FOR THE YEAR ENDED 31st MARCH 2021
The Board presents the Company's Third Annual Report together with the AuditedStatement of Accounts for the year ended 31st March 2021.
| || ||Rs./ Crores |
|Particulars ||31st March 2021 ||31st March 2020 |
|Total Revenue ||153.11 ||538.46 |
|Profit / (Loss) before Interest Depreciation Tax and other ||(91.98) ||(96.87) |
|Amortizations ("EBIDTA") * || || |
|Less : Depreciation and Amortization Expenses ||33.29 ||38.06 |
|(Net of transfer from Revaluation Reserve) || || |
|Finance Costs ||162.36 ||151.74 |
|Profit / (Loss) before Exceptional Items and Tax ||(287.63) ||(286.67) |
|Exceptional Items ||- ||- |
|Profit / (Loss) before Tax ||(287.63) ||(286.67) |
|Tax Expenses - Net ||- ||- |
|Profit / (Loss) for the year from continuing operations ||(287.63) ||(286.67) |
|Profit / (Loss) before tax from discontinued operations ||- ||- |
|Total Profit / (Loss) for the year ||(287.63) ||(286.67) |
|Other Comprehensive Income (net of tax expense) || || |
|Re-measurement of Post-employment Benefit Obligations ||3.85 ||(2.32) |
|Fair valuation of Equity Investments ||- ||- |
|Total Other Comprehensive Income / (Loss) ||3.85 ||(2.32) |
|Total Comprehensive Income / (Loss) for the year ||(283.78) ||(288.99) |
*EBIDTA before Other Comprehensive Income DIVIDEND
No dividend is recommended in view of the loss during the year and non-availability ofany carry forward surplus.
TRANSFER TO RESERVE
In view of losses incurred no amount has been transferred to General Reserve.
The Paid-up Equity Share Capital as on 31st March 2021 amounted to R142.59Crores. The Company has not during the year under review issued any shares with orwithout differential voting rights granted stock options or issued sweat equity shares.
The Company has not during the year under review accepted any deposits from thepublic within the meaning of Section 73 of the Companies Act 2013 ("the Act")read with 'Chapter V - Acceptance of Deposits by Companies'.
The Company however during the year under review has taken a loan of R 70 lakhs fromManjushree Khaitan Director of the Company for business purpose but the same is notconsidered as Deposits pursuant to Rule 2 (c) (viii) of the Companies (Acceptance ofDeposits) Rules 2014 as the Company has received a declaration in writing from her to theeffect that the aforestated amount is being given out of her personal funds.
GENERAL REVIEW OF BUSINESS PERFORMANCE AND BUSINESS IMPACT DUE TO COVID-19 PANDEMIC
The main objective of the Company is to carry on the business of manufacturing anddealing in automotive tyres.
There low economic activity during the year under review due to the impact of theCovid-19 pandemic affected our factory operations immensely which also resulted in lowerturnover. The revenue for the year was R 153.11 Crores and the loss for the year was R(283.78) Crores. Since March 2020 to till date there were negligible operations at ourmanufacturing unit.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI - LODR Regulations") the Management Discussion andAnalysis is enclosed as Annexure-I of this Report.
A Report on Corporate Governance along with the Auditor's Certificate on compliancewith the provisions of Corporate Governance under SEBI - LODR Regulations is enclosed asAnnexure-II to this Report.
The Company has a Business Risk Management framework designed to identify and mitigaterisks that has the potential to materially impact its business objectives and maintains abalance between managing risk and exploiting the opportunities. The approach of RiskManagement is defined across the Company at various levels including documentation andreporting interspersed with diverse risk models to help identify risk trends exposureand potential impact analysis at the corporate level.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS
During the year under review there were no significant or material Orders passed byRegulators / Courts / Tribunals impacting or influencing the Company's going concernstatus and / or its future operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
In order to ensure orderly and efficient conduct of business the Company's Managementhas put in place adequate Internal Financial Control Systems which commensurate with thenature size and complexity of its business for safeguarding the assets of the Companyprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information.
An external independent firm carries out the Internal Audit of the Company and reportsits findings to the Audit Committee on a regular basis. Internal Audit provides assuranceon functioning and quality of internal controls along with adequacy and effectivenessthrough periodic reporting.
During the year under review the Internal Financial Control Audit was carried out bythe Statutory Auditors the Report of which is forming part of the Annual Report.
EVALUATION OF BOARD PERFORMANCE
The performance of the Board its Committees and each Board Member individually weresubjected to evaluation during the year by the Board in line with the provisions ofSection 178(2) of the Act. A brief statement on the methodology adopted during the yearunder review appears in the report on Corporate Governance.
As mandated under the provisions of the Act a Meeting of all Independent Directors wasconvened and held during the year under review.
