88
7.9.2018 Market Purchase 31,500 0.08 20,07,052 4.96
28.9.2018 Market Purchase 10,000 0.02 20,17,052 4.99
19.10.2018 Market Purchase 4,500 0.01 20,21,552 5
19.1.2018 Market Purchase 2,500 0.01 14,53,391 3.59
23.10.2018 Market Sale (20,21,552) (5) 0 0
26.10.2018 Market Purchase 20,21,552 5 20,21,552 5
30.11.2018 Market Sale (1,74,571) (0.43) 18,46,981 4.57
14.12.2018 Market Sale (63,000) (0.16) 17,83,981 4.41
21.12.2018 Market Sale (76,000) (0.19) 17,07,981 4.22
5.2.2019 Market Sale (17,07,981) (4.22) 0 0
8.2.2019 Market Purchase 17,07,981 4.22 17,07,981 4.22
15.2.2019 Market Sale (5,25,637) (1.30) 11,82,344 2.92
27.2.2019 Market Sale (9,88,026) (2.44) 1,94,318 0.48
1.3.2019 Market Purchase 9,60,126 2.37 11,54,444 2.85
26.3.2019 Market Sale (9,60,126) (2.37) 1,94,318 0.48
29.3.2019 Market Purchase 8,80,126 2.18 10,74,444 2.66
At the end of the year March 31, 2019 8,80,126 2.18
6 Mirae Asset India Mid Cap Equity Fund
At the beginning of the year April 1, 2018 3,97,833 0.98
Date-wise Increase/(decrease)
18.5.2018 Market Purchase 33,475 0.08 4,31,308 1.07
27.7.2018 Market Purchase 47,831 0.12 4,79,139 1.18
17.8.2018 Market Purchase 23,515 0.06 5,02,654 1.24
24.8.2019 Market Purchase 52,058 0.13 5,54,712 1.37
31.8.2019 Market Purchase 48,721 0.12 6,03,433 1.49
7.9.2018 Market Purchase 26,805 0.07 6,30,238 1.56
21.9.2018 Market Purchase 33,631 0.08 6,63,869 1.64
23.10.2018 Market Sale (6,63,869) (1.64) 0 0
26.10.2018 Market Purchase 6,63,869 1.64 6,63,869 1.64
14.12.2018 Market Sale (45,072) (0.11) 6,18,797 1.53
5.2.2019 Market Sale (6,18,797) (1.53) 0 0
8.2.2019 Market Purchase 6,18,797 1.53 6,18,797 1.53
27.2.2019 Market Sale (6,18,797) (1.53) 0 0
1.3.2019 Market Purchase 61,89,797 15.30 6,18,797 1.53
8.3.2019 Market Sale (69,188) (0.17) 5,49,609 1.36
26.3.2019 Market Purchase 5,49,609 1.36 0 0
29.3.2019 Market Purchase 5,49,609 1.36 5,49,609 1.36
At the end of the year March 31, 2019 5,49,609 1.36
Corporate Overview
No. % of total shares % of total shares
No. of Shares No. of shares
of the Company of the Company
7 Dimensional Emerging Markets Value Fund
At the beginning of the year April 1, 2018 2,93,451 0.73
Date-wise Increase/(decrease)
27.4.2018 Market Sale (42,066) (0.10) 2,51,385 0.62
23.10.2018 Market Sale (2,51,385) (0.62) 0 0
26.10.2018 Market Purchase 2,51,385 0.62 2,51,385 0.62
1.2.2019 Market Purchase 15,845 0.04 2,67,230 0.66
5.2.2019 Market Sale (2,67,230) (0.66) 0 0
8.2.2019 Market Purchase 3,01,480 0.75 3,01,480 0.75
15.2.2019 Market Purchase 14,693 0.04 3,16,173 0.78
22.2.2019 Market Purchase 4,082 0.01 3,20,255 0.79
Statutory Reports
27.2.2019 Market Sale (3,20,255) (0.79) 0 0
1.3.2019 Market Purchase 3,34,759 0.83 3,34,759 0.83
22.3.2019 Market Purchase 28,194 0.07 3,62,953 0.90
26.3.2019 Market Sale (3,62,953) (0.90) 0 0
29.3.2019 Market Purchase 3,62,953 0.90 3,62,953 0.90
At the end of the year March 31, 2019 3,62,953 0.90
8 Government Pension Fund Global
At the beginning of the year April 1, 2018 609 0
Date-wise Increase/(decrease)
23.10.2018 Market Sale (609) 0 0 0
26.10.2018 Market Purchase 609 0 609 0
7.12.2018 Market Purchase 54,378 0.13 54,978 0.14
14.12.2018 Market Purchase 1,12,704 0.28 1,67,691 0.41
Financial Statements
1.2.2019 Market Purchase 1,79,737 0.44 3,47,428 0.86
5.2.2019 Market Sale (3,47,428) (0.86) 0 0
8.2.2019 Market Purchase 3,47,428 0.86 3,47,428 0.86
27.2.2019 Market Sale (3,47,428) (0.86) 0 0
1.3.2019 Market Purchase 3,47,428 0.86 3,47,428 0.86
26.3.2019 Market Sale (3,47,428) (0.86) 0 0
29.3.2019 Market Purchase 3,47,428 0.86 3,47,428 0.86
At the end of the year March 31, 2019 3,47,428 0.86
9 Crestwood Capital Master Fund, Ltd.
At the beginning of the year April 1, 2018 0 0
Date-wise Increase/(decrease)
7.9.2018 Market Purchase 80,000 0.20 80,000 0.20
14.9.2018 Market Purchase 1,35,000 0.33 2,15,000 0.53
Notice & Proxy
21.9.2018 Market Purchase 20,000 0.05 2,35,000 0.58
5.10.2018 Market Purchase 25,000 0.06 2,60,000 0.64
12.10.2018 Market Purchase 70,000 0.17 3,30,000 0.82
23.10.2018 Market Sale (3,30,000) (0.82) 0 0
26.10.2018 Market Purchase 3,30,000 0.82 3,30,000 0.82
14.12.2018 Market Sale (30,000) (0.07) 3,00,000 0.74
21.12.2018 Market Sale (30,000) (0.07) 27,000 0.67
28.12.2018 Market Sale (35,000) (0.09) 2,35,000 0.58
5.2.2019 Market Sale (2,35,000) (0.58) 0 0
8.2.2019 Market Purchase 2,65,000 0.66 2,65,000 0.66
15.2.2019 Market Purchase 35,000 0.09 3,00,000 0.74
22.2.2019 Market Purchase 35,000 0.09 3,35,000 0.83
27.2.2019 Market Sale (3,35,000) (0.83) 0 0
1.3.2019 Market Purchase 3,35,000 0.83 3,35,000 0.83
26.3.2019 Market Sale (3,35,000) (0.83) 0 0
29.3.2019 Market Purchase 3,35,000 0.83 3,35,000 0.83
At the end of the year March 31, 2019 3,35,000 0.83
CEAT Limited 69
Share holding at the Cumulative Share holding
Sr. beginning of the Year during the year
Name of the promoter
No. % of total shares % of total shares
No. of Shares No. of shares
of the Company of the Company
10 General Insurance Corporation of India
At the beginning of the year April 1, 2018 32,038 0.08
Date-wise Increase/(decrease)
23.10.2018 Market Sale (32,038) (0.08) 0 0
26.10.2018 Market Purchase 3,20,038 0.79 3,20,038 0.79
5.2.2019 Market Sale (3,20,038) (0.79) 0 0
8.2.2019 Market Purchase 3,20,038 0.79 3,20,038 0.79
27.2.2019 Market Sale (3,20,038) (0.79) 0 0
1.3.2019 Market Purchase 3,20,038 0.79 3,20,038 0.79
26.3.2019 Market Sale (3,20,038) (0.79) 0 0
29.3.2019 Market Purchase 3,20,038 0.79 3,20,038 0.79
At the end of the year March 31, 2019 3,20,038 0.79
*Note: The shares of the Company are traded on daily basis. Hence the date wise increase/ decrease in the shareholding of the above shareholders are consolidated
based on the weekly beneficial position and Permanent Account Number (PAN) of the shareholder.
Corporate Overview
Secured Loans
Total
excluding Unsecured loans Deposits
Indebtedness
deposits
Indebtedness at the beginning of the Financial year
i) Principal Amount 61,057.84 3,030.80 0.20 64,088.84
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 128.70 - - 128.70
Total (i+ii+iii) 61,186.53 3,030.80 0.20 64,217.53
Change in Indebtedness during the Financial year
– Addition (Includes only Principal) 97,296.51 19,852.27 - 1,17,148.77
– Reduction (Includes only Principal) (54,916.92) (269.07) - (55,185.99)
Net Changes 42,379.59 19,583.20 - 61,962.78
Indebtedness at the end of the Financial year
Statutory Reports
i) Principal Amount 1,03,437.42 22,614 0.20 1,26,051.62
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 537.92 - - 537.92
Total (i +ii +iii) 1,03,975.34 22,614 0.20 1,26,589.54
Financial Statements
b) Value of perquisite u/s 17(2) of Income Tax Act, 1961 34,27,458 39,600 34,67,058
c) Profit in lieu of salary under Section u/s 17(3) of Income Tax
- - -
Act, 1961
2 Stock option - - -
3 Sweat Equity - - -
4 Commission
* As percent of profit - - -
* Others, Specify - - -
5 Others please specify (retiral benefits) 30,06,160 11,92,903 41,99,063
Total (A) 4,73,13,275 2,91,21,313 7,64,34,588
Ceiling as per the Act (Being 10% of Net Profits of the Company
43,63,73,170
calculated as per Section 198 of the Act)
CEAT Limited 71
B. Remuneration to Other Directors
Sr. Particulars of Remuneration Name of Directors Total
No. Mr. Mahesh Mr. S. Mr. Haigreve Mr. Atul C. Mr. Vinay Mr. Paras K. Ms. Punita Mr. Ranjit V. Amount
S. Gupta Doreswamy$ Khaitan Choksey Bansal Chowdhary Lal Pandit#
Independent Directors
• Fee for attending board/
8,05,000 8,00,000 4,00,000 4,00,000 7,75,000 6,00,000 5,00,000 - 42,80,000
committee meetings
• Commission 8,00,000 8,00,000 8,00,000 8,00,000 8,00,000 8,00,000 8,00,000 - 56,00,000
• Others, please specify
Total (1) 16,05,000 16,00,000 12,00,000 12,00,000 15,75,000 14,00,000 13,00,000 - 98,80,000
Mr. H. V. Mr. Hari L. Mr. Pierre E.
Goenka Mundra@ Coahde**
Other Non-Executive Directors
• Fee for attending board
5,30,000 4,70,000 - - - - - - 10,00,000
committee meetings
• Commission 3,75,00,000 6,67,000 - - - - - - 3,81,67,000
• Others, please specify
Total (2) 3,80,30,000 11,37,000 0 0 0 0 0 0 3,91,67,000
Total (B) = (1+2) 3,96,35,000 27,37,000 12,00,000 12,00,000 15,75,000 14,00,000 13,00,000 0 4,90,47,000
Total Managerial Remuneration 4,90,47,000
Overall Ceiling as per the Act* 48,00,10,487
* Sitting Fees have not been considered as a component for reckoning as per the Companies Act, 2013.
** Mr. Pierre E. Cohade was appointed as Director (Non-Executive Director Non Independent Director) w.e.f. July 20, 2018 and is not being paid sitting fees
and commission.
# Mr. Ranjit V. Pandit has waived off his right to receive remuneration include sitting fees and commission from the Company.
@ Ceased to be a director w.e.f. January 29, 2019
$ Ceased to be a director w.e.f. March 12, 2019
Corporate Overview
Earnings and Outgo
•
Conversion of pneumatic RAM to hydraulic RAM in
[Pursuant to Section 134(3)(m) of The Companies Act, 2013
banbury at Bhandup Plant and saved 500 CFM air (2000
read with Rule 8(3) of The Companies (Accounts) Rules, 2014]:-
KWH/Day saving).
A. Conservation of Energy
• Installed VFD for vacuum pump at Bhandup Plant (200
(a)
The Company continued to give major emphasis on
KWH/day saving).
conservation of energy and the measures taken during the
previous years were continued. The efficiency of energy
(b)
Additional investments/Proposals for reduction of
utilization in each manufacturing unit is monitored at the
Consumption of energy.
corporate level every quarter, in order to achieve effective
conservation of energy. The significant energy conservation
•
Replacement of conventional Tube lights with
measures during the year were:
LED in all Plants.
Statutory Reports
• Operation optimization of Mixer process at Nagpur Plant
•
VFD for Compressors, blowers, pumps at Bhandup
(250 KWH/day saving)
and Nashik Plant
• Fix power consumption reduction at Nagpur Plant (800
•
Energy Efficient Heat Pumps Electrical Band Heaters
KWH/day saving)
Conversion to Heat Pump system at Nashik Plant.
• Energy Efficient pump fixed in process cooling tower at
• Energy efficient pumps with VFD - New System for hot
Halol Plant (180 KWH/day saving)
water system with VFD at Nashik Plant
• Cooling tower FRP blade replacement job at Halol Plant
• Banbury No.1 Conversion with AC drive and 60 rpm
(100 KWH/day saving)
at Nashik Plant
• Stop idle running time of hydraulic motor at Halol Plant
•
Optimization of Supply recovery pumps
Financial Statements
(150 KWH/day saving) operations Nashik Plant
• Kirloskar chiller descaling job done at Halol Plant (100 • Use of VFD control for HT motors cooling fans in mixing
KWH/day saving) process at Halol Plant
•
HVAC cooling tower, cooling process and mixer • Harmonic filter installation for DTR 7 and 9 in electric
cooling tower fills replacement at Halol Plant (400 substation at Halol Plant
KWH/day saving)
•
Reduce carbon conveying system pressure by
• Supply return interconnection passing valve replacement introducing new compressor at Halol Plant
with new one at Halol Plant (1037 KWH/day saving).
• VFD’s for controlling utilities at Bhandup Plant
• AHU On/Off set point optimization at Halol Plant (200
KWH/day saving). • Unidrive instead of bull gear assembly at Bhandup Plant Notice & Proxy
•
Conversion of drive system of 84” mill of Ban 4 to •
Energy efficient pumps for Cooling Towers
uni-drive system at Nashik Plant (275 KWH/day saving). at Bhandup Plant.
• Electrical band heaters conversion to heat pump system • Unidrive for 3 Roll Calendar.
at Nashik Plant (650 KWH/day saving).
•
Replacement of process air dryers (2 nos.)
•
Banbury Screw compressor with VFD (500 at Bhandup Plant.
KWH/day saving).
• Installation of magnetic level sensor with auto control in
• Banbury Ram conversion from pneumatic to Hydraulic condensate tank, BOM cold water tank and Hot water
at Nashik Plant (600 KWH/day saving). recovery tank at Bhandup Plant.
• New system for hot water pumps with VFD at Nashik • Conversion of pneumatic control to PID (I to P) control
Plant (600 KWH/day saving). for deaerator steam, Process air to instrument air control
valves at Bhandup Plant.
CEAT Limited 73
B. Technology Absorption and Foreign Exchange MNC OEMs like Suzuki, Hyundai, KIA Motors, Renault,
Earnings and Outgo Mahindra etc. for hatchback, sedan and Compact SUVs.
The Company has further strengthened its relationships
Research and Development (R&D)
with key Original Equipment Manufacturers (‘OEMs’)
1. Specific areas in which R&D activities were carried
and received nominations for new projects from Skoda,
out by the Company
Nissan, and Peugeot for their premium hatch and SUV
The major focus of R&D has been on new and innovative
programmes. The Company has entered Global Supplier
materials and processing and breakthrough product
Panel of Volkswagen by Clearing VDA 6.3 process audit
development. Today, it is 180+ members strong team,
and is working on 6 Skoda Projects.
HQ in Halol and spread across Bhandup, Nashik, Nagpur
and upcoming Chennai plant, and newly opened CETC
In FY 2018-19, the Company has received approvals from
(CEAT European Technical Centre) in Frankfurt Germany
Hyundai QXi, TUV3oo Plus, Hyundai Santro. Further, the
which plays key role in meeting challenging requirement of
Company is working with other global OEMs like Ford,
matured markets such as Europe. In recent few years, R&D
Toyota, Honda, PSA Peugeot etc. and is confident that it
has taken several strides in new development projects,
will be able to open it’s accounts with them in the coming
adding several domestic and international OEMs to the
days. In domestic replacement market. Milaze X3 tyres
portfolio and various innovative solutions for which in the
were launched successfully which are designed to provide
last few years alone we have filed several patents.
tyre life upto 1 Lac km.
R&D way of working is well aligned with TQM philosophy
The Company’s product series in PCR Winter, Summer,
of Company and activities are carried out based on a
All season, UHP and Van categories launched in Europe
five-year rolling roadmap, aligning with Company’s vision
are well accepted in meeting stringent performance
which ensured forecast and developed newer technologies
requirement of European markets. The Company achieved
keeping in mind future requirements.
yet another milestone this year by developing its first 19
& 20-inch UHP tyres with high rim diameter and lowest
At CEAT R&D, the aim is to make innovation a powerful
aspect ratio. With this range of 19 and 20-inch UHP tyres
tool that will enable us to affect business breakthroughs.
the Company’s presence in Europe’s niche market segment
With use of basic research department, we developed new
such as Germany will increase. With this the Company
and innovative materials and processing. Within 1 (one) year
poised to become one among the global market leaders
we have identified several new functional and nano materials
with high range premium products.
for tyre compounds which has helped to meet stringent
requirements of grip, RR and noise. New vestments in
In commercial category, new Truck-Bus Radial tyres Win
the areas of predictive testing and advanced raw material
Series was successfully launched for Domestic market and
characterization resulted in significant technological
now well accepted in the market. A Super Heavy Load tyre
edge over competition. Last year, multiple advanced
first of its kind Truck Bus tyre was launched to cater to
research projects and Ph.D. programmes in collaboration
heavy Load Markets. In the Bias segment Premium Rib
with IITs and German Universities were initiated.
Tyre for high mileage was developed and New Tyre for
Aggressive approach in the areas of patent filing and
Mining segment was launched giving higher retreadability.
research/special projects has created total 46 patens and
51 design registrations cumulatively.
In 2/3 Wheeler category, development programmes with
OEM’s resulted in product approvals and continuous
The Design and Advance Engineering played an important
supplies to many leading OEMs including Honda, Suzuki,
role to ensure the Company delivers innovative and quality
Yamaha, Bajaj and Royal Enfield premium models
products and use of Digitization and automation has
upto 650CC. In FY 2018-19, the Company received
helped to reduce product development time. The use of
approvals for Bajaj Platina Low RR, Royal Enfield 350
semantic approach with updated pattern bank helped to
cc Bike and received approval in Mahindra E Rickshaw.
develop new products for OE and replacement markets.
2/3-Wheeler market undergone a considerable change in
Test facilities were elevated by installing High Speed
the past years including introduction of electric vehicles,
Uniformity, Flat Trac and Semi Anechoic Chamber which
ABS /CBS implementation and BS6 vehicle developments.
has reinforced objective testing and timely development of
This year the Company launched industry first ‘GRIPP
products to meet the customer requirements.
X3-Everlasting Grip’ the Dual Compound Technology which
is first of its kind in India providing lasting Grip to customer.
2. Benefits derived as a result of the above R&D
The Company also launched its indigenously developed
With help of above initiatives, the Company has proved
puncture safe series of tubeless 2 Wheeler tyres, first time
its technological provence and developed more than 58
in selected markets in India.
new products across various categories and geographies
globally in FY2018-19, which has significantly contributed
3. Awards and Accolades
to company’s profitability and growth resulting into 19.4%
CEAT CZAR Pattern has been awarded ‘INDIA DESIN
of the Company’s revenue from new products.
MARK’ in 2014 and 2018 which is highest design recognition
from the Indian Government through India Design Council
In Passenger Car Radials (‘PCR’) category, today
and has been initiated in cooperation with Japan Institute of
the Company is proud partners of leading Indian and
Corporate Overview
in passenger car tyre segment, according to the J. 1. Efforts, in brief, made towards technology
D. Power 2018 India Original Equipment Tyre Customer absorption, adaptation and innovation:
Satisfaction Index (TCSI) study. The Company’s R&D has •
Advanced research projects and Ph.D.
published several research papers and publications in programmes in collaboration with IITs and German
international conferences and journals which will enhance Universities on identified technologies.
the global footprint.
•
Strategic partnerships and external research with
4. Future plans: institutions and global suppliers enabled us to innovate
To meet future mobility challenges, the Company is in many emerging areas or R&D and improve product
constantly forecasting and exploring technological performance and process efficiency.
requirement of future and develop newer technologies.
In constant endeavour to improve R&D capability in the areas • Participation in international conferences, seminars for
of fuel efficiency, grip, durability and noise through special technology exploration and joint projects.
Statutory Reports
focus developing simulation technologies, predictive testing
capabilities and use of novel materials and advanced raw • Partnership and product development with automobile
material characterization. Automation, Digitization, Design Original Equipment Manufacturer helped in taking-up
Thinking and Data analytics will help to reduce product emerging challenges in the industry and developing
development time which will make the development fore technological innovations to meet current and
efficient and agile. future requirements.
Post to the successful entry in European market, the •
Sophisticated and modern experimentation methods
Company is now looking to enter into Australia market as a and simulation techniques helped in trying out many
part of global expansion strategy. With strong technological innovative concepts in virtual mode in conceptual
competence, the Company is confident to meet and prototyping stages to improve performance and
requirements of these new markets and look forward to cut-down both cost and development time.
launch SUV products for Australian market. After successful
Financial Statements
product launch of Win series in commercial tyres, the • Joint Contracts and development projects were initiated
Company is now preparing to enter European market for with consultants and domain experts from Europe
commercial category and projects are progressing well. and Japan. The area of work included development of
We are working in the areas of Intelligent truck tyres, TCO new Product Patterns and designs, Advanced Material
Win Fuel (Industry Best Fuel-Efficient Tire with 20% Low technology, Process development and simulation
RR is under development and will be ready to launch in capability development.
FY 2019-20) which will further enhance the Company’s
market presence and technological Provence. 2. Benefits of the above are:
a) Product Development
Various technologies developed in last few years in the b) Product Improvements
areas of reducing rolling resistance, reducing noise and c) Process Efficiency
improving grip and tyre life will accelerate the product d) Cost reduction
development of Electrical vehicle tyres for Passenger, 2 e) Import Substitution
Wheeler and commercial categories which will be a key f) New Process Development Notice & Proxy
focus area for FY 2019-20 development. g) Intellectual Property generation
h) Sustenance
5. Expenditure on Research and Development:
(` in Lacs) Foreign Exchange Earnings and Outgo:
2018-19 2017-18 (` in Lacs)
Capital expenditure 2,917 2,964 2018-19 2017-18
CEAT Limited 75
Annexure to the Board’s Report
Particulars of Employees pursuant to Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2019.
Particulars Name of the Director Ratio of the Percentage
remuneration increase/
of each decrease in
director to remuneration
the median of each
remuneration Director
of the
employees of
the Company
(i) the ratio of the remuneration of each director to the median Mr. H. V. Goenka 129.19:1 1%
remuneration of the employees of the Company for the financial year; Mr. Anant Goenka 160.72:1 19%
Mr. Arnab Banerjee 98.92:1 14%
Mr. Atul C. Choksey 4.08:1 26%
Mr. Haigreve Khaitan 4.08:1 41%
Mr. Hari L. Mundra 3.86:1 (2%)
Mr. Mahesh S. Gupta 5.45:1 18%
Mr. Paras K. Chwodhary 4.76:1 24%
Ms. Punita Lal 4.41:1 53%
Mr. S. Doreswamy 5.44:1 18%
Mr. Vinay Bansal 5.35:1 35%
(ii) the percentage increase/decrease in remuneration of each Director, Mr. Kumar Subbiah, CFO 12%
Chief Financial Officer, Chief Executive Officer, Company Secretary or Ms.Vallari Gupte, CS N. A.
manager,if any, in the financial year;
(iii) the percentage increase in the median remuneration of employees in (37.1)
the financial year;
(iv) the number of permanent employees on the rolls of the Company as 5,815
on March 31, 2019
(v) average percentile increase already made in the salaries of employees The average increase in salaries of employees (other than
other than the managerial personnel in the last financial year and its managerial personnel) during FY 2018-19 was 10.83%, whereas
comparison with the percentile increase in the managerial remuenration the increase in salary of the managerial personnel was 13.43%,
and justification thereof and point out if there are any exceptional in view of the rationalization done to align the salaries with the
circumstances for increase in the managerial remuenration; external benchmarks.
Compensation benchmarking process is followed by the
Company to evaluate the individual salaries internally and
externally and the increment given to each employee is based
on the market benchmark, performance and potential of
the individual and performance of the Company during the
financial year.
(vi) affirmation that the remuneration is as per the remuneration policy of Remuneration paid during FY 2018-19 was as per the
the Company; Nomination and Remuneration Policy of the Company.
Notes:
1. Mr. Hari L. Mundra ceased to be a Director w.e.f. January 29, 2019 due to resignation.
2. Mr. S. Doreswamy ceased to be a Director w.e.f. March 12, 2019 due to resignation.
3. Ms. Vallari Gupte was appointed w.e.f. October 25, 2018 and therefore comparable amount of remuneration was not available for determination of percentage
increase/decrease in the remuneration.
4. Median remuneration of the employees is calculated on the basis of remuneration details of employees including the Managing Director.
5. The reduction in median salary of employees for FY 2018-19 over the previous financial year is mainly due to increase in the number of associates at the Company’s
plants.
6. Directors’ remuneration includes commission and sitting fees for FY 2018-19.
Corporate Overview
This policy has been formulated in terms of the provisions of at the Board level as an essential element in terms of:
the Companies Act, 2013 and the SEBI (Listing Obligations
• Experience of diverse nature;
and Disclosure Requirements) Regulations, 2015 relating
to the appointment and remuneration of the Directors, Key •
Gender in having the right representation of
Managerial Personnel, Senior Management Personnel and female members to also ensure statutory
other employees and Board diversity. compliance as applicable;
This Policy sets out the guiding principles on: •
Qualifications, Knowledge and core skills/ expertise/
competencies required of the Board of Directors in
i.
appointment and remuneration of the Directors,
context of company’s business/sector.
Key Managerial Personnel and Senior
Management Personnel; Diversity at the Board level shall be used a tool for supporting
the attainment of the strategic objectives of the Company
ii.
qualifications, positive attributes and independence
and also to drive business results. Accordingly, while
for appointment of a Director and assessment of
Statutory Reports
designing the composition of the Board, diversity shall be
independence of Independent Director;
considered on all aspects and all appointments shall be
iii. performance evaluation of all Directors; based on meritocracy.
iv. core skills/ expertise/ competencies required of the
The Company is committed to meritocracy and shall
Board of Directors of the Company; respect diversity within the Board members and shall have
an inclusive culture where all view shall be heard and all
v. achieving the benefits of having a diverse Board.
opinions respected.
2. Definitions
4. Requirements Relating to Directors
i. “Non-Executive Directors” (NED) means a
A. Appointment of Directors
member of a Company’s Board of Directors who is
The Company shall appoint those persons who
not in whole-time employment of the Company.
possess requisite qualifications & experience and
ii. “Key Managerial Personnel” (KMP) mean: positive attributes within overall framework of diversity
Financial Statements
as described in this Policy.
• the Chief Executive Officer (CEO) or the Managing
Director (MD) or Manager; B. Qualifications & Experience
i. Any person to be appointed as a Director on the
• the Company Secretary (CS);
Board of Directors of the Company, including
•
the Whole-time Director (WTD); Independent Director shall, in addition to a
formal professional qualification should possess
• the Chief Financial Officer (CFO);
appropriate skills, experience and knowledge
• Such other officer, designated as key managerial in one or more fields viz. sciences, actuarial
personnel by the Board, who is in whole-time sciences, banking, finance, economics, law,
employment at a level not more than one level management, sales, human resource, marketing,
below the directors; administration, research, corporate governance
or technical operations.
Senior Management Personnel (SMP) for the
iii.
Notice & Proxy
purpose of this Policy means officers/personnel ii. Any person to be appointed as a Director on
who are members of the core management team the Board of the Company shall be such person
excluding board of directors and normally comprising who shall be able to provide policy directions
of all members of management one level below the to the Company including directions on good
chief executive officer/ managing director/ whole-time corporate governance.
director/ manager and shall specifically include
C. Positive attributes
company secretary and chief financial officer.
The person to be appointed as a Director of the
Unless the context otherwise requires, words and Company shall, in addition to the formal qualifications
expressions used in this policy and not defined herein but and relevant experience described in this Policy,
defined in the Companies Act, 2013 and SEBI (Listing shall also possess the attributes such as integrity,
Obligations and Disclosure Requirements) Regulations, leadership, business orientation, commitment and
2015, as may be amended from time to time, shall have proven track record and such other attributes,
the meaning respectively assigned to them therein. which in the opinion of the NRC are in the interest
of the Company.
3. Diversity in the Board of Directors
D. Disqualification
Diversity refers to the variety of attributes of diverse
Any person to be appointed as Director shall not
nature between people and encompasses acceptance,
possess any disqualifications as prescribed under the
respect and an understanding that everyone is unique.
Applicable Laws.
These aspects include age, gender, ethnicity, physical
abilities, marital status, ideologies, background, knowledge
CEAT Limited 77
E. Evaluation ii.
The evaluation process adopted by the
i.
NRC shall facilitate the Board to undertake Company shall always consider the appropriate
evaluation of performance of all Directors benchmarks set as per industry standards,
on yearly basis. performance of the Industry, the Company and
of the individual KMP / SMP.
ii.
The Board shall evaluate, every year, its
performance along with that of the individual iii. Evaluation of performance shall be carried out
directors including Chairman, Independent at least once in a year, in accordance with the
Directors (IDs), independence of IDs and of existing evaluation process of the Company.
its Committees.
E. Remuneration
iii. The Company may appoint an external agency
Guiding Principles
to conduct the exercise of evaluation and submit
i. The terms of employment and remuneration of
the report/outcome to the Company, in the
MD, WTD, KMPs, Directors and SMPs shall be
manner desired by the Company.
competitive in order to ensure that the Company
can attract and retain competent talent.
F. Famliarization Programme
The Company shall familiarise the independent ii. The Remuneration Policy shall ensure that:
directors of the Company with their roles, rights,
a)
The level and composition of remuneration
responsibilities in the Company, nature of the industry
is reasonable and sufficient to attract,
in which the Company operates, business model of
retain and motivate Directors, KMPs and
the Company through various programmes.
SMPs of the quality required to run the
Company successfully.
5. Requirement Relating to Key Management
Personnel and Senior Managerial Personnel b)
Relationship of remuneration to
A. Appointment of KMP and SMP performance is clear and meets appropriate
i. Based on the recommendation of NRC, the performance benchmarks.
appointment of the MD, CEO, WTD, CFO and the
c)
Remuneration to Directors, KMPs and
CS shall be approved by the Board of Directors.
SMPs involves a balance between fixed and
ii. KMP and SMP shall be employed by the Company variable pay reflecting short and long-term
only on a whole-time basis and they will not be performance objectives and goals set
permitted to take up employment anywhere by the Company.
else, except in the subsidiary of the Company
d)
Remuneration package is linked to the
with prior approval of the Board of Directors.
achievement of corporate performance
iii.
The appointments of SMP shall be approved targets and a strong alignment of interest
by MD. Remuneration payable to SMP with stakeholders.
shall be recommended by the NRC and
iii.
While determining the remuneration and
approved by the Board.
incentives for the MD / WTD, KMP’s and SMPs,
B. Qualifications and Experience the following shall be considered:
i. Any person to be appointed as KMP or as SMP
a)
Pay and employment conditions with peers/
shall possess relevant educational, professional
elsewhere in the competitive market.
qualifications, experience and domain
knowledge required for performing the job for b)
Benchmarking with the industry practices.
which they are appointed.
c)
Performance of the individual.
ii.
There shall be no discrimination on account
d)
Company Performance
of gender, race and religion in terms of
appointment as KMP or SMP. iv.
For the benchmarking with Industry practice,
criteria of size, complexity, data transparency
C. Positive Attributes
and geographical area shall also be given
i. KMP and the SMP shall also possess attributes
due consideration.
like decision making skills, leadership skills,
integrity and proven track record and shall v. The pay structures shall be appropriately aligned
demonstrate commitment to the organization. across levels in the Company.
ii. KMP and SMP shall meet the expectations of 6. Remuneration Policy
operational transparency to stakeholders while A. MD / WTD
at the same time maintaining confidentiality of i. Remuneration to the MD and WTD at the time
information in order to foster a culture for good of his/her appointment shall be proposed by the
decision making. NRC and subsequently approved by the Board of
Directors and the shareholders of the Company
D. Performance Evaluation
or Central Government, whenever required.
i. MD / CEO shall carry out the performance
evaluation of all the SMPs and KMPs excluding
himself/herself and the WTD.
78 Annual Report 2018-19
ii.
Annual increments / subsequent variation in and other benefits as per the policy of the
remuneration to the MD and WTD shall be Company, considering relevant qualification,
Corporate Overview
approved by the NRC/Board of Directors, within experience and performance of the individual as
the overall limits approved by the shareholders of well as the prevailing market conditions.
the Company or Central Government.
iii.
The remuneration in whatever form payable
iii. Remuneration shall be evaluated annually against to the KMPs and SMP at the time of his/her
performance and a benchmark of international appointment, shall be recommended by the
and domestic companies, which are similar in NRC and approved by the Board.
size and complexity. Benchmark information
iv. Remuneration shall be evaluated annually, and
shall be obtained from internationally recognized
annual increase shall be decided considering
compensation service consultancies.
the performance of the individual and also of the
iv. Total remuneration for the MD and WTD shall be Company. Industry practices / trends shall also
comprised of the following: be given due consideration. Annual increment
a) Salary (both fixed & variable) /subsequent variation in remuneration to the
Statutory Reports
b) Perquisites KMPs/SMP shall be approved by the NRC/
c) Performance linked Bonus Board of Directors.
d) Retirals benefits
v.
Remuneration can be reset at any time
considering the benchmark of international
It shall be ensured that total remuneration
and domestic companies, which are similar
payable to MD and WTD’s shall not exceed the
in size and complexity to the Company.
limits mentioned under the Applicable Laws.
Benchmark information shall be obtained
from internationally recognized compensation
B. NEDs
service consultancies.
i. NEDs shall be entitled to such sitting fees as may
be decided by the Board from time to time for vi. NRC may consider grant of Stock Options to
attending the meeting of the Board and of the KMPs & SMPs pursuant to any Stock Option
Committee thereof. Plan adopted by the Company.
Financial Statements
ii.
NEDs shall also be entitled for payment 7. Director and Officer Liability Insurance
of remuneration / commission as may be a) The Company may provide an insurance cover to
recommended by NRC and subsequently Directors, KMPS & SMPS for indemnifying them
approved by the Board of Directors, up to the against any liability in respect of any negligence,
limits permitted under the Applicable Laws and default, misfeasance, breach of duty or breach of
wherever required approval of the shareholders of trust and the premium paid on the same shall not be
the Company shall be obtained from time to time. treated as a part of remuneration paid to them.
iii. IDs shall not be eligible for any Stock Options, b) The premium paid by the Company for such insurance
pursuant to any Stock Option Plan adopted cover, called for Directors and Officers Liability
by the Company. Insurance Policy, taken for the above purpose shall
be paid by the Company without any charge to the
iv.
NEDs shall be eligible for remuneration of
Directors, KMPs and SMPs.
such professional services rendered if in the
Notice & Proxy
opinion of the NRC, the NED possesses
8. Disclosures
the requisite qualification for rendering such
This Policy shall be disclosed on the Company’s website
professional services.
and a web link thereto shall be provided in its Annual Report.
C. SMPs & KMPS (other than MD / WTD)
i. Remuneration packages shall be designed in 9. Amendments to the Policy
such manner that: The Board of Directors may amend this Policy, as and
when deemed fit. Any or all provisions of this Policy would
a)
Motivates delivery of key business strategies,
be subject to revision / amendment in accordance with the
creates a strong performance-orientated
Rules, Regulations, Notifications etc. on the subject as may
environment and rewards achievement of
be issued by relevant statutory authorities, from time to time.
the Company’s objectives & goals over the
short and long-term.
In case of any amendment(s), clarification(s), circular(s) etc.
b)
Attracts high-flier executives in a issued by the relevant authorities, not abeing consistent
competitive global market and remunerate with the provisions laid down under this Policy, then such
executives fairly and responsibly. amendment(s), clarification(s), circular(s) etc. shall prevail
notwithstanding the provisions hereunder from the effective
ii.
Remuneration shall be competitive and shall
date as laid down under such amendment(s), clarification(s),
include salary comprising of both fixed and
circular(s) etc.
variable components, performance incentives
CEAT Limited 79
Annexure to the Board’s Report
FORM No. MR-3 (c) The Securities and Exchange Board of India (Issue of
Secretarial Audit Report Capital and Disclosure Requirements) Regulations, 2009
For The Financial year ended 31st March, 2019 and amendments from time to time; (Not applicable to
(Pursuant to Section 204 (1) of the Companies Act, 2013 and the Company during the audit period)
Rule 9 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014) (d)
The Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014; (Not
To, applicable to the Company during the audit period)
The Members,
CEAT Limited (e)
The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008; (Not
We have conducted the secretarial audit of the compliance applicable to the Company during the audit period)
of applicable statutory provisions and the adherence to good
corporate practices by CEAT Limited (hereinafter called the (f) The Securities and Exchange Board of India (Registrars
Company). Secretarial Audit was conducted in a manner to an Issue and Share Transfer Agents)Regulations, 1993
that provided us a reasonable basis for evaluating the regarding the Companies Act and dealing with client;(Not
corporate conducts/statutory compliances and expressing our applicable to the Company during the audit period)
opinion thereon.
(g) The Securities and Exchange Board of India (Delisting of
Based on our verification of the Company’s books, papers, Equity Shares) Regulations, 2009; (Not applicable to the
minute books, forms and returns filed and other records Company during the audit period) and
maintained by the company, the information provided by the
company, its officers, agents and authorized representatives (h) The Securities and Exchange Board of India (Buyback
during the conduct of secretarial audit, the explanations and of Securities) Regulations, 2018; (Not applicable to the
clarifications given to us and the representations made by the Company during the audit period)
Management, we hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on (vi) Other laws specifically applicable to the Company namely
March 31, 2019 generally complied with the statutory provisions
listed hereunder and also that the Company has proper Board a. The Rubber Act, 1947 and the Rubber Rules, 1955.
processes and compliance mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter: We have also examined compliance with the applicable clauses
of the following:
We have examined the books, papers, minute books, forms
and returns filed and other records made available to us and (i)
Secretarial Standards issued by The Institute of
maintained by the Company for the financial year ended on Company Secretaries of India with respect to board and
31st March, 2019 according to the provisions of: general meetings.
(i)
The Companies Act, 2013 (‘the Act’) and the rules (ii) The Listing Agreements entered into by the Company
made thereunder; with BSE Limited and National Stock Exchange of India
Limited read with the SEBI (Listing Obligations and
(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and Disclosure Requirements) Regulations, 2015.
the rules made thereunder;
During the period under review, the Company has complied
(iii)
The Depositories Act, 1996 and the Regulations and with the provisions of the Act, Rules, Regulations, Guidelines,
Bye-laws framed thereunder; standards etc. mentioned above.
(iv)
Foreign Exchange Management Act, 1999 and the rules We further report that:
and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External The Board of Directors of the Company is duly constituted
Commercial Borrowings; with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the
(v)
The following Regulations and Guidelines prescribed composition of the Board of Directors that took place during
under the Securities and Exchange Board of India Act, the period under review were carried out in compliance with the
1992 (‘SEBI Act’) provisions of the Act.
(a) The Securities and Exchange Board of India (Substantial Adequate notice was given to all directors to schedule the
Acquisition of Shares and Takeovers) Regulations, 2011; Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for
(b) The Securities and Exchange Board of India (Prohibition seeking and obtaining further information and clarifications
of Insider Trading) Regulations, 2015; on the agenda items before the meeting and for meaningful
participation at the meeting.
Corporate Overview
We further report that there are adequate systems and processes To,
in the Company commensurate with the size and operations of The Members
the Company to monitor and ensure compliance with applicable CEAT Limited
laws, rules, regulations and guidelines.
Our report of even date is to be read along with this letter.
We further report that during the audit period the following
events occurred which had bearing on the Company’s affairs 1. Maintenance of Secretarial record is the responsibility of the
in pursuance of the above referred laws, rules, regulations, management of the Company. Our responsibility is to express
guidelines etc. an opinion on these secretarial records based on our audit.
1.
In-principle approval of the Board on January 28, 2019 2.
We have followed the audit practices and process as
for amalgamation of CEAT Specialty Tyres Limited, wholly were appropriate to obtain reasonable assurance about
owned subsidiary with the Company. the correctness of the contents of the Secretarial records.
Statutory Reports
The verification was done on test basis to ensure that correct
2. Fully Redemption of 2000 (Two Thousand only) Secured, facts are reflected in Secretarial records. We believe that the
Listed Redeemable Non-Convertible Debentures of face process and practices, we followed provide a reasonable
value ` 10,00,000/- (Rupees Ten Lakhs only) aggregating to basis for our opinion.
` 200 Crores on July 31, 2018.
3. We have not verified the correctness and appropriateness of
For Parikh & Associates financial records and Books of Accounts of the Company.
Practising Company Secretaries
4. Where ever required, we have obtained the Management
Place: Mumbai representation about the Compliance of laws, rules and
Date: May 7, 2019 regulations and happening of events etc.
Signature: 5.
The Compliance of the provisions of Corporate and
Financial Statements
P. N. Parikh other applicable laws, rules, regulations, standards is the
Partner responsibility of management. Our examination was limited
FCS No: 327 CP No: 1228 to the verification of procedure on test basis.
This Report is to be read with our letter of even date which is 6. The Secretarial Audit report is neither an assurance as to
annexed as Annexure A and forms an integral part of this report. the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted
the affairs of the Company.
Place: Mumbai
Date: May 7, 2019 Notice & Proxy
Signature:
P. N. Parikh
Partner
FCS No: 327 CP No: 1228
CEAT Limited 81
Corporate Governance Report
Securities and Exchange Board of India (‘SEBI’) vide its II. The Board of Directors
notification No. SEBI/LAD-NRO/GN/2018/10 dated May 9, CEAT believes that a dynamic, well-informed and independent
2018, notified various amendments to the SEBI (Listing Board is essential to ensure highest standards of Corporate
Obligations and Disclosure Requirements) Regulations, 2015 Governance. The Board of CEAT, being at the core of its
(‘the Listing Regulations’), being implemented with effect Corporate Governance practice, plays most pivotal role in
from several dates as prescribed therein. overseeing the management in serving and protecting the
long-term interests of all its stakeholders.
This Corporate Governance Report of CEAT Limited (‘CEAT’ or
‘the Company’) for FY 2018-19, thus prepared pursuant to the The Board of CEAT plays a vibrant role in deriving its business
Listing Regulations, as amended and circulars issued thereunder, in an ethical and profitable way to ensure the maximization
forms part of the Board’s Report and states compliance as per of its stakeholders’ value, in line with its purpose statement
requirements of the Companies Act, 2013 and Rules made ‘Making Mobility Safer & Smarter. Every Day.’ The Board guides
thereunder (‘the Act’) and the Listing Regulations, as divided the management to run business as a socially responsible and
into the following parts: ethically compliant corporate citizen and in a sustainable way.
I. CEAT’s Philosophy on Corporate Governance
The Management endeavours to provide the Board with
II. The Board of Directors (‘the Board’)
information ahead of the list as mandated under Regulation
III. Committees of the Board
17(7) read with Part A of Schedule II to the Listing Regulations.
a) Audit Committee
Through various information being placed or presented at the
b) Nomination and Remuneration Committee
Board meetings, the Board is kept well informed about the
c) Stakeholders’ Relationship Committee
overall functioning of the Company, which enables the Board to
d) Risk Management Committee
contribute to the growth of the Company and helps them to take
e) Corporate Social Responsibility Committee
informed decisions.
f) Finance and Banking Committee
IV. Remuneration of Directors
The Board periodically reviews the updates on the projects,
V. General Body Meetings/Postal Ballot
business performance, risk management, strategies, people,
VI. Means of Communication
processes, compliance with applicable laws and other key affairs
VII. Other Disclosures
of the Company having impact on the business. The Board
VIII. General Shareholder Information
is satisfied that plans are in place for orderly succession for
appointment to the Board and to senior management.
I. CEAT’s Philosophy on Corporate Governance
Corporate Governance is an integral part of CEAT’s values,
The adoption of a new digital application has enabled the
ethics and best business practices followed by CEAT.
Company to conduct paperless board meetings, thereby
Corporate Governance is the broad framework which defines
improving governance while simplifying the process of
the way CEAT functions and interacts with its environment.
conducting such meetings. This involves conducting the
CEAT follows laws and regulations in each of the markets where
meetings digitally and efficaciously, with the Board being able to
it operates, leading to effective management of the organization.
access information directly on their digital devices.
Moreover, CEAT in its journey towards sustainability is integrating
sustainability practices in its governance system which goes
The Independent Directors of the Company at their meeting
beyond compliance. CEAT is guided by a key set of values for all
held on March 11, 2019 appreciated the quality, quantity
its internal and external interactions. Simultaneously, in keeping
and timeliness of flow of information between the Company
with the best practices, CEAT seeks to execute the practices
Management and the Board, that is necessary for the Board to
of Corporate Governance by maintaining strong business
effectively and reasonably perform their duties.
fundamentals and by delivering high performance through
relentless focus on its core values, which are as following:
The Managing Director and Executive Director are responsible
• Commitment to excellence and customer satisfaction; for the day-to-day management of the Company, subject to the
• Maximising long-term shareholders’ value; supervision, direction and control of the Board. The Executive
• Socially valued enterprise; and Directors are ably assisted by the Management Committee
• Caring for people and environment and Operating Committee for implementing the decisions and
strategic policies of the Board for effective execution.
In a nutshell, the philosophy can be described as observing of
business practices with the ultimate aim of enhancing long-term Composition of the Board
shareholders’ value and commitment to high standard of The composition of the Board is in conformity with the
business ethics. CEAT has in place a Code of Corporate Ethics requirements of the Act and the Listing Regulations. The Board
and Conduct reiterating its commitment to maintain the highest of CEAT has an optimum combination of Executive and
standards in its interface with stakeholders and clearly laying Non-Executive Directors with one Women Independent Director
down the core values and corporate ethics to be practiced by its and more than half of the Board comprising Independent
entire management cadre. Directors, satisfying the criteria prescribed under the amended
Listing Regulations.
Corporate Overview
As on As on Mr. Hari L. Mundra, Non-Executive Director of the Company
April 1, 2018 March 31, 2019 resigned from the Board of the Company w.e.f. January 29, 2019
Category
% of the % of the due to various personal commitments and pre-occupations.
Nos. Nos.
Board Board
Executive Directors (1 Promoter 2 15% 2 18% Mr. S. Doreswamy, Independent Director of the Company, who
and 1 Non-Promoter) was appointed as an Independent Director for 5 years w.e.f.
Non-Executive Non-Independent 3 23% 2 18% September 26, 2014 up to September 25, 2019, also resigned
Directors (1 Promoter, others w.e.f. March 12, 2019 owing to compelling personal reasons.
Non-Promoter) Mr. S. Doreswamy, has confirmed that there were no other
Independent Directors (Including 8 62% 7 64% material reasons other than as stated in his resignation letter.
a Woman Independent Director)
Total 13 100% 11 100%
Mr. Arnab Banerjee, Whole-time Director, earlier designated
Statutory Reports
as Executive Director-Operations, was re-designated as Chief
Operating Officer of the Company w.e.f. March 1, 2019.
Disclosure of relationships between directors inter se
Mr. H. V. Goenka, Chairman and Mr. Anant Goenka, Managing
Details of Directors, Board meetings and attendance
Director of the Company are related to each other as father and
records of the Board
son. None of the other Directors are related to each other.
During the year under review, the Board met 5 (five) times on
April 30, 2018, July 20, 2018, October 25, 2018, January 28,
Details of changes in the Board during the year
2019 and March 11, 2019 and not more than 120 (one hundred
Mr. Pierre E. Cohade who was appointed as an Additional Director
and twenty) days elapsed between the two meetings.
w.e.f. February 1, 2018, was appointed as Non-Executive
The composition, category of Directors and their attendance details at the aforesaid Board meetings and at the last Annual General
Meeting (AGM) of the Company held on July 20, 2018 are as given below:
Financial Statements
Attendance at board % of Attendance at the last
Name of the Director Category of Directors
meetings attendance AGM
CEAT Limited 83
Corporate Governance Report
Name of the Director Directorships in Name of the listed companies Category of directorship
Committee position
public companies in listed companies
Membership
Listed Unlisted (including Chairmanship
chairmanship)
Mr. H. V. Goenka 5 2 0 0 CEAT Limited Non-Executive Director
(Chairman)
KEC International Limited Non-Executive Director
(Chairman)
Zensar Technologies Limited Non-Executive Director
(Chairman)
RPG Life Sciences Limited Non-Executive Director
(Chairman)
Bajaj Electricals Limited Independent Director
Mr. Anant Goenka 3 3 0 0 CEAT Limited Managing Director
Zensar Technologies Limited Non-Executive Director
STEL Holdings Limited Non-Executive Director
Mr. Arnab Banerjee 1 1 0 0 CEAT Limited Whole-time Director
Mr. Atul C. Choksey 2 2 0 0 CEAT Limited Independent Director
Apcotex Industries Limited Non-Executive Director
Mr. Haigreve Khaitan 6 3 9 4 CEAT Limited Independent Director
JSW Steel Limited Independent Director
Inox Leisure Limited Independent Director
Ambuja Cements Limited Independent Director
Torrent Pharmaceuticals Limited Independent Director
Harrisons Malayalam Limited Independent Director
Mr. Mahesh S. Gupta 4 1 6 2 CEAT Limited Independent Director
Peninsula Land Limited Managing Director
Morarjee Textiles Limited Non-Executive Director
RPG Life Sciences Limited Independent Director
Mr. Paras K. Chowdhary 2 2 4 1 CEAT Limited Independent Director
Phillips Carbon Black Limited Independent Director
Mr. Pierre E. Cohade 1 0 0 0 CEAT Limited Non-Executive Director
Ms. Punita Lal 2 1 0 0 CEAT Limited Independent Director
Cipla Limited Independent Director
Mr. Ranjit V. Pandit 2 4 4 1 CEAT Limited Independent Director
Reliance Jio Infocomm Limited* Independent Director
Mr. Vinay Bansal 1 0 2 1 CEAT Limited Independent Director
* Has its debentures listed on the stock exchange(s)
Notes:
• As required under the amended Regulation 17A, of the Listing Regulations none of the directors holds directorship in more than eight listed companies and as per
declarations received, none of the directors serves as an independent director in more than seven listed companies, across the directorships held including that in
CEAT Limited. Further, the whole-time directors in the Company do not serve as an independent director of any listed company.
• The amended Regulation 17A of the Listing Regulations provides for inclusion of only equity listed entities reckoning the directorship in listed entity, in view of the said
regulation becoming effective from April 1, 2019, directorships in all listed entities have been considered for reporting as above.
• None of the directors was a member in more than ten committees, nor a chairman in more than five committees across all companies in which he was a director,
including those held in CEAT Limited.
• For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, have been included and
all other companies including private limited companies, foreign companies and companies under section 8 of the Act, have been excluded. Only audit committee
and stakeholders’ relationship committee are considered for the purpose of reckoning committee positions.
Corporate Overview
Company aims to have right balance on its Board with as a part of good governance practice. The Chairman of the
attributes such as experience of diverse nature, qualifications, respective Committees informs the Board about the summary
knowledge and competencies in wide spectrum of functional of the discussions held in the Committee Meetings. The minutes
areas required in the context of Company’s business, gender of the meetings of all Committees are placed before the Board
representation, etc. for review and noting. The Board Committees request special
invitees to join the meeting, as appropriate.
The Board has identified the following skills/expertise/
competencies fundamental for the effective functioning of the a) Audit Committee
Company which are currently available with the Board: In accordance with the provisions of Section 177 of the Act
and Regulation 18 of the Listing Regulations, the Company
• General Management and Business Operations
has formed its Audit Committee, composition and terms of
• Thought Leadership
reference of which are in conformity with the said provisions
• CEO/Senior Management Experience
and are available at https://www.ceat.com/corporate/investor/
• Tyre Industry experience
Statutory Reports
corporate-governance
• Public Policy/Governmental Regulations
• Accounting/Finance/Legal
The Committee acts as a link between the Management,
• Risk Management
the Statutory Auditors, Internal Auditors and the Board.
• Human Resources Management
The Committee supervises the Company’s internal controls,
• Strategy/M&A/Restructuring
monitors the Company’s financial reporting process and inter
• Corporate Governance
alia, performs the following functions:
• Business Development/Sales/Marketing
• International Business
• overseeing the Company’s financial reporting process and
disclosure of financial information to ensure that the financial
The Directors are eminent industrialists/professionals and have
statements are correct, sufficient and creditable;
expertise in their respective functional areas, which bring with
them the reputation of independent judgement and experience.
• reviewing performance of and examining with the Management,
Financial Statements
quarterly and annual financial results and the auditors’ report
Familiarization Programme for Independent Directors
thereon before submission to the Board for approval;
Pursuant to the Code of Conduct for Independent Directors
specified under the Act and requirements of the Listing
• reviewing management discussion and analysis of financial
Regulations, the Company has framed a familiarization
condition and results of operations;
programme for all its Independent Directors. The Company
follows a structured orientation programme for the Independent
• reviewing, approving or subsequently modifying any Related
Directors to familiarize them to understand the nature of industry
Party Transactions in accordance with the Related Party
the Company operates into its business model, updates on the
Transaction Policy of the Company;
business and operations of the Company and their roles, rights
and responsibilities.
•
recommending the appointment, remuneration and terms
of appointment of Statutory Auditors of the Company and
The details of familiarization programme are provided at https://
approval for availing any other services;
www.ceat.com/corporate/investor/corporate-governance
Notice & Proxy
•
reviewing and monitoring the auditor’s independence and
Confirmation of independence of Independent Directors
performance and effectiveness of audit process; reviewing
The Board at its meeting held on May 7, 2019, reviewed the
management letters / letters of internal control weaknesses
declaration of independence submitted by the Independent
issued by the Statutory Auditors;
Directors and carried out due assessment of the veracity of the
same noting that the Independent Directors of the Company
•
reviewing with the management, performance of statutory
fulfill the conditions specified in the Listing Regulations and are
auditors and internal auditor, adequacy of internal control
independent of the management.
systems; reviewing the adequacy of internal audit function
and discussing with Internal Auditors any significant finding
Directors and Officers Liability Insurance (D&O) Policy
and follow-up thereon;
The Company has been taking the D&O Policy since the
year 2013, even before it became mandatory pursuant to the
•
evaluating internal financial controls and risk management
amendment to the Listing Regulations, providing coverage to
systems, reviewing the functioning of the whistle
the Independent/Non- Executive Directors.
blower mechanism.
III. Committees of the Board
As on March 31, 2019, the Committee consisted of 3 (three)
The Committees of the Board play a significant role in the
Independent Directors, viz. Mr. Mahesh S. Gupta, as the
governance structure of the Company and have been instituted
Chairman and Mr. Vinay Bansal and Mr. Paras K. Chowdhary, as
to transact/approve the matters as instructed by applicable
members of the Committee.
regulations concerning the Company and as per the requirement
CEAT Limited 85
Corporate Governance Report
In compliance with the Act and Regulation 18(1)(c) of the The Committee inter alia, reviews matters relating to appointment/
Listing Regulations, all the three members of the Committee re-appointment and remuneration of Directors, Key Managerial
are independent and are financially literate. Moreover, the Personnel, Senior Management Personnel; formulating a criteria
Committee has members who have relevant experience in for effective evaluation of the performance of the Board, its
financial matters as well as have accounting or related financial Committees, Chairperson and individual Directors and devising
management expertise. a policy on diversity of the Board.
During the year under review, the Committee met 5 (five) As on March 31, 2019, the Committee consisted of 3
times on April 30, 2018, July 19, 2018, October 25, 2018, (three) Independent Directors, comprising of Mr. Mahesh S.
January 28, 2019 and March 11, 2019 and not more than Gupta, as the Chairman and Mr. Vinay Bansal and Mr. Paras K.
120 (one hundred and twenty) days elapsed between Chowdhary, as members of the Committee.
the two meetings.
During the year under review, the Committee met 5 (five) times
The details of composition of the Committee and the attendance on April 30, 2018, July 4, 2018, October 25, 2018, January 28,
at the meetings held during the year are given below: 2019 and March 11, 2019.
Name of the Director Category of Attendance % of The details of composition of the Committee and the attendance
Director at the attendance at the meetings held during the year are given below:
Committee
meeting
Name of the Director Category of Attendance % of
Mr. Mahesh S. Gupta Independent 5/5 100%
Director at the attendance
(Chairman) Director Committee
Mr. Hari L. Mundra* Non-Executive 3/4 75% meeting
Director Mr. Mahesh S. Gupta Independent 5/5 100%
Mr. Paras K. Chowdhary** Independent 1/1 100% (Chairman) Director
Director Mr. Paras K. Chowdhary Independent 5/5 100%
Independent Director
Mr. S. Doreswamy*** 5/5 100%
Director Independent
Mr. S. Doreswamy* 4/5 80%
Mr. Vinay Bansal Independent 5/5 100% Director
Director Mr. Vinay Bansal** Independent NA NA
* Ceased to be a member w.e.f. January 29, 2019 Director
** Inducted as a member w.e.f. January 28, 2019 * Ceased to be a member w.e.f. March 12, 2019
*** Ceased to be a member w.e.f. March 12, 2019 ** Inducted as a member w.e.f. March 11, 2019
Corporate Overview
evaluated. The performance evaluation of the Chairman and the July 20, 2018, to answer the queries of the shareholders.
Non-Independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction over the Details of Compliance Officers during the period under
evaluation process. review were as under
Name Designation Tenure
c) Stakeholders’ Relationship Committee Ms. Shruti Joshi Company Secretary and September 1, 2016
In accordance with the provisions of Section 178 of the Act Compliance Officer to June 11, 2018
and Regulation 20 of the Listing Regulations, the Company has Mr. Amit Dodani Interim Compliance Officer June 12, 2018 to
formed its Stakeholders’ Relationship Committee, composition October 24, 2018
and terms of reference of which are in conformity with the said Ms. Vallari Gupte Company Secretary and October 25, 2018
provisions and are available at https://www.ceat.com/corporate/ Compliance Officer onwards
investor/corporate-governance
Details of complaints received during the year under
review
Statutory Reports
The Committee inter alia reviews the mechanism of redressal
Particulars Numbers
of grievances of the securities holders, service level of registrar
and transfer agents and deals with other matters concerning Complaints as on April 1, 2018 3
securities holder including dividend. Complaints received during FY 2018-19 17
Complaints disposed-off during FY 2018-19 19
As on March 31, 2019, the Committee consisted of 3 (three) Complaints not solved to the satisfaction of shareholders -
during FY 2018-19*
Independent Directors, comprising of Mr. Vinay Bansal, as
the Chairman and Mr. Mahesh S Gupta, and Mr. Paras K. Complaints remaining pending as on March 31, 2019** 1
Chowdhary, as members of the Committee. * Out of the resolved complaints, the Company has not received any feedback
from shareholders regarding dissatisfaction on resolution of their complaint.
** Complaint was received on March 26, 2019 through SCORES and was
During the year under review, the Committee met 4 (four) resolved after March 31, 2019.
times on April 30, 2018, July 20, 2018, October 25, 2018 and
March 11, 2019.
d) Risk Management Committee
Financial Statements
Pursuant to th e provisions of Regulation 21 of the Listing
The details of composition of the Committee and the attendance
Regulations, w.e.f. April 1, 2019 top 500 listed entities based
at the meetings held during the year are given below:
on their market capitalization are required to form a Risk
Management Committee of the Board, which previously was
Name of the Director Category of Attendance % of
Director at the attendance
applicable only for the top 100 such listed entities.
Committee
meeting The Company, however, has constituted its Risk Management
Mr. Vinay Bansal* Independent NA NA Committee well before it become applicable to the Company
(Chairman) Director under the aforesaid provisions. Composition and terms of
Mr. S. Doreswamy** Independent 4/4 100% reference of the Committee are in conformity with the said
Director provisions and are available at https://www.ceat.com/corporate/
Independent investor/corporate-governance.
Mr. Mahesh S. Gupta 4/4 100%
Director
Mr. Paras K. Chowdhary Independent 4/4 100% Notice & Proxy
The Committee inter alia reviews the business risk including
Director
strategic, operational, financial, cyber security and
* Inducted as a member & Chairman w.e.f. March 11, 2019 compliance risks, approves its mitigation plans and monitors
** Ceased to be member w.e.f March 12, 2019
effectiveness thereof.
The Company Secretary & Compliance Officer functions as the
As on March 31, 2019, the Committee consisted of 3 (three)
Secretary to the Committee.
Independent Directors, comprising of Mr. Mahesh S.
Gupta, as the Chairman and Mr. Vinay Bansal and Mr. Paras K.
The Minutes of the meetings of the Committee are placed before
Chowdhary, as members of the Committee.
and noted by the Board. During the year under review, there
were no instances where recommendation of the Committee
During the year under review, the Committee met 2 (two) times
was not accepted by the Board.
on July 19, 2018 and January 28, 2019.
CEAT Limited 87
Corporate Governance Report
The details of composition of the Committee and the attendance Name of the Director Category of Director Attendance % of
at the attendance
at the meetings held during the year are given below: Committee
meeting
Name of the Director Category of Attendance % of Mr. Anant Goenka Manging Director 2/3 67%
Director at the attendance (Chairman)
Committee
Mr. Hari L. Mundra* Non-Executive 2/3 67%
meeting
Director
Mr. Mahesh S. Gupta Independent 2/2 100%
Mr. Vinay Bansal Independent Director 3/3 100%
(Chairman) Director
Ms. Punita Lal** Independent Director NA NA
Mr. Hari L. Mundra* Non-Executive 2/2 100%
Director * Ceased to be a member w.e.f. January 29, 2019
Mr. Paras K. Chowdhary** Independent NA NA ** Inducted as a member w.e.f. January 28, 2019
Director More details about the Committee and details of expenditure
Independent made by Company under CSR are described in detail in the
Mr. S. Doreswamy*** 2/2 100%
Director Annual Report on CSR activities, as annexed to the Board’s
Mr. Vinay Bansal Independent 2/2 100% Report, forming part of the Annual Report.
Director
* Ceased to be a member w.e.f. January 29, 2019 f) Finance and Banking Committee (Non-Mandatory
** Inducted as a member w.e.f. January 28, 2019 Committee)
*** Ceased to be a member w.e.f. March 12, 2019 The Board with an objective of ease of business transaction
and to facilitate the timely approval of the routine but important
Managing Director, Chief Financial Officer, Head-Internal Audit matters has constituted the Finance and Banking Committee and
who also functions as Chief Risk Officer, are permanent invitees delegated some of its powers, which inter alia include approving
for the Committee meetings. Members of Senior Management matters concerning borrowing and investment of surplus fund,
team also attend the meetings depending on the agenda. banking and treasury operations, issue of power of attorney and
authorization for day to day operations, etc. The composition
The Minutes of the meetings of the Committee are placed before and terms of reference of the Committee are available at https://
and noted by the Board. During the year under review, there www.ceat.com/corporate/investor/corporate-governance
were no instances where recommendation of the Committee
was not accepted by the Board. During the year under review, Special Investment/Project
Committee was dissolved, delegating the power vested with the
Disclosure of Risk Management Committee to the Finance and Banking Committee.
The Company has in place an Enterprise Risk Management
framework to identify risks and minimize their adverse impact As on March 31, 2019, the Committee consisted of 3 (three)
on business of the Company and strives to create transparency members, Mr. Anant Goenka, as Chairman of the Committee
which in turn enhances the Company’s competitive advantage. and Mr. H. V. Goenka and Mr. Arnab Banerjee as members of
the Committee.
Pursuant to the aforesaid business risk framework, the
Company has identified the business risks associated with its During the year under review, Committee met 7 (seven) times on
operations and an action plan for mitigation of the same is put April 30, 2018, July 4, 2018, July 20, 2018, September 11, 2018,
in place. The business risks and its mitigation have been dealt October 25, 2018, December 21, 2018 and January 28, 2019.
with in the Management Discussion and Analysis section of
this Annual Report. The details of composition of the Committee and the attendance
at the meetings held during the year are given below:
e) Corporate Social Responsibility Committee
In accordance with provisions of Section 135 of the Act, Name of the Director Category of Director Attendance % of
the Board has formed the Corporate Social Responsibility at the attendance
Committee
Committee, composition and terms of reference of which are in meeting
conformity with the said provisions and are available at https://
Mr. Anant Goenka Managing Director 7/7 100%
www.ceat.com/corporate/investor/corporate-governance (Chairman)
Mr. Arnab Banerjee Whole Time Director 7/7 100%
As on March 31, 2019, the Committee consisted of 3 (three) Mr. H. V. Goenka* Non-Executive Director 6/6 100%
members, Mr. Anant Goenka, as Chairman of the Committee
Mr. Paras K. Independent Director 1/1 100%
and Mr. Vinay Bansal and Ms. Punita Lal as Members of Chowdhary**
the Committee.
* Inducted as a member w.e.f. April 30, 2018
** Ceased to be a member w.e.f. May 1, 2018
During the year under review, the Committee met 3 (three) times
The Minutes of the meetings of the Committee are placed before
on April 30, 2017, July 19, 2018 and January 28, 2019.
and noted by the Board. During the year under review, there
were no instances where recommendation of the Committee
The details of composition of the Committee and the attendance
was not accepted by the Board.
at the meetings held during the year are given below:
Corporate Overview
are provided in Part VI of the extract of Annual Return in the any profit related commission from any of the subsidiary
prescribed format MGT -9, which forms part of this Annual Report. of the Company.
The Members of the Company at the Annual General Meeting Disclosures as per Schedule V of the Listing Regulations,
of the Company held on July 20, 2018, vide a special resolution pertaining to remuneration of Directors:
approved the payment of remuneration/commission to the • All elements of remuneration package of individual Directors
Non-Executive Directors of the Company, up to a sum not are summarized under major groups, such as salary, benefits,
exceeding 3% (three percent) of the net profits of the Company, bonuses, stock options, pension, fixed component and
calculated in accordance with the provisions of Section 198 performance linked incentives etc, are disclosed under Form
of the Act, in the manner as may be decided by the Board MGT- 9, which forms part of the Board’s Report
from time to time.
• The Nomination and Remuneration Policy, inter alia, disclosing
In terms of the said approvals, Non-Executive Directors of the the criteria of making payments to Directors, Key Managerial
Statutory Reports
Company are being paid Commission as recommended by the Personnel and employees, along with the performance
Nomination and Renumeration Committee and approved by criteria is available at https://www.ceat.com/corporate/
the Board. Additionally, Non-Executive Directors are being paid investor#corporate-governance
sitting fees of ` 1,00,000 per meeting of the Board, ` 50,000 per
meeting of Audit Committee and ` 5,000 per meeting of other • The Company does not have a practice of paying severance
Committees, attended by them. fees to any Director
Financial Statements
agreement with Mr. Anant Goenka dated April 1, 2017 and with thereat, as more particularly set out in the respective notices
Mr. Arnab Banerjee dated April 30, 2018 governing the terms of such Annual General Meetings, as passed by the Members,
of their appointment including remuneration.The remuneration are as follows:
paid to Managing Director and Whole-time Director is duly
recommended by the Nomination and Renumeration Committee
and approved by the Board of Directors.
During the year under review, no resolution was passed by the Company through Postal Ballot and there is no such proposal to pass
any resolution through Postal Ballot as on the date of this Report.
CEAT Limited 89
Corporate Governance Report
VI. Means of Communication A Policy on Related Party Transaction has been formulated by
Financial Results the Board and is available at https://www.ceat.com/corporate/
Quarterly financial results are announced within 45 (forty-five) investor/corporate-governance
days from the end of the quarter and annual audited results are
announced within 60 (sixty) days from the end of the financial Details of non-compliance by the Company
year as per the Regulation 33 of the Listing Regulations and are The Company has complied with all the requirements of the
published in the newspapers in accordance with Regulation 47 of Stock Exchanges, SEBI and Statutory Authorities related to
the Listing Regulations. Quarterly financial results are announced the capital markets and during the last three financial years,
to Stock Exchanges within 30 (thirty) minutes from the closure of there has been no instance of non-compliance and that no
the Board meeting at which these are considered and approved. penalties, strictures were imposed on the Company by Stock
Exchanges or SEBI.
Quarterly, half-yearly and annual financial results and other
public notices issued to the shareholders are usually published Vigil Mechanism (Whistle Blower Policy)
in various leading dailies, such as Economic Times, Maharashtra In accordance with Section 177 of the Act and Rules made
Times, The Free Press Journal and Navshakti. These quarterly thereunder, read with Regulation 22 of the Listing Regulations,
financial results are also hosted on the website of the Company. the Board has adopted a ‘Whistle Blower Policy and Vigil
Mechanism’ for Directors and Employees to report their
Annual Report genuine concerns and actual / potential violations, if any, to the
Annual Report for FY 2017-18 containing inter alia, Audited designated official of the Company fearlessly.
Financial Statements, Boards’ Report, Management Discussion
and Analysis and Corporate Governance Report etc. was sent The said Policy provides the type of concerns/violation to be
to all Members through courier/post, who had not registered reported, investigation procedure, protection and safeguards
their email address and via email to all shareholders who have and other related matters and the same is available at https://
provided their email addresses. Annual Reports are also hosted www.ceat.com/corporate/investor/corporate-governance
on the website of the Company. No personnel/employee of the Company has been denied
access to the Audit Committee for reporting genuine concerns.
Press Release/Investor Presentations During the year under review, no complaint was received under
The Company participates in various investor conferences and the Whistle Blower Policy.
analyst meets and make presentation thereat. Press Releases,
Investors presentation are submitted to the stock exchanges as Subsidiary companies
well as are hosted on the website of the Company. The Company does not have any material subsidiary, as defined
under Regulation 16 of the Listing Regulations and as prescribed
Website for the purpose of Regulation 24. The Company has however
The Company has a functional website, www.ceat.com which framed a Policy for determining Material Subsidiaries, as required
under its section,
Investors, disseminates the information as pursuant to the said Regulation 16, which is available at https://
required under the Act and the Listing Regulations. www.ceat.com/corporate/investor#corporate-governance
Exclusive email address for investors Provisions to the extent applicable as required under Regulation
investors@ceat.com is the designated email address exclusively 24 of the Listing Regulations, with reference to subsidiary
for investors/shareholders servicing. companies, were duly complied with.
VII. Other Disclosures During the year under review, the Audit Committee reviewed
Related Party Transactions the financial statements of and in particular, the investments
All related party transactions (RPTs) entered by the Company made by the unlisted subsidiaries, to the extent applicable.
during the year under review were on an arms’ length basis and Minutes of the board meetings of unlisted subsidiaries as well
in the ordinary course of business. These RPTs did not attract as a statement of all significant transactions and arrangements
provisions of section 188 of the Act and were also not material entered into by the subsidiary, as applicable, were regularly
RPTs under Regulation 23 of the Listing Regulations. placed before the Board.
During the year under review, all RPTs were placed before the Certificate of non-disqualification of Directors
Audit Committee for approval, as required under section 177 of Certificate from M/s. Parikh & Associates, Practising Company
the Act and Regulation 23 of the Listing Regulations. Secretaries, confirming that none of the Directors on the Board
of the Company have been debarred or disqualified from being
A statement showing the disclosure of transactions with related appointed or continuing as directors of companies by SEBI/
parties as required under Indian Accounting Standard 24 is set Ministry of Corporate Affairs or any other statutory authority, is
out separately under the Financial Statements. annexed to this Report.
Corporate Overview
Redressal) Act, 2013 25(3) of the Listing Regulation, the Independent Directors of
The Company has duly framed a Policy on Prevention of the Company held their separate meeting on March 11, 2019,
Sexual Harassment at Workplace and formed 7 (seven) Internal without the attendance of the non-independent directors and
Complaints Committees (‘ICC’), as required pursuant to the members of the Management, inter alia:
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under i.
Review the performance of Non-Independent Directors
review, no complaints were received by ICC and the Board as a whole;
Details of compliance with mandatory requirements.
ii. Review the performance of the Chairperson considering the
The Company is in compliance with the corporate governance
views of Executive Directors and Non- Executive Directors;
requirements specified in Regulations 17 to 27 and clauses (b)
to (i) of Sub-Regulation (2) of Regulation 46.
iii.
Assessed the quality, quantity and timelines of flow of
information between the Company’s Management and the
As per Regulation 34 (3) read with schedule V of the Listing
Statutory Reports
Board that is necessary for the Board to effectively and
Regulations the Company has obtained a certificate from its
reasonably perform their duties.
Statutory Auditors confirming the compliance with the mandatory
requirement of the Listing Regulations and the same is annexed
All the Independent Directors were present at the meeting and
to this Report.
Mr. Atul C. Choksey was elected to Chair the meeting.
Compliance with Discretionary Requirements
The Independent Directors deliberated on the above and
The status with regard to compliance by the Company with the
expressed their satisfaction on each of the matters.
discretionary requirements as listed out in Part E of Schedule II
of the Listing Regulations is as under:
CEO and CFO Certification
a.
The position of Chairman of the Board and Managing The Managing Director (CEO) and the Chief Financial Officer
Director are held by separate persons. (CFO) have issued a certificate pursuant to the provisions
of Regulation 17 (8) of the Listing Regulations certifying that
b.
The Auditors Reports on Standalone and Consolidated
Financial Statements
the financial statements do not contain any untrue statement
Financial Statements for the year ended March 31, 2019
and these statements represent a true and fair view of the
are with unmodified audit opinion.
Company’s affairs.
c. Internal Auditor Reports directly to the Audit Committee in
all the functional matters. Code of Conduct
The Board has laid down a Code of Conduct for all Board
Consolidated Fees paid/payable to Statutory Auditors: Members and Senior Management of the Company,
Details of total fees paid/payable for all services availed by the which is available at https://www.ceat.com/corporate/
Company and its subsidiaries on a consolidated basis, to the investor#corporate-governance
Statutory Auditor and all entities in the network firm/network
entity of which Statutory Auditor is a part, during the year under All Board Members and Senior Management Personnel have
review are given below: affirmed compliance with the Code for the financial year ended
March 31, 2019. A declaration to this effect signed by the
Name of Statutory Type of Services Name of Company Amount
Auditor and or its subsidiaries (` in
Managing Director is annexed to this Report. Notice & Proxy
network entity obtaining the Lacs)
service Prevention of Insider Trading
S R B C & CO LLP Audit fee, Limited CEAT Limited 84.50 The Company has formulated a Code of Fair Disclosure (Including
review and Determination of Legitimate Purpose), Internal Procedures and
Certification Conduct for Regulating, Monitoring and Reporting of Trading by
S R B C & CO LLP Audit fee, Limited CEAT Specialty 16.50 Designated Person(s) (‘the Code’) in accordance with provisions
review and Tyres Limited
of SEBI (Prohibition of Insider Trading) Regulations, 2015, as
Certification
amended to come into effect from April 1, 2019, with a view to
Qasem & Co. Consultancy CEAT Akkhan 0.90*
Chartered Limited
regulate trading in securities by the Directors and Designated
Accountants (EY Persons as identified therein.
Bangladesh)
Ernst & Young Sri Internal Audit Associated CEAT 5.38** The Code prescribes for the procedures and compliances
Lanka Holdings Company applicable for the preservation of unpublished price
(Pvt) Limited. sensitive information under the aforesaid SEBI Regulations.
Total 107.28 Company Secretary acts as the Compliance Officer to ensure
Note: Above amount does not include reimbursement of out of pocket expenses compliance with the requisite approvals on pre-clearance of
* Converted 1 BDT = 0.82538 INR, as on March 31, 2019 trade, monitoring of trades and implementation of the Code
** Converted 1 LKR = 0.39492 INR, as on March 31, 2019 under the overall supervision of the Board.
CEAT Limited 91
Corporate Governance Report
VIII. General Shareholder Information Market Price Data for Equity shares of face value of 10/-
Date, Time and Venue of Annual General Meeting each
Thursday, August 1, 2019 at 3.00 p.m. at Ravindra Natya BSE NSE
Month
Mandir, P. L. Deshpande Maharashtra Kala Academy, Sayani High Price Low Price High Price Low Price
Road, Prabhadevi, Mumbai - 400 025. Apr-18 1,666.00 1,493.00 1,665.90 1,515.00
May-18 1,647.90 1,286.10 1,650.00 1,284.50
Financial Year Jun-18 1,413.00 1,232.20 1,414.10 1,230.30
The Company follows April 1 to March 31 as the financial year. Jul-18 1,409.50 1,228.65 1,409.85 1,227.15
Aug-18 1,455.00 1,372.00 1,455.00 1,370.10
Date of Book Closure Sep-18 1,421.00 1,122.05 1,424.15 1,121.55
Saturday, July 20, 2019 to Thursday, August 1, 2019 (both Oct-18 1,161.00 983.80 1,159.05 985.85
day inclusive). Nov-18 1,283.00 1,135.05 1,283.85 1,142.10
Dec-18 1,373.00 1,214.70 1,372.85 1,213.80
Dividend Payment Date
Jan-19 1,319.45 1,055.45 1,324.65 1,059.05
Dividend on equity shares, if declared at the Annual General
Feb-19 1,136.40 1,027.00 1,137.85 1,038.00
Meeting, will be credited/dispatched on or before Friday,
Mar-19 1,178.00 1,070.80 1,179.00 1,070.05
August 30, 2019.
Share Performance of the Company in comparison to
a. to all those beneficial owners holding shares in electronic
S & P BSE 500
form, as per the beneficial ownership data made available
to the Company by National Securities Depository Limited
CEAT in Comparison with S & P BSE 500
(NSDL) and the Central Depository Services (India) Limited
(CDSL) as of the close of business hours on Friday, 16000 1,800.00
July 19, 2019; and 1,600.00
15500
1,400.00
b. to all those shareholders holding shares in physical form, 15000
1,200.00
whose names stand registered in the Company’s Register 14500 1,000.00
of Members as Members on the end of business day on 14000 800.00
Friday, July 19, 2019. 600.00
13500
400.00
Listing on Stock Exchanges 13000 200.00
The Equity shares of the Company are listed on the following 12500 0.00
stock exchanges:
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Name Address Scrip /Stock Code
S & P BSE 500 CEAT
BSE Limited Phiroze Jeejeebhoy Towers, 500878 (equity)
Dalal Street, Mumbai - 400 001
National Stock Exchange Plaza, CEATLTD (equity)
Registrar and Share Transfer Agents for equity shares
Exchange of India Bandra Kurla Complex, Bandra
Limited (East), Mumbai - 400 051 The Company has appointed TSR Darashaw Limited (TSR)
as its Registrar and Share Transfer Agents and accordingly,
Listing fees for FY 2018-19 for both the stock exchanges were all physical transfers, transmissions, transpositions, issue of
duly paid by the Company. duplicate share certificate(s), issue of demand drafts in lieu of
dividend warrants, etc. as well as requests for dematerialization/
The Company had its Non-Convertible Debentures Listed on rematerialization are being processed in periodical cycles at TSR
the BSE Limited for the part of FY 2018-19. Consequent to the offices. The work related to dematerialization/rematerialization is
early redemption of the Non-Convertible Debentures on July 31, handled by TSR through connectivity with NSDL and CDSL.
2018, the same were delisted from BSE Limited during the
year under review. TSR Darashaw Limited
6-10, Haji Moosa Patrawala Industrial Estate,
20, Dr. E. Moses Road,
Mahalaxmi, Mumbai – 400 011
Email: csg-unit@tsrdarashaw.com
Web: www.tsrdarashaw.com
Tel.: 022-66178484; Fax: 022-66568494
Corporate Overview
deposits as defined under the Act. In case of any unclaimed guidelines prescribed by SEBI.
deposits from the previous schemes of the Company, the
deposit holder may write to: During the year under review, all valid requests for transfer of
30,659 equity shares in physical mode received for transfer at
Kisu Corporate Services Private Limited
the office of the Registrar and Share Transfer Agents or at the
D- 28 – Mezzanine Floor Supariwala Estate,
Registered Office of the Company were processed and returned
Prasad Chambers Compound
within a period of 15 (fifteen) days from the date of receipt of
Near Roxy Cinema Opera House
documents complete in all respects.
Mumbai 400004.
Tel. No.: 022-49710146,
Dematerialization of shares
Email ID: kisucorporate@gmail.com
The Company has an arrangement with NSDL and CDSL for
dematerialization of shares with ISIN No. INE482A01020.
Share Transfer System
Pursuant to the amendment to the Listing Regulations, made
Statutory Reports
During the year 49,536 shares were dematerialised and 497
effective from April 1, 2019, no shares can be transferred unless
shares were rematerialized. As on March 31, 2019, 98.74% of
they are held in dematerialized mode. Members holding shares
equity share capital corresponding to 3,99,42,225 equity shares
in physical form are therefore requested to convert their holdings
were held in dematerialised form.
into dematerialized mode to avoid loss of shares and fraudulent
transactions and avail better investor servicing.
Financial Statements
2001 to 3000 7 72 17,751 1,80,172 0.04 0.45
3001 to 4000 2 30 6,900 1,04,803 0.02 0.26
4001 to 5000 1 26 4,530 1,18,040 0.01 0.29
5001 to 10000 2 45 16,657 3,24,286 0.04 0.80
Greater than 10000 0 81 0 3,54,44,149 0.00 87.62
Total 14,263 66,583 5,07,867 3,99,42,225 1.26 98.74
Categories of Shareholding as on March 31, 2019: Disclosure of commodity price risks/foreign exchange
% of Equity risk and hedging activities
Category Total Holdings
Capital Risk Management policy of the Company with respect to
Promoters and Promoter Group 2,06,63,691 51.08 commodities and Forex:
Foreign Portfolio/Institutional Investors 1,00,13,149 24.75 Volatility in commodity prices are managed by combining
Notice & Proxy
FI, Banks and Insurance Companies 9,33,742 2.31 a robust price forecast mechanism with a buying model
Mutual Funds 21,05,657 5.21 comprising of spot buying, forward buying and strategic
Resident Individuals 41,81,834 10.34 long-term contracts. Inventory levels are maintained in alignment
NRI/OCB 16,40,158 4.05 to this. Since significant quantum of raw materials are procured
Bodies Corporate 1,50,754 0.37 from international sources, appropriate hedging mechanisms
Others 7,61,107 1.88 are in place to insulate forex fluctuations.
TOTAL 4,04,50,092 100.00
The Company manages the volatility in the foreign currency prices
through hedging mechanisms. The exposure risk arises primarily
Outstanding GDRs/ADRs/Warrants/Any other
due to the import and export activities of the Company as well
Convertible Instruments
as short-term and long-term borrowings in foreign currency.
The Company does not have any outstanding GDRs/
The Company has put in place a Policy for Foreign Exchange
ADRs/Warrants/Any other Convertible Instruments as on
and Interest Risk Management which is duly approved by the
March 31, 2019.
Board of the Company. The Foreign Exchange Risk Management
programme of the Company is carried out as per the said Policy
and the Company uses forward contracts, derivatives, structured
derivatives and swaps as hedging instruments. The Company is
suitably insulated against the risk arising out of foreign currency
fluctuations through appropriate hedging mechanisms and the
CEAT Limited 93
Corporate Governance Report
same is monitored by the Board on a timely basis. The Company 2013. Voting rights on such shares remain frozen till the rightful
is in fully compliance with the rules, regulations and guidelines, owner claims the shares.
as may be applicable, prescribed by the Reserve Bank of India
from time to time in this behalf. As and when the beneficiary of such unclaimed shares
approaches the Company, after verifying authenticity of the
Exposure of the Company to commodity and commodity beneficiary, the Company transfers the shares from Unclaimed
risk faced throughout the year: Suspense Account to respective beneficiary’s demat accounts
The Company does not have any exposure hedged through or issues a share certificate, as the case may be.
commodity during FY 2018-19.
The Company, acting as a trustee in respect of the unclaimed
Plant Locations shares, follows the modalities for the operation of the said
account in the manner set out in Regulation 39(4) read with
Mumbai Plant : Village Road, Bhandup,
Schedule VI to the Listing Regulations.
Mumbai - 400 078.
Nashik Plant : 82, MIDC Industrial Estate, Satpur, The summary of Unclaimed Suspense Account for
Nashik - 422 007. FY 2018-19 is as follows:
Halol, Gujarat Plant : Village Gate Muvala, Halol,
Sr. Particulars No. of Outstanding
Panchmahal - 389 350. No shareholders shares
Nagpur Plant : Plot No.SZ-39, Butibori MIDC, 1 Aggregate no. of shareholders & 621 19,351
Nagpur - 441 108. the outstanding shares lying in the
Unclaimed Suspense Account as
on April 1, 2018
Credit Ratings: 2 No. of shareholders who 21 932
During the year under review, the long-term credit rating of the approached the Company for
Company was affirmed/assigned as ‘AA’ with ‘Stable’ outlook transfer of shares from the
by its rating agencies viz. CARE Ratings Limited (‘CARE’) and Unclaimed Suspense Account
during the year 2018-19*
India Ratings & Research Private Limited (‘Ind-ra’). The rating
3 No. of shareholders to whom 19 901
have been reaffirmed even after considering the expected
shares were transferred from the
incremental long-term debt for the on-going expansions and Unclaimed Suspense Account
greenfield project. The rating of AA indicates high degree of during the year 2018-19*
safety regarding timely servicing of financial obligations and very 4 No. of shareholders whose shares 123 2,918
low credit risk. A ‘Stable’ outlook indicates expected stability (or were transferred to IEPF Authority
retention) of the credit ratings in the medium term on account of during the year 2018-19
stable credit risk profile of the entity in the medium term. 5 Aggregate no. of shareholders & 479 15,532
the outstanding shares lying in the
The short-term facilities (working capital limit) of the Company Unclaimed Suspense Account as
have been granted the rating of ‘A1+’ by CARE. The rating of on March 31, 2019
‘A1+’ indicates very strong degree of safety regarding timely *Requests received from two shareholders during March 2019, were processed
payment of financial obligations and carries the lowest credit risk. and transferred to the concerned claimant after the year ended March 31, 2019.
Corporate Overview
of court or Tribunal or statutory Authority restraining any such in case of shares held in physical mode or maintained with the
transfer of shares and payment of dividend. Depository Participants in case of shares are held in demat mode.
Shares including dividends and other benefits accruing thereon This facility ensures speedier credit of the dividend amount
which have been transferred to IEPF Authority can be claimed and eliminates the risk of loss/interception of dividend warrants
from IEPF Authority after following the procedure prescribed in postal transit and/or fraudulent encashment of Dividend
under the provisions mentioned above and no claim shall lie warrants. Members are requested to avail of the facility
against the Company or it’s Registrar and Share Transfer Agents. by registering their complete and correct bank details viz.
name of the Bank, full address of the branch, core banking
Member(s) who have not encashed/claimed their dividend of account number and account type, 9-digit MICR and 11 digits
FY 2011-12 or any subsequent financial years are requested to IFSC against the bank account.
submit their claims to the office of the Registrar and Transfer
Agents, on or before August 31, 2019, to avoid any transfer of The request for registration of the Bank details should be
Statutory Reports
dividend or shares to the IEPF Authority. accompanied by an original cancelled cheque bearing the name
of the first shareholder as the account holder and should be
Mandatory Bank details for Payment of dividend sent to TSR Darashaw Limited, Registrar and Share Transfer
As per Regulation 12 of the Listing Regulations, the Company is Agents of the Company in case the shares are held in physical
providing the facility for payment of dividend through electronic form and to your Depository Participant in case shares are
mode permissible by the Reserve Bank of India. The dividend held in demat mode.
Financial Statements
[Regulation 34(3) read with Schedule V (Part D) to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015]
This is to declare that all the members of the Board of Directors and the Senior Management of the Company have, for the year
ended March 31, 2019, affirmed the compliance with the Code of Conduct laid down in terms of Regulation 17(5) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Anant Goenka
Managing Director
Place: Mumbai
Date: May 7, 2019
Notice & Proxy
We have examined the compliance of provisions of the aforesaid clause 10 (i) of the Part C of Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and to the best of our information and according to the explanations given to us
by the Company, and the declarations made by the Directors, we certify that none of the directors of CEAT Limited (“the Company”)
CIN: L25100MH1958PLC011041 having its registered office at 463, Dr. Annie Besant Road, Worli, Mumbai 400030 have been
debarred or disqualified as on 31.03.2019 from being appointed or continuing as directors of the Company by SEBI/ Ministry of
Corporate Affairs or any other statutory authority.
CEAT Limited 95
Annexure to the Corporate Governance Report
Independent Auditor’s Report on compliance with the conditions of Corporate Governance as per provisions of Chapter
IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended
The Members of CEAT Limited i. Reading and understanding the information prepared
1.
The Corporate Governance Report prepared by CEAT by the Company and included in its Corporate
Limited (hereinafter the “Company”), contains details Governance Report;
as specified in regulations 17 to 27, clauses (b) to (i) of
sub – regulation (2) of regulation 46 and para C, D, and ii.
Obtained and verified that the composition of the
E of Schedule V of the Securities and Exchange Board of Board of Directors with respect to executive and
India (Listing Obligations and Disclosure Requirements) non-executive directors has been met throughout the
Regulations, 2015, as amended (“the Listing Regulations”) reporting period;
(‘Applicable criteria’) for the year ended March 31, 2019.
This Report is required by the Company for annual iii.
Obtained and read the Register of Directors as
submission to the Stock exchange and to be sent to the on March 31, 2019 and verified that at least one
Shareholders of the Company. woman director was on the Board of Directors
throughout the year;
Management’s Responsibility
2.
The preparation of the Corporate Governance Report iv. Obtained and read minutes of meetings held during
is the responsibility of the Management of the Company the year of the Board of Directors, and committees
including the preparation and maintenance of all relevant including Audit Committee, Nomination and
supporting records and documents. This responsibility also Remuneration Committee, Stakeholders Relationship
includes the design, implementation and maintenance of Committee, Risk Management Committee,
internal control relevant to the preparation and presentation Finance and Banking Committee, Corporate Social
of the Corporate Governance Report. Responsibility Committee, and also minutes of the
general meetings;
3. The Management along with the Board of Directors are
also responsible for ensuring that the Company complies v.
Obtained necessary declarations received by the
with the conditions of Corporate Governance as stipulated Company from its directors.
in the Listing Regulations, issued by the Securities and
Exchange Board of India. vi.
Obtained and read the policy adopted by the
Company for related party transactions.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, vii. Obtained the schedule of related party transactions
our responsibility is to provide a reasonable assurance in during the year and balances at the year end.
the form of an opinion whether, the Company has complied Obtained and read the minutes of the audit committee
with conditions of Corporate Governance as specified in meeting where in such related party transactions have
the Listing Regulations. been approved by the audit committee.
5.
We conducted our examination of the Corporate viii. Performed necessary inquiries with the management
Governance Report in accordance with the Guidance Note and also obtained necessary specific representations
on Reports or Certificates for Special Purposes and the from management.
Guidance Note on Certification of Corporate Governance,
both issued by the Institute of Chartered Accountants of 8.
The above-mentioned procedures include examining
India (“ICAI”). The Guidance Note on Reports or Certificates evidence supporting the particulars in the Corporate
for Special Purposes requires that we comply with the Governance Report on a test basis. Further, our scope of
ethical requirements of the Code of Ethics issued by the work under this report did not involve us performing audit
Institute of Chartered Accountants of India. tests for the purposes of expressing an opinion on the
fairness or accuracy of any of the financial information or
6. We have complied with the relevant applicable requirements the financial statements of the Company taken as a whole.
of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Opinion
Financial Information, and Other Assurance and Related 9. Based on the procedures performed by us, as referred in
Services Engagements. paragraph 7 above, and according to the information and
explanations given to us, we are of the opinion that the
7.
The procedures selected depend on the auditor’s Company has complied with the conditions of Corporate
judgement, including the assessment of the risks Governance as specified in the Listing Regulations, as
associated in compliance of the Corporate Governance applicable for the year ended March 31, 2019, referred to
Report with the applicable criteria. Summary of key in paragraph 4 above.
procedures performed include:
Corporate Overview
viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs
of the Company.
Statutory Reports
consent in writing. We have no responsibility to update this
report for events and circumstances occurring after the
date of this report.
Financial Statements
Date: May 7, 2019
CEAT Limited 97
Business Responsibility Report
Section A: General Information about the Company
1. Identity Number (CIN) of the Company: L25100MH1958PLC011041
3. Registered address: 463, Dr. Annie Besant Road, Worli, Mumbai - 400 030
4. Website: www.ceat.com
7. Sector(s) that the Company is engaged in (industrial • 22111- Manufacture of rubber tyres and tubes for motor vehicles,
activity code-wise): motorcycles, scooters, 3 Wheelers, tractors
8. List three Key Products/Services that the Company • Tyres, Tubes and Flaps
manufactures/provides (as in Balance Sheet):
(a) Number of International Locations 3 (three) Liason offices in Indonesia, United Arab Emirates and Germany;
(Provide details of major 5)
(b) Number of National Locations Registered Office: 463, Dr. Annie Besant Road, Worli, Mumbai 400 030;
Factories: 4 (four);
Regional Offices: 33 (thirty-three)
10.
Market Served by the Company - Local/ State/ India and Internationally at over 100 (hundred) countries
National/ International
List of activities in which expenditure in 4 above has been incurred:- Please refer to table below
d. Women Empowerment (i), (x) Local around factories 238.74 Implementing Agency*
* Through RPG Foundation, a Public Charitable Trust recognized for the purpose of CSR
Corporate Overview
1. Does the Company have any Subsidiary Company/Companies? Associated CEAT Holdings Company (Private) Limited, Sri Lanka
Statutory Reports
of the Company? If yes, then indicate the percentage of such distributor etc.) that the Company does business with make an active
entity/entities? [Less than 30%, 30-60%, More than 60%] attempt to participate in the BR initiatives of the Company.
Section D: Business Responsibility (BR) The Company drives its business in line with the 9 (nine)
Information principles prescribed under the National Voluntary Guidelines,
1. Details of Director/Directors responsible for BR as listed below and described in detail in this Report:
(a)
Details of the Director/Directors responsible for
implementation of the BR policy/policies Principle 1: Businesses should conduct and govern themselves
with Ethics, Transparency and Accountability.
The Board of Directors particularly the Managing Director
is responsible for the Business Responsibility initiatives. Principle 2: Businesses should provide goods and services
that are safe and contribute to sustainability throughout
Financial Statements
Details of BR Head: their life cycle.
CEAT Limited 99
Business Responsibility Report
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
(a) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)-N.A.
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
3. Governance related to Business Responsibility (BR) its business in an ethical and responsible manner.
The Board of Directors reviews the BR initiatives, the
Audit Committee reviews the whistle blower policy of the Towards this goal, the Company has formulated/adopted
Company, the CSR Committee reviews the CSR policy various policies including the Code for Corporate Governance
and the CSR initiatives undertaken by the Company. & Ethics (‘the Code’) covering principles of business integrity,
In addition, since the Company is a part of the RPG Group, responsibilities relating to employees, consumers and the
the RPG Group has constituted the Corporate Governance environment. The Company periodically cascades the principles
and Ethics Committee, which reviews the corporate under the Code across the organization. Concerns and issues
governance, code of conduct and the sustainability related to this framework are reviewed and dealt with by the
initiatives taken by the Company. The reviews are held on a Corporate Governance and Ethics Committee.
need basis or quarterly/annually as the case may be.
A dedicated email address ethics@rpg.in is provided for
Section E: Principle wise Performance reporting grievances and violations of the said Code. The report
Principle 1: Ethics, Transparency and Accountability of the Corporate Governance and Ethics Committee is placed
A strong corporate governance foundation based on the before the Audit Committee as deemed necessary.
cornerstones of transparency, fairness and accountability
has been laid down by the Company since its inception. The Company has adopted a Whistle Blower Policy which
The Company believes in an environment of mutual respect, provides a framework through which the Directors and employees
fairness, transparency and integrity and is committed to conduct as well as external stakeholders viz. customers, vendors,
Corporate Overview
officials of the Company fearlessly.
During the year under review, the Company has been reconized
Additionally, the Company has formulated a Policy on Code of by Great Place to Work Institute as one of the India’s top 25
Conduct for Board Members and Senior Management for ethical workplaces in the field of manufacturing.
and transparent behavior to achieve the highest standards of
corporate governance. The Company has embraced diversity as a culture and
understands that strength lies in differences and not similarities.
During FY 2018-19, 1(one) complaint was received by the Ethics Though the Company encourages diversity in all aspects, like
Committee as referred to it by the Company and the same was ethnicity, culture, nationality, etc., it has a particular focus on
resolved satisfactorily. gender diversity. In addition, the Company has several inclusivity
guidelines/policies such as flexi-timing, work-from-home and
Principle 2: Products Lifecycle Sustainability better facilities to aid women who have to travel on business
The Life cycle of the product covers the entire value chain from matters thus building an organization that celebrates and
Statutory Reports
sourcing of raw materials to product manufacture, distribution, leverages diversity.
consumer use and disposal. The Company believes that product
lifecycle sustainability is an approach to managing the stages of a CEAT as a flagship Company of the RPG Enterprises, is part
product existence so as to minimize any negative impact on the of an initiative by RPG Group that has been launched to bring
environment. The degree of sustainability is largerly determined during gender balance in the Company’s workforce. The initiative
the beginning of life stage of the product lifecycle in which the product ‘WE’ aims to reduce the number in gender gap of the workforce
is designed and developed. On the basis of very same principle, and create an exclusive environment and foster women’s growth
the Company has developed its products that are safe and will in the organization. The Company was also the first in the tyre
contribute to sustainability throughout their lifecycle. While designing industry to have female employees working on the shop floor in
its various products, the Company at the very initial stage of product factories. Moreover, to champion the cause of inclusivity we are
development, have selected such materials and processes that can in the process of inducting people with disabilities in our plants.
have significant impact on the product’s environment footprint.
The Company has in place a Policy of prevention of sexual
Financial Statements
With the above objective in mind, the Company is committed harassment at workplace which endeavours to provide safe
to deliver the products which are safe for environmental and workplace and environment for women not only to work freely with
sociological aspects. It has developed several new green any danger to their person but also express their ideas freely and
resources for various types of raw materials which follow without fear. The Internal Complaints Committees formed at various
international norms and standards like REACH, ELV, CMRT etc. factories and locations under the said Policy reviews any complaint
Among its various products, the following 3 (three) products or grievance made by the affected person. Various programmers are
have contributed in reducing environmental hazards: conducted to raise awareness on the issue of sexual harassment of
1. REACH compliance raw materials: Reduction in women at workplace. During the year under review, no complaint
environmental hazards was received by the Internal Complaints Committee.
2. Low Rolling Resistance Passenger Car Radials Tyres – Fuel
smart and EcoDrive series: Reduction in fuel consumption Unleashing talent is the value pillar of the Company and
3. High grip 2 Wheeler tyres: Gripp X3 Series for Safe in riding emphasizes on people focus. There is a clearly defined
(social safety) career philosophy which involves job rotation and diversity of
experiences at all stages of the individual’s career. Training and Notice & Proxy
The Company always promoted local and domestic (local and Organization development is given utmost importance.
small-scale industries) resources for their business enrichment
and has identified local small-scale industries which have The Company has in place an environment, health and safety
capability/resources and encourage them to come up with the policy and highest priority is given to the health and safety of
products of international benchmark for mutual benefits. all persons working on the Company’s premises. The health
and safety policies of the Company are regularly reviewed and
In the last year, the Company has used approximately 7,514 MT monitored through a set of key performance indicators.
(Metric tons) being 2.5% of the total production of reclaimed
rubber of different forms in their products. The Company is a great believer in fair business practices and
has an excellent record on industrial relations. The rights of
Principle 3: Employee Well-being: workers to freedom of association and collective bargaining are
The Company encourages its employees to maintain a healthy recognized and respected. During the year, there have been no
“work-life balance” and stresses the importance of safety both complaints alleging child labour, forced labour involuntary labour
at the workplace and outside it. The aim is to create a working or discriminatory employment.
environment supportive of employee’s personal lives while
meeting the Company’s objectives. As on March 31, 2019, the Company had 5,815 permanent
employees in the Company including 438 women showing a rise
With the above mind, the Company during the year under review, of more than six times of the woman workforce in the previous
launched revised policies such as 5-day working in Manufacturing year. The Company had employed 3,918 people on a contract
basis. Currently, there is 1 employee associations across the responsibility which the Board Members and the Senior
Company and 2,173 workmen are its members. The Company Management have towards the stakeholders in the Company.
does not have any employees with disabilities. Therefore, Board Members and Senior Management will act as
trustees in the interest of all stakeholders of the Company by
Principle 4: Stakeholder Engagement balancing conflicting interest, if any, between stakeholders for
The Company believes that businesses should respect the optimal benefit.
interests of and be responsive towards all stakeholders
especially those who are disadvantaged, vulnerable and Principle 5: Human Rights
marginalized. The Company’s mission ‘Making Mobility Safer & The Company completely believes that businesses should
Smarter. Every Day.’, is a proof of the Company’s stakeholder respect and promote human rights. Openness and integrity
engagement. Customer-centricity is the core value of the form the core values of the Company. The Company conducts
Company. There are various policies for the internal as well its operations with honesty, integrity and with respect
external stakeholders of the Company such as Corporate Social for human rights.
Responsibility (CSR) Policy, Policy on Code of Conduct for
Board Members and Senior Management, Whistle Blower Policy The Company duly endorses the human rights element of
for External Stakeholders etc. through which the stakeholder’s the Constitution of India, various laws and regulations and
engagement with the Company is encouraged. the contents of the International Human rights. The Company
expects and encourages its partners, suppliers and contractors
The Company constantly seeks to understand what motivates to fully respect human rights and strictly avoid any violation of
the consumers to consume the Company’s products, seeks to human rights. All stakeholders including employees impacted
provide best in class products and services and to connect and by the business have full right and access to the grievance
engage with the consumers. This principle is enshrined in the mechanisms introduced by the Company. The Company
Quality Policy of the Company. The Company has undertaken believes in providing equal employment opportunities based on
important initiatives like establishing call centres and creation of talent and meritocracy without any discrimination.
helplines to become more customer centric.
The Company upholds the principles of human rights and fair
The Company constantly endeavours to provide the best of treatment through various policies adopted by it such as Code
services to its shareholders and investors and to maintain the of Corporate Governance & Ethics, Policy on Prevention of
highest level of corporate governance. For this the Company Sexual Harassment at Workplace, CSR Policy, Hospitalization
regularly interacts with the shareholders and investors through Policy, Voluntary Provident Fund Policy, etc.
investor calls, results announcements, media releases and
interactions, Company’s website and the quarterly and annual During the year, the Company participated in the famous
reports. The Investor Relations team also regularly interacts with Kumbh Mela being held in India, providing its helping hand
investors and analysts through quarterly results calls, one-on- to cater towards injuries, crowd control and women’s safety.
one and group meetings participation at investor conferences, The Company introduced the CEATSafetyBanner, an easy-to-
road shows and RPG investor meets. The Annual General use multipurpose safety device that transforms into a stretcher,
Meeting is also a forum where the shareholders of the Company a barricade and a changing room.
engage directly with the Board of Directors and get answers to
their queries on Company’s business. There were no complaints or grievances received against the
Company in this regard.
All interactions with government, regulators and quasi-judicial
bodies are done by duly authorized and trained individuals with Principle 6: Environment
honesty, integrity, openness and in compliance of all laws and The Company fully endorses that businesses should utilize
legislations. The principles and guidelines for these are enshrined natural and man-made resources in an optimal and responsible
in the Code of Corporate Governance & Ethics. All media manner and ensure sustainability of resources by reducing,
interactions i.e. print and broadcast to keep the stakeholders reusing, recycling and managing waste. The Company takes
updated and informed happen as per principles provided in efforts to check and prevent pollution. The Company has a
the aforesaid Code. Any association with trade bodies is done Environment Health and Safety Team which functions under
as per the relevant and extent laws and as per the principles the Chief Operating Officer to ensure that the operations of the
embedded in the aforesaid Code. Company follow in spirit of the laws relating to preservation and
restoration of the environment. Several initiatives are undertaken
The Company also recognises its employees as important by the Research and Development and the Engineering team
stakeholders and several initiatives are undertaken to for increasing usage of clean technology, alternative sources of
communication, the vision, strategy and way forward to the energy, cleaner fuels, energy efficiency etc.
employees. The employees are kept abreast of all important
events, achievements and milestones of the Company. The Company has in place an Environment Health and Safety
Such communication channels help employees to connect, Policy for all its 4 (four) plants at Mumbai, Nashik, Nagpur and
bond, inspire, motivate and celebrate achievements. Halol with the following objectives:
1. Compliance with all applicable environment, health and
The objective of the Policy on Code of Conduct for Board safety statutory regulations
Members and Senior Management stems from the fiduciary 2. Ensure zero incidents
Corporate Overview
optimal use of natural resources. economic development through employment generation and skill
development. The Company is committed to creating a positive
The management also ensures:
impact through its existence on all the stakeholders. Through various
1.
The maintenance and continuous upgradation of
initiatives and programmes under its Corporate Social Responsibility
environment, health and safety standards at the plant
(CSR) activities, the Company not only contributes to economic
2.
Deployment of processes at the plant that are safe to
and social development but also work along with underdeveloped
people, plant equipment and environment
communities to improve their lifestyle. The Company undertakes
3.
Maintenance of comprehensive on-site emergency plan
several community development initiatives in the vicinity of its plants.
and related facilities to handle emergencies
Through its CSR Policy under the aegis of the RPG Foundation,
4.
Information, training, education to employees regarding
the Company runs several programmes for skill development and
health and safety to ensure safe conduct of their jobs
upliftment of the community. Most prominent amongst them are
5.
Planning and conducting risk assessments, safety
Swayam, Netranjali and Saksham.
audits and inspections of plant operations within and
around the plant.
Statutory Reports
Through Project Saksham the Company undertakes training and
employment generation for youth and women. Project Swayam,
The Company has a clearly defined process to identify potential
encourages women to undertake vehicle driving courses and
Environmental “RISK” which includes Environmental Aspects
obtain commercial vehicle licenses which in turn opens new
and associated Impacts, needs and expectations of relevant
employment opportunities like forklift operators, 2 Wheeler
Internal and external stakeholders, Environmental Risk and
delivery professionals, entrepreneurs etc. Through Project
Opportunities relevant to the context of the organization.
Netranjali, the Company carries out vision/eye check-up camps
Based on the RISK identified, objectives and targets are
for niche communities like the truckers community around the
taken, risk managements programmes are developed and
plants. All the programmes/projects of the Company have been
implemented. Risk Management Committee carries out periodic
very well appreciated. The Company is also involved in other
reviews for continual improvement. All the manufacturing plants
projects like Jeevan- providing clean drinking water and sanitation
of Company have implemented Occupational Health and Safety
facilities to communities and Pehlay Akshar which aims for 100%
Management System (ISO 45001:2018) Certification Standard.
English proficiency in children of marginalized communities.
During the year under review, the Company’s Nagpur plant
Financial Statements
received prestigious ‘Sword of Honour’ Award from British
Various projects undertaken by the Company under its CSR
Safety Council, UK.
initiatives are listed out in detail in the Annual Report on CSR
activities, which forms part of this Annual Report.
Several initiatives are undertaken by the Research and
Development department and the Engineering team for
Principle 9: Customer Value
increasing usage of clean technology, alternative sources of
The Company’s business partners i.e. the suppliers, distributors,
energy like solar, cleaner fuels like Natural Gas and so on.
C&FAs, dealers, fleet operators and customers are very crucial for
the Company’s operations. The entire eco-system together ensures
During the year under review, the emissions/waste generated
a well-oiled machinery which enables the Company to produce and
by the Company was within the permissible limits given by
market quality products and continuously improve products and
Central Pollution Control Board (CPCB)/State Pollution Control
services. The Company also has a continuous focus of improvement
Boards (SPCB). During the year, the Company has received 1
of the distribution channels to ensure that its products are available
(one) show cause/legal notice and has resolved the same to the
in the smallest town/village. The Company constantly re-invents its Notice & Proxy
satisfaction of authorities.
distribution channels and has launched initiatives like CEAT Shoppes
and CEAT Hubs. Another initiative undertaken by the Company is
Principle 7: Policy Advocacy
providing the customers the ultimate service experience which goes
The Company believes that businesses when engaged in
beyond tyres through Fleet Advisory Services.
influencing public and regulatory policy must do so in a
responsible manner. Towards this, the Company has set to make
The Company has a strong belief in quality and delivers the best in
a difference to public issues that matter most to its business such
class products and services which is enshrined in the Quality Policy
as Safety. By combining its own actions with external advocacy
of the Company. The Company has undertaken important initiatives
on public matters and jointly working with Corporate Social
like establishing call centres and creation of helplines to become
Responsibility partners, the Company is seeking transformational
more customer centric. The Company is committed on creating
change. This is reflected in the “Drive Safe, Dad”, “No more
delightful customer journeys through transparent, convenient and
funny” and Haath Dikhau, Bobblehead campaigns undertaken
quick way to provide claim replacement to the valuable customers.
by the Company which underscore the safe driving and road
The Company has reinvented the claim process and launched
safety. In addition the Company demonstrated under its
e-Claim mobile app for On-Spot claim resolution, first of its kind in
#CEATSafetyBanner campaign undertaken in the Kumbha Mela,
tyre industry, to resolve the customer claims in less than an hour.
addressing the issues of injuries, crowd control and women
safety. The Company is well represented in industry and trade/
As at March 31, 2019 only 0.49% of the total customer
business associations.
complaints received during the year under review remained
pending. These complaints were resolved subsequently.
To the Members of CEAT Limited the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules
Report on the Audit of the Standalone Ind AS thereunder, and we have fulfilled our other ethical responsibilities
Financial Statements in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient
Opinion
and appropriate to provide a basis for our audit opinion on the
We have audited the accompanying standalone Ind AS financial
standalone Ind AS financial statements.
statements of CEAT Limited (“the Company”), which comprise
the Balance Sheet as at March 31 2019, the Statement of Profit
Key Audit Matters
and Loss, including the statement of Other Comprehensive
Key audit matters are those matters that, in our professional
Income, the Cash Flow Statement and the Statement of
judgment, were of most significance in our audit of the
Changes in Equity for the year then ended, and notes to
standalone Ind AS financial statements for the financial year
the financial statements, including a summary of significant
ended March 31, 2019. These matters were addressed in the
accounting policies and other explanatory information.
context of our audit of the standalone Ind AS financial statements
as a whole, and in forming our opinion thereon, and we do not
In our opinion and to the best of our information and according
provide a separate opinion on these matters. For each matter
to the explanations given to us, the aforesaid standalone Ind
below, our description of how our audit addressed the matter is
AS financial statements give the information required by the
provided in that context.
Companies Act, 2013, as amended (“the Act”) in the manner
so required and give a true and fair view in conformity with the
We have determined the matter described below to be a key
accounting principles generally accepted in India, of the state of
audit matter to be communicated in our report. We have fulfilled
affairs of the Company as at March 31, 2019, its profit including
the responsibilities described in the Auditor’s responsibilities for
other comprehensive income its cash flows and the changes in
the audit of the standalone Ind AS financial statements section
equity for the year ended on that date.
of our report, including in relation to this matter. Accordingly, our
audit included the performance of procedures designed to
Basis for Opinion
respond to our assessment of the risks of material misstatement
We conducted our audit of the standalone Ind AS financial
of the standalone Ind AS financial statements. The results of
statements in accordance with the Standards on Auditing (SAs),
our audit procedures, including the procedures performed to
as specified under section 143(10) of the Act. Our responsibilities
address the matter below, provide the basis for our audit opinion
under those Standards are further described in the ‘Auditor’s
on the accompanying standalone Ind AS financial statements.
Responsibilities for the Audit of the Standalone Ind AS Financial
Statements’ section of our report. We are independent of the
Company in accordance with the ‘Code of Ethics’ issued by
Corporate Overview
information. The other information comprises the information Our objectives are to obtain reasonable assurance about
included in the Management Discussion and Analysis, Board’s whether the standalone Ind AS financial statements as a whole
Report including Annexures to Board’s Report, Business are free from material misstatement, whether due to fraud or
Responsibility Report and Shareholder’s Information but does error, and to issue an auditor’s report that includes our opinion.
not include the standalone Ind AS financial statements and our Reasonable assurance is a high level of assurance, but is not
auditor’s report thereon. a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists.
Our opinion on the standalone Ind AS financial statements does Misstatements can arise from fraud or error and are considered
not cover the other information and we do not express any form material if, individually or in the aggregate, they could reasonably
of assurance conclusion thereon. be expected to influence the economic decisions of users taken
on the basis of these standalone Ind AS financial statements.
In connection with our audit of the standalone Ind AS financial
statements, our responsibility is to read the other information As part of an audit in accordance with SAs, we exercise
Statutory Reports
and, in doing so, consider whether such other information professional judgment and maintain professional skepticism
is materially inconsistent with the financial statements or our throughout the audit. We also:
knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, • Identify and assess the risks of material misstatement of the
we conclude that there is a material misstatement of this other standalone Ind AS financial statements, whether due to fraud
information, we are required to report that fact. We have nothing or error, design and perform audit procedures responsive to
to report in this regard. those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
Responsibilities of Management for the Standalone not detecting a material misstatement resulting from fraud is
Ind AS Financial Statements higher than for one resulting from error, as fraud may involve
The Company’s Board of Directors is responsible for the matters collusion, forgery, intentional omissions, misrepresentations,
stated in section 134(5) of the Act with respect to the preparation or the override of internal control.
of these standalone Ind AS financial statements that give a true
Financial Statements
and fair view of the financial position, financial performance • Obtain an understanding of internal control relevant to the
including other comprehensive income, cash flows and changes audit in order to design audit procedures that are appropriate
in equity of the Company in accordance with the accounting in the circumstances. Under section 143(3)(i) of the Act, we
principles generally accepted in India, including the Indian are also responsible for expressing our opinion on whether
Accounting Standards (Ind AS) specified under section 133 of the Company has adequate internal financial controls system
the Act read with the Companies (Indian Accounting Standards) in place and the operating effectiveness of such controls.
Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance • Evaluate the appropriateness of accounting policies used
with the provisions of the Act for safeguarding of the assets of and the reasonableness of accounting estimates and related
the Company and for preventing and detecting frauds and other disclosures made by management.
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable • Conclude on the appropriateness of management’s use of
and prudent; and the design, implementation and maintenance the going concern basis of accounting and, based on the
of adequate internal financial controls, that were operating audit evidence obtained, whether a material uncertainty Notice & Proxy
effectively for ensuring the accuracy and completeness of the exists related to events or conditions that may cast
accounting records, relevant to the preparation and presentation significant doubt on the Company’s ability to continue as a
of the standalone Ind AS financial statements that give a true going concern. If we conclude that a material uncertainty
and fair view and are free from material misstatement, whether exists, we are required to draw attention in our auditor’s
due to fraud or error. report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion.
In preparing the standalone Ind AS financial statements, Our conclusions are based on the audit evidence obtained
management is responsible for assessing the Company’s ability up to the date of our auditor’s report. However, future events
to continue as a going concern, disclosing, as applicable, matters or conditions may cause the Company to cease to continue
related to going concern and using the going concern basis of as a going concern.
accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative • Evaluate the overall presentation, structure and content of
but to do so. the standalone Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS financial
Those Board of Directors are also responsible for overseeing the statements represent the underlying transactions and events
Company’s financial reporting process. in a manner that achieves fair presentation.
Report on Other Legal and Regulatory Requirements i. The Company has disclosed the impact of pending
1. As required by the Companies (Auditor’s Report) Order, litigations on its financial position in its standalone Ind
2016 (“the Order”), issued by the Central Government of India AS financial statements – Refer Note 22 and Note
in terms of sub-section (11) of section 143 of the Act, we give 41(b) to the standalone Ind AS financial statements;
in the “Annexure 1” a statement on the matters specified in
paragraphs 3 and 4 of the Order. ii.
The Company has made provision, as required
under the applicable law or accounting standards,
2. As required by Section 143(3) of the Act, we report that: for material foreseeable losses, if any, on long-term
contracts including derivative contracts – Refer
(a) We have sought and obtained all the information and Note 21, 26 and 50 to the standalone Ind AS
explanations which to the best of our knowledge and financial statements;
belief were necessary for the purposes of our audit;
iii. There has been no delay in transferring amounts,
(b) In our opinion, proper books of account as required by required to be transferred, to the Investor Education
law have been kept by the Company so far as it appears and Protection Fund by the Company.
from our examination of those books;
For S R B C & CO LLP
(c) The Balance Sheet, the Statement of Profit and Loss Chartered Accountants
including the Statement of Other Comprehensive Income, ICAI Firm Registration Number: 324982E/E300003
the Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with the per Vinayak Pujare
books of account; Partner
Membership Number: 101143
(d) In our opinion, the aforesaid standalone Ind AS financial Place: Mumbai
statements comply with the Accounting Standards Date: May 7, 2019
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015,
as amended;
Corporate Overview
of fixed assets. of the Companies Act, 2013 in respect of loans to directors
including entities in which they are interested and in respect
(b)
All fixed assets have not been physically verified by of loans and advances given, investments made and,
the management during the year but there is a regular guarantees, and securities given have been complied with
programme of verification which, in our opinion, is by the Company.
reasonable having regard to the size of the Company
and the nature of its assets. No material discrepancies v. In respect of deposits accepted, in our opinion and according
were noticed on such verification. to the information and explanations given to us, directives
issued by the Reserve Bank of India and the provisions
(c) According to the information and explanations given by of section 73 to 76 or any other relevant provisions of the
the management, the title deeds of immovable properties Companies Act, 2013, and the rules framed there under,
other than self-constructed buildings, included in to the extent applicable, have been complied with. We are
property, plant and equipment are held in the name of informed by the management that no order in this regard
Statutory Reports
the Company. has been passed by the Company Law Board, National
Company Law Tribunal or Reserve Bank of India or any court
ii.
The management has conducted physical verification of or any other Tribunal.
inventory at reasonable intervals during the year and no
material discrepancies were noticed on such physical vi. We have broadly reviewed the books of account maintained
verification. Inventories lying with third parties have been by the Company pursuant to the rules made by the Central
confirmed by them as at March 31, 2019 and no material Government for the maintenance of cost records under
discrepancies were noticed in respect of such confirmations. section 148(1) of the Companies Act, 2013, related to the
manufacture of rubber tyres, tubes and flaps for all types of
iii. (a) The Company has granted loan to a subsidiary Company vehicles, and are of the opinion that prima facie, the specified
covered in the register maintained under section 189 of accounts and records have been made and maintained.
the Companies Act, 2013. In our opinion and according We have not, however, made a detailed examination of
to the information and explanations given to us, the the same.
Financial Statements
terms and conditions of the grant of such loans are not
prejudicial to the Company’s interest. vii. (a)
Undisputed statutory dues including provident fund,
employees’ state insurance, income-tax, goods and
(b) In respect of the loan granted to the subsidiary Company service tax, cess and other statutory dues have generally
covered in the register maintained under Section 189 of been regularly deposited with the appropriate authorities
the Companies Act, 2013, the schedule of repayment though there has been a slight delay in a few cases.
of principal and payment of interest has been stipulated
and these payments are regular. The Company has (b)
According to the information and explanations given
also granted another loan to the subsidiary Company, to us, no undisputed amounts payable in respect of
which is repayable on demand. We are informed that provident fund, employees’ state insurance, income-tax,
the amount of interest and principal demanded by the sales-tax, duty of custom, duty of excise, value added
Company has been paid during the year. Thus in respect tax, goods and service tax, cess and other statutory dues
of these loan, there has been no default on part of the were outstanding, at the year end, for a period of more
subsidiary Company to which the money was lent. than six months from the date they became payable. Notice & Proxy
(c) There are no amounts of loans granted to subsidiary (c) According to the records of the Company, the dues of
Company listed in the register maintained under section income-tax, sales-tax, service tax, duty of custom, duty
189 of the Companies Act, 2013 which are overdue for of excise, value added tax and cess on account of any
more than ninety days. dispute, are as follows:
(` in lacs)
Name of the Statute Period to which Commissionerate Appellate High Court Supreme Deposit Net
the amount authorities Court Amount
relates and
Tribunal
Central Excise Tax/ Custom Act 1974-2016 1,196 2,904 75 - 78 4,097
(Tax/Interest/Penalty)
Service Tax under Finance 2004-2015 78 2,780 51 - 81 2,828
Act,1994 (Tax/Interest/Penalty)
Income Tax Act (Tax/ 1985-2019 3,301 - 160 - 142 3,319
Interest/Penalty)
Sales Tax, VAT, CST (Tax/ 1987-2018 3,386 1,959 - - 626 4,719
Interest/Penalty)
(viii)
In our opinion and according to the information and (xiv) According to the information and explanations given to us
explanations given by the management, the Company and on an overall examination of the balance sheet, the
has not defaulted in repayment of loans or borrowing Company has not made any preferential allotment or private
to a financial institution, bank or government or dues to placement of shares or fully or partly convertible debentures
debenture holders. during the year under review and hence, reporting
requirements under clause 3(xiv) are not applicable to the
(ix)
In our opinion and according to the information and Company and hence, not commented upon.
explanations given by the management, the term loans were
applied for the purpose for which the loans were obtained. (xv)
According to the information and explanations given by
the management, the Company has not entered into any
(x) Based upon the audit procedures performed for the purpose non-cash transactions with directors or persons connected
of reporting the true and fair view of the financial statements with him as referred to in section 192 of Companies Act,
and according to the information and explanations given by 2013.
the management, we report that no fraud by the Company
or no material fraud on the Company by the officers and (xvi) According to the information and explanations given to us,
employees of the Company has been noticed or reported the provisions of section 45-IA of the Reserve Bank of India
during the year. Act, 1934 are not applicable to the Company.
(xi)
According to the information and explanations given by For S R B C & CO LLP
the management, the managerial remuneration has been Chartered Accountants
paid / provided in accordance with the requisite approvals ICAI Firm Registration Number: 324982E/E300003
mandated by the provisions of section 197 read with
Schedule V to the Companies Act, 2013. per Vinayak Pujare
Partner
(xii)
In our opinion, the Company is not a Nidhi Company. Membership Number: 101143
Therefore, the provisions of clause 3(xii) of the order are not
applicable to the Company and hence not commented upon. Place: Mumbai
Date: May 7, 2019
(xiii) According to the information and explanations given by the
management, transactions with the related parties are in
compliance with section 177 and 188 of Companies Act,
2013, where applicable and the details have been disclosed
in the notes to the financial statements, as required by the
applicable accounting standards.
Corporate Overview
reporting of CEAT Limited (“the Company”) as of March 31, 2019 Reporting With Reference to these Financial
in conjunction with our audit of the Standalone Ind AS Financial Statements
Statements of the Company for the year ended on that date. A Company’s internal financial control over financial reporting with
reference to these Standalone Ind AS Financial Statements is a
Management’s Responsibility for Internal Financial
process designed to provide reasonable assurance regarding
Controls
the reliability of financial reporting and the preparation of financial
The Company’s Management is responsible for establishing and
statements for external purposes in accordance with generally
maintaining internal financial controls based on the internal control
accepted accounting principles. A Company’s internal financial
over financial reporting criteria established by the Company
control over financial reporting with reference to these Standalone
considering the essential components of internal control stated
Ind AS Financial Statements includes those policies and
in the Guidance Note on Audit of Internal Financial Controls
procedures that (1) pertain to the maintenance of records that, in
over Financial Reporting issued by the Institute of Chartered
reasonable detail, accurately and fairly reflect the transactions and
Accountants of India. These responsibilities include the design,
dispositions of the assets of the Company; (2) provide reasonable
implementation and maintenance of adequate internal financial
Statutory Reports
assurance that transactions are recorded as necessary to
controls that were operating effectively for ensuring the orderly
permit preparation of financial statements in accordance with
and efficient conduct of its business, including adherence to the
generally accepted accounting principles, and that receipts and
Company’s policies, the safeguarding of its assets, the prevention
expenditures of the Company are being made only in accordance
and detection of frauds and errors, the accuracy and completeness
with authorisations of management and directors of the Company;
of the accounting records, and the timely preparation of reliable
and (3) provide reasonable assurance regarding prevention or
financial information, as required under the Companies Act, 2013.
timely detection of unauthorised acquisition, use, or disposition
Auditor’s Responsibility of the Company’s assets that could have a material effect on the
Our responsibility is to express an opinion on the Company’s financial statements.
internal financial controls over financial reporting with reference
Inherent Limitations of Internal Financial Controls
to these Standalone Ind AS Financial Statements based on our
over Financial Reporting With Reference to these
audit. We conducted our audit in accordance with the Guidance
Standalone Ind AS Financial Statements
Note on Audit of Internal Financial Controls Over Financial
Because of the inherent limitations of internal financial controls
Financial Statements
Reporting (the “Guidance Note”) and the Standards on Auditing
over financial reporting with reference to these standalone Ind
as specified under section 143(10) of the Companies Act, 2013,
AS financial statements, including the possibility of collusion
to the extent applicable to an audit of internal financial controls
or improper management override of controls, material
and, both issued by the Institute of Chartered Accountants
misstatements due to error or fraud may occur and not be
of India. Those Standards and the Guidance Note require that
detected. Also, projections of any evaluation of the internal
we comply with ethical requirements and plan and perform the
financial controls over financial reporting with reference to these
audit to obtain reasonable assurance about whether adequate
Standalone Ind AS Financial Statements to future periods are
internal financial controls over financial reporting with reference to
subject to the risk that the internal financial control over financial
these Standalone Ind AS Financial Statements was established
reporting with reference to these Standalone Ind AS Financial
and maintained and if such controls operated effectively in all
Statements may become inadequate because of changes in
material respects.
conditions, or that the degree of compliance with the policies or
Our audit involves performing procedures to obtain audit evidence procedures may deteriorate.
about the adequacy of the internal financial controls over financial
Opinion Notice & Proxy
reporting with reference to these Standalone Ind AS Financial
In our opinion, the Company has, in all material respects, adequate
Statements and their operating effectiveness. Our audit of internal
internal financial controls over financial reporting with reference
financial controls over financial reporting included obtaining an
to these Standalone Ind AS Financial Statements and such
understanding of internal financial controls over financial reporting
internal financial controls over financial reporting with reference
with reference to these standalone Ind AS financial statements,
to these Standalone Ind AS Financial Statements were operating
assessing the risk that a material weakness exists, and testing
effectively as at March 31, 2019, based on the internal control
and evaluating the design and operating effectiveness of internal
over financial reporting criteria established by the Company
control based on the assessed risk. The procedures selected
considering the essential components of internal control stated
depend on the auditor’s judgement, including the assessment
in the Guidance Note on Audit of Internal Financial Controls
of the risks of material misstatement of the financial statements,
Over Financial Reporting issued by the Institute of Chartered
whether due to fraud or error.
Accountants of India.
We believe that the audit evidence we have obtained is sufficient
For S R B C & CO LLP
and appropriate to provide a basis for our audit opinion on the
Chartered Accountants
internal financial controls over financial reporting with reference to
ICAI Firm Registration Number: 324982E/E300003
these standalone Ind AS financial statements.
per Vinayak Pujare
Partner
Membership Number: 101143
Place: Mumbai
Date: May 7, 2019
CEAT Limited 109
Balance Sheet
as at March 31, 2019
(` in lacs)
As at As at
Particulars Note no.
March 31, 2019 March 31, 2018
I Assets
(1) Non-current assets
(a) Property, plant and equipment 3 2,78,574 2,39,931
(b) Capital work-in-progress 3 71,889 15,247
(c) Intangible assets 4 6,057 6,544
(d) Intangible assets under development 4 3,055 939
(e) Financial assets
(i) Investments 5 31,301 27,999
(ii) Loans 6 408 304
(iii) Other financial assets 7 181 171
(f) Non-current tax assets (net) 23 5,733 3,915
(g) Other non-current assets 8 12,520 7,141
Total non-current assets 4,09,718 3,02,191
(2) Current assets
(a) Inventories 9 96,515 75,496
(b) Financial assets
(i) Investments 10 - 4,006
(ii) Trade receivables 11 72,646 71,215
(iii) Cash and cash equivalents 12 5,426 6,964
(iv) Bank balances other than cash and cash equivalents 13 548 337
(v) Loans 14 5,800 4,902
(vi) Other financial assets 15 3,525 1,193
(c) Other current assets 16 11,964 10,615
(d) Assets held-for-sale 3 44 -
Total current assets 1,96,468 1,74,728
Total assets 6,06,186 4,76,919
II Equity and liabilities
(1) Equity
(a) Equity share capital 17 4,045 4,045
(b) Other equity 18 2,71,059 2,50,637
Total equity 2,75,104 2,54,682
(2) Non-current liabilities
(a) Financial liabilities
(i) Borrowings 20 1,00,272 27,230
(ii) Other financial liabilities 21 461 323
(b) Provisions 22 3,683 3,380
(c) Deferred tax liabilities (net) 23 20,771 17,815
Total non-current liabilities 1,25,187 48,748
(3) Current liabilities
(a) Financial liabilities
(i) Borrowings 24 21,431 14,364
(ii) Trade payables 25
- Total outstanding dues of micro enterprises and small enterprises 547 360
- Total outstanding dues of creditors other than micro enterprises and small enterprises 1,02,846 84,211
(iii) Other financial liabilities 26 58,099 57,001
(b) Provisions 22 9,985 5,014
(c) Current tax liabilities (net) 23 4,377 2,867
(d) Other current liabilities 27 8,610 9,672
Total current liabilities 2,05,895 1,73,489
Total equity and liabilities 6,06,186 4,76,919
Significant accounting policies 2
Corporate Overview
I Income
Revenue from operations 28 6,83,130 6,38,191
Other income 29 5,530 5,681
Total income 6,88,660 6,43,872
II Expenses
Cost of material consumed 30 4,27,364 3,65,033
Purchase of stock-in-trade 6,092 5,988
Changes in inventories of finished goods, work-in-progress and stock-in-trade 31 (19,425) 9,332
Employee benefit expense 32 49,195 41,311
Finance costs 33 6,452 8,645
Depreciation and amortization expenses 34 17,430 16,168
Excise duty on sale of goods - 16,891
Other expenses 35 1,56,151 1,36,898
Statutory Reports
Total expenses 6,43,259 6,00,266
III Profit before exceptional items and tax 45,401 43,606
IV Exceptional items 36 4,424 2,640
V Profit before tax 40,977 40,966
VI Tax expense 23
Current tax 9,009 10,408
Deferred tax 3,077 2,686
VII Profit for the year 28,891 27,872
VIII Other comprehensive income
(a) Items that will not be reclassified subsequently to the statement of profit
and loss
(i) Remeasurement gains/(losses) on defined benefit plans (798) 1,043
(ii) Income tax relating to above 279 (361)
Financial Statements
(b) Items that will be reclassified subsequently to the statement of profit
and loss
(i) Net movement on cash flow hedges (3,792) 1,098
(ii) Income tax relating to above 1,323 (380)
Total other comprehensive income for the year (2,988) 1,400
IX Total Comprehensive income for the year (Comprising profit and other 25,903 29,272
comprehensive income for the year)
X Earnings per equity share (of face value of ` 10 each) 38
(a) Basic (in `) 71.42 68.90
(b) Diluted (in `) 71.42 68.90
Significant accounting policies 2
Corporate Overview
III) Cash flow from financing activities
Interest paid (6,268) (8,155)
Repayment of public deposit - (9)
Change in other short-term borrowings (net) 12,344 3,246
Proceeds from short-term buyers credit - 18,660
Repayment of short-term buyers credit (5,314) (13,383)
Proceeds from long-term borrowings 97,097 13,056
Repayment of long-term borrowings (42,201) (35,037)
Dividend paid (4,434) (4,727)
Dividend distribution tax paid (829) (553)
Statutory Reports
Net cash flows (used in)/generated from financing activities (III) 50,395 (26,902)
Net increase / (decrease) in cash and cash equivalents (I+II+III) (1,538) 5,539
Cash and cash equivalents at the beginning of the year (refer note 12) 6,964 1,425
Cash and cash equivalents at the end of the year (refer note 12) 5,426 6,964
Financial Statements
per Vinayak Pujare Vallari Gupte Mahesh S. Gupta
Partner Company Secretary Chairman- Audit Committee
Membership Number: 101143
Place: Mumbai Place: Mumbai
Date: May 7, 2019 Date: May 7, 2019
114
Other equity
Capital Debenture Cash flow
Equity Securities Capital General Retained
Particulars redemption redemption hedge Total other
share premium reserve reserve earnings Total equity
reserve reserve reserve equity
capital (refer note (refer note (refer note (refer note
(refer note (refer note (refer note
18(a)) 18(b)) 18(f)) 18(g))
18(c)) 18(e)) 18(d))
As at April 1, 2017 4,045 56,703 1,177 390 3,334 20,177 1,45,031 (242) 2,26,570 2,30,615
Profit for the year - - - - - - 27,872 - 27,872 27,872
Other comprehensive income - - - - - - 682 718 1,400 1,400
Total comprehensive income - - - - - - 28,554 718 29,272 29,272
Payment of dividend (refer note 19) - - - - - - (4,652) - (4,652) (4,652)
Payment of dividend distribution tax (DDT) (refer note 19) - - - - - - (553) - (553) (553)
Corporate Overview
incorporated under the provisions of the Companies Act the financial statements
applicable in India. The Company’s principal business is
manufacturing of automotive tyres, tubes and flaps. The Company (` in lacs)
started operations in 1958 as CEAT Tyres of India Limited and As at As at
Particulars
was renamed as CEAT Limited in 1990. The Company caters March 31, 2018 April 1, 2017
Decrease in property,
to both domestic and international markets. The company’s (1,050) (1,132)
plant and equipment
stock are listed on two recognised stock exchanges in India. Decrease in Non
The registered office of the company is located at RPG House, 968 1,050
current liabilities
463, Dr Annie Besant Road, Worli, Mumbai, Maharashtra Decrease in current liabilities 82 82
400030. The financial statements were authorised for issue in
accordance with a resolution of the directors on May 7, 2019. There is no impact on the statement of Profit and Loss.
Note 2: Basis of preparation and summary of 2.2.2 Ind AS 115 'Revenue from Contracts with Customers'
Statutory Reports
significant accounting policies The Company has adopted Ind AS 115 'Revenue from
2.1
Basis of accounting and preparation of financial Contracts with Customers' with a date of initial application
statements of April 1, 2018. As a result, the Company has changed its
The financial statements of the Company have been accounting policy for revenue recognition as detailed below.
prepared in accordance with Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting The Company has applied Ind AS 115 using the
Standards) Rules, 2015 (as amended from time to time) and cumulative effect method – i.e. by recognising the
presentation requirements of Division II of Schedule III to cumulative effect of initially applying Ind AS 115 as an
the Companies Act, 2013, (Ind AS compliant Schedule III). adjustment to the opening balance of equity at April 1,
2018. Therefore, the comparative information has not
These financial statements have been prepared on accrual been restated and continues to be reported under
basis and under historical cost basis, except for the Ind AS 18. The details of the significant changes and
following assets and liabilities which have been measured quantitative impact of the changes are set out below.
Financial Statements
at fair value:
Under cumulative effect method, there are no significant
• Derivative financial instruments and
adjustments required to the retained earnings as at April 1,
• Certain financial assets measured at fair value (refer 2018. Also, the application of Ind AS 115 did not have
accounting policy regarding financial instruments) any significant impact on recognition and measurement of
revenue and related items in the financial statements.
In addition, the carrying values of recognised assets and
liabilities designated as hedged items in fair value hedges 2.3 Current versus non-current classification
that would otherwise be carried at amortised cost are The Company presents assets and liabilities in the balance
adjusted to record changes in the fair values attributable sheet based on current/ non-current classification. An asset
to the risks that are being hedged in effective hedge is treated as current when it is:
relationships. The Standalone financial statements are
• Expected to be realised or intended to be sold or
presented in ` lacs except when otherwise indicated.
consumed in normal operating cycle
Notice & Proxy
All amounts disclosed in the financial statements and • Held primarily for the purpose of trading
notes have been rounded off to the nearest lacs as per the
• Expected to be realised within twelve months after the
requirements of Schedule III of the Companies Act, 2013
reporting period, or
(Ind AS compliant Schedule III), unless otherwise stated.
Wherever the amount represented ‘0’ (zero) construes • Cash or cash equivalent unless restricted from being
value less than Rupees fifty thousand. exchanged or used to settle a liability for at least
twelve months after the reporting period
2.2 Changes in accounting policies
2.2.1 Accounting for Government Grant related to non- All other assets are classified as non-current.
monetary assets
The company has chosen to adjust government grant A liability is current when:
from the carrying value of non-monetary asset pursuant
• It is expected to be settled in normal operating cycle
to amendment in Ind AS 20 Accounting for Government
Grants and Disclosure. Till the previous year, the company • It is held primarily for the purpose of trading
followed the policy recording the non-monetary asset
• It is due to be settled within twelve months after the
and the grant at carrying amounts and released to profit
reporting period, or
and loss over the expected useful life in a pattern of
consumption of the benefit of the underlying asset i.e. • There is no unconditional right to defer the settlement
by equal annual instalments. of the liability for at least twelve months after the
reporting period
The Company classifies all other liabilities as non-current. is highly probable that a significant reversal in the amount
of cumulative revenue recognized will not occur in future on
Deferred tax assets and liabilities are classified as
account of refund or discounts.
non-current assets and liabilities.
Variable consideration includes volume discounts, price
The operating cycle is the time between the acquisition of
concessions, incentives, etc. The Company estimates the
assets for processing and their realisation in cash and cash
variable consideration based on an analysis of historical
equivalents. The Company has identified twelve months as
experience and it is adjusted from transaction price.
its operating cycle.
2.4.2.2 Significant financing component
2.4 Revenue recognition
Generally, the Company receives short-term advances
2.4.1 Revenue from contract with customer
from its customers. Using the practical expedient in Ind AS
Revenues from contracts with customers are recognised
115, the Company does not adjust the promised amount
when the performance obligations towards customer
of consideration for the effects of a significant financing
have been met. Performance obligations are deemed to
component if it expects, at contract inception, that the
have been met when control of the goods or services are
period between the transfer of the promised good or
transferred to the customer at an amount that reflects the
service to the customer and when the customer pays for
consideration to which the Company expects to be entitled
that good or service will be one year or less.
in exchange for those goods or services. The Company
acts as the principal in all of its revenue arrangements since
2.4.3 Sales related obligations
it is the primary obligor in all the revenue arrangements as
The Company normally provides sales related obligations
it has pricing latitude and is also exposed to inventory and
for a period of three years on all its products sold, in line
credit risks.
with industry practice. These sales related obligations are
accounted for under Ind AS 37 Provisions, Contingent
Based on the educational material on Ind AS 18 issued
Liabilities and Contingent Assets. See Note 22 for more
by the ICAI, the Company has assumed that recovery of
information. The Company does not provide any extended
excise duty flows to the company on its own account.
warranties to its customers.
This is for the reason that it is a liability of the manufacturer
which forms part of the cost of production, irrespective
2.4.4 Contract balances
of whether the goods are sold or not. Since the recovery
Trade receivables
of excise duty flows to the company on its own account,
A receivable represents the Company’s right to an amount
revenue includes excise duty.
of consideration that is unconditional (i.e., only the passage
of time is required before payment of the consideration
An entity collects Goods and Services Tax (“GST”)
is due). Refer to note 2.17 – Financial Instruments in
collected on behalf of the government and not on its own
accounting policies.
account. Hence it should be excluded from revenue, i.e.
revenue should be net of GST.
2.4.5 Royalty and technology development fees:
The Company also earns sales based royalty income which
The disclosures of significant accounting judgements,
is recognised as revenue typically on an over time basis.
estimates and assumptions relating to revenue from
This is because in such arrangements the customer gets
contracts with customers are provided in Note 39.
a right to access the Company’s intellectual property as
it exists throughout the license period. The revenue to be
2.4.2 Sale of Goods:
recognised is determined based on a specified percentage
Revenue from sale of goods (Tyres, tubes and flaps) is
of the sales made by the customer.
recognised at a point in time when control of the goods
is transferred to customer depending on terms of sales.
2.4.6 Interest Income:
The normal credit term is 30 to 60 days upon delivery.
For all debt instruments measured either at amortised
cost or at fair value through other comprehensive income,
The Company considers whether there are other promises
interest income is recorded using the effective interest rate
in the contract that are separate performance obligations
(EIR). EIR is the rate that exactly discounts the estimated
to which a portion of the transaction price needs to be
future cash payments or receipts over the expected life
allocated (e.g., warranties). In determining the transaction
of the financial instrument or a shorter period, where
price for the sale of goods, the Company considers the
appropriate, to the gross carrying amount of the financial
effects of variable consideration, the existence of significant
asset or to the amortised cost of a financial liability.
financing components, if any.
When calculating the effective interest rate, the Company
estimates the expected cash flows by considering all the
2.4.2.1 Variable consideration
contractual terms of the financial instrument (for example,
The Company offers various forms of discounts on the
prepayment, extension, call and similar options) but does
goods sold to its dealers and distributors. In all such cases,
not consider the expected credit losses. Interest income
accumulated experience is used to estimate and provide
is included in finance income in the statement of profit
for the variability in revenue, using the expected value
and loss.
method and the revenue is recognised to the extent that it
Corporate Overview
to receive the payment is established, which is generally temporary differences between the tax bases of assets and
when shareholders approve the dividend. liabilities and their carrying amounts for financial reporting
purposes at the reporting date.
2.5 Investments in Subsidiaries and Associates
Investments in subsidiaries and associates are carried at Deferred tax liabilities are recognised for all taxable
cost less accumulated impairment losses, if any. Where an temporary differences, except:
indication of impairment exists, the carrying amount of
• When the deferred tax liability arises from the initial
the investment is assessed and written down immediately
recognition of an asset or liability in a transaction that
to its recoverable amount. On disposal of investments
is not a business combination and, at the time of the
in subsidiaries and associates, the difference between
transaction, affects neither the accounting profit nor
net disposal proceeds and the carrying amounts are
taxable profit and loss
recognized in the Statement of Profit and Loss.
• In respect of taxable temporary differences associated
Statutory Reports
2.6 Government grants and Export incentives with investments in subsidiaries and interests in
Government grants are recognised where there is joint ventures, when the timing of the reversal of
reasonable assurance that the grant will be received, and all the temporary differences can be controlled and it
attached conditions will be complied with. When the grant is probable that the temporary differences will not
relates to an expense item, it is recognised as income on a reverse in the foreseeable future
systematic basis over the periods that the related costs, for
eferred tax assets are recognised for all deductible
D
which it is intended to compensate, are expensed.
temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are
The company has chosen to adjust government grant
recognised to the extent that it is probable that taxable profit
from the carrying value of non-monetary asset pursuant
will be available against which the deductible temporary
to amendment in Ind AS 20 Accounting for Government
differences, and the carry forward of unused tax credits
Grants and Disclosure. When loans or similar assistance
and unused tax losses can be utilised, except:
are provided by governments or related institutions, with
Financial Statements
an interest rate below the current applicable market • When the deferred tax asset relating to the deductible
rate, the effect of this favourable interest is regarded as temporary difference arises from the initial recognition
a government grant. The loan or assistance is initially of an asset or liability in a transaction that is not
recognised and measured at fair value and the government a business combination and, at the time of the
grant is measured as the difference between the initial transaction, affects neither the accounting profit nor
carrying value of the loan and the proceeds received. taxable profit and loss
The loan is subsequently measured as per the accounting
•
In respect of deductible temporary differences
policy applicable to financial liabilities.
associated with investments in subsidiaries, associates
and interests in joint ventures, deferred tax assets are
Export Incentive under Merchandise Export from India
recognised only to the extent that it is probable that the
Scheme (MEIS) is recognized in the Statement of Profit and
temporary differences will reverse in the foreseeable
Loss as a part of other operating revenues.
future and taxable profit will be available against which
the temporary differences can be utilised
2.7 Taxes Notice & Proxy
2.7.1 Current income tax The carrying amount of deferred tax assets is reviewed at
Current income tax assets and liabilities are measured each reporting date and reduced to the extent that it is no
at the amount expected to be recovered from or paid to longer probable that sufficient taxable profit will be available
the taxation authorities. The tax rates and tax laws used to allow all or part of the deferred tax asset to be utilised.
to compute the amount are those that are enacted or Unrecognised deferred tax assets are re-assessed at each
substantively enacted, at the reporting date in India where reporting date and are recognised to the extent that it has
the Company operates and generates taxable income. become probable that future taxable profits will allow the
deferred tax asset to be recovered.
Current income tax relating to items recognised outside
Deferred tax assets and liabilities are measured at the tax
profit and loss is recognised outside profit and loss (either in
rates that are expected to apply in the year when the asset
other comprehensive income or in equity). Current tax items
is realised or the liability is settled, based on tax rates (and
are recognised in correlation to the underlying transaction
tax laws) that have been enacted or substantively enacted
either in Statement of profit and loss or directly in equity.
at the reporting date.
Management periodically evaluates positions taken in the
tax returns with respect to situations in which applicable Deferred tax relating to items recognised outside profit and
tax regulations are subject to interpretation and establishes loss is recognised outside profit and loss (either in other
provisions where appropriate. comprehensive income or in equity). Deferred tax items
are recognised in correlation to the underlying transaction
either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a major inspection is performed, its cost is recognised
legally enforceable right exists to set off current tax assets in the carrying amount of the plant and equipment as a
against current tax liabilities and the deferred taxes relate to replacement if the recognition criteria are satisfied. All other
the same taxable entity and the same taxation authority. repair and maintenance costs are recognised in profit and
loss as incurred. The present value of the expected cost for
Minimum alternate tax (MAT) paid in a year is charged to
the decommissioning of an asset after its use is included in
the statement of profit and loss as current tax for the year.
the cost of the respective asset if the recognition criteria for
The deferred tax asset is recognised for MAT credit available
a provision are met. Refer to note 39 regarding significant
only to the extent that it is probable that the concerned
accounting judgements, estimates and assumptions for
company will pay normal income tax during the specified
further information about the recorded decommissioning
period, i.e., the period for which MAT credit is allowed
provision.
to be carried forward. In the year in which the company
recognizes MAT credit as an asset, it is created by way
Leasehold land – amortised on a straight line basis over the
of credit to the statement of profit and loss and shown as
period of the lease of 95 years.
part of deferred tax asset. The company reviews the “MAT
credit entitlement” asset at each reporting date and writes
Depreciation is calculated on a straight-line basis using
down the asset to the extent that it is no longer probable
the rates arrived at based on the useful lives estimated by
that it will pay normal tax during the specified period.
the management. The Company has used the following
useful lives to provide depreciation on its fixed assets.
2.7.3 Sales tax/ value added taxes/GST paid on acquisition
The identified components are depreciated over their
of assets or on incurring expenses
useful lives, the remaining asset is depreciated over the life
Expenses and assets are recognised net of the amount of
of the principal asset.
sales tax/ value added taxes/GST paid, except:
• When the tax incurred on a purchase of assets or Asset Class Useful life
services is not recoverable from the taxation authority, Buildings 50 years - 60 years
in which case, the tax paid is recognised as part of Plant & Machinery 15 years - 20 years
the cost of acquisition of the asset or as part of the Moulds 6 years
expense item, as applicable Computers 3 years
• When receivables and payables are stated with the Furniture & Fixtures 10 years
amount of tax included Office Equipment 5 years
Motor Vehicles 8 years
The net amount of tax recoverable from, or payable to, Carpeted Roads- RCC 10 years
the taxation authority is included as part of receivables or Computer Servers 6 years
payables in the balance sheet. Electrical Installations 20 years
Temporary Structure 3 years
2.8 Non-current assets held for sale Hand Carts, Trollies 15 years
The Company classifies Non-current assets or disposal
groups comprising of assets and liabilities are classified as
The management has estimated, supported by
‘held for sale’ when all of the following criterias are met: (i)
independent assessment by professional, the useful lives
decision has been made to sell. (ii) the assets are available
of the following class of assets.
for immediate sale in its present condition. (iii) the assets are
being actively marketed and (iv) sale has been agreed or is •
Factory buildings - 50 years (Lower than those
expected to be concluded within 12 months of the Balance indicated in Schedule II of the Companies Act, 2013)
Sheet date.
• Office buildings- 60 years (Higher than those indicated
in Schedule II of the Companies Act, 2013)
Subsequently, such non-current assets and disposal
groups classified as ‘held for sale’ are measured at the • Plant & Machinery – 20 years (Higher than those
lower of its carrying value and fair value less costs to indicated in Schedule II of the Companies Act, 2013)
sell. Non-current assets held for sale are not depreciated
• Moulds – 6 years (Lower than those indicated in
or amortised.
Schedule II of the Companies Act,2013)
2.9 Property, plant and equipment • Electrical Installations – 20 years (Higher than those
Property, plant and equipment is stated at cost, net of indicated in Schedule II of the Companies Act,2013)
accumulated depreciation and accumulated impairment
• Air conditioner having capacity of > 2 tons – 15 years
losses, if any. Capital work in progress is stated at cost.
(Higher than those indicated in Schedule II of the
Such cost includes the cost of replacing part of the plant and
Companies Act,2013)
equipment and borrowing costs for long-term construction
projects if the recognition criteria are met. When significant • Serviceable materials like trollies, iron storage tacks
parts of plant and equipment are required to be replaced skids – 15 years (Higher than those indicated in
at intervals, the Company depreciates them separately Schedule II of the Companies Act,2013)
based on their specific useful lives. Likewise, when a
Corporate Overview
Act,2013)
Intangible assets are amortised on straight line method
The management believes that the depreciation rates fairly as under:
reflect its estimation of the useful lives and residual values
• Software expenditure have been amortised over a
of the fixed assets.
period of three years.
An item of property, plant and equipment and any significant • Technical Know-how and Brands are amortised over
part initially recognised is derecognised upon disposal or a period of twenty years.
when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on derecognition 2.10.1 Technical know-how and Brand
of the asset (calculated as the difference between the net The Company has originally generated technical
disposal proceeds and the carrying amount of the asset) know-how and assistance for setting up of Halol radial
is included in the income statement when the asset is plant. Considering the life of the underlying plant/facility,
Statutory Reports
derecognised. this technical know-how, is amortised on a straight line
basis over a period of twenty years
The residual values, useful lives and methods of
depreciation of property, plant and equipment are reviewed The Company has acquired global rights of “CEAT”
at each financial year end and adjusted prospectively, brand from the Italian tyre maker, Pirelli. Prior to the said
if appropriate. acquisition, the Company was the owner of the brand
in only a few Asian countries including India. With the
2.10 Intangible assets acquisition of the brand which is renowned worldwide, new
Intangible assets acquired separately are measured on and hitherto unexplored markets will be accessible to the
initial recognition at cost. Following initial recognition, Company. The Company will be in a position to fully exploit
intangible assets are carried at cost less any accumulated the export market resulting in increased volume and better
amortisation and accumulated impairment losses. price realization. Therefore, the management believes that
Internally generated intangibles, excluding capitalised the Brand will yield significant benefits for a period of at
Financial Statements
development costs, are not capitalised and the related least twenty years.
expenditure is reflected in profit and loss in the period in
which the expenditure is incurred. 2.10.2 Research and development costs (Product
development)
The useful lives of intangible assets are assessed as either Research costs are expensed as incurred.
infinite or finite. Development expenditures on an individual project are
recognised as an intangible asset when the Company can
Intangible assets with finite lives are amortised over the useful demonstrate:
economic life and assessed for impairment whenever there
• The technical feasibility of completing the intangible
is an indication that the intangible asset may be impaired.
asset so that the asset will be available for use or sale
The amortisation period and the amortisation method for
an intangible asset with a finite useful life are reviewed at • Its intention to complete and its ability and intention to
least at the end of each reporting period. Changes in the use or sell the asset
expected useful life or the expected pattern of consumption Notice & Proxy
• How the asset will generate future economic benefits
of future economic benefits embodied in the asset are
considered to modify the amortisation period or method, • The availability of resources to complete the asset
as appropriate, and are treated as changes in accounting
• The ability to measure reliably the expenditure during
estimates. The amortisation expense on intangible assets
development
with finite lives is recognised in the statement of profit and
loss unless such expenditure forms part of carrying value
Following initial recognition of the development
of another asset.
expenditure as an asset, the asset is carried at cost
less any accumulated amortisation and accumulated
Intangible assets with infinite useful lives are not amortised,
impairment losses. Amortisation of the asset begins when
but are tested for impairment annually, either individually or
development is complete and the asset is available for use.
at the cash-generating unit level. The assessment of infinite
It is amortised over the period of expected future benefit.
life is reviewed annually to determine whether the infinite life
Amortisation expense is recognised in the statement
continues to be supportable. If not, the change in useful life
of profit and loss unless such expenditure forms part of
from indefinite to finite is made on a prospective basis.
carrying value of another asset.
Gains or losses arising from derecognition of an intangible
During the period of development, the asset is tested for
asset are measured as the difference between the net
impairment annually.
disposal proceeds and the carrying amount of the asset
2.11 Borrowing costs Company will obtain ownership by the end of the lease
Borrowing costs directly attributable to the acquisition, term, the asset is depreciated over the shorter of the
construction or production of an asset that necessarily estimated useful life of the asset and the lease term.
takes a substantial period of time to get ready for its
intended use or sale are capitalised as part of the cost of 2.12.1.2 Operating lease
the asset. All other borrowing costs are expensed in the Operating lease payments are recognised as an expense
period in which they occur. Borrowing costs consist of in the statement of profit and loss on a straight line basis
interest and other costs that an entity incurs in connection over the lease term unless payments to the lessor are
with the borrowing of funds. Borrowing cost also includes structured to increase in line with expected general inflation
exchange differences to the extent regarded as an to compensate for the lessor’s expected inflationary cost
adjustment to the borrowing costs. increase.
To the extent that the Company borrows funds specifically 2.13 Inventories
for the purpose of obtaining a qualifying asset, the Company Inventories are valued at the lower of cost and net
determines the amount of borrowing costs eligible for realisable value.
capitalisation as the actual borrowing costs incurred on
that borrowing during the period less any investment Costs incurred in bringing each product to its present
income on the temporary investment of those borrowings. location and conditions are accounted for as follows:
• Raw materials, components, stores and spares are
To the extent that the Company borrows funds generally
valued at lower of cost and net realizable value.
and uses them for the purpose of obtaining a qualifying
However, materials and other items held for use in
asset, the Company determines the amount of borrowing
the production of inventories are not written down
costs eligible for capitalisation by applying a capitalisation
below cost if the finished products in which they will
rate to the expenditures on that asset. The capitalisation rate
be incorporated are expected to be sold at or above
is the weighted average of the borrowing costs applicable
cost. Cost is determined on a weighted average basis.
to the borrowings of the Company that are outstanding
during the period, other than borrowings made specifically • Work-in-progress and finished goods are valued at
for the purpose of obtaining a qualifying asset. lower of cost and net realizable value. Cost includes
direct materials and labour and a proportion of
2.12 Leases manufacturing overheads based on normal operating
The determination of whether an arrangement is (or contains) capacity but excluding borrowing cost. Cost is
a lease is based on the substance of the arrangement at determined on a weighted average basis.
the inception of the lease. The arrangement is, or contains,
• Traded goods are valued at lower of cost and net
a lease if fulfilment of the arrangement is dependent on
realizable value. Cost includes cost of purchase and
the use of a specific asset or assets and the arrangement
other costs incurred in bringing the inventories to their
conveys a right to use the asset or assets, even if that right
present location and condition. Cost is determined on
is not explicitly specified in an arrangement.
a weighted average basis.
2.12.1 Company as a lessee
Initial cost of inventories includes the transfer of gains and
2.12.1.1 Finance lease
losses on qualifying cash flow hedges, recognised in OCI,
A lease is classified at the inception date as a finance lease
in respect of the purchases of raw materials.
or an operating lease. A lease that transfers substantially
all the risks and rewards incidental to ownership to the
Net realisable value is the estimated selling price in the
Company is classified as a finance lease.
ordinary course of business, less estimated costs of
completion and the estimated costs necessary to make
Finance leases are capitalised at the commencement
the sale.
of the lease at the inception date fair value of the leased
property or, if lower, at the present value of the minimum
2.14 Impairment of non-financial assets
lease payments. Lease payments are apportioned between
The Company assesses, at each reporting date, whether
finance charges and reduction of the lease liability so as to
there is an indication that an asset may be impaired. If any
achieve a constant rate of interest on the remaining balance
indication exists, or when annual impairment testing for
of the liability. Finance charges are recognised in finance
an asset is required, the Company estimates the asset’s
costs in the statement of profit and loss, unless they are
recoverable amount. An asset’s recoverable amount is
directly attributable to qualifying assets, in which case
the higher of an asset’s or cash-generating unit’s (CGU)
they are capitalised in accordance with the Company’s
fair value less costs of disposal and its value in use.
general policy on the borrowing costs. Contingent rentals
Recoverable amount is determined for an individual asset,
are recognised as expenses in the periods in which they
unless the asset does not generate cash inflows that are
are incurred.
largely independent of those from other assets or groups
of assets. When the carrying amount of an asset or CGU
A leased asset is depreciated over the useful life of the
exceeds its recoverable amount, the asset is considered
asset. However, if there is no reasonable certainty that the
impaired and is written down to its recoverable amount.
Corporate Overview
discount rate that reflects current market assessments of reflects, when appropriate, the risks specific to the liability.
the time value of money and the risks specific to the asset. When discounting is used, the increase in the provision due
In determining fair value less costs of disposal, recent to the passage of time is recognised as a finance cost.
market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation 2.15.1 Provision for sales related obligations
model is used. These calculations are corroborated by The estimated liability for sales related obligations is
valuation multiples, quoted share prices for publicly traded recorded when products are sold. These estimates
companies or other available fair value indicators. are established using historical information on the
nature, frequency and average cost of obligations and
The Company bases its impairment calculation on detailed management estimates regarding possible future incidence
budgets and forecast calculations, which are prepared based on corrective actions on product failure. The timing
separately for each of the Company’s CGUs to which of outflows will vary as and when the obligation will arise -
the individual assets are allocated. These budgets and being typically up to three years. Initial recognition is based
Statutory Reports
forecast calculations generally cover a period of five years. on historical experience. The initial estimate of sales related
For longer periods, a long-term growth rate is calculated obligations -related costs is revised annually.
and applied to project future cash flows after the fifth year.
To estimate cash flow projections beyond periods covered 2.15.2 Decommissioning liability
by the most recent budgets/forecasts, the Company The Company records a provision for decommissioning
extrapolates cash flow projections in the budget using a costs of land taken on lease at one of the manufacturing
steady or declining growth rate for subsequent years, facility for the production of tyres. Decommissioning costs
unless an increasing rate can be justified. In any case, this are provided at the present value of expected costs to
growth rate does not exceed the long-term average growth settle the obligation using estimated cash flows and are
rate for the products, industries, or country or countries in recognised as part of the cost of the particular asset.
which the entity operates, or for the market in which the The cash flows are discounted at a current pre-tax rate that
asset is used. reflects the risks specific to the decommissioning liability.
The unwinding of the discount is expensed as incurred and
Financial Statements
Impairment losses of continuing operations, including recognised in the statement of profit and loss as a finance
impairment on inventories, are recognised in the statement cost. The estimated future costs of decommissioning are
of profit and loss. reviewed annually and adjusted as appropriate. Changes in
the estimated future costs or in the discount rate applied
An assessment is made at each reporting date to are added to or deducted from the cost of the asset.
determine whether there is an indication that previously
recognised impairment losses no longer exist or have 2.16 Retirement and other employee benefits
decreased. If such indication exists, the Company 2.16.1 Defined contribution plan
estimates the asset’s or CGU’s recoverable amount. Retirement benefit in the form of provident fund,
A previously recognised impairment loss is reversed only Superannuation, Employees State Insurance Contribution
if there has been a change in the assumptions used to and Labour Welfare fund are defined contribution scheme.
determine the asset’s recoverable amount since the last The Company has no obligation, other than the contribution
impairment loss was recognised. The reversal is limited payable to the above mentioned funds. The Company
so that the carrying amount of the asset does not exceed recognizes contribution payable to the provident fund Notice & Proxy
its recoverable amount, nor exceed the carrying amount scheme as an expense, when an employee renders the
that would have been determined, net of depreciation, had related service. If the contribution payable to the scheme
no impairment loss been recognised for the asset in prior for service received before the balance sheet date exceeds
years. Such reversal is recognised in the statement of profit the contribution already paid, the deficit payable to the
and loss. scheme is recognized as a liability after deducting the
contribution already paid. If the contribution already paid
2.15 Provisions exceeds the contribution due for services received before
Provisions are recognised when the Company has a present the balance sheet date, then excess is recognized as an
obligation (legal or constructive) as a result of a past event, asset to the extent that the pre-payment will lead to, for
it is probable that an outflow of resources embodying example, a reduction in future payment or a cash refund.
economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of 2.16.2 Defined benefit plan
the obligation. When the Company expects some or all The Company has a defined benefit gratuity plan, which
of a provision to be reimbursed, for example, under an requires contribution to be made to a separately administered
insurance contract, the reimbursement is recognised as a fund. The Company’s liability towards this benefit is
separate asset, but only when the reimbursement is virtually determined on the basis of actuarial valuation using Projected
certain. The expense relating to a provision is presented in Unit Credit Method at the date of balance sheet.
the statement of profit and loss net of any reimbursement.
Remeasurement, comprising of actuarial gains and losses, sheet date, they are measured at present value of the
the effect of the asset ceiling, excluding amounts included future cash flows using the discount rate determined by
in net interest on the net defined benefit liability and the reference to market yields at the balance sheet date on the
return on plan assets (excluding amounts included in net government bonds.
interest on the net defined benefit liability), are recognised
immediately in the balance sheet with a corresponding debit 2.17 Financial instruments
or credit to retained earnings through OCI in the period in A financial instrument is any contract that gives rise to a
which they occur. Remeasurement is not reclassified to financial asset of one entity and a financial liability or equity
profit and loss in subsequent periods. instrument of another entity.
Past service costs are recognised in profit and loss on the 2.17.1 Financial assets
earlier of: 2.17.1.1 Initial recognition and measurement
All financial assets are recognised initially at fair value
• The date of the plan amendment or curtailment and
plus, in the case of financial assets not recorded at fair
•
The date that the Company recognises related value through profit and loss, transaction costs that
restructuring costs are attributable to the acquisition of the financial asset.
Purchase or sale of financial asset that require delivery
et interest is calculated by applying the discount rate
N
of assets within a time frame established by regulation
to the net defined benefit liability or asset. The Company
or convention in the market place (regular way trades)
recognises the following changes in the net defined benefit
are recognised on the trade date, i.e., the date that the
obligation as an expense in statement of profit and loss:
Company commits to purchase or sell the asset.
•
Service costs comprising current service costs,
past-service costs, gains and losses on curtailments 2.17.1.2 Subsequent measurement
and non-routine settlements; and For purposes of subsequent measurement, financial assets
are classified in four categories:
• Net interest expense or income
2.17.1.2.1 Debt instruments at amortised cost
2.16.3 Compensated absences
Accumulated leave, which is expected to be utilized within 2.17.1.2.2 Debt instruments at fair value through other
the next 12 months, is treated as short-term employee comprehensive income (FVTOCI)
benefit and this is shown under short term provision in
2.17.1.2.3 Debt instruments, derivatives and equity
the Balance Sheet. The Company measures the expected
instruments at fair value through profit and loss (FVTPL)
cost of such absences as the additional amount that it
expects to pay as a result of the unused entitlement that 2.17.1.2.4 Equity instruments measured at fair value through
has accumulated at the reporting date. other comprehensive income (FVTOCI)
2.17.1.2.1 Debt instruments at amortised cost
The Company treats accumulated leave expected to be
A ‘debt instrument’ ‘other financial assets as
carried forward beyond twelve months, as long-term
well’ is measured at the amortised cost if both the following
employee benefit for measurement purposes and this is
conditions are met:
shown under long term provisions in the Balance Sheet.
Such long-term compensated absences are provided for
a)
The asset is held within a business model whose
based on the actuarial valuation using the projected unit
objective is to hold assets for collecting contractual
credit method at the year-end. Actuarial gains/losses are
cash flows, and
immediately taken to the Statement of Other Comprehensive
Income and are not deferred. The Company presents the
b) Contractual terms of the asset give rise on specified
leave as a current liability in the balance sheet, to the extent
dates to cash flows that are solely payments of
it does not have an unconditional right to defer its settlement
principal and interest (SPPI) on the principal amount
for 12 months after the reporting date. Where the Company
outstanding.
has the unconditional legal and contractual right to defer
the settlement for a period beyond 12 months, the same is
After initial measurement, such financial assets are
presented as non-current liability.
subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is
2.16.4 Termination benefits
calculated by taking into account any discount or premium
The Company recognizes termination benefit as a liability
on acquisition and fees or costs that are an integral part of
and an expense when the Company has a present
the EIR. The EIR amortisation is included in finance income
obligation as a result of past event, it is probable that an
in the profit and loss. The losses arising from impairment
outflow of resources embodying economic benefits will be
are recognised in the profit and loss. This category
required to settle the obligation and a reliable estimate can
generally applies to trade and other receivables, loans and
be made of the amount of the obligation. If the termination
other financial assets.
benefit falls due for more than 12 months after the balance
Corporate Overview
the following criteria are met: asset or part of a group of similar financial assets) is
primarily derecognised when:
a) The objective of the business model is achieved both
by collecting contractual cash flows and selling the • The rights to receive cash flows from the asset have
financial assets, and expired or
b) The asset’s contractual cash flows represent SPPI. • The Company has transferred its rights to receive
cash flows from the asset or has assumed an
Debt instruments included within the FVTOCI category obligation to pay the received cash flows in full
are measured initially as well as at each reporting date without material delay to a third party under a
at fair value. Fair value movements are recognized in the ‘pass-through’ arrangement; and either (a) the
other comprehensive income (OCI). However, the group Company has transferred substantially all the risks
recognizes interest income, impairment losses & reversals and rewards of the asset, or (b) the Company has
and foreign exchange gain or loss in the statement of profit neither transferred nor retained substantially all the
Statutory Reports
and loss. On derecognition of the asset, cumulative gain or risks and rewards of the asset, but has transferred
loss previously recognised in OCI is reclassified from the control of the asset.
equity to statement of profit and loss. Interest earned whilst
holding FVTOCI debt instrument is reported as interest When the Company has transferred its rights to receive
income using the EIR method. cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained
2.17.1.2.3 Debt instrument at FVTPL the risks and rewards of ownership. When it has neither
FVTPL is a residual category for debt instruments. transferred nor retained substantially all of the risks and
Any debt instrument, which does not meet the criteria rewards of the asset, nor transferred control of the asset,
for categorization as at amortized cost or as FVTOCI, is the Company continues to recognise the transferred asset
classified as at FVTPL. to the extent of the Company’s continuing involvement.
In that case, the Company also recognises an associated
In addition, the Company may elect to designate a debt liability. The transferred asset and the associated liability are
Financial Statements
instrument, which otherwise meets amortized cost or measured on a basis that reflects the rights and obligations
FVTOCI criteria, as at FVTPL. However, such election that the Company has retained.
is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as Continuing involvement that takes the form of a guarantee
‘accounting mismatch’). The Company has not designated over the transferred asset is measured at the lower of the
any debt instrument as at FVTPL. original carrying amount of the asset and the maximum
amount of consideration that the Company could be
Debt instruments included within the FVTPL category are required to repay.
measured at fair value with all changes recognized in the
statement of profit and loss. 2.17.1.4 Impairment of financial assets
In accordance with Ind AS 109, the Company applies
2.17.1.2.4 Equity investments Expected Credit Loss (ECL) model for measurement and
All equity investments in scope of Ind AS 109 are measured recognition of impairment loss on the following financial
at fair value. Equity instruments which are held for trading assets and credit risk exposure: Notice & Proxy
are classified as at FVTPL. For all other equity instruments,
a)
Financial assets that are debt instruments, and
the Company may make an irrevocable election to present
are measured at amortised cost e.g., loans, debt
in other comprehensive income subsequent changes in
securities, deposits, trade receivables and bank
the fair value. The Company makes such election on an
balance
instrument-by-instrument basis. The classification is made
on initial recognition and is irrevocable. b) Financial assets that are debt instruments and are
measured as at FVTOCI
In case of equity instrument classified as FVTOCI, all fair
c) Lease receivables under Ind AS 17
value changes on the instrument, excluding dividends, are
recognized in the OCI. There is no recycling of the amounts d) Trade receivables or any contractual right to receive
from OCI to statement of profit and loss, even on sale cash or another financial asset that result from
of investment. However, the Company may transfer the transactions that are within the scope of Ind AS 18
cumulative gain or loss within equity.
e)
Loan commitments which are not measured as
at FVTPL
Equity instruments included within the FVTPL category are
measured at fair value with all changes recognized in the f) Financial guarantee contracts which are not measured
statement of profit and loss. as at FVTPL
The Company follows ‘simplified approach’ for recognition the head ‘other expenses’ in the Statement of profit and
of impairment loss allowance on: loss. The balance sheet presentation for various financial
instruments is described below:
• Trade receivables
•
Financial assets measured as at amortised
• All lease receivables resulting from transactions within
cost, contractual revenue receivables and lease
the scope of Ind AS 17
receivables: ECL is presented as an allowance, i.e., as
an integral part of the measurement of those assets
The application of simplified approach does not require
in the balance sheet. The allowance reduces the
the Company to track changes in credit risk. Rather, it
net carrying amount. Until the asset meets write-off
recognises impairment loss allowance based on lifetime
criteria, the Company does not reduce impairment
ECLs at each reporting date, right from its initial
allowance from the gross carrying amount.
recognition.
• Debt instruments measured at FVTOCI: Since financial
For recognition of impairment loss on other financial assets assets are already reflected at fair value, impairment
and risk exposure, the company determines that whether allowance is not further reduced from its value.
there has been a significant increase in the credit risk since
initial recognition. If credit risk has not increased significantly, For assessing increase in credit risk and impairment loss,
12-month ECL is used to provide for impairment loss. the Company combines financial instruments on the basis
However, if credit risk has increased significantly, lifetime of shared credit risk characteristics with the objective of
ECL is used. If, in a subsequent period, credit quality of facilitating an analysis that is designed to enable significant
the instrument improves such that there is no longer a increases in credit risk to be identified on a timely basis.
significant increase in credit risk since initial recognition,
then the entity reverts to recognising impairment loss The Company does not have any purchased or originated
allowance based on 12-month ECL. credit-impaired (POCI) financial assets, i.e., financial assets
which are credit impaired on purchase/ origination.
Lifetime ECL are the expected credit losses resulting
from all possible default events over the expected life of 2.17.2 Financial liabilities
a financial instrument. The 12-month ECL is a portion of 2.17.2.1 Initial recognition and measurement
the lifetime ECL which results from default events that are Financial liabilities are classified, at initial recognition,
possible within 12 months after the reporting date. as financial liabilities at fair value through profit and
loss, loans and borrowings, payables, or as derivatives
ECL is the difference between all contractual cash flows designated as hedging instruments in an effective hedge,
that are due to the company in accordance with the as appropriate.
contract and all the cash flows that the entity expects to
receive (i.e., all cash shortfalls), discounted at the original All financial liabilities are recognised initially at fair value and,
EIR. When estimating the cash flows, an entity is required in the case of loans and borrowings and payables, net of
to consider: directly attributable transaction costs.
•
All contractual terms of the financial instrument
The Company’s financial liabilities include trade and
(including prepayment, extension, call and similar
other payables, loans and borrowings including bank
options) over the expected life of the financial
overdrafts, financial guarantee contracts and derivative
instrument. However, in rare cases when the expected
financial instruments.
life of the financial instrument cannot be estimated
reliably, then the entity is required to use the remaining
2.17.2.2 Subsequent measurement
contractual term of the financial instrument
The measurement of financial liabilities depends on their
•
Cash flows from the sale of collateral held or classification, as described below:
other credit enhancements that are integral to the
contractual terms 2.17.2.2.1 Financial liabilities at fair value through profit
and loss
As a practical expedient, the Company uses a provision Financial liabilities at fair value through profit and loss
matrix to determine impairment loss allowance on include financial liabilities held for trading and financial
portfolio of its trade receivables. The provision matrix is liabilities designated upon initial recognition as at fair value
based on its historically observed default rates over the through profit and loss. Financial liabilities are classified
expected life of the trade receivables and is adjusted for as held for trading if they are incurred for the purpose
forward-looking estimates. At every reporting date, the of repurchasing in the near term. This category also
historical observed default rates are updated and changes includes derivative financial instruments entered into by the
in the forward-looking estimates are analysed. company that are not designated as hedging instruments
in hedge relationships as defined by Ind AS 109.
ECL impairment loss allowance (or reversal) recognized
during the period is recognized as income/ expense in the Gains or losses on liabilities held for trading are recognised
statement of profit and loss. This amount is reflected under in the profit and loss.
Corporate Overview
initial date of recognition, and only if the criteria in Ind AS
109 are satisfied. For liabilities designated as FVTPL, fair 2.17.2.3 Derecognition
value gains/ losses attributable to changes in own credit A financial liability is derecognised when the obligation
risks are recognized in OCI. These gains/ loss are not under the liability is discharged or cancelled or expires.
subsequently transferred to statement of profit and loss. When an existing financial liability is replaced by another
However, the Company may transfer the cumulative gain from the same lender on substantially different terms, or the
or loss within equity. All other changes in fair value of such terms of an existing liability are substantially modified, such
liability are recognised in the statement of profit and loss. an exchange or modification is treated as the derecognition
The Company has not designated any financial liability as of the original liability and the recognition of a new liability.
at fair value through profit and loss. The difference in the respective carrying amounts is
recognised in the statement of profit and loss.
2.17.2.2.2 Loans and borrowings
This is the category most relevant to the Company. 2.17.3 Reclassification of financial assets
Statutory Reports
After initial recognition, interest-bearing loans and The Company determines classification of financial assets
borrowings are subsequently measured at amortised cost and liabilities on initial recognition. After initial recognition,
using the EIR method. Gains and losses are recognised in no reclassification is made for financial assets which are
profit and loss when the liabilities are derecognised as well equity instruments and financial liabilities. For financial
as through the EIR amortisation process. assets which are debt instruments, a reclassification is
made only if there is a change in the business model for
Amortised cost is calculated by taking into account any managing those assets. Changes to the business model
discount or premium on acquisition and fees or costs that are expected to be infrequent. The Company’s senior
are an integral part of the EIR. The EIR amortisation is management determines change in the business model as
included as finance costs in the statement of profit and loss. a result of external or internal changes which are significant
to the Company’s operations. Such changes are evident to
2.17.2.2.3 Financial guarantee contracts external parties. A change in the business model occurs
Financial guarantee contracts issued by the Company when the Company either begins or ceases to perform an
Financial Statements
are those contracts that require a payment to be made to activity that is significant to its operations. If the Company
reimburse the holder for a loss it incurs because the specified reclassifies financial assets, it applies the reclassification
debtor fails to make a payment when due in accordance prospectively from the reclassification date which is the
with the terms of a debt instrument. Financial guarantee first day of the immediately next reporting period following
contracts are recognised initially as a liability at fair value, the change in business model. The Company does not
adjusted for transaction costs that are directly attributable restate any previously recognised gains, losses (including
to the issuance of the guarantee. Subsequently, the liability impairment gains or losses) or interest.
is measured at the higher of the amount of loss allowance
The following table shows various reclassifications and how they are accounted for:
the date on which a derivative contract is entered into and 2.19 Fair value measurement
are subsequently re-measured at fair value. Derivatives are The Company measures financial instruments, such as,
carried as financial assets when the fair value is positive derivatives, foreign denominated borrowings and assets,
and as financial liabilities when the fair value is negative. forward contracts at fair value at each balance sheet date.
Any gains or losses arising from changes in the fair value of
derivatives are taken directly to profit and loss. Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
2.18.1 Fair value hedges between market participants at the measurement date.
The change in the fair value of a hedging instrument is The fair value measurement is based on the presumption
recognised in the statement of profit and loss as finance that the transaction to sell the asset or transfer the liability
costs. The change in the fair value of the hedged item takes place either:
attributable to the risk hedged is recorded as part of the
• In the principal market for the asset or liability or
carrying value of the hedged item and is also recognised in
the statement of profit and loss as finance costs. • In the absence of a principal market, in the most
advantageous market for the asset or liability
For fair value hedges relating to items carried at amortised
cost, any adjustment to carrying value is amortised through The principal or the most advantageous market must be
profit and loss over the remaining term of the hedge using accessible by the Company.
the EIR method. EIR amortisation may begin as soon as
an adjustment exists and no later than when the hedged The fair value of an asset or a liability is measured using
item ceases to be adjusted for changes in its fair value the assumptions that market participants would use
attributable to the risk being hedged. when pricing the asset or liability, assuming that market
participants act in their economic best interest.
If the hedged item is derecognised, the unamortised fair
value is recognised immediately in profit and loss. When an A fair value measurement of a non-financial asset takes into
unrecognised firm commitment is designated as a hedged account a market participant’s ability to generate economic
item, the subsequent cumulative change in the fair value benefits by using the asset in its highest and best use or by
of the firm commitment attributable to the hedged risk is selling it to another market participant that would use the
recognised as an asset or liability with a corresponding asset in its highest and best use.
gain or loss recognised in profit and loss.
The Company uses valuation techniques that are
2.18.2 Cash flow hedges appropriate in the circumstances and for which sufficient
The effective portion of the gain or loss on the hedging data are available to measure fair value, maximising the
instrument is recognised in Other Comprehensive use of relevant observable inputs and minimising the use
Income(OCI) in the cash flow hedge reserve, while any of unobservable inputs.
ineffective portion is recognised immediately in the
statement of profit and loss. All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorised
The Company uses forward currency contracts as within the fair value hierarchy, described as follows, based
hedges of its exposure to foreign currency risk in forecast on the lowest level input that is significant to the fair value
transactions and firm commitments. The ineffective portion measurement as a whole:
relating to foreign currency contracts is recognised in the
• Level 1 — Quoted (unadjusted) market prices in active
statement of profit and loss.
markets for identical assets or liabilities
Amounts recognised as OCI are transferred to statement of •
Level 2 — Valuation techniques for which the
profit and loss when the hedged transaction affects profit lowest level input that is significant to the fair value
and loss, such as when the hedged financial income or measurement is directly or indirectly observable
financial expense is recognised or when a forecast sale
•
Level 3 — Valuation techniques for which the
occurs. When the hedged item is the cost of a non-financial
lowest level input that is significant to the fair value
asset or non-financial liability, the amounts recognised as
measurement is unobservable
OCI are transferred to the initial carrying amount of the
non-financial asset or liability.
For assets and liabilities that are recognised in the
financial statements on a recurring basis, the Company
If the hedging instrument expires or is sold, terminated
determines whether transfers have occurred between
or exercised without replacement or rollover (as part of
levels in the hierarchy by re-assessing categorisation
the hedging strategy), or if its designation as a hedge is
(based on the lowest level input that is significant to the
revoked, or when the hedge no longer meets the criteria for
fair value measurement as a whole) at the end of each
hedge accounting, any cumulative gain or loss previously
reporting period.
recognised in OCI remains separately in equity until the
forecast transaction occurs or the foreign currency firm
commitment is met.
Corporate Overview
the nature, characteristics and risks of the asset or liability dividing the profit for the year attributable to equity holders
and the level of the fair value hierarchy as explained above. of the company by the weighted average number of equity
shares outstanding during the year.
2.20 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise Diluted EPS amounts are calculated by dividing the
cash at banks and on hand and short-term deposits with profit attributable to equity holders of the company after
an original maturity of three months or less, which are adjusting impact of dilution shares by the weighted average
subject to an insignificant risk of changes in value. number of equity shares outstanding during the year plus
the weighted average number of equity shares that would
For the purpose of the statement of cash flows, cash and be issued on conversion of all the dilutive potential equity
cash equivalents consist of cash and short-term deposits, shares into equity shares.
as defined above, net of outstanding bank overdrafts as
they are considered an integral part of the Company’s 2.24 Segment Reporting
Statutory Reports
cash management. Based on "Management Approach" as defined in Ind AS
108 -Operating Segments, the Executive Management
2.21 Dividend distribution to equity holders Committee evaluates the Company's performance and
The Company recognises a liability to make cash to equity allocates the resources based on an analysis of various
holders of the Company when the distribution is authorised performance indicators by business segments.
and the distribution is no longer at the discretion of the
Company. As per the corporate laws in India, a distribution The Company prepares its segment information in
is authorised when it is approved by the shareholders. conformity with the accounting policies adopted for
A corresponding amount is recognised directly in equity. preparing and presenting the financial statements of the
Company as a whole.
2.22 Foreign currencies
The Company’s financial statements are presented in `, 2.25 Contingent liabilities and assets
which is also the Company’s functional currency. A contingent liability is a possible obligation that arises
Financial Statements
from past events whose existence will be confirmed by the
Transactions in foreign currencies are initially recorded by occurrence or non—occurrence of one or more uncertain
the Company at ` spot rate at the date the transaction future events not wholly within the control of the Company
first qualifies for recognition. Monetary assets and or a present obligation that is not recognized because it is
liabilities denominated in foreign currencies are translated not probable that an outflow of resources will be required
at the functional currency spot rates of exchange at the to settle the obligation. A contingent liability also arises in
reporting date. extremely rare cases where there is a liability that cannot
be recognized because it cannot be measured reliably.
Exchange differences arising on settlement or translation of The Company does not recognize a contingent liability but
monetary items are recognised in profit and loss. discloses its existence in the financial statements.
Non-monetary items that are measured in terms of A contingent assets is not recognised unless it becomes
historical cost in a foreign currency are translated using virtually certain that an inflow of economic benefits will
the exchange rates at the dates of the initial transactions. arise. When an inflow of economic benefits is probable, Notice & Proxy
Non-monetary items measured at fair value in a foreign contingent assets are disclosed in the financial statements.
currency are translated using the exchange rates at the Contingent liabilities and contingent assets are reviewed at
date when the fair value is determined. The gain or loss each balance sheet date.
arising on translation of non-monetary items measured at
fair value is treated in line with the recognition of the gain or
loss on the change in fair value of the item (i.e., translation
differences on items whose fair value gain or loss is
recognised in OCI or profit and loss are also recognised in
OCI or profit and loss, respectively).
128
Refer note 2.9 for accounting policy on Property, plant and equipment
(` in lacs)
Leasehold Buildings Plant and Plant and Furniture Capital
Freehold Office
Particulars land (Financial (refer foot equipment equipment and Vehicles work in Total
land equipments
lease) note 1 & 8) (Owned) (Leased) fixtures progress
Gross carrying amount
As at April 1, 2017** 41,723 5,391 32,237 1,73,105 36 1,138 524 1,642 4,877 2,60,673
Additions 6,731 - 771 14,882 - 223 86 115 33,178 55,986
Disposals - - (184) (1,585) (2) (11) (7) (393) - (2,182)
Transfers/ capitalised - - - - - - - - (22,808) (22,808)
Adjustments during the year* - - - 613 - 13 - (450) - 176
As at March 31, 2018 48,454 5,391 32,824 1,87,015 34 1,363 603 914 15,247 2,91,845
Corporate Overview
Finance cost 33 3,156 459
Professional and consultancy charges 35 238 309
Miscellaneous expenses 35 2,782 66
Employee benefit expenses 32 1,356 468
Travelling and conveyance 35 512 67
Total 8,044 1,369
3. As a part of ongoing expansion project at Halol-Phase III, during the year the Company has capitalised and commissioned assets of ` 33,819 lacs (March 31, 2018
` 79 lacs). This has resulted in the installed capacity as on March 31, 2019 to 35 MT per day (March 31, 2018 Nil). The planned expansion of 208 MT per day is
expected to be commissioned, in phases.
4. At the Nagpur plant of the Company has capitalised and commissioned the assets of ` 7,409 lacs (March 31, 2018 ` 5,067 lacs). This has resulted in the installed
capacity as on March 31, 2019 to 114 MT per day (March 31, 2018 91 MT per day). The additional planned expansion of 140 MT per day is under construction
and expected to be commissioned, in phases.
5. As a part of ongoing green field project at Chennai, during the year the Company has capitalised and commissioned the assets of ` 7,233 lacs (March 31, 2018
` 6,731 lacs). The planned capacity of 252 MT per day is expected to be commissioned in phases.
6. The amount of borrowing cost capitalised during the year ended March 31, 2019 is ` 3,156 lacs (March 31, 2018: ` 459 lacs). The rates used to determine the
Statutory Reports
amount of borrowing cost eligible for capitalisation was in range of 7.4% to 8.9% (March 31, 2018: 7.79%) which is the effective interest rate of specific borrowings.
7. Refer note 20 and 24 for details on pledges and securities.
8. The Company has classified building having net block of ` 44 lacs (March 31, 2018: Nil) as assets held-for-sale (Refer note 2.8 for accounting policy on Non-current
assets held for sale)
Financial Statements
Disposals - - - - -
Adjustments during the year* (176) - - - (176)
As at March 31, 2018 2,674 4,404 704 1,426 9,208
Additions 665 - - 107 772
Disposals - - - - -
As at March 31, 2019 3,339 4,404 704 1,533 9,980
Accumulated amortization
As at April 1, 2017 950 529 83 60 1,622
Amortization during the year 690 265 41 213 1,209
Disposals - - - - -
Adjustments during the year* (167) - - - (167)
As at March 31, 2018 1,473 794 124 273 2,664
Amortization during the year 723 265 41 230 1,259
Notice & Proxy
Disposals - - - - -
As at March 31, 2019 2,196 1,059 165 503 3,923
Net book value
As at March 31, 2018 1,201 3,610 580 1,153 6,544
As at March 31, 2019 1,143 3,345 539 1,030 6,057
*Adjustments include regrouping of certain assets into other class of assets (Refer note 3)
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Intangible assets 6,057 6,544
Intangible assets under development 3,055 939
1. In an earlier year, the Company has acquired global rights of “CEAT” brand from the Italian tyre maker, Pirelli. Prior to the said acquisition,
the Company was the owner of the brand in only a few Asian countries including India. With the acquisition of the brand which is renowned
worldwide, new and hitherto unexplored markets are accessible to the Company. The Company will be in a position to fully exploit the export
market resulting in increased volume and price realization. Therefore, the management believes that the Brand will yield significant benefits for a
period of at least twenty years.
2. The Company has acquired technical know-how and assistance from International Tire Engineering Resources LLC, for setting up of Halol
Note 5: Investments
Note 5(a): Investments in subsidiaries and associate
Refer note 2.5 for accounting policy on Investments in subsidiaries and associate
(` in lacs)
As at As at
Particulars Face Value
March 31, 2019 March 31, 2018
Non-current
Unquoted equity shares (at cost) (Non trade)
Investment in subsidiaries
1,00,00,000 (March 31, 2018: 1,00,00,000) equity shares of Associated CEAT Holdings
10 LKR 4,358 4,358
Company (Pvt) Limited.
10,49,99,994 (March 31, 2018: 10,49,99,994) equity shares of CEAT AKKHAN Limited 10 Taka 3,717 3,717
94,16,350 (March 31, 2018: 94,16,350) equity shares of Rado Tyres Limited `4 9 9
2,10,50,000 (March 31, 2018: 1,80,50,000) equity shares of CEAT Specialty Tyres Limited
` 10 21,005 18,005
(refer note 49 for Events after the reporting period)
Investment in associates (at cost)
100 (March 31, 2018: 100) equity shares of Tyresnmore Online Private Limited `1 1 1
Unquoted preference shares (Non trade)
Investment in subsidiaries (at amortised cost)
15,10,000 (March 31, 2018: 15,10,000) 12.5% cumulative redeemable preference shares of
` 100 1,510 1,510
Rado Tyres Limited
Investment in associate (at cost classified as equity)
63,596 (March 31, 2018: 50,855) 0.001% compulsory convertible preference shares of
`1 699 399
Tyresnmore Online Private Limited
Total (a) 31,299 27,999
Corporate Overview
Country of equity interest
Name and principal business
Incorporation As at As at
March 31, 2019 March 31, 2018
TYRESNMORE Online Pvt Ltd - Trading of tyres, tubes and flaps India 36.96* 31.93*
*Includes compulsory convertible preference shares (potential voting right)
Note 6: Loans
Refer note 2.17 for accounting policy on Financial instruments
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Non current (at amortised cost)
Secured, considered good
Statutory Reports
Security deposits 407 298
Unsecured, considered good
Security deposits 1 6
Unsecured, considered doubtful
Security deposits 121 128
Less: Allowance for doubtful deposits (121) (128)
Total 408 304
Notes:
a) No loans are due from directors or promoters of the company either severally or jointly with any person
b) Refer note 45 of information about fair value measurement and note 47(d) for information about liquidity risk relating to loans
Financial Statements
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Non current (at amortised cost)
Unsecured, considered good
Note 9: Inventories
(At cost or net realisable value, whichever is lower)
Refer note 2.13 for accounting policy on Inventories
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
a) Raw materials 34,024 27,762
Goods in transit 3,263 8,114
37,287 35,876
b) Work-in-progress 3,273 2,933
c) Finished goods 51,751 32,215
d) Stock in trade 713 1,118
Goods in transit 116 162
829 1,280
e) Stores and spares 3,374 3,142
Goods in transit 1 50
3,375 3,192
Total 96,515 75,496
Details of finished goods
Automotive tyres 42,576 26,867
Tubes and others 9,175 5,348
Total 51,751 32,215
Notes:
1) Cost of inventory recognised as an expense as at March 31, 2019 includes ` 1,292 lacs (March 31, 2018 ` 808 lacs) of write down in net realisable value with
respect to slow moving stock as per Company's policy.
2) Loans are secured by first pari passu charge on stock (includes raw materials, finished goods and work in progress) and book debts (refer note 20 and 24)
Corporate Overview
March 31, 2019 March 31, 2018
Break-up for security details
Secured, considered good (refer foot note a) 23,549 24,819
Unsecured, considered good 49,097 46,396
Doubtful 2,020 2,129
Total 74,666 73,344
Allowance for doubtful debts (2,020) (2,129)
Grant Total 72,646 71,215
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
The movement in allowance for doubtful debts is as follows:
Balance as at beginning of the year 2,129 3,291
Statutory Reports
Change in allowance for doubtful debts during the year 20 335
Trade receivables written off during the year (129) (1,497)
Balance as at end of the year 2,020 2,129
Notes:
a) These debts are secured to the extent of security deposit obtained from the dealers
b) No trade receivables are due from directors or other officers of the company either severally or jointly with any other person nor any trade or
other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member other than
those disclosed in note 42.
c) For terms and conditions relating to related party receivables, refer note 42.
d) Trade receivables are non-interest bearing within the credit period which is generally 30 to 60 days.
e) Refer note 47(c) for informatiom about credit risk of Trade receivables.
f) The Company has entered into an arrangement to sell it receivable to third parties on without recourse to the Company. The Company
has derecognised trade receivables of ` 4,894 lacs from the books. The Company has transferred substantially all the risks and
rewards of the asset.
Financial Statements
Note 12: Cash and cash equivalents
Refer note 2.20 for accounting policy on cash and cash equivalents
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Balances with Banks
On current accounts 764 260
On remittance in transit 4,661 6,702
Cash on hand 1 2
Cash and cash equivalent as per statement of cash flow 5,426 6,964
Notes:
a) Refer note 47(d) for information about liquidity risk relating to cash and cash equivalents.
Note 13: Bank balances other than cash and cash equivalents
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Balances held for unclaimed public fixed deposit and interest thereon (refer foot note a) 105 112
Balances unclaimed dividend accounts (refer foot note b) 443 225
Total 548 337
Notes:
a) These balances are available for use only towards settlement of matured deposits and interest on deposits. Also includes ` 0.20 lacs (March 31, 2018 ` 0.20 lacs)
outstanding for a period exceeding seven years, in respect of which a Government agency has directed the Company to hold.
b) These balances are available for use only towards settlement of corresponding unpaid dividend liabilities.
c) Refer note 47(d) for information about liquidity risk relating to bank balances other than cash and cash equivalents.
Corporate Overview
Authorised share capital
Numbers ` in lacs Numbers ` in lacs Numbers ` in lacs
At April 1, 2017 4,61,00,000 4,610 39,00,000 390 1,00,00,000 1,000
Increase / (decrease) during the year - - - - - -
At March 31, 2018 4,61,00,000 4,610 39,00,000 390 1,00,00,000 1,000
Increase / (decrease) during the year - - - - - -
At March 31, 2019 4,61,00,000 4,610 39,00,000 390 1,00,00,000 1,000
Statutory Reports
At March 31, 2019 (refer foot note a) 4,04,50,780 4,045
Financial Statements
The Company has only one class of equity shares having face value of `10 per share. Each holder of equity shares is entitled to
one vote per equity share. Dividend is recommended by the Board of Directors and is subject to the approval of the members
at the ensuing Annual General Meeting except interim dividend. The Board of Directors have a right to deduct from the dividend
payable to any member, any sum due from him to the Company.
In the event of winding-up, the holders of equity shares shall be entitled to receive remaining assets of the Company after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.
The shareholders have all other rights as available to equity shareholders as per the provision of the Companies Act, applicable
in India read together with the Memorandum of Association and Articles of Association of the Company, as applicable.
d)
As per the records of the Company as at March 31, 2019 no calls remain unpaid by the directors and officers of the company.
e) he Company has not issued any equity shares as bonus for consideration other than cash and has not bought back any
T
shares during the period of 5 years immediately preceeding March 31, 2019.
a) Securities premium
Amount received on issue of shares in excess of the par value has been classified as security share premium.
(` in lacs)
At April 1, 2017 56,703
At March 31, 2018 56,703
At March 31, 2019 56,703
b) Capital reserve
Capital reserve includes profit on amalgamation of entities.
(` in lacs)
At April 1, 2017 1,177
At March 31, 2018 1,177
At March 31, 2019 1,177
Corporate Overview
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items
included in the general reserve will not be reclassified subsequently to statement of profit and loss.
(` in lacs)
At April 1, 2017 20,177
At March 31, 2018 20,177
Add: Transfer from debenture redemption reserve during the year (refer foot note 1) 5,001
At March 31, 2019 25,178
g) Retained earnings
(` in lacs)
As at April 1, 2017 1,45,031
Profit for the year 27,872
Other comprehensive income 682
Statutory Reports
Payment of dividend (refer note 19) (4,652)
Payment of Dividend Distribution Tax (DDT) (refer note 19) (553)
Transfer to debenture redemption reserve (1,667)
As at March 31, 2018 1,66,713
Profit for the year 28,891
Other comprehensive income (519)
Payment of dividend (refer note 19) (4,652)
Payment of Dividend Distribution Tax (DDT) (refer note 19) (829)
As at March 31, 2019 1,89,604
Notes:
1) During the current year, the Company has prepaid its non-convertible debentures amounting to ` 20,000 lacs on July 31, 2018 and accordingly, the balance
of debenture redemption reserve has been transferred to general reserve.
Financial Statements
Note 19: Distribution made and proposed
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Cash dividend on equity shares declared and paid
Final dividend for the year ended on March 31, 2018: ` 11.50 per share (March 31, 2017: ` 11.50 per share) 4,652 4,652
Dividend Distribution Tax (DDT) on final dividend 829 553
Total 5,481 5,205
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Proposed dividend on equity shares
Final cash dividend for the year ended on March 31, 2019: ` 12 per share (March 31, 2018 ` 11.50 per share) 4,854 4,652 Notice & Proxy
Dividend distribution tax (DDT) on proposed dividend 998 956
Total 5,852 5,608
Proposed dividend on equity shares which are subject to approval at the annual general meeting are not recognised as a liability
(including Dividend Distribution Tax thereon) in the year in which it is proposed.
During the year ended March 31, 2019, the Company has paid dividend to its shareholders. This has resulted in payment of
Dividend Distribution Tax (DDT) to the taxation authorities. The Company believes that DDT represents additional payment to
taxation authority on behalf of the shareholders. Hence, DDT paid is charged to equity.
Notes to Borrowings:
1 Non-Convertible Debentures (NCD) Nil (March 31, 2018: 4 Term Loan from HDFC Bank ` 17,300 lacs as on March 31,
` 20,000 lacs) allotted on July 31, 2015 on private 2019 (March 31, 2018: Nil) is secured by first pari passu
placement basis was pre-paid in full including interest charge over the fixed and movable assets. It is payable
thereon during the year. It was secured by a first pari passu in 12 equal quarterly installments payable after 2 years
charge over the movable assets (except current assets) of Moratorium.
and immovable assets of the Company situated at the
Nasik Plant. It carried interest of 8.70% p.a at the time 5 Term Loan from Kotak Mahindra Bank Limited ` 30,000
of repayment. lacs as on March 31, 2019 (March 31, 2018: Nil) is secured
by first pari passu charge over the Company's movable
2 Term Loan from Citibank N.A. ` 21,500 lacs as on March 31,
and immovable assets situated at Halol, Nagpur & Chennai
2019 (March 31, 2018: Nil) is secured by pari passu charge
Plant. It is payable as under:
over the fixed and movable assets. It is payable as under:
Repayment
Repayment Year Schedule of Payment
Year Schedule of Payment Schedule (In %)
Schedule (In %)
2021 - 22 2.50%
2021 - 22 20.00% To be repaid in 3 annual
2022 - 23 10.00% To be repaid in 28
2022 - 23 30.00% installments at the end of 3rd, structured quarterly
4th & 5th year 2023 - 24 11.50%
2023 - 24 50.00% instalments commencing
2024 - 25 16.00%
(March 2022) after 3 years
2025 - 26 16.00% of moratorium from first
3 Term Loan from Citicorp Finance India Limited ` 8,500 lacs 2026 - 27 16.00% dradown date (December
as on March 31, 2019 (March 31, 2018: Nil) is secured by 2027 - 28 16.00% 2018)
pari passu charge over the fixed and movable assets. It is 2028 - 29 12.00%
payable as under:
Repayment 6 Term Loan from Bank of Baroda ` 20,000 lacs as on
Year Schedule of Payment
Schedule (In %) March 31, 2019 (March 31, 2018: Nil) is secured by first
2021 - 22 20.00% To be repaid in 3 annual pari passu charge over the fixed assets of the Company's
2022 - 23 30.00% installments at the end of 3rd, movables and immovables situated at Halol, Nagpur &
2023 - 24 50.00% 4th & 5th year
Chennai Plant. It is payable as under:
Corporate Overview
2022 - 23 5.00%
disbursement. The long-term buyer’s credit carries interest
2023 - 24 5.00% To be repaid in 28 structured
quarterly instalments in the range of 12 months LIBOR plus 42 bps p.a. to 12
2024 - 25 15.00%
commencing (June 2022) after months LIBOR plus 60 bps p.a. and 6 months LIBOR plus
2025 - 26 15.00% 42 bps p.a. to 6 months LIBOR plus 78 bps p.a.
3 years of moratorium from
2026 - 27 20.00% first dradown date (March
2027 - 28 20.00% 2019) Unsecured long-term borrowings (includes non-
2028 - 29 20.00% current portion and current maturities)
*Indian rupee loan from Banks, carries floating interest rate ranging from 9 Public deposits included under the long-term borrowings
7.79% p.a. to 9.25% p.a. The Company is in the process of creating were pre-paid in full including interest thereon on
security against these loans.
September 30, 2016.
7 Long-term buyer’s credit is secured by first pari passu
10 Interest-free deferred sales tax is repayable in ten equal
charge on all movable assets (excluding current assets)
annual installment commencing from April 26, 2011 and
and immovable assets of the Company situated at Halol
ending on April 30, 2025.
Statutory Reports
plant and second pari passu charge over the current
assets of the Company. It is repayable within 3 years from 11
Outstanding balances shown in foot notes above, are
the date of disbursement. The long-term buyer’s credit grossed up to the extent of unamortised transaction cost.
carries interest in the range of 6 months LIBOR plus 52
12 Refer note 45 of information about fair value measurement
bps p.a. to 6 months LIBOR plus 125 bps p.a.
and note 47(d) for information about liquidity risk relating
8 Long-term buyer’s credit is secured by way of first pari to borrowings.
passu charge on all movable assets (excluding current
Financial Statements
Non current
At fair value through other comprehensive income
Derivative financial instrument 315 177
At amortised cost
Deposits 146 146
Total 461 323
Notes:
a) Refer note 45 of information about fair value measurement and note 47(d) for information about liquidity risk relating to other financial liabilities.
Notes:
a) Provision for sales related obligation
A provision is recognized for expected sales related obligation on product sold during the last three years, based on past
experience of the level of returns and cost of claim. It is expected that significant portion of these costs will be incurred in the
next financial year and within three years from the reporting date. Assumptions used to calculate the provision for sales related
obligation were based on current sales levels and current information available about returns based on the three years period
for all products sold. The table below gives information about movement in provision for sales related obligation.
Movement in provision for sales related obligation (` in lacs)
As at April 1, 2017 3,386
Additions during the year 5,166
Utilised during the year (4,823)
As at March 31, 2018 3,729
Additions during the year 6,261
Utilised during the year (5,642)
As at March 31, 2019 4,348
b) Compensated absences
The Company encashes leaves of employees as per the Company's leave encashment policy. A provision has been recognised
for leave encashment liability based on the actuarial valuation of leave balance of employees as at year end.
Movement in provision for compensated absences (` in lacs)
As at April 1, 2017 2,864
Additions during the year 161
Utilised during the year (279)
As at March 31, 2018 2,746
Additions during the year 1,020
Utilised during the year (463)
As at March 31, 2019 3,303
Corporate Overview
Statement of Balance Sheet
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Non current tax assets (net)
Advance payment of tax (net of provision) 5,733 3,915
Current tax liabilities (net)
Provision for income tax (Net of advance tax) 4,377 2,867
Deferred tax liabilities (net) 20,771 17,815
Statutory Reports
Particulars 2018-19 2017-18
Tax Expense
Current tax 9,009 10,408
Deferred tax 3,077 2,686
Income tax expense reported in the statement of profit and loss 12,086 13,094
Financial Statements
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2019 and
March 31, 2018
(` in lacs)
Particulars 2018-19 2017-18
Accounting profit before tax from continuing operations 40,977 40,966
Income tax rate of 34.94% (March 31, 2018: 34.61%) 14,317 14,178
Additional deduction on Research and Development (R&D) expense (1,281) (1,168)
Income tax at special rates (128) (402)
Effect of exempt incomes - (40)
Income Tax Refund for earlier years (Net of provision for tax of earlier years) (1,505) -
Others 285 125
Non-deductible expenses for tax purposes Notice & Proxy
Depreciation on revaluation 183 187
Corporate Social Responsibility (CSR) expenses 184 185
Other non-deductible expenses 31 29
At the effective income tax rate of 29.49% (March 31, 2018: 31.96%) 12,086 13,094
Deferred tax
Deferred tax relates to the following
(` in lacs)
Balance Sheet Profit and Loss
Particulars As at As at
2018-19 2017-18
March 31, 2019 March 31, 2018
Accelerated depreciation for tax purposes (34,919) (30,751) 4,168 3,932
MAT Credit entitlement 5,764 7,245 - (1,332)
Voluntary Retirement Scheme(VRS) 1,637 1,604 (33) (652)
Allowance for doubtful debts/advances 2,021 940 (1,081) 390
Others 4,726 3,147 23 348
Deferred tax expense/(income)
(20,771) (17,815) 3,077 2,686
Net deferred tax assets/(liabilities)
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities related to income taxes levied by the same tax authority.
2 The Company had issued commercial papers (total available limit ` 35,000 lacs) at regular intervals for working capital purposes with interest ranging from 6.90%
p.a. to 8.75% p.a. The outstanding as at March 31, 2019 is ` 19,852 lacs
(March 31, 2018: Nil)
3 Refer note 47(d) for information about liquidity risk relating to borrowings.
Corporate Overview
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Dues to micro and small enterprises (refer foot note a)
Overdue - -
Not due 547 360
Other trade payables 1,00,905 81,789
Trade payables to related parties* 1,941 2,422
Total 1,03,393 84,571
Notes:
Statutory Reports
a) Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 (the MSMED Act) are given
as follows:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
i) The principal amount remaining unpaid to any supplier as at the end of each accounting year 547 360
ii) Interest due thereon remaining unpaid to any supplier as at the end of accounting year - -
iii) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the
- 12
amounts of the payment made to the supplier beyond the appointed day during each accounting year
iv) The amount of interest due and payable for the year - -
v) Amount of further interest remaining due and payable even in the succeeding years, until such
date when the interest dues as above are actually paid to the small enterprises for the purpose of - -
disallowance as a deductible expenditure under section 23 of the Act.
Financial Statements
The information disclosed above is to the extent available with the Company.
b) Trade payables are non interest bearing and normally settled on 60 to 105 days
c) Refer note 47(d) for information about liquidity risk relating to trade payables.
Notes:
a) Sale of goods includes excise duty collected from customers of Nil lacs (March 31, 2018: ` 16,891 lacs) (refer note 2.4.1).
b) The Company has recognised a government grant as income on account of Export Incentive under Merchandise Exports from India Scheme (MEIS) from
Directorate General of Foreign Trade, Government of India.
c) Previous year figure of sales related obligations have been reclassified from 'Revenue from operations' to 'Other expenses' to conform to current year's
classification.
(` in lacs)
Particulars 2018-19
India 5,96,029
Outside India 83,977
Total revenue from contracts with customers 6,80,006
Contract liabilities includes payments received in advance of performance under the contract.
Revenue recognised in the period from: (` in lacs)
Amounts included in contract liability at the beginning of the period 1,737
Performance obligations satisfied in previous periods -
The Company receives payment from customers based on a billing schedule, as established in the contracts with customers.
Trade receivable are recognised when the right to consideration becomes unconditional. Contract liability relates to payments
received in advance of performance under the contract. Contract liabilities are recognised as revenue as (or when) the Company
perform under the contract.
Corporate Overview
(` in lacs)
Particulars 2018-19
Revenue as per contracted price 6,99,565
Reductions towards variable consideration components (19,559)
Revenue from contracts with customers 6,80,006
Practical expedients
The Company has taken advantage of the following practical exemptions:
- Not to account for significant financing components where the time difference between receiving consideration and transferring
control of goods or services to its customer is one year or less;
Statutory Reports
*The cumulative effect of initially applying Ind AS 115 is recognised at the date of initial application as an adjustment to the opening balance of retained earnings.
Therefore, the comparative information was not restated and continues to be reported under Ind AS 18 (refer note 2.2.2 for changes in accounting policy).
Financial Statements
Net gain on disposal of investments* 83 1,065
Total 5,530 5,681
*Includes fair value gain/ (loss) as at March 31, 2019 amounting to Nil (March 31, 2018 ` 6 lacs)
(` in lacs)
Details of raw materials consumed 2018-19 2017-18
Rubber 2,03,292 1,87,779
Fabrics 66,000 51,751
Carbon black 63,716 49,944
Chemicals 52,504 42,610
Others 41,852 32,949
Total 4,27,364 3,65,033
Corporate Overview
(` in lacs)
Particulars 2018-19 2017-18
Conversion charges 40,315 35,468
Stores and spares consumed 5,602 4,696
Provision for obsolescence of stores and spares 74 120
Power and fuel 21,286 18,815
Freight and delivery charges 32,415 27,724
Rent for premises 693 584
Lease rent for vehicles 128 137
Rates and taxes 177 273
Insurance 418 410
Repairs and maintenance:
Machinery 5,603 5,291
Statutory Reports
Buildings 598 489
Others 50 68
Travelling and conveyance 3,489 3,231
Printing and stationery 225 268
Directors' fees (refer note 42) 53 49
Payment to auditors (refer foot note 1) 89 86
Cost audit fees 3 3
Advertisement and sales promotion expenses 16,892 14,672
Commission on sales 76 193
Communication expenses 653 899
Bad debts and advances written off 135 1,547
Allowance for bad debts written back (129) (1,497)
6 50
Financial Statements
Allowance for doubtful debts and advances 197 371
Loss on disposal of property, plant and equipment (net) 480 929
Legal charges 167 146
Foreign exchange fluctuations (net) 338 28
Professional and consultancy charges 3,160 2,747
Commission to directors (refer note 42) 438 421
Training and conference expenses 1,271 1,151
Corporate Social Responsibility (CSR) expenses (refer foot note 2) 1,051 1,071
Bank charges 320 541
Sales related obligations** 6,261 5,166
Miscellaneous expenses 13,623 10,801
Total 1,56,151 1,36,898
**Previous year figure of sales related obligations have been reclassified from 'Revenue from operations' to 'Other expenses' to conform to current year's classification. Notice & Proxy
Notes:
1) Payments to the auditor* (` in lacs)
Particulars 2018-19 2017-18
As auditor
Audit fee 54 54
Limited review 21 21
In other capacity
Other services (including certification fees) 10 8
Reimbursement of expenses 4 3
Total payment to auditor 89 86
(` in lacs)
In cash Yet to be paid Total
Particulars
in cash
c) Amount spent during the year ended on March 31, 2018
i) Construction/acquisition of any asset - - -
ii) On purposes other than (i) above 1,071 - 1,071
Total 1,071 - 1,071
Notes:
a) The company does not carry any provisions for Corporate social responsibility expenses for current year and previous year.
The above expenditure of research and development has been determined on the basis of information available with the Company
and as certified by the management.
Basic Earnings per share (EPS) amounts are calculated by dividing profit for the year attributable to equity holders of the Company
by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on
conversion of all the dilutive potential equity shares into equity shares.
Corporate Overview
(` in lacs)
Particulars 2018-19 2017-18
Profit after tax for calculation of basic and diluted EPS 28,891 27,872
Weighted average number of equity shares (face value per share `10) in calculating basic EPS
4,04,50,092 4,04,50,092
and diluted EPS
Basic earnings per share (of face value of ` 10 each) 71.42 68.90
Diluted earnings per share (of face value of ` 10 each) 71.42 68.90
Note 39: Significant accounting judgements, b) Defined benefit plans (gratuity benefits)
estimates and assumptions The Company’s obligation on account of gratuity,
The preparation of the financial statements requires management compensated absences and present value of gratuity
to make judgements, estimates and assumptions that affect the obligation are determined based on actuarial valuations.
reported amounts of revenues, expenses, assets and liabilities, An actuarial valuation involves making various assumptions
Statutory Reports
and the accompanying disclosures, and the disclosure of that may differ from actual developments in the future.
contingent liabilities. Uncertainty about these assumptions and These include the determination of the discount rate,
estimates could result in outcomes that require an adjustment future salary increases and mortality rates. Due to the
to the carrying amount of assets or liabilities in future periods. complexities involved in the valuation and its long-term
Difference between actual results and estimates are recognised nature, these liabilities are highly sensitive to changes in
in the periods in which the results are known / materialised. these assumptions. All assumptions are reviewed at each
reporting date.
Estimates and assumptions
The key assumptions concerning the future and other key The parameter most subject to change is the discount
sources of estimation uncertainty at the reporting date, that have rate. In determining the appropriate discount rate, the
a significant risk of causing a material adjustment to the carrying management considers the interest rates of government
amounts of assets and liabilities within the next financial year, are bonds in currencies consistent with the currencies of the
described below. The Company has based its assumptions and post-employment benefit obligation.
Financial Statements
estimates on parameters available when the financial statements
were prepared. Existing circumstances and assumptions about
The mortality rate is based on publicly available
future developments, however, may change due to market mortality tables. Those mortality tables tend to change
changes or circumstances arising that are beyond the control only at interval in response to demographic changes.
of the Company. Such changes are reflected in the assumptions Increase in future salary and gratuity is based on expected
when they occur. future inflation rates.
Corporate Overview
(` in lacs)
Sr.
Particulars 2018-19 2017-18
No.
1 Fair value of plan assets as at April 1 9,667 8,526
2 Expected return on plan assets 724 580
3 Contributions made 5 1,068
4 Benefits paid (1,058) (600)
5 Return on plan assets, excluding amount recognised in net interest expense (89) 93
6 Fair value of plan assets as at March 31 9,249 9,667
Statutory Reports
2 In Other Comprehensive Income 798 (1,043)
3 Total Expenses recognised during the period 1,401 (365)
Financial Statements
Sr.
Particulars 2018-19 2017-18
No.
1 Remeasurement arising from changes in financial assumptions - (526)
2 Remeasurement arising from changes in experience variance 709 (424)
3 Return on plan assets, excluding amount recognized in net interest expense 89 (93)
4 Components of defined benefit costs recognized in other comprehensive income 798 (1,043)
viii) The major categories of Plan Assets as a percentage of the Fair Value of Plan Assets are as follows
As at As at
Particulars
March 31, 2019 March 31, 2018
Investment with Insurer 100% 100%
ix)
The principal assumptions used in determining Salary Escalation Risk
gratuity and leave encashment for the Company’s The present value of the defined benefit plan is calculated
plan are shown below with the assumption of salary increase rate of plan
Description of Risk Exposures participants in future. Deviation in the rate of increase of
Valuations are performed on certain basic set of salary in future for plan participants from the rate of increase
predetermined assumptions and other regulatory frame in salary used to determine the present value of obligation
work which may vary over time. Thus, the Company is will have a bearing on the plan's liability.
exposed to various risks in providing the above gratuity
benefit which are as follows: Demographic Risk
The Company has used certain mortality and attrition
Interest Rate risk assumptions in valuation of the liability. The Company is
The plan exposes the Company to the risk of fall in interest exposed to the risk of actual experience turning out to be
rates. A fall in interest rates will result in an increase in the worse compared to the assumption.
ultimate cost of providing the above benefit and will thus
result in an increase in the value of the liability (as shown in Regulatory Risk
financial statements). Gratuity benefit is paid in accordance with the requirements
of the Payment of Gratuity Act, 1972 (as amended from time
Liquidity Risk to time). There is a risk of change in regulations requiring
This is the risk that the Company is not able to meet the higher gratuity payouts (e.g. Increase in the maximum limit
short-term gratuity payouts. This may arise due to non- on gratuity in the previous year to ` 20 lacs).
availability of enough cash / cash equivalent to meet the
liabilities or holding of illiquid assets not being sold in time. Asset Liability Mismatching or Market Risk
The duration of the liability is longer compared to duration
of assets, exposing the Company to market risk for
volatilities/fall in interest rate.
Investment Risk
The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority and other relevant
factors, such as supply and demand in the employment market.
The sensitivity analysis below have been determined based on reasonably possible change of the assumptions occurring at the end
of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Defined Benefit Obligation (Base) 10,281 9,301
Corporate Overview
(` in lacs)
2018-19 2017-18
Particulars
Decrease Increase Decrease Increase
Discount Rate (- / + 1%) 11,048 9,603 10,069 8,628
(% change compared to base due to sensitivity) 7.5% (6.6%) 8.3% (7.2%)
Salary Growth Rate (- / + 1%) 9,595 11,043 8,620 10,064
(% change compared to base due to sensitivity) (6.7%) 7.4% (7.3%) 8.2%
Attrition Rate (- / + 50% of attrition rates) 10,261 10,286 9,267 9,319
(% change compared to base due to sensitivity) (0.2%) 0.1% (0.4%) 0.2%
Mortality Rate (- / + 10% of mortality rates) 10,279 10,280 9,300 9,301
(% change compared to base due to sensitivity) 0.0% 0.0% 0.0% 0.0%
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation
as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
Statutory Reports
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance
Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets
arising as a result of such valuation is funded by the Company.
The Company’s best estimate of contribution during the next year is ` 1,655 lacs.
The weighted average duration (based on discounted cash flows) of defined benefit obligation is 7 years.
The following payments are expected contributions to the defined benefit plan in future years:
(` in lacs)
As at As at
Particulars
Financial Statements
March 31, 2019 March 31, 2018
Within the next 12 months (next annual reporting period) 1,676 1,128
Between 2 and 5 years 4,210 3,657
Between 6 and 10 years 4,839 4,558
Beyond 10 years 9,241 9,925
Total expected payments 19,966 19,268
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate
is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes
payment of all gratuity outflows happening during the year (subject to sufficiency of funds under the policy). The policy, thus,
mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of
liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should
result in an increase in liability without corresponding increase in the asset).
Notice & Proxy
Note 41: Commitments and contingencies
a. Leases
Refer note 2.12 for accounting policy on Leases
Lease rental on the said lease of ` 128 Lacs (March 31, 2018 ` 137 Lacs) has been charged to Statement of Profit and Loss.
Future minimum rentals payable under non-cancellable operating leases as at March 31, 2019 are, as follows:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Within one year 75 62
After one year but not more than five years 151 104
More than five years - -
b. Contingent Liabilities
Refer note 2.25 for accounting policy on Contingent liabilities and assets
(to the extent not provided for)
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
1. Direct and indirect taxation matters*
Income tax 911 4,317
Wealth tax - 7
Excise duty / Service tax 7,083 6,633
Sales tax 5,345 5,193
Bills discounted with banks 10,586 8,052
c. Commitments
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Estimated amount of contracts remaining to be executed on Capital account and not provided for (net of
1,22,572 94,137
advance payments)
d. Others of TT / TTF (Tyre and Tube / Tyre, Tube and Flap) is not
1. The Company has availed the Sales Tax Deferral pre-packaged commodity in terms of provisions of Legal
Loan and Octroi refund from the Directorate of Metrology Act, 2009. The Company has a strong case
Industries for Nasik Plant. Hence, the Company has on the ground that, the said issue has been clarified by
to take prior permission of the appropriate authority the Controller of the Legal Metrology Department vide its
for removal/transfer of any asset (falling under the letter dated May 1, 1991 that “Tyre with tube & flaps tied
above Schemes) from Nasik Plant. In case of violation with three thin polythene strips may not be treated as a
of terms & conditions, the Company is required to pre-packed commodity within the meaning of rule 2(l)
refund the entire loan/benefit along with the interest @ of the Standards of Weights and Measures (Packaged
22.50% on account of Sales Tax deferral Loan and @ Commodities), Rules, 1977”. The above clarification has
15% on account of Octroi refund. been re-affirmed vide letter dated November 16, 1992 by
the Legal Metrology authorities.
2. There are numerous interpretative issues relating to
the Supreme Court (SC) judgement on Provident Fund 2.
The Competition Commission of India (CCI) had, while
(PF) dated February 28, 2019. The Company is in the considering the representation of the All India Tyres Dealers
process of receiving further clarity on the subject. Federation (AITDF) made a prima facie finding that the
major players of tyre industry (including the Company) had
e. Material demands and disputes considered as some understanding amongst themselves, especially in
“Remote” by the Company the replacement market, as they did not pass the benefit
1. The Company has been served with a Show Cause cum of corresponding reduction in prices of major raw material
Demand Notice from the DGCEI (Directorate General of inputs for the period subsequent to the year 2011-12.
Central Excise Intelligence) Mumbai, on the ground that, CCI had, vide its order passed on June 24, 2014 under
the activity of making tyre set, i.e. inserting Tubes and Section 26(1) of the Act, directed the Office of the Director
Flaps inside the Tyres and tied up through Polypropylene General (DG) to investigate the said alleged violation of
Straps, amounts to manufacture / pre-packaged the Act.
commodity under Section 2(f)(iii) of Central Excise Act,
read with Section 2(l) of the Legal Metrology Act, 2009.
DG submitted its investigation report to CCI in
Accordingly, the authorities worked out the differential duty December 2015, based on which CCI directed the said
amounting to ` 27,421 Lacs i.e., the amount of duty already tyre manufacturers to file their suggestions/objections by
paid on the basis of transaction value and duty payable on May 5, 2016. Objections were filed as directed and the CCI
the basis of MRP under Section 4A, for the period from had also heard the tyre manufacturers in detail.
April-2011 to March-2017. The Company believes that Set
Corporate Overview
in the Madras High Court, challenging the legality of
• TYRESNMORE Online Pvt Ltd. (“TNM”) (Associate
the investigation conducted by the Director General.
Company)
The Madras High Court had initially admitted the Writ
Petition and directed the CCI to not pass any Orders till the • RPG Enterprises Limited (“RPGE”) (Directors, KMP or
disposal of the Petition. Subsequently, the Writ Petition was their relatives are interested)
dismissed on March 6, 2018. Aggrieved by the decision of
• RPG Lifesciences Limited (“RPGLS”) (Directors, KMP
the Single Judge of the Madras High Court, the above said
or their relatives are interested)
tyre manufacturer filed Appeal before the Division Bench on
March 7, 2018. On hearing the Appeal, the Division Bench •
Zensar Technologies Limited(“Zensar”) (Directors,
on March 8, 2018 directed the CCI to keep its Orders in KMP or their relatives are interested)
sealed cover till the disposal of the Appeal. The Appeal is
• Raychem RPG (Pvt.) Limited (“Raychem”) (Directors,
still pending.
KMP or their relatives are interested)
Statutory Reports
Meanwhile, few other tyre manufactures having been • KEC International Limited (“KEC”) (Directors, KMP or
aggrieved by the decision of the Single Judge of the their relatives are interested)
Madras High Court, have filed Special Leave Petition before
• Vinar Systems Pvt. Limited (“Vinar”) (Directors, KMP
the Supreme Court. The Supreme Court has admitted the
or their relatives are interested) upto May 31, 2018
Special Leave Petition and the same is now pending for
hearing. In light of the above pending Petitions before the • B.N. Elias & Co. LLP (“B.N. Elias”) (Directors, KMP or
Madras High Court and the Supreme Court, the CCI has their relatives are interested)
not passed any Orders till date. The Company’s decision
• Atlantus Dwellings & Infrastructure LLP (“Atlantus”)
to change the price is purely a business decision which
(Directors, KMP or their relatives are interested)
depends upon many factors like cost of production, brand
value perception, profit margin of each product, quality • Chattarpati Apartments LLP (“Chattarpati”) (Directors,
perception of each product in the market, demand and KMP or their relatives are interested)
supply situation of each product category and market
• Allwin Apartments LLP (“Allwin”) (Directors, KMP or
Financial Statements
potential and market shares targets of various product
their relatives are interested)
categories etc. In view of the above, Company believes
that it has a strong case hence, considered as remote." • Amber Apartments LLP (“Amber”) (Directors, KMP or
their relatives are interested)
Note 42: Related party transactions
• Khaitan & Co. (“Khaitan”) (Directors, KMP or their
a) Names of related parties and related party relationship
relatives are interested)
Related parties where control exists
• CEAT AKKHAN Limited (Subsidiary Company)
• Associated CEAT Holdings Company (Pvt.) Limited
(“ACHL”) (Subsidiary Company) • Rado Tyres Limited(“Rado”) (Subsidiary Company)
• CEAT AKKHAN Limited (Subsidiary Company) • Associated CEAT Holdings Company (Pvt.) Limited
(“ACHL”) (Subsidiary Company)
• Rado Tyres Limited(“Rado”) (Subsidiary Company)
• Artemis ventures Limited (“Artemis”) (Directors, KMP
• CEAT Specialty Tyres Limited (“CSTL”) (Subsidiary Notice & Proxy
or their relatives are interested)
Company)
• Key Management Personnel (KMP):
• CEAT Specialty Tires Inc. (Subsidiary of CSTL)
i) Mr. H. V. Goenka, Chairman
• CEAT Specialty Tyres B.V (Subsidiary of CSTL)
ii) Mr. Anant Goenka, Managing Director
Related parties with whom transactions have taken place
during the current year and previous year iii) Mr. Arnab Banerjee, Whole-time Director
• CEAT Kelani Holdings (Pvt.) Limited (“CKHL”) (Joint iv) Mr Kumar Subbiah, Chief Financial Officer
venture of ACHL)
v)
Ms. Shruti Joshi, Company Secretary upto
• Associated CEAT (Pvt.) Limited (“ACPL”) (Subsidiary June 11, 2018
of CKHL)
vi)
Ms. Vallari Gupte, Company Secretary w.e.f.
• Ceat-Kelani International Tyres (Pvt.) Limited (“CKITL”) October 25, 2018
(Subsidiary of CKHL)
vii) Mr. Paras K. Chowdhary, Independent Director
• Ceat Kelani Radials Limited (“CKRL”) (Subsidiary of
viii) Mr. Vinay Bansal, Independent Director
CKHL)
ix)
Mr. Hari L. Mundra, Non-Executive - Non
•
Asian Tyres (Pvt.) Limited (“ATPL”) (Subsidiary of
Independent Director up to January 29, 2019
CKITL)
x) Mr. Atul C. Choksey, Independent Director xiii) Ms. Punita Lal, Independent Director
xi) Mr. Mahesh S. Gupta, Independent Director xiv) Mr. S. Doreswamy, Independent Director up to
March 12, 2019
xii) Mr. Haigreve Khaitan, Independent Director
b)
The following transactions were carried out during the year with the related parties in the ordinary course of
business:
(` in lacs)
Transactions Related Party 2018-19 2017-18
ACPL (28) (25)
CKITL (28) (23)
Raychem (2) (8)
Rado (2) -
KEC (56) (51)
Amber 2 2
Reimbursement / (recovery) of expenses (net)
Zensar 9 9
RPGE 129 231
CSTL (42) (41)
Vinar - 0
RPGLS (20) (16)
Total (38) 78
Dividend income ACHL 732 1,927
ACPL 84 110
CKITL 137 113
Royalty income ATPL 82 70
CKRL 138 126
Total 441 419
ACPL 4,064 3,927
CKITL 767 502
ATPL - 24
Purchase of Traded goods
CKRL - 24
CSTL 276 -
Total 5,107 4,477
Purchase of MEIS License CSTL 116 -
CKITL 551 246
TNM 403 26
ACPL 45 131
Sales KEC 1 -
CEAT AKKHAN Limited 5,482 3,948
CSTL 23,398 21,565
Total 29,880 25,916
Conversion charges paid Rado - 17
Loan given CSTL 19,630 19,700
Repayment of loan given CSTL 18,730 19,800
Interest income on loan CSTL 405 377
TNM 300 400
Investments (including share application money) made CSTL 3,000 7,000
during the year Rado - 1,160
Total 3,300 8,560
Technical development fees received ATPL 65 -
Allwin 16 15
KEC 1 9
Amber 16 15
Rent paid on residential premises / guest house Atlantus 19 18
Chattarpati 45 43
B N Elias 21 12
Total 118 112
Corporate Overview
Raychem 95 95
KEC 496 474
CSTL 29 26
Building maintenance recovery
RPGE 96 70
RPGLS 103 101
Total 819 766
KEC 25 24
Raychem 13 12
Rent recovery on residential premises
RPGE 8 9
Total 46 45
Raychem 110 95
KEC 4,972 1,228
Statutory Reports
Purchase of capex/spares Vinar 2 86
zensar 130 -
Total 5,214 1,409
Consultancy fees paid Artemis 48 -
Legal fees paid Khaitan & Co. 45 28
License fees paid RPGE 662 630
Sale of capex/spares CKITL - 75
Total - 75
Facililty agreement recovery CSTL 2,071 1,657
Corporate guarantee commission CSTL 181 182
Financial Statements
(` in lacs)
As at As at
Transactions Related Party
March 31, 2019 March 31, 2018
ACPL 11 11
CEAT AKKHAN Limited 209 209
CKITL 27 45
Advances recoverable in cash or kind
KEC 15 6
CSTL 163 287
Total 425 558
ACPL 43 55
CKITL 60 57
Royalty receivable CKRL 66 64
ATPL 35 35
Total 204 211 Notice & Proxy
ACPL 780 1,662
Raychem 116 9
Rado 1 3
CEAT AKKHAN Limited 62 19
CKITL 132 247
Trade payables KEC - 0
Zensar 18 18
Vinar - 26
RPGE 1 17
CSTL 393 -
Total 1,503 2,001
(` in lacs)
As at As at
Transactions Related Party
March 31, 2019 March 31, 2018
CKITL 231 88
CEAT AKKHAN Limited 596 357
CSTL 7,418 1,959
CKRL 0 -
Trade receivables ACPL 26 38
RPGE 2 -
RPGLS 1 -
TNM 65 18
Total 8,339 2,460
CSTL 5,800 4,900
Loans given
Total 5,800 4,900
Capital advance net of capital creditors KEC 1,643 476
Corporate Overview
7) Mr. Paras K. Chowdhary
Commission* 6 6
Director sitting fees 6 6
Dividend 0 0
Total 12 12
8) Mr. Hari L. Mundra
Commission* 6 6
Director sitting fees 5 6
Total 11 12
9) Mr. Vinay Bansal
Commission* 6 6
Director sitting fees 8 6
Statutory Reports
Total 14 12
10) Mr. Atul C. Choksey
Commission* 6 6
Director sitting fees 4 4
Total 10 10
11) Mr. Mahesh S. Gupta
Commission* 6 6
Director sitting fees 8 8
Total 14 14
12) Mr. Haigreve Khaitan
Commission* 6 6
Director sitting fees 4 3
Total 10 9
Financial Statements
13) Ms. Punita Lal
Commission* 6 6
Director sitting fees 5 3
Total 11 9
14) Mr. S. Doreswamy
Commission* 6 6
Director sitting fees 8 8
Total 14 14
Grand Total 1,506 1,366
* Represents amount paid during the year.
The remuneration to the key managerial personnel does not include the provisions made for gratuity as it is determined on an
actuarial basis for the Company as a whole.
Managerial remuneration is computed as per the provisions of section 198 of the Companies Act, 2013. The amount outstanding
are unsecured and will be settled in cash.
i. The loan granted to CEAT Specialty Tyres limited is intended to finance their working capital requirements. The loan has been
granted via two facilities i.e. Revolving Credit Facility and Short Term Bridge Finance. Both loans are unsecured. Loan given
during the year was ` 19,630 lacs (March 31, 2018: ` 19,700 lacs). Loan repaid during the year ` 18,730 lacs (March 31, 2018:
` 19,800 lacs). The loan has been utilized for the purpose for which it was granted. Terms of both the facilities are as follows:
Maximum outstanding during the year as loan to CSTL was ` 5,900 lacs (March 31, 2018: ` 5,900 lacs).
ii. CEAT has given a corporate guarantee up to `22,800 lacs to CEAT Specialty Tyres Limited as collateral security for raising the
term loans. The outstanding guarantee as on March 31, 2019 is `22,800 lacs (March 31, 2018 ` 22,451 lacs).
(` in lacs)
As at As at
Related Party
March 31, 2019 March 31, 2018
KEC 4,258 2,326
Raychem - 0
During the year 2018-19 and 2017-18, no single external customer has generated revenue of 10% or more of the Company’s total revenue.
During the year 2018-19 and 2017-18, no single country outside India has given revenue of more than 10% of total revenue.
Corporate Overview
The Company uses derivative financial instruments such as foreign currency forward contracts to hedge foreign currency risk
arising from future transactions in respect of which firm commitments are made or which are highly probable forecast transactions.
It also uses cross currency interest rate swaps (CCIRS), Range Forwards, and Coupon only Swap (COS) to hedge interest rate and
foreign currency risk arising from variable rate foreign currency denominated loans. All these instruments are designated as hedging
instruments and the necessary documentation for the same is made as per Ind AS 109.
Cross currency Interest Rate Swaps (CCIRS) measured at fair value through OCI are designated as hedging instruments in cash flow
Statutory Reports
hedges for Foreign currency loan (Buyer’s Credit) in US Dollar.
Derivative options like Range Forwards, COS measured at Fair value through OCI are designated as hedging instruments in cash
flow hedges for Foreign currency loan (Buyer’s Credit) in US Dollar.
The foreign exchange forward contract balances vary with the level of expected foreign currency sales and purchases and changes
in foreign exchange forward rates. CCIRS has been designated as effective hedging instrument from April 1, 2016 onwards.
Financial Statements
USD 140 9,650 141 9,195 Hedge of
Foreign Currency
High probable sales
Forward Contract to buy foreign Currency USD 82 5,668 88 5,748 Hedge of foreign
currency purchase
EURO 64 4,968 0 15
USD - - 116 7,531 Hedge of Foreign
Currency Buyer's Credit
USD 694 47,991 600 39,127 Hedge of Foreign
EUR 472 36,675 437 35,113 Currency Firm
GBP 0 9 - - Commitment –
JPY 5,847 3,650 4,365 2,670 PO based hedging
Cross Currency Interest Rate Swap USD 70 4,846 342 22,292 Hedge of Foreign
EURO - - 28 2,249 Currency Buyer's Credit
Range forward to buy Foreign Currency (FC) USD - - 6 374 Hedge of Foreign Notice & Proxy
Currency Buyer's Credit
* The trade payables / short term borrowings are naturally hedged (off-set) to the extent of exposure under trade receivables / advances for respective currencies.
The terms of the foreign currency forward contracts match the terms of the expected highly probable forecast transactions. As a
result, no hedge ineffectiveness arise requiring recognition through statement of profit and loss.
The cash flow hedges as at March 31, 2019 were assessed to be highly effective and a net unrealised loss of ` 3,792 lacs, with a
deferred tax asset of ` 1,323 lacs relating to the hedging instruments, is included in OCI. Comparatively, the cash flow hedges as at
March 31, 2018 were assessed to be highly effective and a net unrealised gain of ` 1,098 lacs, with a deferred tax liability of ` 380
lacs relating to the hedging instruments, was included in OCI.
The management assessed that fair values of cash and cash equivalents, trade receivables, trade payables, loans, bank overdrafts
and other current financial assets and liabilities (except derivative financial instrument those being measured at fair value through
other comprehensive income) which are receivable/payable within one year approximate their carrying amounts largely due to the
short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The foreign exchange forward contracts used
for hedging the recognized import trade payables / export trade receivables have been valued based on the Closing spot value.
The following methods and assumptions were used to estimate the fair values:
• The fair value of quoted mutual funds are based on price quotations at the reporting date.
• The Company enters into derivative financial instruments with various counterparties, principally financial institutions with
investment grade credit ratings. The foreign exchange forward contracts used for the expected future sales/expected future
purchase have been valued using forward pricing, based on present value calculations. These values are the realisable values
which could be exchanged with the counterparty. The foreign exchange forward contracts used for the recognized export
receivables/recognized import payables have been measured using the closing currency pair spot. The forward premium
is separately amortized over the period of the forward. These values are close estimations of the fair values which could be
realised on immediate winding up of the deals. The swap contracts and the option contracts have been valued at the market
realisable values obtained from the counterparty and the same have been valued using the swap valuation / option valuation,
based on present value calculations
• The fair values of the Company’s interest-bearing borrowings and loans are determined by using DCF method using discount
rate which is the highest incremental borrowing rate for the year 2018-19.
Corporate Overview
Quantitative disclosures fair value measurement hierarchy for Assets / Liabilities as at March 31, 2019
(` in lacs)
Fair Value measurement using
Quoted prices Significant
Significant
in Active Unobservable
Total Observable
markets inputs (Level
inputs (Level 2)
(Level 1) 3)*
Financial assets
At amortised cost
Loans (Non-current) 408 - 408 -
Other financial assets (Non-current) 181 - 181 -
At fair value through profit and loss
Statutory Reports
Investment (Current)
-Investment in quoted mutual fund - - - -
Financial liabilities
At amortized cost
Borrowings (Non-current) 99,662 - 97,715 1,947
Other financial liabilities (Non-current) 86 - - 86
At fair value through other comprehensive income
Other financial liabilities (Non-current) 315 - 315 -
Other financial liabilities (Current)
-Derivative financial instrument 3,136 - 3,136 -
There have been no transfers between Level 1 and Level 2 during the period
Quantitative disclosures fair value measurement hierarchy for Assets / Liabilities as at March 31, 2018
Financial Statements
(` in lacs)
Fair Value measurement using
Quoted prices Significant
Significant
in Active Unobservable
Total Observable
markets inputs (Level
inputs (Level 2)
(Level 1) 3)*
Financial assets
At amortised cost
Loans (Non-current) 304 - 304 -
Other financial assets (Non-current) 171 - 171 -
At fair value through profit and loss
Investment (Current)
- Investment in quoted mutual fund 4,006 4,006 - -
Notice & Proxy
Financial liabilities
At amortized cost
Borrowings (Non-current) 26,294 19,956 4,512 1,826
Other financial liabilities (Non-current) 68 - - 68
At fair value through other comprehensive income
Other financial liabilities (Non-current) 177 - 177 -
Other financial liabilities (Current)
- Derivative financial instrument 4 - 4 -
There have been no transfers between Level 1 and Level 2 during the period.
*For valuation under Level 3 following assumptions were made:
a. All repayments of borrowings will happen at end of financial year and not during the year.
b. For valuation purpose we have taken rate of 9.25% which represents additional borrowing rate.
The Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management
purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. The Board of Directors
through its risk management committee reviews and agrees policies for managing each of these risks, which are summarised below.
a. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk.
Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial
instruments.
The sensitivity analysis in the following sections relate to the position as at March 31, 2019 and March 31, 2018.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates
of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of
hedge designations in place at March 31, 2019.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement
obligations and provisions.
The following assumptions have been made in calculating the sensitivity analysis:
• The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is
based on the financial assets and financial liabilities held at March 31, 2019 and March 31, 2018 including the effect of
hedge accounting
• The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges and hedges of a net
investment in a foreign subsidiary at March 31 2019 for the effects of the assumed changes of the underlying risk
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the
Company’s long-term debt obligations with floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
To manage this, the Company enters into interest rate swaps, in which it agrees to exchange, at specified intervals,
the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional
principal amount. At March 31, 2019, after taking into account the effect of interest rate swaps, approximately 22% of the
Company’s total borrowings are at a fixed rate of interest (March 31, 2018: 46%).
The following table provides a break-up of Company’s fixed and floating rate borrowing
(` in lacs)
As at As at
Related Party
March 31, 2019 March 31, 2018
Fixed rate borrowings 27,377 29,768
Floating rate borrowings 98,674 34,320
Total borrowings 1,26,051 64,088
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market
environment, showing a significantly higher volatility than in prior years.
Corporate Overview
foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the
Company’s operating activities (when revenue or expense is denominated in a foreign currency) and the Company’s net
investments in foreign subsidiaries.
The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum
6 month period for the foreign currency denominated trade payables and trade receivables. The foreign currency risk on
the foreign currency loans are mitigated by entering into Cross Currency Swaps. When a derivative is entered into for
the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged
exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows
of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated
in the foreign currency.
At March 31, 2019, the Company hedged 100% (March 31, 2018: 94%), of its foreign currency loans. This foreign
Statutory Reports
currency risk is hedged by using foreign currency forward contracts. At March 31, 2019, the Company hedged 88%
(March 31, 2018: 95%) of its foreign currency receivables/payables.
(` in lacs)
Financial Statements
Recognized net payables – USD 1.10 Mio ` +1/- 1 -11 / +11
Recognized net payable – EUR 0.8 Mio ` +1/- 1 -8 / +8
March 31, 2018
Recognized net payables – USD 0.11 Mio ` +1/- 1 -1.10 / +1.10
Recognized net receivable – EUR 0.04 Mio ` +1/- 1 + 0.36 / - 0.36
The movement in the pre-tax effect is a result of a change in the fair value of the financial asset/liability due to the exchange
rate movement. The derivatives which have not been designated in a hedge relationship act as an economic hedge and
will offset the underlying transactions when they occur. The same derivatives are not covered in the above table.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the
exposure at the end of the reporting period does not reflect the exposure during the year.
Mutual fund investments are susceptible to market price risk, mainly arising from changes in the interest rates or market
yields which may impact the return and value of such investments. However due to the very short tenor of the underlying
portfolio in the liquid schemes, these do not pose any significant price risk.
There is no material equity risk relating to the Company’s equity investments which are detailed in note 5. The Company
equity investments majorly comprises of strategic investments rather than trading purposes.
The Company’s Board of Directors has developed and enacted a risk management strategy regarding commodity price risk
and its mitigation.
c. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other
financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control
relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on 30 days to
60 days credit term. Credit limits are established for all customers based on internal rating criteria. Outstanding customer
receivables are regularly monitored. Credit risk on receivables is also mitigated by securing the same against security deposit,
letter of credit and advance payment.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number
of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The Company has no
concentration of credit risk as the customer base is widely distributed both economically and geographically.
(` in lacs)
Particulars As at March 31, 2019 As at March 31, 2018
More than 180 More than 180
Less than More than 360 Less than 180 More than 360
Ageing but less than but less than
180 days days days days
360 days 360 days
Expected loss rate 0.00% 50.00% 100.00% 0.00% 50.00% 100.00%
Gross carrying amount 72,561 170 1,935 70,983 465 1,896
Loss allowance provision - 85 1,935 - 233 1,896
Export customers are against Letter of Credit, bank guarantees, payment against documents. For open credit exports insurance
cover is taken. Generally deposits are taken from domestic debtors under replacement segment. The carrying amount and fair
value of security deposit from dealers amounts to `32,150 lacs (March 31, 2018: ` 30,376 lacs) as it is payable on demand.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2019 and March 31,
2018 is the carrying amounts as illustrated in note 6 and note 11 except for derivative financial instruments. The Company’s
maximum exposure relating to financial derivative instruments is noted in note 21 and 26.
d. Liquidity risk
The Company prepares cash flow on a daily basis to monitor liquidity. Any shortfall is funded out of short term loans. Any surplus
is invested in liquid mutual funds. The Company also monitors the liquidity on a longer term wherein it is ensured that the long
term assets are funded by long term liabilities. The Company ensures that the duration of its current assets is in line with the
current assets to ensure adequate liquidity in the 3-6 months period.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
Corporate Overview
Particulars < 1 year 1-5 years >5 years Total
Financial assets
Non-current investments - - 31,301 31,301
Current investments - - - -
Loans 5,800 408 - 6,208
Trade receivables 72,646 - - 72,646
Cash and cash equivalents 5,426 - - 5,426
Bank balances other than cash and cash equivalents 548 - - 548
Other financial assets 3,525 181 - 3,706
Total financial assets 87,945 589 31,301 1,19,835
Non current borrowings* - 59,538 40,935 1,00,473
Current borrowings 21,431 - - 21,431
Other Financial Liabilities 58,099 315 146 58,560
Statutory Reports
Trade and Other payables 1,03,393 - - 1,03,393
Total financial liabilities 1,82,923 59,853 41,081 2,83,857
* Non-current borrowings are before netting off of processing fees
Financial Statements
Other financial assets 1,193 171 - 1,364
Total financial assets 88,617 475 27,999 1,17,091
Non current borrowings* - 16,180 11,112 27,292
Current borrowings 14,364 - - 14,364
Other Financial Liabilities 57,001 177 146 57,324
Trade and Other payables 84,571 - - 84,571
Total financial liabilities 1,55,936 16,357 11,258 1,83,551
* Non-current borrowings are before netting off of processing fees
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided
by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and cash
equivalents.
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in
the financial covenants of any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019 and
March 31, 2018.
Lessees will be also required to re-measure the lease liability upon the occurrence of certain events (e.g., a change in the lease term,
a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will
generally recognise the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset.
Lessor accounting under Ind AS 116 is substantially unchanged from today’s accounting under Ind AS 17. Lessors will continue to
classify all leases using the same classification principle as in Ind AS 17 and distinguish between two types of leases: operating and
finance leases.
The Company intends to adopt these standards from April 1, 2019. The Company continues to evaluate the available transition
methods and its contractual arrangements. The Company has established an implementation team to implement Ind AS 116 and
it continues to evaluate the changes to accounting system and processes, and additional disclosure requirements that may be
necessary. The Company is currently evaluating the effect of this potential impact of Ind AS 116 on its financial statements.
Corporate Overview
have used or plan to use in their income tax filing which should be considered to compute the most likely amount or the expected
value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.
The standard permits two possible methods of transition - i) Full retrospective approach – Under this approach, Appendix C will
be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 – Accounting Policies, Changes in
Accounting Estimates and Errors, without using hindsight and ii) Retrospectively with cumulative effect of initially applying Appendix
C recognized by adjusting equity on initial application, without adjusting comparatives.
The effective date for adoption of Ind AS 12 Appendix C is annual periods beginning on or after April 1, 2019. The Company will adopt
the standard on April 1, 2019 and has decided to adjust the cumulative effect in equity on the date of initial application i.e. April 1,
2019 without adjusting comparatives. The Company is currently evaluating the effect of this amendment on the financial statements.
Statutory Reports
On March 30, 2019, Ministry of Corporate Affairs issued amendments to the guidance in Ind AS 12, ‘Income Taxes’, in connection
with accounting for dividend distribution taxes. The amendment clarifies that an entity shall recognize the income tax consequences
of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those
past transactions or events. Effective date for application of this amendment is annual period beginning on or after April 1, 2019.
The Company is currently evaluating the effect of this amendment on the financial statements.
• to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan
amendment, curtailment or settlement; and
Financial Statements
• to recognize in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even
if that surplus was not previously recognized because of the impact of the asset ceiling. Effective date for application of
this amendment is annual period beginning on or after April 1, 2019. The Company is currently evaluating the effect of this
amendment on the financial statements.
Corporate Overview
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Statutory Reports
` 4,357.46 lacs (Investment
through the Company’swholly
Amount of Investment in Associates/Joint Venture ` 700 lacs
owned subsidiary Associated CEAT
Holdings Company (Pvt) Limited)
4. Description of how there is a significant influence By holding more than 20% share By holding more than 20% share
5. Reason why the associate/joint venture is not consolidated Not Applicable Not Applicable
6. Networth attributable to Shareholding as per latest
` 136 lacs ` 17,385 lacs
audited Balance Sheet
7. Profit / Loss for the year
i. Considered in Consolidation ` (88) lacs ` 2,108 lacs
Financial Statements
ii. Not Considered in Consolidation ` (254) lacs ` 2,108 lacs
1. Names of associates or joint ventures which are yet to commence operations. - Not Applicable
2. Names of associates or joint ventures which have been liquidated or sold during the year. - Not Applicable
Corporate Overview
for the other information. The other information comprises concern and using the going concern basis of accounting unless
the information included in the Management Discussion and management either intends to liquidate the Group or to cease
Analysis, Board’s Report including Annexures to Board’s Report, operations, or has no realistic alternative but to do so.
Business Responsibility Report and Shareholder’s Information,
but does not include the consolidated Ind AS financial statements Those respective Board of Directors of the companies included
and our auditor’s report thereon. in the Group and of its associate and jointly controlled entities are
also responsible for overseeing the financial reporting process of
Our opinion on the consolidated Ind AS financial statements the Group and its associate and jointly controlled entities.
does not cover the other information and we do not express any
form of assurance conclusion thereon. Auditor’s Responsibilities for the Audit of the
Consolidated Ind AS Financial Statements
In connection with our audit of the consolidated Ind AS financial Our objectives are to obtain reasonable assurance about
statements, our responsibility is to read the other information and, whether the consolidated Ind AS financial statements as a
Statutory Reports
in doing so, consider whether such other information is materially whole are free from material misstatement, whether due to
inconsistent with the consolidated Ind AS financial statements or fraud or error, and to issue an auditor’s report that includes our
our knowledge obtained in the audit or otherwise appears to be opinion. Reasonable assurance is a high level of assurance, but
materially misstated. If, based on the work we have performed, is not a guarantee that an audit conducted in accordance with
we conclude that there is a material misstatement of this other SAs will always detect a material misstatement when it exists.
information, we are required to report that fact. We have nothing Misstatements can arise from fraud or error and are considered
to report in this regard. material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
Responsibilities of Management for the Consolidated on the basis of these consolidated Ind AS financial statements.
Ind AS Financial Statements
The Holding Company’s Board of Directors is responsible As part of an audit in accordance with SAs, we exercise
for the preparation and presentation of these consolidated professional judgment and maintain professional skepticism
Ind AS financial statements in terms of the requirements throughout the audit. We also:
Financial Statements
of the Act that give a true and fair view of the consolidated
financial position, consolidated financial performance • Identify and assess the risks of material misstatement of
including other comprehensive income, consolidated cash the consolidated Ind AS financial statements, whether due
flows and consolidated statement of changes in equity of the to fraud or error, design and perform audit procedures
Group including its associate and jointly controlled entities in responsive to those risks, and obtain audit evidence that is
accordance with the accounting principles generally accepted sufficient and appropriate to provide a basis for our opinion.
in India, including the Indian Accounting Standards (Ind AS) The risk of not detecting a material misstatement resulting
specified under section 133 of the Act read with the Companies from fraud is higher than for one resulting from error, as
(Indian Accounting Standards) Rules, 2015, as amended. fraud may involve collusion, forgery, intentional omissions,
The respective Board of Directors of the companies included in misrepresentations, or the override of internal control.
the Group and of its associate and jointly controlled entities are
responsible for maintenance of adequate accounting records in • Obtain an understanding of internal control relevant to
accordance with the provisions of the Act for safeguarding of the the audit in order to design audit procedures that are
assets of the Group and of its associate and jointly controlled appropriate in the circumstances. Under section 143(3) Notice & Proxy
entities and for preventing and detecting frauds and other (i) of the Act, we are also responsible for expressing our
irregularities; selection and application of appropriate accounting opinion on whether the Holding Company has adequate
policies; making judgments and estimates that are reasonable internal financial controls system in place and the operating
and prudent; and the design, implementation and maintenance effectiveness of such controls.
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the • Evaluate the appropriateness of accounting policies used
accounting records, relevant to the preparation and presentation and the reasonableness of accounting estimates and
of the consolidated Ind AS financial statements that give a true related disclosures made by management.
and fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose of • Conclude on the appropriateness of management’s use
preparation of the consolidated Ind AS financial statements by of the going concern basis of accounting and, based
the Directors of the Holding Company, as aforesaid. on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may
In preparing the consolidated Ind AS financial statements, the cast significant doubt on the ability of the Group and its
respective Board of Directors of the companies included in associate and jointly controlled entities to continue as a
the Group and of its associate and jointly controlled entities going concern. If we conclude that a material uncertainty
are responsible for assessing the ability of the Group and of its exists, we are required to draw attention in our auditor’s
From the matters communicated with those charged with (b) In our opinion, proper books of account as required by law
governance, we determine those matters that were of most relating to preparation of the aforesaid consolidation of the
significance in the audit of the consolidated Ind AS financial financial statements have been kept so far as it appears
statements for the financial year ended March 31, 2019 and from our examination of those books and reports of the
are therefore the key audit matters. We describe these matters other auditors;
in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare (c)
The Consolidated Balance Sheet, the Consolidated
circumstances, we determine that a matter should not be Statement of Profit and Loss including the Statement of
communicated in our report because the adverse consequences Other Comprehensive Income, the Consolidated Cash
of doing so would reasonably be expected to outweigh the Flow Statement and Consolidated Statement of Changes in
public interest benefits of such communication. Equity dealt with by this Report are in agreement with the
books of account maintained for the purpose of preparation
of the consolidated Ind AS financial statements;
Corporate Overview
under Section 133 of the Act, read with Companies (Indian position of the Group, associate and jointly controlled
Accounting Standards) Rules, 2015, as amended; entities in its consolidated Ind AS financial statements –
Refer Note 24 and Note 47(b) to the consolidated Ind AS
(e) On the basis of the written representations received from the financial statements;
directors of the Holding Company as on March 31, 2019
taken on record by the Board of Directors of the Holding ii. Provision has been made in the consolidated Ind AS
Company and the reports of the statutory auditors who are financial statements, as required under the applicable
appointed under Section 139 of the Act, of its subsidiary law or accounting standards, for material foreseeable
companies and associate, none of the directors of the losses, if any, on long-term contracts including derivative
Group’s companies and its associate incorporated in India is contracts – Refer Note 23, 28 and 56 to the consolidated
disqualified as on March 31, 2019 from being appointed as Ind AS financial statements in respect of such items as it
a director in terms of Section 164 (2) of the Act; relates to the Group, its associate and jointly controlled
entities;
Statutory Reports
(f) With respect to the adequacy and the operating effectiveness
of the internal financial controls over financial reporting with iii.
There has been no delay in transferring amounts,
reference to these consolidated Ind AS financial statements of required to be transferred, to the Investor Education
the Holding Company, its subsidiary companies incorporated and Protection Fund by the Holding Company, its
in India, refer to our separate Report in “Annexure 1” to subsidiaries and associate incorporated in India during
this report; the year ended March 31, 2019.
Financial Statements
read with Schedule V to the Act; per Vinayak Pujare
Partner
(h)
With respect to the other matters to be included in Membership Number: 101143
the Auditor’s Report in accordance with Rule 11 of the Place: Mumbai
Companies (Audit and Auditors) Rules, 2014, as amended, Date: May 7, 2019
in our opinion and to the best of our information and
according to the explanations given to us and based on the
consideration of the report of the other auditors on separate
financial statements as also the other financial information of
the subsidiaries, associate and jointly controlled entities as
noted in the ‘Other matter’ paragraph:
Report on the Internal Financial Controls under We believe that the audit evidence we have obtained and the
Clause (i) of Sub-section 3 of Section 143 of the audit evidence obtained by the other auditors in terms of their
Companies Act, 2013 (“the Act”) reports referred to in the Other Matters paragraph below, is
In conjunction with our audit of the consolidated Ind AS financial sufficient and appropriate to provide a basis for our audit opinion
statements of CEAT Limited as of and for the year ended on the internal financial controls over financial reporting with
March 31, 2019, we have audited the internal financial controls reference to these consolidated Ind AS financial statements.
over financial reporting of CEAT Limited (hereinafter referred to
as the “Holding Company”) and its subsidiary companies, which Meaning of Internal Financial Controls over Financial
are companies incorporated in India, as of that date. Reporting with Reference to these Consolidated Ind
AS financial statements
Management’s Responsibility for Internal Financial A Company’s internal financial control over financial reporting
Controls with reference to these consolidated Ind AS financial statements
The respective Board of Directors of the Holding Company and is a process designed to provide reasonable assurance
its subsidiary companies, which are companies incorporated regarding the reliability of financial reporting and the preparation
in India, are responsible for establishing and maintaining of financial statements for external purposes in accordance
internal financial controls based on the internal control over with generally accepted accounting principles. A Company’s
financial reporting criteria established by the Holding Company internal financial control over financial reporting with reference to
considering the essential components of internal control stated these consolidated Ind AS financial statements includes those
in the Guidance Note on Audit of Internal Financial Controls policies and procedures that (1) pertain to the maintenance of
Over Financial Reporting issued by the Institute of Chartered records that, in reasonable detail, accurately and fairly reflect
Accountants of India. These responsibilities include the design, the transactions and dispositions of the assets of the Company;
implementation and maintenance of adequate internal financial (2) provide reasonable assurance that transactions are recorded
controls that were operating effectively for ensuring the orderly as necessary to permit preparation of financial statements in
and efficient conduct of its business, including adherence to the accordance with generally accepted accounting principles, and
respective Company’s policies, the safeguarding of its assets, that receipts and expenditures of the Company are being made
the prevention and detection of frauds and errors, the accuracy only in accordance with authorisations of management and
and completeness of the accounting records, and the timely directors of the Company; and (3) provide reasonable assurance
preparation of reliable financial information, as required under regarding prevention or timely detection of unauthorised
the Act. acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial statements.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s Inherent Limitations of Internal Financial Controls
internal financial controls over financial reporting with reference Over Financial Reporting With Reference to these
to these consolidated Ind AS financial statements based on Consolidated Ind AS financial statements
our audit. We conducted our audit in accordance with the Because of the inherent limitations of internal financial controls
Guidance Note on Audit of Internal Financial Controls Over over financial reporting with reference to these consolidated Ind
Financial Reporting (the “Guidance Note”) and the Standards AS financial statements, including the possibility of collusion
on Auditing, both, issued by Institute of Chartered Accountants or improper management override of controls, material
of India, and deemed to be prescribed under section 143(10) of misstatements due to error or fraud may occur and not be
the Act, to the extent applicable to an audit of internal financial detected. Also, projections of any evaluation of the internal
controls. Those Standards and the Guidance Note require that financial controls over financial reporting with reference to these
we comply with ethical requirements and plan and perform the consolidated Ind AS financial statements to future periods are
audit to obtain reasonable assurance about whether adequate subject to the risk that the internal financial control over financial
internal financial controls over financial reporting with reference to reporting with reference to these consolidated Ind AS financial
these consolidated Ind AS financial statements was established statements may become inadequate because of changes in
and maintained and if such controls operated effectively in all conditions, or that the degree of compliance with the policies or
material respects. procedures may deteriorate.
Corporate Overview
and operating effectiveness of the internal financial controls over
financial reporting with reference to these consolidated Ind AS
financial statements of the Holding Company, insofar as it relates
to one subsidiary Company, which is a company incorporated in
India, is based on the corresponding reports of the auditors of
such subsidiary incorporated in India.
Statutory Reports
Membership Number: 101143
Place: Mumbai
Date: May 7, 2019
Financial Statements
Notice & Proxy
Corporate Overview
I Income
Revenue from operations 30 6,98,451 6,45,233
Other income 31 3,900 2,946
Total income 7,02,351 6,48,179
II Expenses
Cost of material consumed 32 4,30,549 3,65,214
Purchase of stock-in-trade 7,579 7,112
Changes in inventories of finished goods, work-in-progress and stock-in trade 33 (19,947) 8,674
Employee benefit expense 34 53,006 43,827
Finance costs 35 8,804 9,735
Depreciation and amortization expenses 36 19,271 16,861
Excise duty on sale of goods - 16,891
Other expenses 37 1,63,010 1,42,038
Statutory Reports
Total expenses 6,62,272 6,10,352
III Profit before share of profit / (loss) of associate and joint venture, exceptional
40,079 37,827
items and tax
IV Share of profit / (loss) of associate and joint venture 44, 45 2,020 2,301
V Profit before exceptional items and tax 42,099 40,128
VI Exceptional items 38 4,479 3,396
VII Profit before tax 37,620 36,732
VIII Tax expense 25
Current tax 9,400 10,639
Deferred tax 3,112 2,764
IX Profit for the year 25,108 23,329
Attributable to
(a) Non-controlling interest (114) (469)
Financial Statements
(b) Equity holders of the parent 25,222 23,798
X Other comprehensive income (OCI)
(a) Items that will not be reclassified subsequently to the statement of
profit and loss
(i) Remeasurement gains/(losses) on defined benefit plans (740) 1,042
(ii) Income tax relating to above 278 (368)
(b) Items that will be reclassified subsequently to the statement of
profit and loss
(i) Net movement on cash flow hedges (4,134) 646
(ii) Income tax relating to above 1,323 (380)
(iii) Net movement in foreign exchange fluctuation reserve (522) (412)
Total other comprehensive income for the year (net of tax) (3,795) 528
XI Total comprehensive income for the year (Comprising profit and other
21,313 23,857 Notice & Proxy
comprehensive income for the year)
Attributable to
(a) Non-controlling interest (114) (475)
(b) Equity holders of the parent 21,427 24,332
XII Earnings per equity share (Face value of `10 each) 40
(a) Basic (in `) 62.35 58.83
(b) Diluted (in `) 62.35 58.83
Significant accounting policies 2
Corporate Overview
III) CASH FLOW FROM FINANCING ACTIVITIES
Interest paid (8,889) (9,725)
Repayment of public deposit - (9)
Change in other short-term borrowings (net) 13,315 3,267
Proceeds from short-term buyers credit - 29,013
Repayment of short-term buyers credit (10,484) (18,522)
Proceeds from long-term borrowings 1,05,404 28,104
Repayment of long-term borrowings (45,639) (47,095)
Dividend paid (4,434) (4,727)
Dividend distribution tax paid (829) (553)
Statutory Reports
Net cash flows (used in)/generated from financing activities (III) 48,444 (20,247)
Net increase / (decrease) in cash and cash equivalents (I+II+III) (1,463) 5,817
Cash and cash equivalents at the beginning of the year (refer note 13) 8,218 2,401
Cash and cash equivalents at the end of the year (refer note 13) 6,755 8,218
Financial Statements
Partner Company Secretary Chairman- Audit Committee
Membership Number: 101143
Place: Mumbai Place: Mumbai
Date: May 7, 2019 Date: May 7, 2019
182
Other equity
Items of other
comprehensive
Equity
Capital Debenture income
share Securities Capital General Retained Non-
Particulars redemption redemption Foreign Total other Total
capital premium reserve reserve earnings Cash flow controlling
reserve reserve currency equity equity
(refer (refer note (refer note (refer note (refer note hedge interest
(refer note (refer note translation
note 19) 20(a)) 20(b)) 20(g)) 20(h)) reserve
20(c)) 20(e)) reserve
(refer note
(refer note
20(d))
20(f))
As at April 1, 2017 4,045 56,703 1,391 390 3,334 20,165 1,55,213 208 46 2,37,450 2,915 2,44,410
Profit for the year - - - - - - 23,798 - - 23,798 (469) 23,329
Other comprehensive income - - - - - - 680 266 (412) 534 (6) 528
Corporate Overview
statements of CEAT Limited (“the Company”) and its subsidiaries to both domestic and international markets. The company’s
(collectively, “the Group”), associate and jointly controlled shares are listed on two recognised stock exchanges in India.
entities for the year ended March 31, 2019. The Company The registered office of company is located at RPG House, 463
is a public company domiciled in India and incorporated Dr. Annie Beasant Road, Worli Mumbai 400030. The financial
under the provisions of the Companies Act applicable in statements were authorised for issue in accordance with a
India. The Company’s principal business is manufacturing of resolution of the directors on May 7, 2019.
automotive tyres, tubes and flaps (refer note 42). The Group
The following subsidiaries, associate and Jointly controlled entities have been considered in the consolidated financial statements
a) Subsidiaries
Statutory Reports
Trading & manufacturing of tyres,
CEAT Specialty Tyres Limited India 100.00% 100.00%
tubes and flaps
CEAT Specialty Tyres Inc. (Subsidiary CEAT United States of
Marketing Support Services 100.00% 100.00%
Specialty Tyres Limited) America
CEAT Specialty Tyres B.V (Subsidiary CEAT
Marketing Support Services Netherlands 100.00% 100.00%
Specialty Tyres Limited)
Investing in companies engaged in
Associated CEAT Holdings Company (Pvt.) Ltd. Sri Lanka 100.00% 100.00%
manufacturing of tyres
CEAT AKKHAN Limited Trading of tyres, tubes and flaps Bangladesh 70.00% 70.00%
Rado Tyres Limited Manufacturing of tyres India 58.56% 58.56%
b) Joint venture
Financial Statements
Name Principal activities
incorporation March 31, 2019 March 31, 2018
CEAT Kelani Holding (Pvt) Limited Manufacturing of tyres Sri Lanka 50% 50%
TYRESNMORE Online Pvt Ltd Trading of tyres, tubes and flaps India *36.96% *31.93%
*Includes compulsory convertible preference shares (potential voting right)
Note 2: Basis of preparation and summary of All amounts disclosed in the financial statements and notes
significant accounting policies have been rounded off to the nearest lakhs as per the
2.1
Basis of accounting and preparation of financial requirements of Schedule III of the Companies Act, 2013
statements (Ind AS compliant Schedule III), unless otherwise stated.
The financial statements of the group have been prepared Wherever the amount represented ‘0’ (zero) construes
in accordance with Indian Accounting Standards (Ind value less than Rupees fifty thousand
AS) notified under the Companies (Indian Accounting
Standards) Rules, 2015 (as amended from time to time) and 2.2 Changes in accounting policies
Notice & Proxy
presentation requirements of Division II of Schedule III to 2.2.1 Accounting for Government Grant related to non-
the Companies Act, 2013, (Ind AS compliant Schedule III). monetary assets
The Group has chosen to adjust government grant from
These financial statements have been prepared on accrual
the carrying value of non-monetary asset pursuant to
basis and under historical cost basis, except for the
amendment in Ind AS 20 Accounting for Government Grants
following assets and liabilities which have been measured
and Disclosure. Previously, the Group followed the policy
at fair value:
recording the non-monetary asset and the grant at carrying
• Derivative financial instruments and amounts and released to profit and loss over the expected
useful life in a pattern of consumption of the benefit of the
• Certain financial assets measured at fair value (refer
underlying asset i.e. by equal annual instalments.
accounting policy regarding financial instruments)
Had the Group continued to follow the erstwhile accounting
In addition, the carrying values of recognised assets and
policy the impact of restatement is as below to the
liabilities designated as hedged items in fair value hedges
financial statements
that would otherwise be carried at amortised cost are
adjusted to record changes in the fair values attributable
to the risks that are being hedged in effective hedge
relationships. The consolidated financial statements are
presented in ` except when otherwise indicated.
Corporate Overview
parent of the Group and to the non-controlling interests, the amount recognised for non-controlling interests, and
even if this results in the non-controlling interests having any previous interest held, over the net identifiable assets
a deficit balance. When necessary, adjustments are made acquired and liabilities assumed. Any gain on a bargain
to the financial statements of subsidiaries to bring their purchase is recognised in other comprehensive income
accounting policies into line with the Group’s accounting and accumulated in equity as capital reserve if there exists
policies. All intra-group assets and liabilities, equity, clear evidence, of the underlying reasons for classifying the
income, expenses and cash flows relating to transactions business combination as resulting in a bargain purchase;
between members of the Group are eliminated in full otherwise the gain is recognised in equity as capital reserve.
on consolidation.
After initial recognition, goodwill is measured at cost less
A change in the ownership interest of a subsidiary, without any accumulated impairment losses. For the purpose
a loss of control, is accounted for as an equity transaction. of impairment testing, goodwill acquired in a business
If the Group loses control over a subsidiary, it: combination is, from the acquisition date, allocated to each
Statutory Reports
of the Group’s cash-generating units that are expected to
•
Derecognises the assets (including goodwill) and
benefit from the combination, irrespective of whether other
liabilities of the subsidiary
assets or liabilities of the acquiree are assigned to those
•
Derecognises the carrying amount of any units.
non-controlling interests
A cash generating unit to which goodwill has been allocated
• Derecognises the cumulative translation differences
is tested for impairment annually, or more frequently when
recorded in equity
there is an indication that the unit may be impaired. If the
• Recognises the fair value of the consideration received recoverable amount of the cash generating unit is less than
its carrying amount, the impairment loss is allocated first
• Recognises the fair value of any investment retained
to reduce the carrying amount of any goodwill allocated
• Recognises any surplus or deficit in profit or loss to the unit and then to the other assets of the unit pro rata
based on the carrying amount of each asset in the unit.
•
Reclassifies the parent’s share of components
Financial Statements
Any impairment loss for goodwill is recognised in profit or
previously recognised in OCI to profit or loss or
loss. An impairment loss recognised for goodwill is not
retained earnings, as appropriate, as would be
reversed in subsequent periods.
required if the Group had directly disposed of the
related assets or liabilities
Where goodwill has been allocated to a cash-generating
unit and part of the operation within that unit is disposed
2.4 Business Combination
of, the goodwill associated with the disposed operation
Business combinations are accounted for using the
is included in the carrying amount of the operation when
acquisition method. The cost of an acquisition is measured
determining the gain or loss on disposal. Goodwill disposed
as the aggregate of the consideration transferred measured
in these circumstances is measured based on the relative
at fair value as on acquisition date and the amount of any
values of the disposed operation and the portion of the
non-controlling interests in the acquiree. For each business
cash-generating unit retained.
combination, the Group elects whether to measure the
non-controlling interests in the acquiree at fair value or at
2.5 Investment in joint ventures and associate Notice & Proxy
the proportionate share of the acquiree’s identifiable net
A joint venture is a type of joint arrangement whereby the
assets. Acquisition-related costs are expensed as incurred.
parties that have joint control of the arrangement have
rights to the net assets of the joint venture. Joint control
At the acquisition date, the identifiable assets acquired and
is the contractually agreed sharing of control of an
the liabilities assumed are recognised at their acquisition
arrangement, which exists only when decisions about the
date fair values.
relevant activities require unanimous consent of the parties
sharing control.
Any contingent consideration to be transferred by the
acquirer is recognised at fair value at the acquisition date.
An associate is an entity over which the Group has
Contingent consideration classified as an asset or liability
significant influence. Significant influence is the power to
that is a financial instrument and within the scope of Ind
participate in the financial and operating policy decisions
AS 109 Financial Instruments, is measured at fair value
of the investee, but is not control or joint control over
with changes in fair value recognised in profit or loss. If the
those policies.
contingent consideration is not within the scope of Ind AS
109, it is measured in accordance with the appropriate Ind
The considerations made in determining whether joint
AS. Contingent consideration that is classified as equity
control are similar to those necessary to determine control
is not re-measured at subsequent reporting dates and
over the subsidiaries.
subsequently its settlement is accounted for within equity.
The Group’s investments in joint venture and associate are • It is held primarily for the purpose of trading
accounted for using the equity method. Under the equity
• It is due to be settled within twelve months after the
method, the investment in a joint venture or associate
reporting period, or
is initially recognised at cost. The carrying amount of
the investment is adjusted to recognise changes in the • There is no unconditional right to defer the settlement
Group’s share of net assets of joint venture or associate of the liability for at least twelve months after the
since the acquisition date. Goodwill relating to joint venture reporting period
or associate is included in the carrying amount of the
The Group classifies all other liabilities as non-current.
investment and is not tested for impairment individually.
Deferred tax assets and liabilities are classified as
The statement of profit and loss reflects the Group’s share
non-current assets and liabilities.
of the results of operations of joint venture and associate.
Any change in OCI of those investees is presented as part
The operating cycle is the time between the acquisition of
of the Group’s OCI. In addition, when there has been a
assets for processing and their realisation in cash and cash
change recognised directly in the equity of joint venture or
equivalents. The Group has identified twelve months as its
associate, the Group recognises its share of any changes,
operating cycle.
when applicable, in the statement of changes in equity.
Unrealised gains and losses resulting from transactions
2.7 Revenue recognition
between the Group and joint venture or associate are
2.7.1 Revenue from contract with customer
eliminated to the extent of the interest in joint venture.
Revenues from contracts with customers are recognized
when the performance obligations towards customer
The aggregate of the Group’s share of profit or loss of a
have been met. Performance obligations are deemed to
joint venture and associate is shown on the face of the
have been met when control of the goods or services are
statement of profit and loss.
transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled
The financial statements of joint venture and associate
in exchange for those goods or services. The Group acts
are prepared for the same reporting period as the Group.
as the principal in all of its revenue arrangements since it
When necessary, adjustments are made to bring the
is the primary obligor in all the revenue arrangements as it
accounting policies in line with those of the Group.
has pricing latitude and is also exposed to inventory and
credit risks.
After application of the equity method, the Group
determines whether it is necessary to recognise an
An entity collects Sales tax/ Value added tax (VAT)/ Goods
impairment loss on its investment in its joint venture or
and Services Tax (“GST”) collected on behalf of the
associate. At each reporting date, the Group determines
government and not on its own account. Hence it should
whether there is objective evidence that the investment
be excluded from revenue, i.e. revenue should be net
in joint venture or associate is impaired. If there is such
of GST.
evidence, the Group calculates the amount of impairment
as the difference between the recoverable amount of
Based on the Educational Material on Ind AS 18 issued by
joint venture or associate and its carrying value, and then
the ICAI, the Group has assumed that recovery of excise
recognises the loss as ‘Share of profit of a joint venture and
duty flows to the group on its own account. This is for the
associate’ in the statement of profit or loss.
reason that it is a liability of the manufacturer which forms
part of the cost of production, irrespective of whether the
2.6 Current versus non-current classification
goods are sold or not. Since the recovery of excise duty
The Group presents assets and liabilities in the balance
flows to the group on its own account, revenue includes
sheet based on current/ non-current classification. An asset
excise duty.
is treated as current when it is:
• Expected to be realised or intended to be sold or The disclosures of significant accounting judgements,
consumed in normal operating cycle estimates and assumptions relating to revenue from
contracts with customers are provided in Note 41.
• Held primarily for the purpose of trading
• Expected to be realised within twelve months after the 2.7.2 Sale of goods:
reporting period, or Revenue from sale of goods (Tyres, tubes and flaps) is
recognised at a point in time when control of the goods is
• Cash or cash equivalent unless restricted from being
transferred to customer depending on terms of sales.
exchanged or used to settle a liability for at least
twelve months after the reporting period
The Group considers whether there are other promises
All other assets are classified as non-current. in the contract that are separate performance obligations
to which a portion of the transaction price needs to be
A liability is current when:
allocated (e.g., warranties). In determining the transaction
• It is expected to be settled in normal operating cycle price for the sale of goods, the Group considers the effects
Corporate Overview
the payment is established, which is generally when
2.7.2.1 Variable consideration shareholders approve the dividend.
The Group offers various forms of discounts on the goods
sold to its dealers and distributors. In all such cases, 2.7.7 Royalty and Technology Development fees:
accumulated experience is used to estimate and provide The Group also earns sales based royalty income which
for the variability in revenue, using the expected value is recognised as revenue typically on an over time basis.
method and the revenue is recognised to the extent that it This is because in such arrangements the customer gets
is highly probable that a significant reversal in the amount a right to access the Group’s intellectual property as it
of cumulative revenue recognized will not occur in future on exists throughout the license period. The revenue to be
account of refund or discounts. recognised is determined based on a specified percentage
of the sales made by the customer.
Variable consideration includes volume discounts, price
concessions, incentives, etc. The Group estimates the 2.8 Government grants and Export incentives
Statutory Reports
variable consideration based on an analysis of historical Government grants are recognised where there is
experience and it is adjusted from transaction price. reasonable assurance that the grant will be received and all
attached conditions will be complied with. When the grant
2.7.2.2 Significant financing component relates to an expense item, it is recognised as income on a
Generally, the Group receives short-term advances from systematic basis over the periods that the related costs, for
its customers. Using the practical expedient in Ind AS which it is intended to compensate, are expensed.
115, the Group does not adjust the promised amount
of consideration for the effects of a significant financing The Group has chosen to adjust government grant from
component if it expects, at contract inception, that the the carrying value of non-monetary asset pursuant to
period between the transfer of the promised good or amendment in Ind AS 20 Accounting for Government
service to the customer and when the customer pays for Grants and Disclosure. When loans or similar assistance
that good or service will be one year or less. are provided by governments or related institutions, with
an interest rate below the current applicable market
Financial Statements
2.7.3 Sales related obligations rate, the effect of this favourable interest is regarded as
The Group normally provides for sales related obligations a government grant. The loan or assistance is initially
for a period of three years on all its products sold, in line recognised and measured at fair value and the government
with industry practice. These sales related obligations are grant is measured as the difference between the initial
accounted for under Ind AS 37 Provisions, Contingent carrying value of the loan and the proceeds received.
Liabilities and Contingent Assets. See Note 24 for more The loan is subsequently measured as per the accounting
information. The Group does not have any extended sales policy applicable to financial liabilities.
related obligations.
Export Incentives under Merchandise Export from India
2.7.4 Contract balances Scheme (MEIS) is recognised in the Statement of Profit and
Trade receivables Loss as a part of other operating revenues.
A receivable represents the Group’s right to an amount of
consideration that is unconditional (i.e., only the passage 2.9 Taxes
of time is required before payment of the consideration 2.9.1 Current income tax Notice & Proxy
is due). Refer to note 2.19 on financial instruments in Current income tax assets and liabilities are measured
accounting policies. at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws
2.7.5 Interest income: used to compute the amount are those that are enacted
For all debt instruments measured either at amortised cost or substantively enacted, at the reporting date in the
or at fair value through other comprehensive income, interest countries where the Group operates and generates taxable
income is recorded using the effective interest rate (EIR). income.
EIR is the rate that exactly discounts the estimated future
cash payments or receipts over the expected life of the Current income tax relating to items recognised outside
financial instrument or a shorter period, where appropriate, profit or loss is recognised outside profit or loss (either in
to the gross carrying amount of the financial asset or to the other comprehensive income or in equity). Current tax items
amortised cost of a financial liability. When calculating the are recognised in correlation to the underlying transaction
effective interest rate, the Group estimates the expected either in P&L or directly in equity. Management periodically
cash flows by considering all the contractual terms of the evaluates positions taken in the tax returns with respect
financial instrument (for example, prepayment, extension, to situations in which applicable tax regulations are
call and similar options) but does not consider the expected subject to interpretation and establishes provisions where
credit losses. Interest income is included in finance income appropriate.
in the statement of profit and loss.
2.9.2 Deferred tax: Deferred tax relating to items recognised outside profit
Deferred tax is provided using the liability method on or loss is recognised outside profit or loss (either in other
temporary differences between the tax bases of assets and comprehensive income or in equity). Deferred tax items
liabilities and their carrying amounts for financial reporting are recognised in correlation to the underlying transaction
purposes at the reporting date. either in OCI or directly in equity.
Deferred tax liabilities are recognised for all taxable Deferred tax assets and deferred tax liabilities are offset if a
temporary differences, except: legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate
• When the deferred tax liability arises from the initial to the same taxable entity and the same taxation authority.
recognition of an asset or liability in a transaction that
is not a business combination and, at the time of the Minimum alternate tax (MAT) paid in a year is charged
transaction, affects neither the accounting profit nor to the statement of profit and loss as current tax for the
taxable profit or loss year. The deferred tax asset is recognised for MAT credit
available only to the extent that it is probable that the
• In respect of taxable temporary differences associated concerned company will pay normal income tax during
with investments in subsidiaries and interests in the specified period, i.e., the period for which MAT credit
joint ventures, when the timing of the reversal of is allowed to be carried forward. In the year in which the
the temporary differences can be controlled and it concerned company recognizes MAT credit as an asset, it
is probable that the temporary differences will not is created by way of credit to the statement of profit and loss
reverse in the foreseeable future and shown as part of deferred tax asset. The concerned
company reviews the “MAT credit entitlement” asset at
Deferred tax assets are recognised for all deductible each reporting date and writes down the asset to the
temporary differences, the carry forward of unused tax extent that it is no longer probable that it will pay normal
credits and any unused tax losses. Deferred tax assets are tax during the specified period.
recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary 2.9.3 Sales tax/ value added taxes/GST paid on acquisition
differences, and the carry forward of unused tax credits of assets or on incurring expenses
and unused tax losses can be utilised, except: Expenses and assets are recognised net of the amount of
sales tax/ value added taxes/GST paid, except:
• When the deferred tax asset relating to the deductible
temporary difference arises from the initial recognition • When the tax incurred on a purchase of assets or
of an asset or liability in a transaction that is not services is not recoverable from the taxation authority,
a business combination and, at the time of the in which case, the tax paid is recognised as part of
transaction, affects neither the accounting profit nor the cost of acquisition of the asset or as part of the
taxable profit or loss expense item, as applicable
•
In respect of deductible temporary differences • When receivables and payables are stated with the
associated with investments in subsidiaries, amount of tax included
associates and interests in joint ventures, deferred
tax assets are recognised only to the extent that it is The net amount of tax recoverable from, or payable to,
probable that the temporary differences will reverse the taxation authority is included as part of receivables or
in the foreseeable future and taxable profit will be payables in the balance sheet.
available against which the temporary differences can
be utilised 2.10 Assets held for sale
The Group classifies Non-current assets or disposal
The carrying amount of deferred tax assets is reviewed at groups comprising of assets and liabilities are classified as
each reporting date and reduced to the extent that it is no ‘held for sale’ when all of the following criterias are met: (i)
longer probable that sufficient taxable profit will be available decision has been made to sell. (ii) the assets are available
to allow all or part of the deferred tax asset to be utilised. for immediate sale in its present condition. (iii) the assets
Unrecognised deferred tax assets are re-assessed at each are being actively marketed and (iv) sale has been agreed
reporting date and are recognised to the extent that it has or is expected to be concluded within 12 months of the
become probable that future taxable profits will allow the Balance Sheet date.
deferred tax asset to be recovered.
Subsequently, such non-current assets and disposal
Deferred tax assets and liabilities are measured at the tax groups classified as ‘held for sale’ are measured at the
rates that are expected to apply in the year when the asset lower of its carrying value and fair value less costs to
is realised or the liability is settled, based on tax rates (and sell. Non-current assets held for sale are not depreciated
tax laws) that have been enacted or substantively enacted or amortised.
at the reporting date.
Corporate Overview
at cost, net of accumulated depreciation and accumulated 2013)
impairment losses, if any. Such cost includes the cost of
• Serviceable materials like trollies, iron storage tacks skids –
replacing part of the plant and equipment and borrowing
15 years (Higher than those indicated in Schedule II of the
costs for long-term construction projects if the recognition
Companies Act, 2013)
criteria are met. When significant parts of plant and
equipment are required to be replaced at intervals, the • Batteries used in fork lifts trucks - 5 years (Lower than
Group depreciates them separately based on their specific those indicated in Schedule II of the Companies Act, 2013)
useful lives. Likewise, when a major inspection is performed,
its cost is recognised in the carrying amount of the plant The management believes that the depreciation rates fairly
and equipment as a replacement if the recognition criteria reflect its estimation of the useful lives and residual values of the
are satisfied. All other repair and maintenance costs are fixed assets.
recognised in profit or loss as incurred. The present value
of the expected cost for the decommissioning of an asset An item of property, plant and equipment and any significant
Statutory Reports
after its use is included in the cost of the respective asset if part initially recognised is derecognised upon disposal or when
the recognition criteria for a provision are met. Refer to note no future economic benefits are expected from its use or
41 regarding significant accounting judgements, estimates disposal. Any gain or loss arising on derecognition of the asset
and assumptions and provisions for further information (calculated as the difference between the net disposal proceeds
about the recorded decommissioning provision. and the carrying amount of the asset) is included in the income
statement when the asset is derecognised.
Leasehold land – amortised on a straight line basis over the
period of the lease ranging from 95 to 99 years. The residual values, useful lives and methods of depreciation
of property, plant and equipment are reviewed at each financial
Depreciation is calculated on a straight-line basis using year end and adjusted prospectively, if appropriate.
the rates arrived at based on the useful lives estimated
by the management. The Group has used the following 2.12 Intangible assets
useful lives to provide depreciation on its fixed assets. Intangible assets acquired separately are measured on
Financial Statements
The identified components are depreciated over their initial recognition at cost. Following initial recognition,
useful lives, the remaining asset is depreciated over the life intangible assets are carried at cost less any accumulated
of the principal asset. amortisation and accumulated impairment losses.
Asset Class Useful life Internally generated intangibles, excluding capitalised
Buildings 50 years - 60 years development costs, are not capitalised and the related
Plant & Machinery 15 years - 20 years expenditure is reflected in profit or loss in the period in
Moulds 6-15 years which the expenditure is incurred.
Computers 3 years
Furniture & Fixtures 10 years The useful lives of intangible assets are assessed as either
Office Equipment 5 years finite or infinite.
Motor Vehicles 8 years
Intangible assets with finite lives are amortised over the useful
Carpeted Roads- RCC 10 years
economic life and assessed for impairment whenever there
Computer Servers 6 years
is an indication that the intangible asset may be impaired. Notice & Proxy
Electrical Installations 20 years
The amortisation period and the amortisation method for
Temporary structure 3 years
an intangible asset with a finite useful life are reviewed at
Hand Carts, Trollies 15 years
least at the end of each reporting period. Changes in the
expected useful life or the expected pattern of consumption
The management has estimated, supported by independent of future economic benefits embodied in the asset are
assessment by professional, the useful lives of the following considered to modify the amortisation period or method,
class of assets. as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets
• Factory buildings - 50 years (Higher than those indicated in
with finite lives is recognised in the statement of profit and
Schedule II of the Companies Act, 2013)
loss unless such expenditure forms part of carrying value
• Plant & Machinery – 20 years (Higher than those indicated of another asset.
in Schedule II of the Companies Act, 2013)
Intangible assets with infinite useful lives are not amortised,
• Moulds – 6 years (Lower than those indicated in Schedule
but are tested for impairment annually, either individually or
II of the Companies Act, 2013)
at the cash-generating unit level. The assessment of infinite
•
Electrical Installations – 20 years (Higher than those life is reviewed annually to determine whether the infinite life
indicated in Schedule II of the Companies Act, 2013) continues to be supportable. If not, the change in useful life
from infinite to finite is made on a prospective basis.
Corporate Overview
useful life of the asset and the lease term. completion and the estimated costs necessary to make
the sale.
2.14.1.2 Operating lease
Operating lease payments are recognised as an expense 2.16 Impairment of non-financial assets
in the statement of profit and loss on a straight line basis The Group assesses, at each reporting date, whether
over the lease term unless payments to the lessor are there is an indication that an asset may be impaired.
structured to increase in line with expected general inflation If any indication exists, or when annual impairment testing
to compensate for the lessor’s expected inflationary cost for an asset is required, the Group estimates the asset’s
increase. recoverable amount. An asset’s recoverable amount is
the higher of an asset’s or cash-generating unit’s (CGU)
2.14.2 Group as a lessor: fair value less costs of disposal and its value in use.
2.14.2.1 Finance lease Recoverable amount is determined for an individual asset,
There are no finance leases where the Group is a lessor. unless the asset does not generate cash inflows that are
Statutory Reports
largely independent of those from other assets or groups
2.14.2.2 Operating lease of assets. When the carrying amount of an asset or CGU
Rental income from operating lease is recognised on a exceeds its recoverable amount, the asset is considered
straight line basis over the lease term unless payments to impaired and is written down to its recoverable amount.
the Group are structured to increase in line with expected
general inflation to compensate for the Group’s expected In assessing value in use, the estimated future cash flows
inflationary cost increase. Initial direct costs incurred in are discounted to their present value using a pre-tax
negotiating and arranging an operating lease are added to discount rate that reflects current market assessments of
the carrying amount of the leased asset and recognised the time value of money and the risks specific to the asset.
over the lease term on the same basis as rental income. In determining fair value less costs of disposal, recent
Contingent rents are recognised as revenue in the period in market transactions are taken into account. If no such
which they are earned. transactions can be identified, an appropriate valuation
model is used. These calculations are corroborated by
Financial Statements
2.15 Inventories valuation multiples, quoted share prices for publicly traded
Inventories are valued at the lower of cost and net companies or other available fair value indicators.
realisable value.
The Group bases its impairment calculation on detailed
Costs incurred in bringing each product to its present budgets and forecast calculations, which are prepared
location and conditions are accounted for as follows: separately for each of the Group’s CGUs to which the
individual assets are allocated. These budgets and
• Raw materials, components, stores and spares are
forecast calculations generally cover a period of five years.
valued at lower of cost and net realizable value.
For longer periods, a long-term growth rate is calculated
However, materials and other items held for use in
and applied to project future cash flows after the fifth
the production of inventories are not written down
year. To estimate cash flow projections beyond periods
below cost if the finished products in which they will
covered by the most recent budgets/forecasts, the Group
be incorporated are expected to be sold at or above
extrapolates cash flow projections in the budget using a
cost. Cost is determined on a weighted average
steady or declining growth rate for subsequent years, Notice & Proxy
basis.
unless an increasing rate can be justified. In any case, this
• Work-in-progress and finished goods are valued at growth rate does not exceed the long-term average growth
lower of cost and net realizable value. Cost includes rate for the products, industries, or country or countries in
direct materials and labour and a proportion of which the entity operates, or for the market in which the
manufacturing overheads based on normal operating asset is used.
capacity, but excluding borrowing costs. Cost is
determined on a weighted average basis. Impairment losses of continuing operations, including
impairment on inventories, are recognised in the statement
• Traded goods are valued at lower of cost and net
of profit and loss.
realizable value. Cost includes cost of purchase and
other costs incurred in bringing the inventories to their
An assessment is made at each reporting date to determine
present location and condition. Cost is determined on
whether there is an indication that previously recognised
a weighted average basis.
impairment losses no longer exist or have decreased. If such
Initial cost of inventories includes the transfer of gains and indication exists, the Group estimates the asset’s or CGU’s
losses on qualifying cash flow hedges, recognised in other recoverable amount. A previously recognised impairment
comprehensive income, in respect of the purchases of loss is reversed only if there has been a change in the
raw materials. assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised.
The reversal is limited so that the carrying amount of the
asset does not exceed its recoverable amount, nor exceed for service received before the balance sheet date exceeds
the carrying amount that would have been determined, net the contribution already paid, the deficit payable to these
of depreciation, had no impairment loss been recognised funds/schemes is recognized as a liability after deducting
for the asset in prior years. Such reversal is recognised in the contribution already paid. If the contribution already
the statement of profit and loss. paid exceeds the contribution due for services received
before the balance sheet date, then excess is recognized
2.17 Provisions as an asset to the extent that the pre-payment will lead to,
Provisions are recognised when the Group has a present for example, a reduction in future payment or a cash refund.
obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying 2.18.2 Defined benefit plan
economic benefits will be required to settle the obligation The Group has a defined benefit gratuity plan, which requires
and a reliable estimate can be made of the amount of contribution to be made to a separately administered fund.
the obligation. When the Group expects some or all of The Group’s liability towards this benefit is determined on
a provision to be reimbursed, for example, under an the basis of actuarial valuation using Projected Unit Credit
insurance contract, the reimbursement is recognised as a Method at the date of balance sheet.
separate asset, but only when the reimbursement is virtually
certain. The expense relating to a provision is presented in Remeasurement, comprising of actuarial gains and losses,
the statement of profit and loss net of any reimbursement. the effect of the asset ceiling, excluding amounts included
in net interest on the net defined benefit liability and the
If the effect of the time value of money is material, return on plan assets (excluding amounts included in net
provisions are discounted using a current pre-tax rate that interest on the net defined benefit liability), are recognised
reflects, when appropriate, the risks specific to the liability. immediately in the balance sheet with a corresponding debit
When discounting is used, the increase in the provision due or credit to retained earnings through OCI in the period in
to the passage of time is recognised as a finance cost. which they occur. Remeasurement is not reclassified to the
statement of profit and loss in subsequent periods.
2.17.1 Provisions for Sales related obligation
The estimated liability for sales related obligations is Past service costs are recognised in the statement of profit
recorded when products are sold. These estimates and loss on the earlier of:
are established using historical information on the
• The date of the plan amendment or curtailment and
nature, frequency and average cost of obligations and
management estimates regarding possible future incidence •
The date that the Group recognises related
based on corrective actions on product failure. The timing restructuring costs
of outflows will vary as and when the obligation will arise -
being typically up to three years. Initial recognition is based Net interest is calculated by applying the discount rate to the
on historical experience. The initial estimate of sales related net defined benefit liability or asset. The Group recognises
obligations-related costs is revised annually. the following changes in the net defined benefit obligation
as an expense in the statement of profit and loss:
2.17.2 Decommissioning liability
•
Service costs comprising current service costs,
Decommissioning costs are provided at the present value
past-service costs, gains and losses on curtailments
of expected costs to settle the obligation using estimated
and non-routine settlements; and
cash flows and are recognised as part of the cost of
the particular asset. The cash flows are discounted at a • Net interest expense or income
current pre-tax rate that reflects the risks specific to the
decommissioning liability. The unwinding of the discount is 2.18.3 Compensated absences
expensed as incurred and recognised in the statement of Accumulated leave, which is expected to be utilized within
profit and loss as a finance cost. The estimated future costs the next 12 months, is treated as short-term employee
of decommissioning are reviewed annually and adjusted as benefit and this is shown under short term provision in the
appropriate. Changes in the estimated future costs or in Balance Sheet. The Group measures the expected cost
the discount rate applied are added to or deducted from of such absences as the additional amount that it expects
the cost of the asset. to pay as a result of the unused entitlement that has
accumulated at the reporting date.
2.18 Retirement and other employee benefits
2.18.1 Defined Contribution plan The Group treats accumulated leave expected to be
Retirement benefit in the form of Provident Fund, carried forward beyond twelve months, as long-term
Superannuation, Employees State Insurance Contribution employee benefit for measurement purposes and this is
and Labour Welfare Fund are defined contribution shown under long term provisions in the Balance Sheet.
scheme. The Group has no obligation, other than the Such long-term compensated absences are provided for
contribution payable to these funds/schemes. The Group based on the actuarial valuation using the projected unit
recognizes contribution payable to these funds/schemes credit method at the year-end. Actuarial gains/losses are
as expenditure, when an employee renders the related immediately taken to the Statement of Profit and Loss
service. If the contribution payable to these funds/schemes and are not deferred. The Group presents the leave as a
Corporate Overview
12 months after the reporting date. Where the Group has effective interest rate (EIR) method. Amortised cost is
the unconditional legal and contractual right to defer the calculated by taking into account any discount or premium
settlement for a period beyond 12 months, the same is on acquisition and fees or costs that are an integral part of
presented as non-current liability. the EIR. The EIR amortisation is included in finance income
in the statement of profit and loss. The losses arising from
2.18.4 Termination benefits impairment are recognised in the statement of profit and
The Group recognizes termination benefit as a liability loss. This category generally applies to trade and other
and an expense when the Group has a present obligation receivables, loans and other financial assets.
as a result of past event, it is probable that an outflow of
resources embodying economic benefits will be required to 2.19.1.2.2 Debt instrument at FVTOCI
settle the obligation and a reliable estimate can be made of A ‘debt instrument’ is classified as at the FVTOCI if both of
the amount of the obligation. If the termination benefit falls the following criteria are met:
due for more than 12 months after the balance sheet date,
Statutory Reports
they are measured at present value of the future cash flows a) The objective of the business model is achieved both
using the discount rate determined by reference to market by collecting contractual cash flows and selling the
yields at the balance sheet date on the government bonds. financial assets, and
2.19 Financial instruments b) The asset’s contractual cash flows represent SPPI.
A financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity Debt instruments included within the FVTOCI category
instrument of another entity. are measured initially as well as at each reporting date
at fair value. Fair value movements are recognized in the
2.19.1 Financial assets other comprehensive income (OCI). However, the group
2.19.1.1 Initial recognition and measurement recognizes interest income, impairment losses & reversals
All financial assets are recognised initially at fair value plus, and foreign exchange gain or loss in the statement of profit
in the case of financial assets not recorded at fair value and loss. On derecognition of the asset, cumulative gain or
Financial Statements
through profit or loss, transaction costs that are attributable loss previously recognised in OCI is reclassified from the
to the acquisition of the financial asset. Purchases or sales equity to the statement of profit and loss. Interest earned
of financial assets that require delivery of assets within whilst holding FVTOCI debt instrument is reported as
a time frame established by regulation or convention in interest income using the Effective Interest Rate (EIR)
the market place (regular way trades) are recognised on method.
the trade date, i.e., the date that the Group commits to
purchase or sell the asset. 2.19.1.2.3 Debt instrument at FVTPL
FVTPL is a residual category for debt instruments.
2.19.1.2 Subsequent measurement Any debt instrument, which does not meet the criteria
For purposes of subsequent measurement, financial assets for categorization as at amortized cost or as FVTOCI, is
are classified in four categories: classified as at FVTPL.
2.19.1.2.1 Debt instruments at amortised cost In addition, the Group may elect to designate a debt
instrument, which otherwise meets amortized cost or Notice & Proxy
2.19.1.2.2 Debt instruments at fair value through other
FVTOCI criteria, as at FVTPL. However, such election
comprehensive income (FVTOCI)
is allowed only if doing so reduces or eliminates a
2.19.1.2.3 Debt instruments, derivatives and equity measurement or recognition inconsistency (referred to as
instruments at fair value through profit and loss (FVTPL) ‘accounting mismatch’). The Group has not designated
any debt instrument as at FVTPL.
2.19.1.2.4 Equity instruments measured at fair value through
other comprehensive income (FVTOCI)
Debt instruments included within the FVTPL category are
2.19.1.2.1 Debt instruments at amortised cost measured at fair value with all changes recognized in the
A ‘debt instrument’ is measured at the amortised cost if statement of profit and loss.
both the following conditions are met:
2.19.1.2.4 Equity investments
a)
The asset is held within a business model whose All equity investments in scope of Ind AS 109 are
objective is to hold assets for collecting contractual measured at fair value. Equity instruments which are held
cash flows, and for trading are classified as at FVTPL. For all other equity
instruments, the Group may make an irrevocable election
b) Contractual terms of the asset give rise on specified to present subsequent changes in the fair value in other
dates to cash flows that are solely payments of comprehensive income. The Group makes such election
principal and interest (SPPI) on the principal amount on an instrument-by-instrument basis. The classification is
outstanding. made on initial recognition and is irrevocable.
In case of equity instrument classified as FVTOCI, all fair c) Lease receivables under Ind AS 17
value changes on the instrument, excluding dividends, are
recognized in the other comprehensive income. There is d) Trade receivables or any contractual right to receive
no recycling of the amounts from other comprehensive cash or another financial asset that result from
income to the statement of profit and loss, even on sale transactions that are within the scope of Ind AS 115
of investment. However, the Group may transfer the
cumulative gain or loss within equity. e)
Loan commitments which are not measured as
at FVTPL
Equity instruments included within the FVTPL category are
measured at fair value with all changes recognized in the f) Financial guarantee contracts which are not measured
statement of profit and loss. as at FVTPL
Corporate Overview
its trade receivables. The provision matrix is based on its through profit and loss. Financial liabilities are classified
historically observed default rates over the expected life of as held for trading if they are incurred for the purpose of
the trade receivables and is adjusted for forward-looking repurchasing in the near term. This category also includes
estimates. At every reporting date, the historical derivative financial instruments entered into by the group
observed default rates are updated and changes in the that are not designated as hedging instruments in hedge
forward-looking estimates are analysed. relationships as defined by Ind AS 109.
ECL impairment loss allowance (or reversal) recognized Gains or losses on liabilities held for trading are recognised
during the period is recognized as income/ expense in the in the statement of profit and loss.
statement of profit and loss (P&L). This amount is reflected
under the head ‘other expenses’ in the statement of profit Financial liabilities designated upon initial recognition at fair
and loss. The balance sheet presentation for various value through profit and loss are designated as such at
financial instruments is described below: the initial date of recognition, and only if the criteria in Ind
Statutory Reports
AS 109 are satisfied. For liabilities designated as FVTPL,
•
Financial assets measured as at amortised cost,
fair value gains/ losses attributable to changes in own
contractual revenue receivables and lease receivables:
credit risks are recognized in other comprehensive income.
ECL is presented as an allowance, i.e., as an integral
These gains/ loss are not subsequently transferred to the
part of the measurement of those assets in the
statement of profit and loss. However, the Group may
balance sheet. The allowance reduces the net carrying
transfer the cumulative gain or loss within equity. All other
amount. Until the asset meets write-off criteria, the
changes in fair value of such liability are recognised in the
Group does not reduce impairment allowance from
statement of profit and loss. The Group has not designated
the gross carrying amount.
any financial liability as at fair value through profit and loss.
• Debt instruments measured at FVTOCI: Since financial
assets are already reflected at fair value, impairment 2.19.2.2.2 Loans and borrowings
allowance is not further reduced from its value. This is the category most relevant to the Group. After initial
recognition, interest-bearing loans and borrowings are
Financial Statements
For assessing increase in credit risk and impairment loss, subsequently measured at amortised cost using the
the Group combines financial instruments on the basis Effective Interest Rate (EIR) method. Gains and losses
of shared credit risk characteristics with the objective of are recognised in profit or loss when the liabilities are
facilitating an analysis that is designed to enable significant derecognised as well as through the EIR amortisation
increases in credit risk to be identified on a timely basis. process.
The Group does not have any purchased or originated Amortised cost is calculated by taking into account any
credit-impaired (POCI) financial assets, i.e., financial assets discount or premium on acquisition and fees or costs that
which are credit impaired on purchase/ origination. are an integral part of the EIR. The EIR amortisation is
included as finance costs in the statement of profit and loss.
2.19.2 Financial liabilities
2.19.2.1 Initial recognition and measurement 2.19.2.3 Derecognition
Financial liabilities are classified, at initial recognition, A financial liability is derecognised when the obligation
as financial liabilities at fair value through profit and under the liability is discharged or cancelled or expires. Notice & Proxy
loss, loans and borrowings, payables, or as derivatives When an existing financial liability is replaced by another
designated as hedging instruments in an effective hedge, from the same lender on substantially different terms, or the
as appropriate. terms of an existing liability are substantially modified, such
an exchange or modification is treated as the derecognition
All financial liabilities are recognised initially at fair value and, of the original liability and the recognition of a new liability.
in the case of loans and borrowings and payables, net of The difference in the respective carrying amounts is
directly attributable transaction costs. recognised in the statement of profit and loss.
The Group’s financial liabilities include trade and other 2.19.3 Reclassification of financial assets
payables, loans and borrowings including bank overdrafts The Group determines classification of financial assets
and derivative financial instruments. and liabilities on initial recognition. After initial recognition,
no reclassification is made for financial assets which are
2.19.2.2 Subsequent measurement equity instruments and financial liabilities. For financial
The measurement of financial liabilities depends on their assets which are debt instruments, a reclassification
classification, as described below: is made only if there is a change in the business model
for managing those assets. Changes to the business
2.19.2.2.1 Financial liabilities at fair value through profit and model are expected to be infrequent. The Group’s senior
loss management determines change in the business model as
Financial liabilities at fair value through profit and loss a result of external or internal changes which are significant
to the Group’s operations. Such changes are evident to prospectively from the reclassification date which is the first
external parties. A change in the business model occurs day of the immediately next reporting period following the
when the Group either begins or ceases to perform an change in business model. The Group does not restate any
activity that is significant to its operations. If the Group previously recognised gains, losses (including impairment
reclassifies financial assets, it applies the reclassification gains or losses) or interest.
The followng table shows various reclassifications and how they are accounted for:
2.19.4 Offsetting of financial instruments item ceases to be adjusted for changes in its fair value
Financial assets and financial liabilities are offset and the attributable to the risk being hedged.
net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised If the hedged item is derecognised, the unamortised fair
amounts and there is an intention to settle on a net basis, value is recognised immediately in the statement of profit
to realise the assets and settle the liabilities simultaneously. and loss. When an unrecognised firm commitment is
designated as a hedged item, the subsequent cumulative
2.20 Derivative financial instruments: change in the fair value of the firm commitment attributable
The Group uses derivative financial instruments, such as to the hedged risk is recognised as an asset or liability with
forward currency contracts, to manage its foreign currency a corresponding gain or loss recognised in the statement
risks. These derivative instruments are not designated of profit and loss.
as cash flow, fair value or net investment hedges and
are entered into for period consistent with currency. 2.20.2 Cash flow hedges
Such derivative financial instruments are initially recognised The effective portion of the gain or loss on the hedging
at fair value on the date on which a derivative contract instrument is recognised in other comprehensive income
is entered into and are subsequently re-measured at fair (OCI) in the cash flow hedge reserve, while any ineffective
value. Derivatives are carried as financial assets when the portion is recognised immediately in the statement of profit
fair value is positive and as financial liabilities when the fair and loss.
value is negative. Any gains or losses arising from changes
in the fair value of derivatives are taken directly to the The Group uses forward currency contracts as hedges of
statement of profit and loss. its exposure to foreign currency risk in forecast transactions
and firm commitments. The ineffective portion relating to
2.20.1 Fair value hedges foreign currency contracts is recognised in other income/
The change in the fair value of a hedging instrument is other expenses.
recognised in the statement of profit and loss as finance
costs. The change in the fair value of the hedged item
Amounts recognised as OCI are transferred to the
attributable to the risk hedged is recorded as part of the statement of profit and loss when the hedged transaction
carrying value of the hedged item and is also recognised in affects profit or loss, such as when the hedged financial
the statement of profit and loss as finance costs. income or financial expense is recognised or when a
forecast sale occurs. When the hedged item is the cost of
For fair value hedges relating to items carried at amortised a non-financial asset or non-financial liability, the amounts
cost, any adjustment to carrying value is amortised through recognised as OCI are transferred to the initial carrying
profit or loss over the remaining term of the hedge using amount of the non-financial asset or liability.
the EIR method. EIR amortisation may begin as soon as
an adjustment exists and no later than when the hedged If the hedging instrument expires or is sold, terminated
Corporate Overview
revoked, or when the hedge no longer meets the criteria for determines whether transfers have occurred between
hedge accounting, any cumulative gain or loss previously levels in the hierarchy by re-assessing categorisation
recognised in OCI remains separately in equity until the (based on the lowest level input that is significant to the
forecast transaction occurs or the foreign currency firm fair value measurement as a whole) at the end of each
commitment is met. reporting period.
2.21 Fair value measurement For the purpose of fair value disclosures, the Group has
The Group measures financial instruments, such as, determined classes of assets and liabilities on the basis of
derivatives, foreign denominated borrowings and assets, the nature, characteristics and risks of the asset or liability
forward contracts at fair value at each balance sheet date. and the level of the fair value hierarchy as explained above.
Fair value is the price that would be received to sell an 2.22 Cash and cash equivalents
asset or paid to transfer a liability in an orderly transaction Cash and cash equivalent in the balance sheet comprise
Statutory Reports
between market participants at the measurement date. cash at banks and on hand and short-term deposits with
The fair value measurement is based on the presumption an original maturity of three months or less, which are
that the transaction to sell the asset or transfer the liability subject to an insignificant risk of changes in value.
takes place either:
For the purpose of the statement of cash flows, cash and
• In the principal market for the asset or liability or
cash equivalents consist of cash and short-term deposits,
• In the absence of a principal market, in the most as defined above, net of outstanding bank overdrafts as
advantageous market for the asset or liability they are considered an integral part of the Group’s cash
management.
The principal or the most advantageous market must be
accessible by the Group. 2.23 Dividend distribution to equity holders
The Group recognises a liability to make cash distributions
The fair value of an asset or a liability is measured using to equity holders of the Group when the distribution
Financial Statements
the assumptions that market participants would use is authorised and the distribution is no longer at the
when pricing the asset or liability, assuming that market discretion of the Group. As per the corporate laws in
participants act in their economic best interest. India, a distribution is authorised when it is approved by
the shareholders. A corresponding amount is recognised
A fair value measurement of a non-financial asset takes into directly in equity.
account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by 2.24 Foreign currencies
selling it to another market participant that would use the The Group’s financial statements are presented in `, which
asset in its highest and best use. is also the Group’s functional currency.
The Group uses valuation techniques that are appropriate Transactions in foreign currencies are initially recorded
in the circumstances and for which sufficient data are by the Group at ` spot rate at the date the transaction
available to measure fair value, maximising the use of first qualifies for recognition. Monetary assets and
relevant observable inputs and minimising the use of liabilities denominated in foreign currencies are translated Notice & Proxy
unobservable inputs. at the functional currency spot rates of exchange at the
reporting date.
All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorised Exchange differences arising on settlement or translation
within the fair value hierarchy, described as follows, based of monetary items are recognised in the statement of profit
on the lowest level input that is significant to the fair value and loss.
measurement as a whole:
Non-monetary items that are measured in terms of
• Level 1 - Quoted (unadjusted) market prices in active historical cost in a foreign currency are translated using
markets for identical assets or liabilities the exchange rates at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign
•
Level 2 - Valuation techniques for which the
currency are translated using the exchange rates at the
lowest level input that is significant to the fair value
date when the fair value is determined. The gain or loss
measurement is directly or indirectly observable
arising on translation of non-monetary items measured
•
Level 3 - Valuation techniques for which the at fair value is treated in line with the recognition of the
lowest level input that is significant to the fair value gain or loss on the change in fair value of the item (i.e.,
measurement is unobservable translation differences on items whose fair value gain or
CEAT Limited
Capital work in progress 80,159 30,935
Notes:
1. Building includes ` 0.10 Lacs as at March 31, 2019 (As at March 31, 2018 ` 0.10 Lacs) being value of unquoted fully-paid shares held in various co-operative housing societies.
2. During the year, the group has transferred the following expenses which are attributable to the construction activity and are included in the cost of capital work-in-progress (CWIP) / Fixed assets as the case may be.
199
Consequently, expenses disclosed under the respective notes are net of such amounts.
Corporate Overview
(March 31, 2018 ` Nil) which are attributable to the development activity and are included in the cost of intangible under development / intangible assets as the
case may be. Consequently, expenses disclosed under note 34 are net of such amounts.
Statutory Reports
a) Refer note 53(g) for information about liquidity risk relating to investments
Note 6: Investments
(` in lacs)
As at As at
Particulars Face Value
March 31, 2019 March 31, 2018
Unquoted equity shares (at cost) (non trade)
1,800 (as at March 31, 2018: 1,800) equity shares of RPG Ventures limited (formerly known
` 10 0 0
as Maestro Comtrade Private Limited)
9,75,000 (as at March 31, 2018: Nil) equity shares of Bhadreshwar Vidyut Private Limited
` 0.19 2 -
(formerly known as OPGS Power Gujarat private limited)
Investment in others (at amortised cost)
National Saving Certificates VIII issue (refer foot note a) 0 0
Rado Employees Co-operative Society ` 10 0 0
Financial Statements
Aggregate value of unquoted investments 2 0
Aggregate amount of quoted investments - -
Aggregate Market value of quoted investments - -
Aggregate amount of unquoted investments 2 0
Notes:
a) Pledged as security for sales tax purpose
b) Refer note 53(g) for information about liquidity risk relating to investments
Note 7: Loans
Refer note 2.19 for acccounting policy on financial instruments
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Non current (at amortised cost) Notice & Proxy
Secured, considered good
Security deposits 407 298
Unsecured, considered good
Security deposits 1 16
Unsecured, considered doubtful
Security deposits 121 128
Less: Allowance for doubtful deposits (121) (128)
Total 408 314
Notes:
a) No loans are Due from directors or promoters of the holding company either severally or jointly with any person
b) Refer note 51 for information about fair value measurement and note 53(g) for information about liquidity risk relating to loans
Corporate Overview
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Current (at fair value through profit and loss)
Investment in units of liquid mutual funds (quoted)
a) Unit of Face value `100 each, fully-paid up
Nil (March 31, 2018: 5,18,176) units of Aditya Birla Sun Life Floating Rate Fund - STP - Dir - Growth - 1,202
b) Unit of Face value `1,000 each, fully-paid up
Nil (March 31, 2018: 36,767) units of SBI Premier Liquid Fund - Direct - Growth - 1,002
Nil (March 31, 2018: 29,246) units of HDFC Liquid Fund - Direct - Growth - 1,001
Nil (March 31, 2018: 3,34,470) units of ICICI Prudential Money Market Fund - Direct - Growth - 801
Total - 4,006
Aggregate amount of quoted investments - 4,006
Statutory Reports
Aggregate market value of quoted investments - 4,006
Aggregate amount of unquoted investments - -
Notes:
a) Refer note 51 for information about fair value measurement and note 53(g) for information about liquidity risk relating to investments
Financial Statements
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Break-up for security details
Secured, considered good (refer foot noot a) 24,493 25,314
Unsecured, considered good 46,145 49,409
Doubtful 2,080 2,146
Total 72,718 76,869
Allowance for doubtful debts (2,080) (2,146)
Grant total 70,638 74,723
(` in lacs)
As at As at Notice & Proxy
Particulars
March 31, 2019 March 31, 2018
The movement in allowance for doubtful debts is as follows:
Balance as at beginning of the year 2,146 3,291
Change in allowance for doubtful debts during the year 63 352
Trade receivables written off during the year (129) (1,497)
Balance as at end of the year 2,080 2,146
Notes:
a) These debts are secured to the extent of security deposit obtained from the dealers.
b) No trade or other receivable are due from directors or other officers of the holding company either severally or jointly with any other person. Nor any trade or other
receivable are due from firms or private companies respectively in which any director is a partner, a director or a member other than those disclosed in note no 48.
c) Trade receivables are non-interest bearing within the credit period which is generally 30 to 60 days.
d) For terms and conditions with related parties, refer to note 48
e) Refer note 53(f) for information about credit risk relating to trade receivables
f) The Group has entered into an arrangement to sell it receivable to third parties on without recourse to the Group. The Group has derecognised trade receivables of
` 4,894 lacs from the books. The Group has transferred substantially all the risks and rewards of the asset.
Note 14: Bank balances other than cash and cash equivalents
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Deposits with original maturity of more than 3 months but remaing maturity of less than 12 months 51 71
Balances held for unclaimed public deposits and interest thereon (refer foot note a) 105 111
Balances held for unpaid/unclaimed dividend accounts (refer foot note b) 443 225
Total 599 407
Notes :
a) These balances are available for use only towards settlement of matured deposits and interest on deposits. Also includes ` 0.20 lacs (March 31, 2018 ` 0.20 lacs)
outstanding for a period exceeding seven years, in respect of which a Government agency has directed to the Group to hold.
b) These balances are available for use only towards settlement of corresponding unpaid dividend liabilities.
c) Refer note 53(g) for information about liquidity risk relating to bank balances other than cash and cash equivalents
Corporate Overview
March 31, 2019 March 31, 2018
Current (at amortised cost)
Unsecured, considered good
Advance receivable in cash 161 200
Other receivables (refer foot note b) 96 473
Interest receivable (refer foot note c) 2,601 10
Receivable from group companies and joint ventures (refer note 48) 258 273
Others 106 -
Total 3,222 956
Notes:
a) Refer note 53(g) for information about liquidity risk relating to Other financial assets.
b) Includes fair value of plan assets for gratuity (net) of Nil (March 31, 2018: ` 368 lacs).(refer note 46 for details).
c) Includes interest due on income tax refunds.
Statutory Reports
Note 17: Other current assets
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Unsecured, considered good
Advance receivable in kind or for value to be received 4,916 6,102
Balance with government authorities 10,147 7,689
Advance to employees 52 184
Prepaid expense 2,584 679
Unsecured, considered doubtful
Advance receivable in kind or for value to be received 44 44
Less: Allowance for advance receivable in kind or for value to be received (44) (44)
Total 17,699 14,654
Financial Statements
Note 18: Assets held-for-sale
Refer note 2.10 for accounting policy on Assets held-for-sale
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Free hold land and building (refer foot note a and b) 270 -
Plant and equipment (refer foot note b) 249 -
Total 519 -
Notes:
a) Free hold land and building includes building of ` 44 Lacs classified as assets held for sale by the holding company
b) During this year the wholly owned subsidiary - RADO Tyres limited (RADO) has received the order from Labour & Skills (A) Department, Government of Kerala,
granting permission under the Industrial Dispute Act, 1947 to close the Factory located at Nellikuzhi, near Kothamangalam. In the opinion of the management there
were no further business opportunities for RADO to explore. Notice & Proxy
On the basis of the above the Board of directors of RADO has decided that the most appropriate course of action for RADO is to sell its assets such as plant and
machinery, equipment, spares and such other assets located at its factory near Kothamangalam. The process to obtain quotation have also been initiated by the
RADO's Board and they expect the sale to be concluded in the financial year 2019-20 after obtaining the approval of Shareholders.
Given these circumstances the RADO's Board has considered prudent to reclassify the above assets to the head assets held for sale.
In the event of winding-up, the holders of equity shares shall be entitled to receive remaining assets of the Group after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.
The shareholders have all other rights as available to equity shareholders as per the provision of the Companies Act, applicable
in India read together with the Memorandum of Association and Articles of Association of the Company, as applicable.
d)
As per the records of the Company as at March 31, 2019 no calls remain unpaid by the directors and officers of the company.
e)
The Company has not issued any equity shares as bonus for consideration other than cash and has not bought back any
shares during the period of 5 years immediately preceeding March 31, 2019.
a) Securities premium
Corporate Overview
At April 1, 2017 56,703
At March 31, 2018 56,703
At March 31, 2019 56,703
b) Capital reserve
Capital reserve includes profit on amalgamation of entities and on account of consolidation of the Company's Bangladesh
Subsidiary, CEAT AKKHAN Limited (FY 2013-14)
(` in lacs)
At April 1, 2017 1,391
Add: Foreign Exchange fluctuation on restatement of capital reserve (13)
At March 31, 2018 1,378
Add: Foreign Exchange fluctuation on restatement of capital reserve 19
At March 31, 2019 1,397
Statutory Reports
c) Capital redemption reserve
Capital redemption reserve represents amount transferred from profit and loss account on redemption of preference shares
during FY 1998-99.
(` in lacs)
At April 1, 2017 390
At March 31, 2018 390
At March 31, 2019 390
Financial Statements
Gain / (Loss) arising during the year 266
At March 31, 2018 474
Gain / (Loss) arising during the year (2,811)
At March 31, 2019 (2,337)
g) General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the
general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income, items included in the general reserve will not be reclassified subsequently to the statement of profit and loss.
(` in lacs)
At April 1, 2017 20,165
At March 31, 2018 20,165
Add: Transfer from debenture redemption reserve during the year (refer foot note i) 5,001
At March 31, 2019 25,166
Notes:
i) During the current year, the group has prepaid its Non convertible debentures ammounting to ` 20,000 lacs on July 31, 2018 and accordingly the balance
in DRR has been transferred to general reserve
h) Retained earnings
(` in lacs)
At April 1, 2017 1,55,213
Profit for the year 23,798
Other comprehensive income 680
Transfer to debenture redemption reserve (DRR) (1,667)
Payment of dividend (refer note 21) (4,652)
Payment of dividend distribution tax (DDT) (refer note 21) (553)
At March 31, 2018 1,72,819
Profit for the year 25,222
Other comprehensive income (462)
Payment of dividend (refer note 21) (4,652)
Payment of dividend distribution Tax (DDT) (refer note 21) (829)
Others 37
At March 31, 2019 1,92,135
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Proposed dividend on equity shares
Final cash dividend for the year ended on March 31, 2019: ` 12 per share (March 31, 2018 ` 11.50 per share) 4,854 4,652
Dividend distribution tax (DDT) on proposed dividend 998 956
Total 5,852 5,608
Proposed dividend on equity shares which are subject to approval at the annual general meeting are not recognised as a liability
(including Dividend distribution tax thereon) in the year in which it is proposed.
During the year ended March 31, 2019, the company has paid dividend to its shareholders. This has resulted in payment of Dividend
distribution tax (DDT) to the taxation authorities. The Group believes that DDT (Dividend distribution tax) represents additional
payment to taxation authority on behalf of the shareholders. Hence, DDT paid is charged to equity.
Corporate Overview
Refer note 2.19 for acccounting policy on financial instruments
(` in lacs)
Non-current Current
Particulars As at As at As at As at
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Interest bearing loans and borrowings
I. Secured
i) Debentures
a) Non-convertible debentures (refer foot note 1) - 19,956 - -
ii) Term loans
a) Indian rupee loan from banks*
Citibank N.A. (refer foot note 2) 21,500 - - -
Statutory Reports
Citicorp Finance (India) Limited (refer foot note 3) 8,500 - - -
HDFC Bank (refer foot note 4) 17,299 - - -
Kotak Mahindra Bank (refer foot note 5) 29,971 - - -
Bank of Baroda (refer foot note 6) 19,826 - - -
SVC Bank (refer foot note 7) # 7,410 - - -
YES Bank Ltd. (refer foot note 8) - 3,436 - -
ICICI Bank Ltd. (refer foot note 9) 14,582 14,450 765 -
b) Buyer's Credit (refer foot note 10 & 11) 619 4,512 4,143 22,225
II. Unsecured
i) Public deposits (refer foot note 12) 0 0 - -
ii) Deferred sales tax incentive (refer foot note 13) 2,557 2,762 205 269
1,22,264 45,116 5,113 22,494
Less: amount classified under other current financial liabilities
Financial Statements
- - (5,113) (22,494)
(refer note 28)
Total 1,22,264 45,116 - -
Notes: 4 Term Loan from HDFC Bank ` 17,300 lacs as on March 31,
1 Non-Convertible Debentures (NCD) `20,000 lacs 2019 (March 31, 2018: NIL)is secured by first pari passu
(March 31, 2018: ` 20,000 lacs) allotted on July 31, 2015 charge over the fixed and movable assets. It is payable
on private placement basis was pre-paid in full including in 12 equal quarterly installments payable after 2 years
interest thereon during the year. It was secured by a first of Moratorium.
pari passu charge over the movable assets (except current
assets) and immovable assets of the holding company 5 Term Loan from Kotak Mahindra Bank Limited ` 30,000
situated at the Nasik Plant. It carried interest of 8.70% p.a lacs as on March 31, 2019 (March 31, 2018: NIL) is secured
at the time of repayment. by first pari passu charge over the holding Company's
movable and immovable assets situated at Halol, Nagpur
2
Term Loan from Citibank N.A. ` 21,500 lacs as on
& Chennai Plant. It is payable as under: Notice & Proxy
March 31, 2019 (March 31, 2018: NIL) is secured by pari
passu charge over the fixed and movable assets. It is Repayment
Year Schedule of repayment
payable as under: Schedule (In %)
2021 - 22 2.5%
Repayment
Year Schedule of repayment 2022 - 23 10%
Schedule (In %) To be repaid in 28 structured
2023 - 24 11.5%
2021 - 22 20% To be repaid in 3 annual
2024 - 25 16% quarterly instalments commencing
2022 - 23 30% installment at the end of 3rd, 4th (March 2022) after 3 years of
& 5th year 2025 - 26 16% moratorium from first dradown
2023 - 24 50%
2026 - 27 16% date (December 2018)
2027 - 28 16%
3 Term Loan from Citicorp Finance India Limited ` 8,500 lacs 2028 - 29 12%
as on March 31, 2019 (March 31, 2018: NIL) is secured by
pari passu charge over the fixed and movable assets. It is
6 Term Loan from Bank of Baroda ` 20,000 lacs as on
payable as under:
March 31, 2019 (March 31, 2018: NIL)is secured by first
Repayment pari passu charge over the fixed assets of the holding
Year Schedule of repayment
Schedule (In %) company's movables and immovables situated at Halol,
2021 - 22 20% To be repaid in 3 annual Nagpur & Chennai Plant. It is payable as under:
2022 - 23 30% installments at the end of 3rd, 4th
2023 - 24 50% & 5th year
Corporate Overview
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Non current
At fair value through other comprehensive income
Derivative financial instrument 315 177
At amortised cost
Security deposits 146 146
Total 461 323
Notes:
a) Refer note 51 of information about fair value measurement and note 53(g) for information about liquidity risk relating to other financial liabilities.
Statutory Reports
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Non-current provisions
Provision for sales related obligations (refer note a) 959 886
Provision for gratuity (refer note 46) - 10
Provision for compensated absences (refer foot note b) 2,813 2,481
Provision for decommissioning liability (refer note c) 68 61
3,840 3,438
Current provisions
Provision for sales related obligations (refer note a) 3,503 2,862
Provision for gratuity (refer note 46) 1,032 -
Provision for compensated absences (refer foot note b) 547 318
Financial Statements
Provision for indirect tax and labour matters (refer foot note d) 4,971 1,858
Total 10,053 5,038
Notes:
a) Provision for sales related obligation
A provision is recognized for expected sales related obligations on product sold during the last three years, based on past
experience of the level of returns and cost of claim. It is expected that significant portion of these costs will be incurred in the
next financial year and within three years from the reporting date. Assumptions used to calculate the provision for sales related
obligations were based on current sales levels and current information available about returns based on the three years period
for all products sold. The table below gives information about movement in provision for sales related obligations.
Corporate Overview
(` in lacs)
Particulars 2018-19 2017-18
Accounting profit before tax from continuing operations 37,620 36,732
Income tax rate of 34.94% (March 31, 2018: 34.61%) 13,145 12,712
Additional deduction on research and development (R&D) expense (1,281) (1,168)
Income taxable at special rates (128) (402)
Effect of exempt incomes - (40)
Impact of share of profit from joint venture (736) (806)
Income Tax Refund for earlier years (Net of provision for tax of earlier years) (1,505) -
Others 287 125
Non-deductible expenses for tax purposes
Depreciation on revaluation 183 187
Statutory Reports
Corporate social responsibility (CSR) Expenses 184 185
Other non-deductible expenses 32 29
Impact of subsidiaries with no tax on account of losses 1,873 2,280
Impact of associate with no tax on account of losses 31 10
Difference in tax rates for certain entities of the group 367 238
Other Ind AS adjustments 60 53
At the effective income tax rate of 33.26% (March 31, 2018: 36.49%) 12,512 13,403
Deferred tax
Deferred tax relates to the following
(` in lacs)
Balance Sheet Profit and Loss
Financial Statements
Particulars As at As at
2018-19 2017-18
March 31, 2019 March 31, 2018
Accelerated depreciation for tax purposes (34,903) (30,751) 4,152 3,932
MAT Credit entitlement (refer foot note a) 5,764 7,245 1,481 (1,332)
Voluntary retirement scheme 1,637 1,604 (33) (652)
Provision for doubtful debts 2,023 946 (1,077) 326
Undistributed profit of subsidiary (refer foot note c & d) (1,483) (1,349) 134 48
Others 5,044 3,376 (1,545) 442
Deferred tax expense/(income)
(21,918) (18,929) 3,112 2,764
Net deferred tax assets/(liabilities) (refer foot note a)
Notes:
a) Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 (the MSMED Act) are given
as follows:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
i) The principal amount remaining unpaid to any supplier as at the end of each accounting year 577 360
ii) Interest due thereon remaining unpaid to any supplier as at the end of accounting year 7 -
iii) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the
7 12
amounts of the payment made to the supplier beyond the appointed day during each accounting year
iv) The amount of interest due and payable for the year - -
v) Amount of further interest remaining due and payable even in the succeeding years, until such
date when the interest dues as above are actually paid to the small enterprises for the purpose of - -
disallowance as a deductible expenditure under section 23 of the Act.
The information disclosed above is to the extent available with the Group.
b) Trade payables are non interest bearing and normally settled on 30 to 105 days
c) Refer note 53(g) for information about liquidity risk relating to trade payables.
Corporate Overview
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Current
At fair value through other comprehensive income
Derivative financial instrument 3,473 23
At amortised cost
Current maturities of long-term borrowings (refer note 22) 5,113 22,494
Interest accrued but not due on borrowings 542 214
Interest accrued but not due on security deposit 13 13
Unpaid dividends 443 225
Unpaid matured deposits and interest accrued thereon (refer foot note a) 101 117
Statutory Reports
Payable to capital vendors 18,531 4,759
Deposits from dealers 33,246 31,512
Others - 71
Total 61,462 59,428
Notes:
a) Refer foot note a) of note 14: Bank balances other than cash and cash equivalents.
b) Refer note 51 of information about fair value measurement and note 53(g) for information about liquidity risk relating to other financial liabilities.
Financial Statements
Advance received from customers* 1,359 1,804
Other payables 2 2
Total 9,001 9,720
* Balance as at March 31, 2019 represents contract liabilities
Contract liabilities includes payments received in advance of performance under the contract.
(` in lacs)
Particulars 2018-19
Revenue recognised in the period from
Amounts included in contract liability at the beginning of the period 1,804
Performance obligations satisfied in previous periods -
The Group receives payment from customers based on a billing schedule, as established in the contracts with customers.
Trade receivable are recognised when the right to consideration becomes unconditional. Contract liability relates to payments
received in advance of performance under the contract. Contract liabilities are recognised as revenue as (or when) the Group
perform under the contract.
Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price:
(` in lacs)
Particulars 2018-19
Revenue as per contracted price 6,97,733
Reductions towards variable consideration components (2,797)
Revenue from contracts with customers 6,94,936
Practical expedients
The Group has taken advantage of the following practical exemptions:
- Not to account for significant financing components where the time difference between receiving consideration and transferring
control of goods or services to its customer is one year or less;
*The cumulative effect of initially applying Ind AS 115 is recognised at the date of initial application as an adjustment to the opening balance of retained earnings.
Therefore, the comparative information was not restated and continues to be reported under Ind AS 18 (refer note 2.2.2).
Corporate Overview
(` in lacs)
Particulars 2018-19 2017-18
Raw Material
Opening stock of raw material 36,167 42,720
Add: Purchases 4,32,425 3,58,661
4,68,592 4,01,381
Less: Closing stock (38,043) (36,167)
Total 4,30,549 3,65,214
(` in lacs)
Details of raw materials consumed 2018-19 2017-18
Rubber 2,04,407 1,87,779
Fabrics 66,106 51,933
Statutory Reports
Carbon black 64,506 49,944
Chemicals 53,054 42,610
Others 42,476 32,948
Total 4,30,549 3,65,214
(` in lacs)
As at As at
Details of closing inventories
March 31, 2019 March 31, 2018
Rubber 24,182 23,678
Fabrics 4,557 3,513
Carbon black 3,040 1,513
Chemicals 3,443 4,031
Others 2,821 3,432
Financial Statements
Total (refer note 10(a)) 38,043 36,167
Corporate Overview
a) Payments to the auditor (` in lacs)
Particulars 2018-19 2017-18
As auditor
Audit fee* 68 68
Limited review 27 28
In other capacity
Other services (including certification fees) 12 10
Reimbursement of expenses 5 3
Total 112 109
Statutory Reports
I) Gross amount required to be spent during the year 1,051 1,071
(` in lacs)
In cash Yet to be paid Total
in cash
II) Amount spent during the year ended on March 31, 2019
i) Construction/acquisition of any asset - - -
ii) On purposes other than (i) above 1,051 - 1,051
Total 1,051 - 1,051
(` in lacs)
In cash Yet to be paid Total
in cash
III) Amount spent during the year ended on March 31, 2018
Financial Statements
i) Construction/acquisition of any asset - - -
ii) On purposes other than (i) above 1,071 - 1,071
Total 1,071 - 1,071
Notes:
a) The Group does not carry any provision for corporate social responsibility expenses for current year and previous year
The above expenditure of research and development has been determined on the basis of information available with the Group and
as certified by the management.
Basic earnings per share (EPS) amounts are calculated by dividing profit for the year attributable to equity holders of the Parent by
the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity
shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the
dilutive potential equity shares into equity shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
(` in lacs)
Particulars 2018-19 2017-18
Profit after tax for calculation of basic and diluted EPS 25,222 23,798
Weighted average number of equity shares (face value per share `10) in calculating basic EPS
4,04,50,092 4,04,50,092
and diluted EPS
Basic earnings per share (Face value of ` 10 each) 62.35 58.83
Diluted earnings per share (Face value of ` 10 each) 62.35 58.83
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most
significant effect on the amounts recognised in the consolidated financial statements.
Corporate Overview
obligation.
The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in
response to demographic changes. Increase in future salary and gratuity is based on expected future inflation rates.
Statutory Reports
using the Discounted Cash Flow (DCF) method based on the following assumptions:
Financial Statements
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets except revaluation of hedging and current investment which are shown at fair value as per
quoted market price, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model.
The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of
judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk
and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments (refer
note 51 and 52 for further disclosures).
The Group considers that such arrangement is a joint venture, as the agreement in relation to the CEAT Kelani Holding Notice & Proxy
Company Pvt. Limited requires unanimous consent from both parties for all relevant activities. The two partners have direct
rights to the assets of the partnership and are jointly and severally liable for the liabilities incurred by the partnership. This entity
is therefore classified as a joint venture and is consolidated using the equity method.
% of equity interest
Name Country of incorporation
March 31, 2019 March 31, 2018
Rado Tyres Limited India 41.44% 41.44%
CEAT AKKHAN Limited Bangladesh 30.00% 30.00%
The summarized financial information of these subsidiaries is provided below. This information is based on amounts before
inter-company eliminations:
Summarised statement of profit and loss for the year ended March 31, 2019
(` in lacs)
Particulars Rado Tyres Limited CEAT AKKHAN Limited
Revenue 14 8,447
Profit/(Loss) for the year (147) (176)
Other comprehensive income - -
Total comprehensive income (147) (176)
Attributable to:
Equity holders of parent (86) (123)
Non-controlling interest (61) (53)
Summarised statement of profit and loss for the year ended March 31, 2018
(` in lacs)
Particulars Rado Tyres Limited CEAT AKKHAN Limited
Revenue 31 6,017
Profit/(Loss) for the year (870) (363)
Other comprehensive income (13) -
Total comprehensive income (883) (363)
Attributable to:
Equity holders of parent (517) (254)
Non-controlling interest (366) (109)
(` in lacs)
Particulars Rado Tyres Limited CEAT AKKHAN Limited
Non current assets 513 7,832
Current assets 46 4,214
Non current liabilities 1,510 19
Current liabilities 10 2,770
Total equity (961) 9,257
Attributable to:
Equity holders of parent (563) 6,480
Non-controlling interest (398) 2,777
Corporate Overview
(` in lacs)
Particulars Rado Tyres Limited CEAT AKKHAN Limited
Non current assets 585 7,347
Current assets 126 3,202
Non current liabilities 1,510 -
Current liabilities 16 1,635
Total equity (815) 8,914
Attributable to:
Equity holders of parent (478) 6,240
Non-controlling interest (337) 2,674
Statutory Reports
Particulars Rado Tyres Limited CEAT AKKHAN Limited
Operating (20) (712)
Investing 12 (25)
Financing - 809
Net increase / (decrease) in cash and cash equivalents (8) 72
(` in lacs)
Particulars Rado Tyres Limited CEAT AKKHAN Limited
Operating (1,148) (388)
Investing - (27)
Financing 1,160 181
Financial Statements
Net increase / (decrease) in cash and cash equivalents 12 (234)
The Group has no contingent liabilities or capital commitments relating to its interest in CEAT Kelani Holding (Pvt) Limited as at
March 31, 2019 and March 31, 2018. The joint venture has no contingent liabilities or capital commitments as at March 31, 2019
and March 31, 2018.
The Group has no contingent liabilities or capital commitments relating to its interest in TYRESNMORE Online Pvt Ltd as at
March 31, 2019 and March 31, 2018. The joint venture has no contingent liabilities or capital commitments as at March 31, 2019
and March 31, 2018.
Corporate Overview
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Non Current Assets 132 59
Current Assets 338 299
Non Current Liabilities 3 0
Current Liabilities 98 38
Total equity 369 320
Percentage of the Group's ownership 36.96% 31.93%
Group's share in Net worth 136 102
Goodwill on Consolidation 448 269
Carrying amount of investments 584 371
Statutory Reports
Refer note 2.18 for accounting policy on retirement and other employee benefits
a) Defined contribution plan
The Group has recognised and included in Note No. 34 “Contribution to Provident and other funds” expenses towards the
defined contribution plan as under:
(` in lacs)
2018-19 2017-18
Contribution
1,797 1,720
to Provident fund
Financial Statements
separate administrative fund.
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, every employee who has completed five
years of service gets a gratuity on separation @ 15 days of last drawn salary for each completed year of service. The scheme
is funded with an insurance Company in the form of qualifying insurance policy.
The fund has the form of a trust and it is governed by the Board of Trustees, which consists of employer and employee
representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the
investment strategy.
Each year, the Board of Trustees reviews the level of funding. Such a review includes the asset-liability matching strategy and
investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks.
The Board of Trustees decides its contribution based on the results of this annual review. The Board of trustees have appointed
LIC of India, Birla Sun Life Insurance, India First Life Insurance & HDFC Life Insurance to manage its funds. The Board of Notice & Proxy
Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed)
will arise.
In case of death, while in service, the gratuity is payable irrespective of vesting. The Group makes annual contribution to the
Group gratuity scheme administered by LIC through its gratuity funds.
viii) The major categories of plan assets as a percentage of the fair value of plan assets are as follows
As at As at
Particulars
March 31, 2019 March 31, 2018
Investment with insurer 100% 100%
Corporate Overview
Valuations are performed on certain basic set of predetermined assumptions and other regulatory frame work which may vary
over time. Thus, the Group is exposed to various risks in providing the above gratuity benefit which are as follows:
Liquidity Risk
This is the risk that the Group is not able to meet the short-term gratuity payouts. This may arise due to non availability of
enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Statutory Reports
in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to
determine the present value of obligation will have a bearing on the plan's liability.
Demographic Risk
The Group has used certain mortality and attrition assumptions in valuation of the liability. The Group is exposed to the risk of
actual experience turning out to be worse compared to the assumption.
Regulatory Risk
Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to
time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity
in the previous year of ` 20 lacs).
Financial Statements
The duration of the liability is longer compared to duration of assets, exposing the Group to market risk for volatilities/fall in
interest rate.
a) CEAT Limited
Investment Risk
The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority and other relevant
factors, such as supply and demand in the employment market.
The sensitivity analysis below have been determined based on reasonably possible change of the assumptions occurring at the end
of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Defined Benefit Obligation (Base) 10,280 9,301
A quantitative sensitivity analysis for significant assumption as at March 31, 2019 is as shown below:
(` in lacs)
2018-19 2017-18
Particulars
Decrease Increase Decrease Increase
Discount rate (- / + 1%) 11,048 9,603 10,069 8,628
(% change compared to base due to sensitivity) 7.5% (6.6%) 8.3% (7.2%)
Salary growth rate (- / + 1%) 9,595 11,043 8,620 10,064
(% change compared to base due to sensitivity) (6.7%) 7.4% (7.3%) 8.2%
Attrition rate (- / + 50% of attrition rates) 10,261 10,286 9,267 9,319
(% change compared to base due to sensitivity) (0.2%) 0.1% (0.4%) 0.2%
Mortality rate (- / + 10% of mortality rates) 10,279 10,280 9,300 9,301
(% change compared to base due to sensitivity) 0.00% 0.00% 0.00% 0.00%
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation
as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance
Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets
arising as a result of such valuation is funded by the Company.
The Company’s best estimate of contribution during the next year is ` 1,655 lacs.
The weighted average duration (based on discounted cash flow) of defined benefit obligation is 7 years.
The following payments are expected contributions to the defined benefit plan in future years:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Within the next 12 months (next annual reporting period) 1,676 1,128
Between 2 and 5 years 4,210 3,657
Between 6 and 10 years 4,839 4,558
Beyond 10 years 9,241 9,925
Total expected payments 19,966 19,268
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate
is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes
payment of all gratuity outflows happening during the year (subject to sufficiency of funds under the policy). The policy, thus,
mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of
liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should
result in an increase in liability without corresponding increase in the asset).
b) CSTL
Investment Risk
The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority and other relevant
factors, such as supply and demand in the employment market.
Corporate Overview
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Defined Benefit Obligation (Base) 71 106
A quantitative sensitivity analysis for significant assumption as at March 31, 2019 is as shown below
(` in lacs)
2018-19 2017-18
Particulars
Decrease Increase Decrease Increase
Discount rate (- / + 1%) 76 67 118 97
(% change compared to base due to sensitivity) 6.8% (6.1%) 10.47% (8.93%)
Statutory Reports
Salary growth rate (- / + 1%) 67 76 97 118
(% change compared to base due to sensitivity) (6.2%) 6.8% (8.84%) 10.17%
Attrition rate (- / + 1% of attrition rates) 72 70 107 106
(% change compared to base due to sensitivity) 1.6% (1.6%) 0.62% (0.66%)
Mortality rate (- / + 10% of mortality rates) 71 71 107 107
(% change compared to base due to sensitivity) 0 0 0 0
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation
as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance
Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets
arising as a result of such valuation is funded by the Company.
Financial Statements
The Company’s best estimate of contribution during the next year is NIL
The weighted average duration (based on discounted cash flow) of defined benefit obligation is 6 years.
The following payments are expected contributions to the defined benefit plan in future years:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Within the next 12 months (next annual reporting period) 5 4
Between 2 and 5 years 38 58
Between 5 and 10 years 39 148
Total expected payments 82 210
Notice & Proxy
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate
is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes
payment of all gratuity outflows happening during the year (subject to sufficiency of funds under the policy). The policy, thus,
mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of
liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should
result in an increase in liability without corresponding increase in the asset).
Lease rental on the said lease of ` 133 Lacs (March 31, 2018 ` 144 Lacs) has been charged to Statement of profit and loss.
Future minimum rentals payable under non-cancellable operating leases as at March 31, 2019 are, as follows:
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Within one year 81 70
After one year but not more than five years 169 133
More than five years - -
b) Contingent Liabilities
(to the extent not provided for)
Refer note 2.27 for accounting policy on contingent liability and asset
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
1. Direct and indirect taxation matters (refer note a)
Income tax 911 4,317
Wealth tax - 7
Excise duty / Service tax 7,083 6,633
Sales tax / VAT 5,360 5,205
Bills discounted with banks 10,586 8,052
2. Claims against the Group not acknowledged as debts (refer note a)
In respect of labour matters 586 750
Rental disputes - 180
Customer disputes 446 446
Vendor disputes 294 294
3. Other claims (refer note a) 3,199 3,204
Notes:
a) in respect of above matters, future cash outflows are determinable only on receipt of judgements pending at various forums / authorities.
c) Commitments
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Estimated amount of contracts remaining to be executed on Capital account and not provided for (net of
1,31,648 96,328
advance payments)
d) Others
1. The Group has availed the Sales Tax Deferral Loan and Octroi refund from the Directorate of Industries for Nasik Plant.
Hence, the Group has to take prior permission of the appropriate authority for removal/transfer of any asset (falling under
the above Schemes) from Nasik Plant. In case of violation of terms & conditions, the Group is required to refund the entire
loan/benefit along with the interest @ 22.50% on account of Sales Tax deferral Loan and @ 15% on account of Octroi
refund.
2. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on Provident Fund (PF) dated
February 28, 2019. The Group is in the process of receiving further clarity on the subject.
Corporate Overview
Intelligence) Mumbai, on the ground that, the activity of making tyre set, i.e. inserting Tubes and Flaps inside the Tyres and
tied up through Polypropylene Straps, amounts to manufacture / pre-packaged commodity under Section 2(f)(iii) of Central
Excise Act, read with Section 2(l) of the Legal Metrology Act, 2009. Accordingly, the authorities worked out the differential duty
amounting to ` 27,421 Lacs i.e., the amount of duty already paid on the basis of transaction value and duty payable on the
basis of MRP under Section 4A, for the period from April-2011 to March-2017. The Group believes that Set of TT / TTF (Tyre
and Tube / Tyre, Tube and Flap) is not pre-packaged commodity in terms of provisions of Legal Metrology Act, 2009. The Group
has a strong case on the ground that, the said issue has been clarified by the Controller of the Legal Metrology Department vide
its letter dated May 1, 1991 that “Tyre with tube & flaps tied with three thin polythene strips may not be treated as a pre-packed
commodity within the meaning of rule 2(l) of the Standards of Weights and Measures (Packaged Commodities), Rules, 1977”.
The above clarification has been re-affirmed vide letter dated November 16, 1992 by the Legal Metrology authorities.
2. The Competition Commission of India (CCI) had, while considering the representation of the All India Tyres Dealers Federation
(AITDF) made a prima facie finding that the major players of tyre industry (including the Group) had some understanding
Statutory Reports
amongst themselves, especially in the replacement market, as they did not pass the benefit of corresponding reduction
in prices of major raw material inputs for the period subsequent to the year 2011-12. CCI had, vide its order passed on
June 24, 2014 under Section 26(1) of the Act, directed the Office of the Director General (DG) to investigate the said alleged
violation of the Act. DG submitted its investigation report to CCI in December 2015, based on which CCI directed the said
tyre manufacturers to file their suggestions/objections by May 5, 2016. Objections were filed as directed and the CCI had also
heard the tyre manufacturers in detail.
Aggrieved by the conduct of the Investigation by the DG, one of the other tyre manufacturer filed Writ Petition in the Madras
High Court, challenging the legality of the investigation conducted by the Director General. The Madras High Court had initially
admitted the Writ Petition and directed the CCI to not pass any Orders till the disposal of the Petition. Subsequently, the Writ
Petition was dismissed on March 6, 2018. Aggrieved by the decision of the Single Judge of the Madras High Court, the above
said tyre manufacturer filed Appeal before the Division Bench on March 7, 2018. On hearing the Appeal, the Division Bench on
March 08, 2018 directed the CCI to keep its Orders in sealed cover till the disposal of the Appeal. The Appeal is still pending.
Financial Statements
Meanwhile, few other tyre manufactures having been aggrieved by the decision of the Single Judge of the Madras High Court,
have filed Special Leave Petition before the Supreme Court. The Supreme Court has admitted the Special Leave Petition and
the same is now pending for hearing. In light of the above pending Petitions before the Madras High Court and the Supreme
Court, the CCI has not passed any Orders till date. The Group’s decision to change the price is purely a business decision
which depends upon many factors like cost of production, brand value perception, profit margin of each product, quality
perception of each product in the market, demand and supply situation of each product category and market potential and
market shares targets of various product categories etc. In view of the above, Group believes that it has a strong case hence,
considered as remote.
• Vinar Systems Pvt. Limited (“Vinar”) (Directors, KMP or their relatives are interested) upto May 31, 201
• B. N. Elias & Co. LLP (“B. N. Elias”) (Directors, KMP or their relatives are interested)
• Atlantus Dwellings & Infrastructure LLP (“Atlantus”) (Directors, KMP or their relatives are interested)
• Chattarpati Apartments LLP (“Chattarpati”) (Directors, KMP or their relatives are interested)
• Allwin Apartments LLP (“Allwin”) (Directors, KMP or their relatives are interested)
• Amber Apartments LLP (“Amber”) (Directors, KMP or their relatives are interested)
• Khaitan & Co. (“Khaitan”) (Directors, KMP or their relatives are interested)
• Artemis ventures Limited (“Artemis”) (Directors, KMP or their relatives are interested)
• Mr. Kunal Mundra (relative of director) (up to February 28, 2018)
• Key Management Personnel (KMP):
i) Mr. H. V. Goenka, Chairman
ii) Mr. Anant Goenka, Managing Director
iii) Mr. Arnab Banerjee, Whole-time Director
iv) Mr Kumar Subbiah, Chief Financial Officer
v) Ms. Shruti Joshi, Company Secretary upto June 11, 2018
vi) Ms. Vallari Gupte, Company Secretary w.e.f. October 25, 2018
vii) Mr. Paras K. Chowdhary, Independent Director
viii) Mr. Vinay Bansal, Independent Director
ix) Mr. Hari L Mundra, Non-Executive - Non Independent Director up to January 29, 2019
x) Mr. Atul C. Choksey, Independent Director
xi) Mr. Mahesh S. Gupta, Independent Director
xii) Mr. Haigreve Khaitan, Independent Director
xiii) Ms. Punita Lal, Independent Director
xiv) Mr. S. Doreswamy, Independent Director up to March 12, 2019
b)
The following transactions were carried out during the year with the related parties in the ordinary course of
business:
(` in lacs)
Transactions Related Party 2018-19 2017-18
ACPL (28) (25)
CKITL (28) (23)
Raychem (2) (8)
KEC (56) (51)
Amber 2 2
Reimbursement / (recovery) of expenses (net)
Zensar 9 9
RPGE 129 231
Vinar - 0
RPGLS (20) (16)
Total 6 119
ACPL 84 110
CKITL 137 113
Royalty income ATPL 82 70
CKRL 138 126
Total 441 419
ACPL 4,064 3,927
CKITL 767 502
Purchase of traded goods ATPL - 24
CKRL - 24
Total 4,831 4,477
Corporate Overview
CKITL 551 246
TNM 403 26
Sales ACPL 45 131
KEC 1 -
Total 1,000 403
Investments (including share application money) made
TNM 300 400
during the year
Technical development fees received ATPL 65 -
Allwin 16 15
KEC 1 9
Amber 16 15
Rent paid on residential premises / guest house Atlantus 19 18
Chattarpati 45 43
Statutory Reports
B N Elias 21 12
Total 118 112
Raychem 95 95
KEC 496 474
Building maintenance recovery RPGE 96 70
RPGLS 103 101
Total 790 740
KEC 25 24
Raychem 13 12
Rent recovery on residential premises
RPGE 8 9
Total 46 45
Raychem 110 95
KEC 4,972 1,228
Financial Statements
Purchase of capex/spares Vinar 2 86
zensar 130 -
Total 5,214 1,409
Consultancy fees paid Artemis 48 -
Legal fees paid Khaitan & Co. 45 28
License fees paid RPGE 662 630
CKITL - 75
Sale of capex/spares RPGLS 103 101
Total 819 766
c) Balance outstanding at the year end
(` in lacs)
As at As at
Transactions Related Party
March 31, 2019 March 31, 2018 Notice & Proxy
ACPL 11 11
CKITL 27 45
Advances recoverable in cash or kind
KEC 15 6
Total 53 62
ACPL 43 55
CKITL 61 57
Royalty receivable CKRL 66 64
ATPL 35 35
Total 205 211
ACPL 780 1,662
Raychem 116 9
Trade payables
CKITL 132 247
KEC - 0
Zensar 18 18
Vinar - 26
RPGE 1 17
Total 1,047 1,979
(` in lacs)
As at As at
Transactions Related Party
March 31, 2019 March 31, 2018
CKITL 231 88
CKRL 0 -
ACPL 26 38
Trade receivables RPGE 2 -
RPGLS 1 -
TNM 65 18
Total 325 144
Capital advance net of capital creditors KEC 1,643 476
Corporate Overview
8) Mr. Hari L. Mundra
Commission* 6 6
Director sitting fees 5 6
Total 11 12
9) Mr. Vinay Bansal
Commission* 6 6
Director sitting fees 8 6
Total 14 12
10) Mr. Atul C. Choksey
Commission* 6 6
Director sitting fees 4 4
Total 10 10
Statutory Reports
11) Mr. Mahesh S. Gupta
Commission* 6 6
Director sitting fees 8 8
Total 14 14
12) Mr. Haigreve Khaitan
Commission* 6 6
Director sitting fees 4 3
Total 10 9
13) Ms. Punita Lal
Commission* 6 6
Director sitting fees 5 3
Total 11 9
14) Mr. S. Doreswamy
Financial Statements
Commission* 6 6
Director sitting fees 8 8
Total 14 14
15) Mr. Kunal Mundra**
Salaries - 91
Allowances and perquisites - 0
Leave encashment - 1
Performance bonus - 31
Contribution to provident & superannuation fund - 4
Total - 127
Grand Total 1,506 1,493
*Represents amount paid during the year.
** Salary received from the company’s Subsidiary CEAT Specialty Tyres Limited in the capacity of Managing Director. Notice & Proxy
The remuneration to the key managerial personnel does not include the provisions made for gratuity as it is determined on an
actuarial basis for the Company as a whole.
Managerial remuneration is computed as per the provisions of section 198 of the Companies Act, 2013. The amount
outstanding are unsecured and will be settled in cash.
For management purpose, the Group comprise of only one reportable segment – Automotive Tyres, Tubes & Flaps.
During the year 2018-19 and 2017-18, no single external customer has generated revenue of 10% or more of the Group’s total revenue.
During the year 2018-19 and 2017-18, no single country outside India has given revenue of more than 10% of total revenue.
Cross currency Interest Rate Swaps (CCIRS) measured at fair value through OCI are designated as hedging instruments in cash flow
hedges for Foreign currency loan (Buyer’s Credit) in US Dollar.
Derivative options like Range Forwards, COS measured at Fair value through OCI are designated as hedging instruments in cash
flow hedges for Foreign currency loan (Buyer’s Credit) in US Dollar.
Corporate Overview
(Amount in foreign currency (FC) and ` in lacs)
As at March 31,2019 As at March 31,2018
Derivative Currency Purpose
FC ` FC `
USD 121 8,985 61 4,049 Hedge of
EUR 17 1,299 9 711 foreign currency sales
Forward contract to sell foreign currency (FC) Hedge of
USD 140 9,648 141 9,195 foreign currency
high probable sales
USD 101 7,001 88 5,748 Hedge of foreign
EUR 109 8,448 - 15 currency purchase
Hedge of foreign
USD - - 190 12,336
currency buyer's credit
Forward contract to buy foreign currency
USD 695 48,071 600 39,695 Hedge of foreign
Statutory Reports
EUR 471 36,558 437 35,114 currency firm
commitment –
JPY 5,847 3,649 4,365 2,670
po based hedging
USD 71 4,914 342 22,292 Hedge of foreign
Cross currency interest rate swap
EUR - - 28 2,249 currency buyer's credit
Hedge of foreign
Range forward contract to buy foreign currency USD - - 6 374
currency buyer's credit
Financial Statements
Trade payables and other financial liabilities
GBP 0 1
AED - 0
CHF - 0
USD 22 43
Trade Receivables
EUR 7 4
CNY - 0
Advances Recoverable in cash or kind
USD 7 4
* The trade payables / short term borrowings are naturally hedged (off-set) to the extent of exposure under trade receivables / advances for respective currencies.
The terms of the foreign currency forward contracts match the terms of the expected highly probable forecast transactions.
As a result, no hedge ineffectiveness arise requiring recognition through statement of profit and loss.
The cash flow hedges as at March 31, 2019 were assessed to be highly effective and a net unrealised loss of ` 4,134 lacs, with a Notice & Proxy
deferred tax asset of ` 1,323 lacs relating to the hedging instruments, is included in OCI. Comparatively, the cash flow hedges as
at March 31, 2018 were assessed to be highly effective and an unrealised gain of ` 646 lacs, with a deferred tax liability of ` 380
lacs was included in OCI.
The management assessed that fair values of cash and cash equivalents, trade receivables, trade payables, loans, bank overdrafts
and other current financial assets and liabilities (except derivative financial instrument those being measured at fair value through
other comprehensive income) which are receivable/payable within one year approximate their carrying amounts largely due to the
short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The foreign exchange forward contracts used
for hedging the recognized import trade payables / export trade receivables have been valued based on the Closing spot value.
The following methods and assumptions were used to estimate the fair values:
• The fair value of quoted mutual funds are based on price quotations at the reporting date.
• The Group enters into derivative financial instruments with various counterparties, principally financial institutions with
investment grade credit ratings. The foreign exchange forward contracts used for the expected future sales/expected future
purchase have been valued using forward pricing, based on present value calculations. These values are the realisable values
which could be exchanged with the counterparty. The foreign exchange forward contracts used for the recognized export
receivables/recognized import payables have been measured using the closing currency pair spot. The forward premium
is separately amortized over the period of the forward. These values are close estimations of the fair values which could be
realised on immediate winding up of the deals. The swap contracts and the option contracts have been valued at the market
realisable values obtained from the counterparty and the same have been valued using the swap valuation / option valuation,
based on present value calculations
• The fair values of the holding company’s interest-bearing borrowings and loans are determined by using DCF method using
discount rate which is the highest incremental borrowing rate for the year 2018-19.
Corporate Overview
Quantitative disclosures fair value measurement hierarchy for Assets / Liabilities as at March 31, 2019
(` in lacs)
Fair Value measurement using
Quoted prices Significant Significant
in Active Observable Unobservable
Total
markets inputs inputs
(Level 1) (Level 2) (Level 3)*
Financial assets
At amortised cost
Loans (Non-current) 408 - 408 -
Other financial assets (Non-current) 195 - 195 -
At fair value through profit and loss
Statutory Reports
Investment (Current)
- Investment in quoted mutual fund - - - -
Financial liabilities
At amortized cost
Borrowings (Non-current) 1,21,539 - 1,19,706 1,833
Other financial liabilities (Non-current) 76 - - 76
At fair value through other comprehensive income
Other financial liabilities (Non-current) 315 - 315 -
Other financial liabilities (Current)
-Derivative financial instrument 3,473 - 3,473 -
There have been no transfers between Level 1 and Level 2 during the period
Quantitative disclosures fair value measurement hierarchy for Assets / Liabilities as at March 31, 2018
Financial Statements
(` in lacs)
Fair Value measurement using
Quoted prices Significant Significant
in Active Observable Unobservable
Total
markets inputs inputs
(Level 1) (Level 2) (Level 3)*
Financial assets
At amortised cost
Loans (Non-current) 314 - 314 -
Other financial assets (Non-current) 202 - 202 -
At fair value through profit and loss
Investment (Current)
-Investment in quoted mutual fund 4,006 4,006 - -
Financial liabilities
Notice & Proxy
At amortized cost
Borrowings (Non-current) 44,180 19,956 22,398 1,826
Other financial liabilities (Non-current) 68 - - 68
At fair value through other comprehensive income
Other financial liabilities (Non-current) 177 - 177 -
Other financial liabilities (Current)
- Derivative financial instrument 23 - 23 -
There have been no transfers between Level 1 and Level 2 during the period.
*For valuation under Level 3 following assumptions were made:
a. All repayments of borrowings will happen at end of financial year and not during the year.
b. For valuation purpose we have taken rate of 9.25% which represents additional borrowing rate.
The Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Group’s policies and risk objectives. All derivative activities for risk management
purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. The Board of Directors
through its risk management committee reviews and agrees policies for managing each of these risks, which are summarised below.
a. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk.
Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial
instruments.
The sensitivity analysis in the following sections relate to the position as at March 31, 2019 and March 31, 2018.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates
of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of
hedge designations in place at March 31, 2019.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement
obligations and provisions.
The following assumptions have been made in calculating the sensitivity analysis:
• The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is
based on the financial assets and financial liabilities held at March 31, 2019 and March 31, 2018 including the effect of
hedge accounting
• The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges and hedges of a net
investment in a foreign subsidiary at March 31 2019 for the effects of the assumed changes of the underlying risk
The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. To manage
this, the Group enters into interest rate swaps, in which it agrees to exchange, at specified intervals, the difference between
fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount. At March 31,
2019, after taking into account the effect of interest rate swaps, approximately 18% of the Group's total borrowings are at a
fixed rate of interest (March 31, 2018: 34%).
The following table provides a break-up of Group's fixed and floating rate borrowing
(` in lacs)
As at As at
Related Party
March 31, 2019 March 31, 2018
Fixed rate borrowings 27,377 29,768
Floating rate borrowings 1,22,425 57,399
Total borrowings 1,49,802 87,167
Corporate Overview
Effect on profit before
Particulars decrease in
tax
basis points
March 31, 2019
`1,22,425 lacs +/- 100 bps -1,224.25 / +1,224.25
March 31, 2018
`57,399 lacs +/- 100 bps -573.99 / +573.99
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market
environment, showing a significantly higher volatility than in prior years.
Statutory Reports
subsidiaries.
The Group manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 6 month
period for the foreign currency denominated trade payables and trade receivables. The foreign currency risk on the foreign
currency loans are mitigated by entering into Cross Currency Swaps. When a derivative is entered into for the purpose of
being a hedge, the Group negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges
of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are
forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
At March 31, 2019, the Group hedged 100% (March 31, 2018: 94%,) of its foreign currency loans. This foreign currency risk
is hedged by using foreign currency forward contracts. At March 31, 2019, the Group hedged 88% (March 31, 2018: 93%) of
its foreign currency receivables/payables.
Financial Statements
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO rates, with all other
variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and
liabilities. The Group’s exposure to foreign currency changes for all other currencies is not material.
(` in lacs)
The movement in the pre-tax effect is a result of a change in the fair value of the financial asset/liability due to the exchange
rate movement. The derivatives which have not been designated in a hedge relationship act as an economic hedge and will
offset the underlying transactions when they occur. The same derivatives are not covered in the above table.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure
at the end of the reporting period does not reflect the exposure during the year.
The Group’s Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and
its mitigation.
(` in lacs)
Increase in profit due to decrease Decrease in profit due to increase
in commodity price in commodity price
Commodity
As at As at As at As at
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Natural rubber 5,566 5,400 (5,566) (5,400)
Synthetic rubber 4,747 4,000 (4,747) (4,000)
Carbon black 3,444 2,500 (3,444) (2,500)
Mutual fund investments are susceptible to market price risk, mainly arising from changes in the interest rates or market yields
which may impact the return and value of such investments. However due to the very short tenor of the underlying portfolio in
the liquid schemes, these do not pose any significant price risk.
There is no material equity risk relating to the Group’s equity investments which are detailed in note 5. The Group equity
investments majorly comprises of strategic investments rather than trading purposes.
f. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other
financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control
relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on 30 days to
90 days credit term. Credit limits are established for all customers based on internal rating criteria. Outstanding customer
receivables are regularly monitored. Credit risk on receivables is also mitigated by securing the same against security deposit,
letter of credit and advance payment.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number
of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The Group has no
concentration of credit risk as the customer base is widely distributed both economically and geographically.
(` in lacs)
Particulars As at March 31, 2019 As at March 31, 2018
More than 180 More than 180
Less than 180 More than 360 Less than 180 More than 360
Ageing but less than but less than
days days days days
360 days 360 days
Expected loss rate 0.00% 44.32% 99% 0.00% 50.51% 100%
Gross carrying amount 70,511 194 2,013 74,483 485 1,901
Loss allowance provision - 86 1,994 - 245 1,901
Export customers are against Letter of Credit, bank guarantees, payment against documents. For open credit exports insurance
cover is taken. Generally deposits are taken from domestic debtors under replacement segment. The carrying amount and fair
value of security deposit from dealers amounts to ` 33,246 lacs (March 31, 2018: ` 31,512 lacs) as it is payable on demand.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
Corporate Overview
The Group’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2019 and March 31, 2018
is the carrying amounts as illustrated in note 7 and note 12 except for derivative financial instruments. The Group’s maximum
exposure relating to financial derivative instruments is noted in note 23 and 28.
g. Liquidity risk
The Group prepares cash flow on a daily basis to monitor liquidity. Any shortfall is funded out of short term loans. Any surplus
is invested in liquid mutual funds. The Group also monitors the liquidity on a longer term wherein it is ensured that the long term
assets are funded by long term liabilities. The Group ensures that the duration of its current assets is in line with the current
assets to ensure adequate liquidity in the 3-6 months period.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
Statutory Reports
Liquidity exposure as at March 31, 2019
(` in lacs)
Particulars < 1 year 1-5 years >5 years Total
Financial assets
Current investments - - - -
Loans 75 408 - 483
Trade receivables 70,638 - - 70,638
Cash and cash equivalents 6,755 - - 6,755
Bank balances other than cash and cash equivalents 599 - - 599
Other financial assets 3,222 195 - 3,417
Total financial assets 81,289 603 - 81,892
Non current borrowings - 68,481 49,878 1,18,359
Current borrowings 22,425 - - 22,425
Other Financial Liabilities 61,461 315 146 61,922
Financial Statements
Trade and Other payables 1,05,287 - - 1,05,287
Total financial liabilities 1,89,173 68,796 50,024 3,07,993
In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific guidelines to focus
on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.
Selective hedging is used within the Group to manage risk concentrations at both the relationship and industry levels.
Collateral
The Group has hypothecated the movable, immovable properties and entire current assets to its consortium of bankers as
detailed in note 22 and 26.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total
capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.
(` in lacs)
As at As at
Particulars
March 31, 2019 March 31, 2018
Borrowings *(Note 22, 26 & 28) 1,49,802 87,167
Less: cash and cash equivalents (Note 13) (6,755) (8,218)
Net debt 1,43,047 78,949
Equity attributable to equity holders of parent (refer note 19 and 20) 2,76,611 2,60,609
Capital and net debt 4,19,658 3,39,558
Gearing ratio 34% 23%
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in
the financial covenants of any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019 and
March 31, 2018.
b. On April 3, 2019, the Board of Directors of the CEAT Limited has approved a Scheme of Amalgamation between the CEAT
Limited and its wholly owned subsidiary CEAT Specialty Tyres Limited (CSTL), subject to obtaining requisite approvals from
statutory authorities and shareholders. The Scheme of Amalgamation has been filed with National Company Law Tribunal
(NCLT) on April 22, 2019. The process of sanction of the Scheme by the Hon’ble NCLT is in progress.
Lessees will be also required to re-measure the lease liability upon the occurrence of certain events (e.g., a change in the lease term,
a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will
generally recognise the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset.
Corporate Overview
to classify all leases using the same classification principle as the entity originally recognized those past transactions or
in Ind AS 17 and distinguish between two types of leases: events. Effective date for application of this amendment is
operating and finance leases. annual period beginning on or after April 1, 2019. The Group
is currently evaluating the effect of this amendment on the
The Group intends to adopt these standards from April 1, financial statements.
2019. The Group continues to evaluate the available transition
methods and its contractual arrangements. The Group has Amendment to Ind AS 19 – plan amendment, curtailment
established an implementation team to implement Ind AS 116 or settlement
and it continues to evaluate the changes to accounting system On March 30, 2019, Ministry of Corporate Affairs issued
and processes, and additional disclosure requirements that may amendments to Ind AS 19, ‘Employee Benefits’, in connection
be necessary. The Group is currently evaluating the effect of this with accounting for plan amendments, curtailments and
potential impact of Ind AS 116 on its financial statements. settlements. The amendments require an entity:
Statutory Reports
Ind AS 12 Appendix C, Uncertainty over Income Tax • to use updated assumptions to determine current service
Treatments cost and net interest for the remainder of the period after a
On March 30, 2019, Ministry of Corporate Affairs has notified plan amendment, curtailment or settlement; and
Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments
which is to be applied while performing the determination of •
to recognize in profit or loss as part of past service
taxable profit (or loss), tax bases,unused tax losses, unused cost, or a gain or loss on settlement, any reduction
tax credits and tax rates, when there is uncertainty over income in a surplus, even if that surplus was not previously
tax treatments under Ind AS 12. According to the appendix, recognized because of the impact of the asset ceiling.
companies need to determine the probability of the relevant Effective date for application of this amendment is
tax authority accepting each tax treatment, or group of tax annual period beginning on or after April 1, 2019.
treatments, that the companies have used or plan to use in their The Group is currently evaluating the effect of this
income tax filing which should be considered to compute the amendment on the financial statements.
most likely amount or the expected value of the tax treatment
Financial Statements
when determining taxable profit (tax loss), tax bases, unused tax Amendments to Ind AS 109: Prepayment Features with
losses, unused tax credits and tax rates. Negative Compensation
On March 30, 2019, Ministry of Corporate Affairs issued
The standard permits two possible methods of transition - i) amendments to Ind AS 109. The amendment clarifies that a
Full retrospective approach – Under this approach, Appendix financial asset passes the SPPI (Solely Payments of Principal &
C will be applied retrospectively to each prior reporting period Interest) criterion regardless of the event or circumstance that
presented in accordance with Ind AS 8 – Accounting Policies, causes the early termination of the contract and irrespective of
Changes in Accounting Estimates and Errors, without using which party pays or receives reasonable compensation for the
hindsight and ii) Retrospectively with cumulative effect of initially early termination of the contract. The Group is currently evaluating
applying Appendix C recognized by adjusting equity on initial the effect of this amendment on the financial statements.
application, without adjusting comparatives.
Amendments to Ind AS 23: Borrowing Costs
The effective date for adoption of Ind AS 12 Appendix C is On March 30, 2019, Ministry of Corporate Affairs issued
annual periods beginning on or after April 1, 2019. The Group amendments to Ind AS 23. The amendments clarify that an entity Notice & Proxy
will adopt the standard on April 1, 2019 and has decided to treats as part of general borrowings any borrowing originally
adjust the cumulative effect in equity on the date of initial made to develop a qualifying asset when substantially all of
application i.e. April 1, 2019 without adjusting comparatives. the activities necessary to prepare that asset for its intended
The Group is currently evaluating the effect of this amendment use or sale are complete. An entity applies those amendments
on the financial statements. to borrowing costs incurred on or after the beginning of the
annual reporting period in which the entity first applies those
Amendment to Ind AS 12 – Income taxes amendments. An entity applies those amendments for annual
On March 30, 2019, Ministry of Corporate Affairs issued reporting periods beginning on or after April 1, 2019. The Group
amendments to the guidance in Ind AS 12, ‘Income Taxes’, is currently evaluating the effect of this amendment on the
in connection with accounting for dividend distribution taxes. financial statements.
The amendment clarifies that an entity shall recognize the
246
(` in lacs)
FY 2018-19 FY 2017-18
Net assets i.e. total Net assets i.e. total
assets minus total Share in profit or loss assets minus total Share in profit or loss
liabilities liabilities
Name of Entity Relationship
As % of As % of As % of As % of
As % of As % of
consolidated consolidated consolidated consolidated
consolidated ` in Lacs ` in Lacs ` in lacs consolidated ` in Lacs ` in Lacs ` in lacs
profit or loss profit or loss profit or loss profit or loss
net assets net assets
(before OCI) (after OCI) (before OCI) (after OCI)
CEAT Limited Parent 86% 2,36,899 111% 27,922 115% 24,412 84% 2,18,127 111% 25,959 113% 26,947
Rado Tyres Limited Indian subsidiary 0% 947 0% (86) (0%) (86) 0% 958 (2%) (510) (2%) (517)
CEAT Specialty Tyres Limited Indian subsidiary 5% 14,507 (19%) (4,647) (23%) (4,935) 7% 17,982 (16%) (3,785) (18%) (4,254)
CEAT AKKHAN Limited Foreign subsidiary 2% 6,106 (1%) (139) (1%) (139) 2% 6,150 (1%) (211) (1%) (211)
Associated CEAT Holding
Tyresnmore Online Private Limited Associate 0% 584 (0%) (88) (0%) (88) 0% 371 (0%) (29) (0%) (29)
Minority Interest in all subsidiaries
Rado Tyres Limited Indian subsidiary (0%) (398) (0%) (61) (0%) (61) (0%) (337) (2%) (360) (2%) (366)
CEAT AKKHAN Limited Foreign subsidiary 1% 2,777 (0%) (53) (0%) (53) 1% 2,674 (0%) (109) (0%) (109)
Total 100% 2,78,991 100% 25,108 100% 21,313 100% 2,62,946 100% 23,329 100% 23,857
Notes to Consolidated Financial Statements
Corporate Overview
2019 at 3.00 p.m. at Ravindra Natya Mandir, P. L. Deshpande
Maharashtra Kala Academy, Sayani Road, Prabhadevi, Mumbai “RESOLVED THAT pursuant to the provisions of
400 025 to transact the following business: Sections 149, 152 and any other applicable provisions of
the Companies Act, 2013 (‘the Act’) and the Rules made
Ordinary Business thereunder read with Schedule IV to the Act and the
1. To receive, consider and adopt: SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘the Listing Regulations’) and as
a. the Audited Financial Statements of the Company for recommended by the Nomination and Remuneration
the financial year ended March 31, 2019, together Committee, Mr. Atul C. Choksey (DIN:00002102), currently
with the Reports of the Board of Directors and the holding the position as a Non-Executive Independent Director
Auditors thereon; and of the Company up to September 25, 2019, having qualified
the criteria of independence as provided in Section 149(6) of
b. the Audited Consolidated Financial Statements of the the Act and Regulation 16 of the Listing Regulations and in
Statutory Reports
Company for the financial year ended March 31, 2019, respect of whom a notice in writing pursuant to Section 160
together with the Report of the Auditors thereon. of the Act, as amended, has been received in the prescribed
manner, be and is hereby re-appointed as a Non-Executive
2. To declare dividend on equity shares for the financial year Independent Director of the Company to hold office for a
ended March 31, 2019. second term of five consecutive years with effect from
September 26, 2019 up to September 25, 2024, who shall
3. To appoint a Director in place of Mr. H. V. Goenka (DIN: not be liable to retire by rotation.
00026726), who retires by rotation in terms of section
152(6) of the Companies Act, 2013 and being eligible, RESOLVED FURTHER THAT pursuant to the provisions
offers himself for re-appointment. of Sections 149, 197 and any other applicable provisions of
the Act and Rules made thereunder, Mr. Atul C. Choksey be
Special Business paid such fees and commission as the Board may approve
4.
To consider and if thought fit, to pass the following from time to time and subject to such limits, prescribed or
Financial Statements
resolution as an Ordinary Resolution: as may be prescribed from time to time.”
8.
To consider and if thought fit, to pass the following 10.
To consider and if thought fit, to pass the following
resolution as a Special Resolution: resolution as a Special Resolution:
Corporate Overview
(‘the Act’), for the time being in force and subject to the manner and with such ranking as to priority as the Board in
provisions of the Memorandum and Articles of Association of its absolute discretion thinks fit on the whole or substantially
the Company and all other enabling provisions, if any, of the the whole of any one of the Company’s undertaking or all
Act, consent of the Members be and is hereby accorded to of the Company’s undertakings in favour of any bank(s),
the Board of Directors (hereinafter referred to as the Board or financial institution(s) or body(ies) corporate or persons
which expression shall include any Committee thereof for or trustees for the holders of debenture(s)/bond(s) whether
the time being exercising the powers conferred on the shareholder or not, for securing any loan(s), borrowing(s)
Board by this resolution) of the Company for borrowing for including working capital facilities whether fund based or
and on behalf of the Company, from time to time, any sum non-fund based, foreign currency loan(s), debenture(s),
or sums of money in any manner without prejudice to the bond(s) or other financial instrument(s) availed or as may
generality thereof, by way of any kind of loans, advances, be availed from time to time together with interest, costs,
credits, acceptance of deposits, issue of debentures charges, expenses and any other monies payable thereon.
or otherwise from any bank or banks or any financial
Statutory Reports
institution or any company or companies or persons and RESOLVED FURTHER THAT for the purpose of giving
whether secured or unsecured and if secured, whether effect to the said resolution, the Board be and is hereby
by way of mortgage, charge, hypothecation, pledge or authorized to take all such actions and to do all such deeds,
otherwise in any way whatsoever on, over or in respect of matters and things as it may in its absolute discretion deem
all or any of the Company’s assets, effects and properties necessary, proper or desirable and to settle any question or
including uncalled capital (if any), stock-in-trade (including doubt that may arise in this regard.”
raw materials, stores, parts and components in stock or in
transit), book debts and receivables, notwithstanding that 14.
To consider and if thought fit, to pass the following
the monies so borrowed together with the monies, if any, resolution as a Special Resolution:
already borrowed by the Company (apart from temporary
loans obtained from the Company’s bankers in the ordinary “RESOLVED THAT pursuant to Sections 23, 42, 71
course of business) may exceed the aggregate of the and any other applicable provisions of the Companies
paid-up capital of the Company and its free reserves, that Act, 2013 (‘the Act’) and the Rules made thereunder
Financial Statements
is to say, reserves not set apart for any specific purpose, and applicable provisions of any other laws, rules,
provided that the total amount outstanding at any time regulations, guidelines, circulars, if any, prescribed by the
shall not exceed the limit of ` 2,000 Crores (Rupees Two Government of India, Reserve Bank of India, Securities
Thousand Crores only) in excess of the aggregate of the and Exchange Board of India, as amended from time to
paid-up capital of the Company and its free reserves, as time and subject to the provisions of the Memorandum
aforesaid from time to time.’ and Articles of Association of the Company and such
sanctions, approvals or permissions as may be required
RESOLVED FURTHER THAT for the purpose of giving
from regulatory authorities from time to time, approval of
effect to the said resolution, the Board be and is hereby the Members be and is hereby accorded to the Board of
authorized to take all such actions and to do all such deeds, Directors of the Company (‘the Board’ which expression
matters and things as it may in its absolute discretion deem shall also include a Committee thereof, for the time being
necessary, proper or desirable and to settle any question or exercising the powers conferred on it by the Board by this
doubt that may arise in this regard.” resolution) for making offer(s) or invitation(s) to subscribe
secured/unsecured, non-convertible debentures/bonds Notice & Proxy
13.
To consider and if thought fit, to pass the following or such other securities (‘debt securities’) through private
resolution as a Special Resolution: placement basis in one or more series/tranches, for an
amount not exceeding ` 500 Crores (Rupees Five Hundred
“RESOVED THAT in supersession of the Special Resolution
Crores only) at such price or on such terms and conditions
passed at the Annual General Meeting of the Company held as the Board may from time to time determine and consider
on September 26, 2014 and pursuant to the provisions of proper and beneficial to the Company including listing of
Section 180(1)(a) and other applicable provisions of the such debt securities with Stock Exchange(s), size and
Companies Act, 2013 (including any statutory modification time of issue, issue price, tenure, interest rate, premium/
or re-enactment thereof, for the time being in force) (‘the discount, consideration, utilization of the issue proceeds
Act’), the consent of the Company be and is hereby and all matters connected with or incidental thereto.
accorded to the Board of Directors (herein after referred to
as the Board which expression shall include any Committee RESOLVED FURTHER THAT for the purpose of giving
thereof for the time being exercising the powers conferred effect to the said resolution, the Board be and is hereby
on the Board by this resolution) of the Company to create authorized to take all such actions and to do all such
mortgage and/or charge and/or hypothecation, in addition acts, deeds, matters and things as it may in its absolute
to the existing charges, mortgages and hypothecations discretion deem necessary, proper or desirable and to
created by the Company, on any of its movable and/or settle any question or doubt that may arise in this regard.”
immovable properties wherever situated, whether present
NOTES: Banking A/c no, MICR and IFSC codes with their respective
1.
A MEMBER ENTITLED TO ATTEND AND VOTE Depository Participant (DP). Members holding shares in
AT THE ANNUAL GENERAL MEETING (AGM) IS physical form are requested to kindly inform their bank
ENTITLED TO APPOINT A PROXY TO ATTEND AND account details to the Company and/ or TSR Darashaw
VOTE INSTEAD OF HIMSELF AND THE PROXY NEED Limited (‘the Registrar and Share Transfer Agents’)
NOT BE A MEMBER OF THE COMPANY PROVIDED
THE INSTRUMENT APPOINTING THE PROXY IS 10. Pursuant to the provisions of Section 91 of the Act, the
DEPOSITED AT THE REGISTERED OFFICE OF THE register of members and the share transfer books of the
COMPANY NOT LESS THAN FORTY-EIGHT HOURS Company will remain closed from Saturday, July 20, 2019
BEFORE THE COMMENCEMENT OF THE MEETING. to Thursday, August 1, 2019 (both days inclusive).
5. The Company at its AGM held on August 8, 2017 appointed 12. As per Listing Regulations, the Company shall use any
Messrs S R B C & CO LLP as the Statutory Auditors for a electronic mode of payment approved by the Reserve Bank
second term of 5 (five) consecutive years from the conclusion of India for making payment to the Members. Where the
of the 58th AGM to the conclusion of the 63rd AGM to be held dividend cannot be paid through electronic mode, the same
in the year 2022 subject to ratification of their appointment will be paid by warrants with bank account details printed
every year, if so required under the Act. The requirement thereon. In case of non-availability of bank account details,
to place the matter relating to appointment of auditors address of the Members will be printed on the warrants.
for ratification by Members at every AGM has been done
away with by the Companies (Amendment) Act, 2017 with 13. To avoid fraudulent transactions, the identity/signature of
effect from May 7, 2018. Accordingly, no resolution is being the Members holding shares in electronic form is verified
proposed for ratification of appointment of statutory auditors with the specimen signatures furnished by NSDL/CDSL
at the 60th AGM. and that of members holding shares in physical form
is verified as per the record of the Registrar and Share
6. Brief details of the directors, who are seeking appointment/ Transfer Agents of the Company. Members are requested
re-appointment, are annexed hereto as per requirement to keep the same updated.
of Regulation 36(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘the 14.
In case of any query relating to Financial Statements,
Listing Regulations’). Members are requested to write to the Company at an
early date, so as to enable the Management to keep the
7.
The explanatory statement setting out material facts, information ready at the AGM.
pursuant to Section 102 of the Companies Act, 2013, (‘the
Act’) which sets out details relating to the special business 15. For the convenience of the Members and for the proper
at the AGM is annexed hereto. conduct of the Meeting, the Members are required to
deposit the Attendance Slip duly signed at the counter at
8. Corporate members are requested to bring along with them a entry place of the Meeting. Proxies kindly bring their identity
duly certified copy of the Board Resolution/Power of Attorney proof to the Meeting for the purpose of identification.
authorizing their representative to attend the AGM.
16.
Pursuant to Section 72 of the Act, Members holding
9. Securities and Exchange Board of India (SEBI) has, through shares in physical form are advised to file nomination in
a circular, directed all the companies to pay dividend through the prescribed Form SH-13 with the Company’s Registrar
electronic mode. Accordingly, all the Members holding and Share Transfer Agents. In respect of shares held in
shares in dematerialized form are requested to kindly electronic form, the Members may please contact their
update their complete bank account details viz. their core respective depository participant.
Corporate Overview
to notify the relevant details of the said holdings to TSR
Darashaw Limited at 6-10, Haji Moosa Patrawala Industrial Shareholders who have not claimed dividends in respect
Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 of the financial years from 2011-12 onwards are requested
011 for consolidation of their shareholding into single folio to approach the Company/Company’s Registrar and Share
to help us serve you better. Transfer Agents for claiming the same as early as possible,
to avoid the transfer of the relevant shares to the IEPF
18.
To ensure timely credit of dividend through the demat account.
approved electronic mechanism or dividend warrant/
payment instruments, Members are requested to 24. In terms of Section 101 and 136 of the Act read together
notify change of address, or particulars of their bank with the Rules made thereunder and pursuant to Regulation
account, if changed, along with the 9 digit MICR 36(1) of the Listing Regulations, the listed companies may
Code/relevant details to the respective depository send the notice of AGM and the Annual Report, including
participant in case of shares held in demat mode or Financial Statements, Board Report, etc. by electronic
Statutory Reports
Registrar and Share Transfer Agents of the Company mode. The Company is accordingly forwarding soft copies
in case shares held in physical mode, on or before of the above-referred documents to all those Members
Friday, July 19, 2019. who have registered their email ids with their respective
depository participants or with the Registrar and Share
19.
In view of the Regulation 40 of Listing Regulations, as Transfer Agents of the Company. Members who need
amended, securities of listed companies can be transferred a physical copy need to make a request on the email id
only in dematerialized form with effect from April 1, 2019, csg-unit@tsrdarashaw.com or investors@ceat.com.
except in case of request received for transmission or
transposition of securities. Members holding shares in 25. To receive Members’ communications through electronic
physical form are therefore requested to convert their means, including annual reports and notices, Members
holdings into dematerialized mode to avoid loss of shares are requested to kindly register/update their email address
and fraudulent transactions and better investor servicing. with their respective DP, where shares are held in electronic
form. If, however, shares are held in physical form,
Financial Statements
20.
Members holding shares in dematerialized form are Members are advised to register their email address with
requested to intimate all changes pertaining to their bank the Registrar and Share Transfer Agents of the Company
details such as bank account number, name of the bank viz. TSR Darashaw Limited.
and branch details, MICR code and IFSC code, mandates,
nominations, power of attorney, change of address, change 26. Members may also note that the Notice of the 60th AGM
of name, email address, contact numbers, etc. to their and the Annual Report for FY 2018-19 will also be available
Depository Participant (DP). Changes intimated to the on the Company’s website i.e. www.ceat.com under the
DP will then be automatically reflected in the Company’s tab ‘Investors’ for download by the Members.
records which will help the Company and the Company’s
Registrar and Share Transfer Agents to provide efficient 27. Relevant documents referred to in this Notice are open for
and better services. inspection at the Registered Office of the Company on all
working days between 11:00 a.m. and 1:00 p.m. up to the
21. Members holding shares in physical form are requested date of the ensuing AGM.
to intimate such changes to the Company’s Registrar and Notice & Proxy
Share Transfer Agents. 28. The Company has been maintaining, inter alia, the following
statutory registers at its registered office, which are open
22. SEBI has mandated the submission of Permanent Account for inspection in terms of the applicable provisions of the
Number (PAN) by every participant in the securities market. Act on all working days between 11:00 a.m. and 1:00 p.m.,
Members holding shares in electronic form are therefore by the Members and others, as specified below:
requested to submit the PAN to their DP with whom they
i.
Register of Contracts or Arrangements in which
are maintaining their demat accounts. Members holding
Directors are interested under Section 189 of the
shares in physical form can submit their PAN details to the
Act. The said register shall also be produced at the
Company’s Registrar and Share Transfer Agents.
commencement of the AGM of the Company and shall
remain open and accessible during the continuance
23. In terms of Section 124(5) of the Act, dividend amount for
of the meeting to any person having the right to attend
the year ended March 31, 2012, remaining unclaimed for
the meeting.
a period of 7 (seven) years shall become due for transfer
in October 2019 to the Investor Education and Protection ii. Register of Directors and Key Managerial Personnel
Fund (IEPF) established by the Central Government. and their shareholding under Section 170 of the Act.
The said register shall be kept open for inspection
Further in terms of Section 124(6) of the Act, in case of such at the AGM of the Company and shall be made
shareholders whose dividends are unpaid for a continuous accessible to any person attending the meeting.
29. The route map showing directions to reach the venue of the I. Remote e-voting
60th AGM is annexed. The instructions for Members for voting electronically
are as under:
30. For more details on shareholder’s matter, please refer to
the General Shareholder Information Section included in i.
The voting period begins on 9.00 a.m.
the Corporate Governance Report. on Monday, July 29, 2019 and will end at 5.00 p.m.
on Wednesday, July 31, 2019. During this period,
31. Voting on resolutions: Members of the Company, holding shares either in
Pursuant to Section 108 of the Act, read with the Rules physical form or in dematerialized form, as on the
made thereunder and Regulation 44 of the Listing cut-off date of Thursday, July 25, 2019 may cast
Regulations, the Company is pleased to provide the their vote electronically. The e-voting module shall be
facility to Members to exercise their right to vote through disabled by CDSL for voting thereafter.
electronic means (Remote e-voting), on all the resolutions
set forth in this Notice. The e-voting period will commence ii. The Members should log on to the e-voting website
at 9.00 a.m. on Monday, July 29, 2019 and will end at www.evotingindia.com.
5.00 p.m. on Wednesday, July 31, 2019. The Company
has signed an agreement with Central Depository Services iii. Click on Shareholders.
(India) Limited (CDSL) for facilitating remote e-voting.
The Members desiring to vote through electronic mode may iv. Now Enter your User ID
refer to the detailed procedure on e-voting given hereinafter.
(a) For CDSL: 16 digits beneficiary ID,
The voting rights of Members shall be in proportion to (b)
For National Securities Depository Limited
their shares in the paid-up equity share capital of the (NSDL): 8 Character DP ID followed by 8 Digits
Company as on the cut-off date i.e. Thursday, July 25, Client ID,
2019. A person whose name is recorded in the register of
(c) Members holding shares in Physical Form should
Members or in the register of beneficial owners maintained
enter Folio Number registered with the Company.
by the depositories as on the cut-off date only shall be
entitled to avail the facility of remote e-voting, as well as
v. Next enter the Image Verification as displayed and
voting at the meeting.
Click on Login.
Any person who acquires shares of the Company and
vi.
If you are holding shares in demat form and had
becomes a member of the Company after dispatch of
logged on to www.evotingindia.com and voted on
the notice and holding shares as on the cut-off date, may
an earlier voting of any company, then your existing
obtain the login id and password by sending request to
password is to be used.
the Company and/or TSR Darashaw Limited and thereafter
follow the same procedure as mentioned below for
e-voting.
vii. If you are a first-time user follow the steps given below
Corporate Overview
ix. Members holding shares in physical form will then xix. Note for Non – Individual Members and Custodians
directly reach the Company selection screen.
•
Non-Individual Members (i.e. other than
However, Members holding shares in demat form will
Individuals, HUF, NRI etc.) and Custodian are
now reach ‘Password Creation’ menu wherein they
required to log on to www.evotingindia.com and
are required to mandatorily enter their login password
register themselves as Corporates.
in the new password field. Kindly note that this
password is to be also used by the demat holders •
A scanned copy of the Registration Form
for voting for resolutions of any other company on bearing the stamp and sign of the entity should
which they are eligible to vote, provided that company be emailed to helpdesk.evoting@cdslindia.com.
opts for e-voting through CDSL platform. It is strongly
• After receiving the login details a Compliance
recommended not to share your password with any
User should be created using the admin login
other person and take utmost care to keep your
and password. The Compliance User would be
Statutory Reports
password confidential.
able to link the account(s) for which they wish to
vote on.
x.
For Members holding shares in physical form, the
details can be used only for e-voting on the resolutions • The list of accounts linked in the login should be
contained in this Notice. mailed to helpdesk.evoting@cdslindia.com and
on approval of the accounts they would be able
xi. Click on the EVSN for the relevant CEAT Limited on to cast their vote.
which you choose to vote.
• A scanned copy of the Board Resolution and
Power of Attorney (POA) which they have issued
Electronic Voting Sequence Number (EVSN):
in favour of the Custodian, if any, should be
190618003
uploaded in PDF format in the system for the
scrutinizer to verify the same.
xii.
On the voting page, you will see ‘RESOLUTION
Financial Statements
DESCRIPTION’ and against the same the option
xx. In case you have any queries or issues regarding the
‘YES/NO’ for voting. Select the option YES or NO as
remote e-voting, you may refer the Frequently Asked
desired. The option YES implies that you assent to the
Questions ("FAQs") and e-voting manual available at
Resolution and option NO implies that you dissent to
www.evotingindia.com under help section or contact
the Resolution.
Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository
Services (India) Limited, A Wing, 25th Floor, Marathon
xiii. Click on the ‘RESOLUTIONS FILE LINK’ if you wish to
Futurex, Mafatlal Mill Compounds, N. M. Joshi
view the entire Resolution details.
Marg, Lower Parel (East), Mumbai 400 013 or send
an email to helpdesk.evoting@cdslindia.com or
xiv. After selecting the resolution, you have decided to
call 1800225533.
vote on, click on ‘SUBMIT’. A confirmation box will be
displayed. If you wish to confirm your vote, click on
II. Voting facility at the AGM
‘OK’, else to change your vote, click on ‘CANCEL’ and
i. In addition to the remote e-voting facility as
accordingly modify your vote. Notice & Proxy
described above, the Company shall make a
voting facility available at the venue of the AGM,
xv. Once you ‘CONFIRM’ your vote on the resolution, you
through electronic voting system or physical
will not be allowed to modify your vote.
ballot paper and Members attending the
meeting, who have not already cast their votes
xvi. You can also take a print of the votes cast by clicking
by remote e-voting shall be able to exercise their
on ‘Click here to print’ option on the Voting page.
right at the Meeting.
xvii.
If a demat account holder has forgotten the login
ii. Members who have cast their votes by remote
password, then enter the User ID and the image
e-voting prior to the Meeting may attend the
verification code and click on Forgot Password and
Meeting but shall not be entitled to cast their
enter the details as prompted by the system.
vote again. However, in case Members cast their
vote both via remote e-voting and electronic
xviii.
Members can also cast their vote using CDSL’s
voting system or physical ballot paper at AGM,
mobile app m-Voting available for android based
then remote e-voting shall prevail and voting
mobiles. The m-Voting app can be downloaded from
done through the electronic voting system or
Google Play Store. Apple and Windows phone users
physical ballot paper at the AGM shall be treated
can download the app from the App Store and the
as invalid.
Windows Phone Store respectively. Please follow the
III. General Instructions iii. The Results declared along with the Scrutinizer’s
i. The Company has appointed Mr. P. N. Parikh Report shall be placed on the Company’s
(FCS 327, CP 1228), or failing him Mr. Mitesh website www.ceat.com and on the website of
Dhabliwala (FCS 8331, CP 9511) of Messrs CDSL e-voting and communicated to the Stock
Parikh & Associates, Practising Company Exchanges where the shares of the Company
Secretaries, to act as the Scrutinizer, to scrutinize are listed. The results shall also be displayed
the voting at the AGM and remote e-voting on the Notice Board at the registered office of
process in a fair and transparent manner. the Company.
ii.
The Scrutinizer shall immediately after the Under the Authority of the Board of Directors
conclusion of voting at the AGM, first count the
votes cast at the meeting, thereafter unblock Vallari Gupte
the votes cast through remote e-voting in the Company Secretary
presence of at least 2 (two) witnesses not in
the employment of the Company and make Place: Mumbai
not later than 48 hours of conclusion of the Date: May 7, 2019
meeting, a consolidated Scrutinizer’s report of
the total votes cast in favour or against, if any, CEAT Limited
to the Chairman and/ or Managing Director or a CIN: L25100MH1958PLC011041
Director or a person authorized by him in writing Registered Office: 463, Dr. Annie Besant Road, Worli,
who shall countersign the same. Mumbai 400 030
Telephone no.:022-24930621 Fax: 022-25297423
Email Address: investors@ceat.com;
Website: www.ceat.com
Annexure to the Notice eligible for payment of sitting fees and commission, as payable
to Non-Executive directors of the Company.
Item No. 3 of the Notice:
None of the Directors, Key Managerial Personnel of the
Company or their relatives except Mr. H. V. Goenka himself and
Mr. H. V. Goenka (DIN: 00026726)
Mr. Anant Goenka, Managing Director is, in any way, concerned
As regards re-appointment of Mr. H. V. Goenka referred to in
or interested in the resolution set out in Item no. 3 of the Notice.
Item no. 3 of the Notice, following necessary disclosures are
made for the information of the Members.
The Board recommends the Ordinary Resolution as set out in
Item No. 3 of the Notice for approval of the Members.
Mr. H. V. Goenka, 61, is the Chairman of RPG Enterprises, one
of the largest industrial groups in India, active in key business
EXPLANATORY STATEMENT PURSUANT TO SECTION
segments such as tyres, infrastructure, information technology
102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE
and other diversified segments having an annual turnover of
SPECIAL BUSINESS IN THE NOTICE:
about US $ 4 billion. Born in December 1957, Mr. Goenka is a
graduate in Economics and MBA from the International Institute
The following explanatory statement sets out all material facts
of Management Development (IMD), Lausanne, Switzerland
relating to the business mentioned under Item Nos.4 to 14 of the
and is presently on the Foundation Board of IMD, Lausanne.
accompanying Notice:
Mr. Goenka is a past President of the Indian Merchants' Chamber,
now known as the IMC Chamber of Commerce and Industry
Item No. 4 of the Notice:
and is a member of the Executive Committee of FICCI. He has
For the expansion of business and markets, the Company may
been the Chairman of the Board of the Company since 2013.
propose to set up Branch Offices outside India. For carrying out
the audit of the accounts of such branches, it is necessary to
Other details as required pursuant to Regulation 36(3) of
appoint Branch Auditors. Members are requested to authorize
the SEBI (Listing Obligations and Disclosure Requirements)
the Board of Directors of the Company to appoint Branch
Regulations, 2015 (‘the Listing Regulations’) and the Secretarial
Auditors in consultation with the Statutory Auditors of the
Standards - 2 on General Meetings, as applicable is provided
Company and to fix their remuneration.
as an annexure to the Notice. More details are available in the
Corporate Governance Report.
None of the Directors, Key Managerial Personnel of the Company
or their relatives is, in any way, concerned or interested in the
Mr. Goenka is not disqualified from being appointed as a Director
resolution set out in Item no. 4 of the Notice.
in terms of section 164 of the Companies Act, 2013 and is
Corporate Overview
of the Act as amended and Rules made thereunder have been
Item No. 5 of the Notice: received by the Company, regarding their candidature for the
The Companies (Cost Records and Audit) Rules, 2014, office of the Director. The said Directors have also submitted
as amended from time to time, mandate audit of the cost their declaration of independence, as required pursuant to
accounting records of the Company in respect of certain section 149(7) of the Act stating that they meet the criteria of
products. Accordingly, the Board of Directors, based on the independence as provided in Section 149(6) of the Act and
recommendation of the Audit Committee, at its meeting held Regulation 16(1)(b) of the Listing Regulations.
on May 7, 2019, appointed Messrs D. C. Dave & Co., Cost
Accountants (Firm Registration No. 000611), as the Cost Auditor Copies of the draft Letters of Appointment of the Independent
of the Company for the financial year ending March 31, 2020 at Directors setting out the terms and conditions of their
a remuneration of ` 3,00,000/- (Rupees Three Lacs Only) plus appointments are available for inspection by Members at the
applicable taxes and out-of-pocket expenses at actuals, if any, Registered Office of the Company between 11.00 a.m. and 1.00
incurred in connection with the audit. In terms of the provisions p.m. on all working days except Saturdays, Sundays and Public
Statutory Reports
of Section 148(3) of the Companies Act, 2013 read with the Holidays up to the date of this AGM and shall also be available
Companies (Audit and Auditors) Rules, 2014, the remuneration for inspection at the venue of the proposed meeting of Members
payable to the Cost Auditor should be ratified by the Members of till the conclusion of the said meeting.
the Company. Accordingly, approval of the Members is sought
for ratification of the remuneration payable to the Cost Auditor In terms of Regulation 17(1A) of the Listing Regulations as
for the financial year 2019-20, as stated above. amended and as duly recommended by the Nomination
and Remuneration Committee, the re-appointment of
None of the Directors, Key Managerial Personnel of the Company Mr. Vinay Bansal, who is currently at the age of 74 (seventy-four)
or their relatives is, in any way, concerned or interested in the years is proposed by the Board of Directors seeking
resolution set out in Item no. 5 of the Notice. Members' approval by way of Special Resolution for his
continuation as a Non-Executive Independent Director, even
The Board recommends the Ordinary Resolution as set out in after attaining age of 75 (seventy-five) years.
Item No. 5 of the Notice for approval of the Members.
Financial Statements
Accordingly, the Nomination and Remuneration Committee at its
Item No. 6 to 10 of the Notice: meeting held on May 7, 2019, formed a view that his expertise
Pursuant to Section 149 of the Companies Act, 2013 and valuable guidance are immensely beneficial to the Company,
(‘the Act’) and erstwhile Clause 49 of the Listing in its pursuit of growth and hence recommended to the Board
Agreement, Mr. Atul C. Choksey, Mr. Haigreve Khaitan, to approve continuation of his directorship on the Board of the
Mr. Mahesh S. Gupta, Ms. Punita Lal and Mr. Vinay Bansal, Company up to September 25, 2024.
Directors of the Company qualifying to be ‘Independent
Directors’ were appointed as Independent Directors of the The Board at its meeting held on May 7, 2019, inter alia, upon the
Company for a term of 5 (Five) consecutive years with effect from recommendation of Nomination and Remuneration Committee,
the date of the 55th Annual General Meeting of the Company approved continuation of Mr. Vinay Bansal’s directorship on
(AGM), i.e. from September 26, 2014 to September 25, 2019. the Board, after attaining age of 75 (seventy-five) years and
further proposed to seek the approval of Members, in terms
As per Section 149(10) of the Act, an Independent Director shall of the provisions of the Listing Regulations, as amended and
hold office for a term of up to 5 (Five) consecutive years on the such other rules, regulations, provisions as may be applicable, Notice & Proxy
Board of a Company but shall be eligible for re-appointment for for continuation of directorship of Mr. Vinay Bansal, as an
another term of up to 5 (Five) consecutive years on passing a Independent Director, not liable to retire by rotation, till expiry of
special resolution by the Company. his extant term to September 25, 2024.
Based on their performance evaluation and recommendation The Board is of the opinion that the above-mentioned
of the Nomination and Remuneration Committee and in Independent Directors possess requisite skills, experience and
terms of the provisions of Sections 149, 152 read with knowledge relevant to the Company’s business and it would be
Schedule IV and any other applicable provisions of the in the interest of the Company to have their association with the
Act and the SEBI (Listing Obligations and Disclosure Company as Independent Directors.
Requirements) Regulations, 2015, (‘the Listing Regulations’)
Mr. Atul C. Choksey, Mr. Haigreve Khaitan, Mr. Mahesh S. In the opinion of the Board, the aforesaid Directors fulfill the
Gupta, Ms. Punita Lal and Mr. Vinay Bansal, being eligible conditions specified in the Act read with the Rules made
for re-appointment as Independent Directors have offered thereunder and the Listing Regulations for being appointed as
themselves for re-appointment, are proposed to be Independent Directors of the Company and are independent of
re-appointed as Independent Directors for another term of the management.
5 (Five) consecutive years with effect from September 26,
2019 to September 25, 2024, who shall not be liable to retire Details as required pursuant to Regulation 36(3) of the Listing
by rotation. Regulations and the Secretarial Standards - 2 on General
Meetings, as applicable are provided as an annexure to such amount as remuneration as it deems fair. Pursuant to the
the Notice. terms of Regulation 17 (6)(ca) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, as amended
Mr. Atul C. Choksey, Mr. Haigreve Khaitan, Mr. Mahesh S. vide Amendment notification issued by SEBI on May 9, 2018,
Gupta, Ms. Punita Lal and Mr. Vinay Bansal are not disqualified necessitating Members’ approval for paying remuneration
from being appointed as Directors in terms of Section 164 of the in excess of 50% of the total remuneration payable to the
Act and are eligible for payment of sitting fees and commission, Non-Executive Directors.
as payable to Non-Executive directors of the Company.
None of the Directors, Key Managerial Personnel of the
None of the Directors, Key Managerial Personnel of the Company Company or their relatives except Mr. H. V. Goenka himself and
or their relatives except Mr. Atul C. Choksey, Mr. Haigreve Khaitan, Mr. Anant Goenka, Managing Director is, in any way, concerned
Mr. Mahesh S. Gupta, Ms. Punita Lal and Mr. Vinay Bansal or interested in the resolution set out in Item no. 11 of the Notice.
is, in any way, concerned with or interested in the respective
resolutions at set out in Item No. 6 to Item No. 10 of the notice, in The Board recommends the Special Resolution as set out in
so far as it concerns their respective appointment and payment Item No. 11 of the Notice for approval of the Members.
of remuneration as a Non-Executive director.
Item No 12 of the Notice:
The Board recommends the resolutions set out in Item No. 6 to The Members of the Company had, by way of a Special
Item No. 10 of the Notice before the Members for their approval Resolution passed under Section 180(1)(c) of the Companies
by way of Special Resolution. Act, 2013 at the Annual General Meeting (‘AGM’) held on
September 26, 2014, accorded consent to the Board of
Item No.11 of the Notice: Directors to borrow money where the money to be borrowed,
Pursuant to Sections 197, 198 and all other applicable provisions together with the money already borrowed by the Company
of the Companies Act, 2013 read with Rules made thereunder, exceed aggregate of its paid-up capital and free reserves apart
including any statutory modification or re-enactment thereof, from temporary loans obtained from the Company’s bankers in
for the time being in force (hereinafter referred to as ‘the Act’), the ordinary course of business, such that the outstanding at
approval of the Members was granted at the 59th Annual General any time, would not exceed the limit of ` 1,000 Crores (Rupees
Meeting (‘AGM’) of the Company for payment of remuneration/ One Thousand Crores only) in excess of the aggregate of the
commission to the Director(s) of the Company who is/are neither paid-up capital of the Company and its free reserves.
in the whole-time employment with the Company nor Managing
Director(s) of the Company, in such manner and up to such extent Considering the business plans and the growing fund
as the Board of Directors of the Company may so determine requirements of the Company, as the Company has currently
from time to time upon recommendation of the Nomination and embarked upon certain projects and may also need funds
Remuneration Committee, but not exceeding 3 (Three) percent for carrying out any unforeseen capital expenditure in the
of the net profits calculated pursuant to Section 198 of the Act future, it is proposed to increase the existing borrowing limit of
and such payments shall be made in respect of profits of the the Company.
Company for each financial year.
Approval of the Members is therefore sought by way of a Special
On the recommendation of Nomination and Remuneration Resolution pursuant to Section 180 (1) (c) of the Companies Act,
Committee, the Board of Directors of the Company at its meeting 2013 for grant of power to the Board of Directors for borrowing
held on May 7, 2019 approved a remuneration of ` 3,80,30,000/- money such that the total amount outstanding at any time shall
(Rupees Three Crores Eighty Lacs Thirty Thousand only) payable not exceed the limit of ` 2,000 Crores (Rupees Two Thousand
to Mr. H. V. Goenka, Non-Executive Director, Chairman of the Crores only) in excess of the aggregate of the paid-up capital
Company for FY 2018-19, including sitting fees payable for the of the Company and its free reserves, as aforesaid from time
meetings attended during the year. to time.
Mr. H. V. Goenka is a promoter of the Company and has about None of the Directors, Key Managerial Personnel of the Company
four decades of experience with the tyre sector during which or their relatives is, in any way, concerned or interested in the
he has also served as the Managing Director of the Company. resolution set out in Item no. 12 of the Notice.
Mr. Goenka’s extensive experience in the tyre industry has
been instrumental in helping guide the Company towards The Board recommends the Special Resolution as set out in
both short term growth as well as long term sustainability. Item No. 12 of the Notice for approval of the Members.
As Chairman of the Board, Mr. Goenka provides vision and
thought leadership which has seen the Company achieve high Item No 13 of the Notice:
standards of corporate governance, innovation, brand visibility The Members of the Company had, by way of Special Resolution
and growth-oriented project investments. Mr. Goenka invests passed under Section 180(1)(a) of the Companies Act, 2013,
considerable time reviewing the operations and performance at the Annual General Meeting held on September 26, 2014,
of the Company and his interactions with the senior leaders accorded the consent to the Members for creating a charge
and his role in building a talent pool in the Company has been or mortgage or hypothecation on its movable or immovable
significant in maximizing stakeholder value. The Board deems properties. Consequent to increase in the borrowing limits of
it appropriate to recognize his contribution and compensate the Company, it would be necessary to revise the approval for
Corporate Overview
placement basis, not exceeding ` 500 Crores (Rupees Five
It is therefore necessary for the Members to pass a Special Hundred Crores only).
Resolution under Section 180(1)(a) and other applicable
provisions of the Act, as set out in Item No. 13 of the The Members of the Company had by passing a special
accompanying Notice to enable the Board of Directors to create resolution at the Annual General Meeting held on July 20, 2018,
any charge, hypothecation or mortgage on the movable or granted approval to the Board to offer and issue Non-Convertible
immovable properties of the Company. Debentures on private placement basis for an aggregate amount
up to ` 500 Crores (Rupees Five Hundred Crores only) in one or
None of the Directors, Key Managerial Personnel of the Company more tranches, which is valid until July 20, 2019.
or their relatives is, in any way, concerned or interested in the
resolution set out in Item no. 13 of the Notice. None of the Directors, Key Managerial Personnel of the Company
or their relatives is, in any way, concerned or interested in the
The Board recommends the Special Resolution as set out in resolution set out in Item no. 14 of the Notice.
Statutory Reports
Item No. 13 of the Notice for approval of the Members.
The Board recommends the Special Resolution as set out in
Item No 14 of the Notice: Item No. 14 of the Notice for approval of the Members.
Pursuant to Sections 23, 42, 71 and other applicable provisions
of the Companies Act, 2013 (‘the Act’) read with Rule 14 of the Under the Authority of the Board of Directors
Companies (Prospectus and Allotment of Securities) Rules, 2014
and Rule 18 of the Companies (Share Capital and Debentures) Vallari Gupte
Rules, 2014, the Company is required to obtain the previous Company Secretary
approval of its Members by means of a Special Resolution for
making any offer or invitation to subscribe to non-convertible Place: Mumbai
debentures on a private placement basis. Special Resolution Date: May 7, 2019
can be obtained once in a year for all the offer(s) or invitation(s)
for such debentures during that year. CEAT Limited
Financial Statements
CIN: L25100MH1958PLC011041
In order to augment long term resources and for general Registered Office: 463, Dr. Annie Besant Road, Worli,
corporate purposes inter alia, financing of the ongoing capital Mumbai 400 030
expenditure for expansion of capacity, reduction of overall Telephone no.:022-24930621 Fax: 022-25297423
interest and finance cost as well as for general purposes Email Address: investors@ceat.com;
including the restructuring/replacement of high cost debt, the Website: www.ceat.com
Company intends to offer invitation for subscription for secured/
Details of Directors seeking Re-appoitnment at the Annual General meeting pursuant to Regulation 36(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on
General Meetings (SS-2) of The Institute of Company Secretaries of India
Atul C. Mahesh S.
Particulars H. V. Goenka Haigreve Khaitan Punita Lal Vinay Bansal
Choksey Gupta
Date of current
October 16, September 26, September 26, September 26, September 26, September 26,
appointment on the
1981 2014 2014 2014 2014 2014
Board
Age 61 67 49 63 56 74
Qualifications Graduate in Economics Bachelor in LLB Honours Degree BA (Hons.) in Master’s degree in
and MBA from IMD Chemical in B.Com; LLB Economics Science, Diploma
Engineering from (Gen.), Fellow and MBA from in Business
Illinois Institute Member of Indian Institute Management,
of Technology ICAI and ICSI of Management, Petroleum
Chicago (Third Rank and Calcutta Management from
a Silver Medal Arthur D’ Little,
in Company Massachusetts
Secretaries Final Institute of
examination). Development, US
and Diplomas in
French.
Directorship held • CEAT Limited • CEAT Limited • CEAT Limited • CEAT Limited • CEAT Limited • CEAT Limited
in other public • Bajaj Electricals • Apcotex • Harrison • Peninsula Land • CIPLA Limited
companies (Excluding Limited Industries Malayalam Limited
foreign companies • Airtel
• Breach Candy Limited Limited • RPG Life Payments
and Section 8
companies) as on Hospital Trust • Mazda • Inox Leisure Sciences Bank Limited
May 7, 2019 • Raychem RPG Colours Limited Limited
Private Limited Limited • Torrent • Peninsula
• RPG Enterprises • Shyamal Pharamaceuticals Investment
Limited Fin-vest (India) Limited Management
Limited • AVTEC Limited Company
• Zensar Technologies Limited
Limited • Aditya Birla Sun
Life Insurance • Morarjee
• Spencer International Textiles Limited
Hotels Limited Company Limited
• KEC International • Mahindra
Limited Holdings Limited
• RPG Life Sciences • JSW Steel
Limited Limited
• Gujarat Borosil
Limited
Corporate Overview
Atul C. Mahesh S.
Particulars H. V. Goenka Haigreve Khaitan Punita Lal Vinay Bansal
Choksey Gupta
Statutory Reports
Relationship Committee,
NRC - Nomination • RMC • RMC
and Remuneration • AC*
Committee, Peninsula Land
RMC - Risk AVTEC Ltd Limited
Management • NRC • SRC
Committee, • AC
CSR - Corporate Social
• NRC
Responsibility Committee
Mahindra Holdings RPG Life
Limited Sciences
• NRC Limited
• AC • SRC*
• RMC
Inox Leisure
Limited • AC
Financial Statements
• AC* Peninsula
Investment
JSW Steel Limited Management
• AC Company
Limited
Torrent
• NRC
Pharamaceuticals
Limited
• AC
• SRC*
Brief resume,
Brief profile of the Directors are provided under Corporate Overview section of the Annual Report. Other details such
expertise in specific
as number of meetings of the board attended during the year, remuneration drawn, etc., are available in the Corporate
functional and other
Governance Report.
details
Proposed
Siddhivinayak
Metro Station
AGM Venue: Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy, Sayani Road, Prabhadevi, Mumbai 400 025.
Landmark: Shree Siddhivinayak Temple
CEAT LIMITED
Regd. Office: 463, Dr. Annie Besant Road, Worli, Mumbai 400 030.
Corporate Identification Number (CIN): L25100MH1958PLC011041
Tel: +91-22-24930621(B)+91-22-25297423 (F) website:www.ceat.com. E-mail: investors@ceat.com
ATTENDANCE SLIP
(To be presented at the entrance of the meeting hall duly signed)
I hereby record my presence at the Sixtieth Annual General Meeting of the Company on Thursday, August 1, 2019 at 3.00 p.m.
at Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy, Sayani Road, Prabhadevi, Mumbai 400 025.
Note: Individual members/Proxy may kindly bring identity proof at the meeting venue. Authorized Representatives of the corporate members may please bring copy of
the board resolution/Power of Attorney duly authorizing them to attend the meeting.
CEAT LIMITED
Regd. Office: 463, Dr. Annie Besant Road, Worli, Mumbai 400 030.
CIN: L25100MH1958PLC011041
Tel: +91-22-24930621(B) +91-22-25297423(F) website: www.ceat.com. E-mail: investors@ceat.com
CIN: L25100MH1958PLC011041
Name of the Company: CEAT Limited
Registered Office: 463, Dr. Annie Besant Road, Worli, Mumbai 400 030
I/ We, being the Member(s) of ..................................................................... share(s) of the above named Company, hereby appoint;
1. Name: .....................................................................................................................................................................................
Address: ..................................................................................................................................................................................
Email Address: ........................................................................................................................................................................
Signature: ..................................................................................................................................................... or failing him/ her
2. Name: .....................................................................................................................................................................................
Address: ..................................................................................................................................................................................
Email Address: ........................................................................................................................................................................
Signature: ..................................................................................................................................................... or failing him/ her
3. Name: .....................................................................................................................................................................................
Address: ..................................................................................................................................................................................
Email Address: ........................................................................................................................................................................
Signature: ..................................................................................................................................................... or failing him/ her
Route Map for the 60th
Annual General Meeting Venue
Proposed
Siddhivinayak
Metro Station
AGM Venue: Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy, ayani Road, Prabhadevi, Mumbai 400 025.
Landmark: Shree Siddhivinayak Temple
as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the Sixtieth Annual General Meeting of the
Company on Thursday, August 1, 2019 at 3.00 p.m. at Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy,
Sayani Road, Prabhadevi, Mumbai 400 025 and at any adjournment thereof in respect of such resolutions as are indicated below:
Item.
Description For Against
No.
1 Adoption of:
a. Audited Financial Statements for the financial year ended March 31, 2019, together with the Reports of the Board of
Directors and the Auditors thereon;
b. Audited Consolidated Financial Statements for the financial year ended March 31, 2019, together with the Report of the
Auditors thereon
2 Declaration of dividend on equity shares at the rate of ` 12 per share for the year ended March 31, 2019
3 Re-appointment of Mr. H. V. Goenka (DIN: 00026726) as a Director of the Company
4 Authority for appointment of Branch Auditor of the Company
5 Ratification of the Remuneration payable to Messrs D C Dave & Co., Cost Auditors of the Company
6 Re-appointment of Mr. Atul C. Choksey (DIN:00002102) as an Independent Director for the second term
7 Re-appointment of Mr. Mahesh S. Gupta (DIN: 00046810) as an Independent Director for the second term
8 Re-appointment of Mr. Haigreve Khaitan (DIN: 00005290) as an Independent Director for the second term
9 Re-appointment of Ms. Punita Lal (DIN: 03412604) as an Independent Director for the second term
10 Re-appointment of Mr. Vinay Bansal (DIN:00383325) (Age 74 years) as an Independent Director for the second term
11 Approval of remuneration payable to Mr. H. V. Goenka, Chairman, Non-Executive Director, for the year 2018-19
12 Approval under section 180 (1)(c) of the Act for borrowings in excess of the aggregate of the paid-up capital of the Company
13 Approval under section 180 (1)(a) of the Act for creation of mortgage/charge/hypothecation, on the movable or immovable
properties of the Company
14 Issuance of Non-Convertible Debentures upto ` 500 Crores on private placement basis
.............................................................
Signature across the stamp
Note: This form in order to be effective should be duly completed and deposited at the Registered Office of the Company
at 463, Dr. Annie Besant Road, Worli, Mumbai 400 030, not less than 48 hours before the commencement of the Meeting.
NOTES
NOTES
Corporate Information
CEAT Limited 33
CEAT LIMITED
463, Dr. Annie Besant Road, Worli, Mumbai - 400 030
Tel - 022 24930621, www.ceat.com
A Company