NUMBER OF BOARD MEETINGS
A tentative calendar of Board Meetings to take place in each financial year is preparedand circulated amongst Board Members and Key Management Personnel. During the year underreview eight Board Meetings were convened and held. These details of the same appear inthe Report on Corporate Governance.
NOMINATION AND REMUNERATION POLICY
The Company's Nomination and Remuneration Policy is prepared in conformity with therequirements of Section 178(3) of the Act and is available on the website of the Companyat www.birlatyre.com and as a result does not form part of this Report.
All recommendations of the Nomination and Remuneration Committee made during the yearunder review were accepted by the Board and there were no instances of any disagreementbetween the Committee and the Board.
The Audit Committee is chaired by Kashi Prasad Khandelwal. Rashmi Bihani Uma ShankarAsopa Abhijit Ghosh and Anil Goenka are the other Members of the Committee. ChiefExecutive Officer and Chief Financial Officer were permanent invitees to the Meetings. TheCompany Secretary acts as Secretary to the Committee.
There were no instances of any disagreement between the Committee and the Board and allrecommendations of the Audit Committee made during the year under review were accepted bythe Board.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria specified under Section 135 of the Act andapplicable Rules thereto requiring to constitute a Corporate Social ResponsibilityCommittee and formulate a Policy for this purpose.
RELATED PARTY TRANSACTIONS
As required under the SEBI - LODR Regulations Related Party Transactions are placedbefore the Audit Committee for approval. Wherever required prior approval of the AuditCommittee is obtained on an omnibus basis for continuous transactions and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeetings.
All Related Party Transactions / Arrangements entered into by the Company during theyear were on an arm's length basis and in the ordinary course of business. The Companyduring the year under review has taken a loan of R 70 lakhs from Manjushree KhaitanDirector of the Company for business purpose.
There were no materially significant Related Party Transactions entered into by theCompany with the Promoters Directors Key Management Personnel or other designatedpersons which could conflict with the interest of the Company as a whole and as suchdisclosure in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules 2014 hasnot been made.
The Company's Related Party Transactions Policy appears on its website atwww.birlatyre.com.
SUBSIDIARY AND JOINT VENTURE COMPANY
The Company does not have any Subsidiary Associate or Joint Venture.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the Company had not made any investment in anybody-corporate or given any guarantee or provided any security stipulated under Section186 of the Act.
The Whistle Blower Policy of the Company is available on the website of the Company atwww.birlatyre.com.
STATUTORY AUDITOR AND THEIR REPORT
Shareholders at the Company's First Annual General Meeting appointed Messrs. DeloitteHaskins & Sells Chartered Accountants as the Statutory Auditors of the Company for aperiod of five years from the conclusion of that Annual General Meeting.
In the Report of the Auditors for the year ended 31st March 2021 formingpart of this Annual Report the Auditors have given following observations on: -
i) Note No. 39 of the Notes to Financial Statements and clause 1(e) of the 'Report onOther Legal and Regulatory Requirements' read with clauses (vii & viii) of theAnnexure B to the said Report; and
ii) Clause (v) of the Annexure B to the Independent Auditor's Report.
In relation to the observation referred under point (i) above Note No. 39 read withclause 1(e) and clauses (vii & viii) of the Annexure B referred to above areself-explanatory and in relation to the observation referred under point (ii) above theCompany during the year under review didn't accept any deposits except some advances fromthe customers against supply of materials. However due to the pandemic the Company couldnot supply the materials in time. Therefore the advance from the customers is lyingunadjusted over one year and the same shall be adjusted in due course.
In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Board of Directors of the Company as perthe recommendation of Audit Committee appointed M/s. Mani & Co. Cost Accountants toaudit the cost accounting records maintained by the Company for the Financial Year2021-22. An appropriate Resolution has been incorporated in the Notice convening theCompany's Third Annual General Meeting for ratification of remuneration of the CostAuditors as approved by the Board on the recommendation of the Audit Committee.
SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS
In terms of Section 204 of the Act and the Rules made thereunder the Board hadappointed Ritu Bajaj Practising Company Secretary as Secretarial Auditor of the Companyto conduct Secretarial Audit for the Financial Year 2020-21. The Report submitted by herin MR-3 is enclosed as Annexure III. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark. However her observations w.r.t. delay incompliance of certain SEBI - LODR Regulations are self-explanatory.
The Company has complied with Secretarial Standards formulated by the Institute ofCompany Secretaries of India and notified by the Central Government for implementation.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other particulars as prescribed under theprovisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are set out in Annexure IV and formspart of this Report. None of the employees listed in the said Annexure is related to anyDirector of the Company.
As per the provisions of Section 136 of the Act read with various circulars issued byMCA and SEBI from time to time the Annual Report and Accounts are being sent throughelectronic mode to those Members whose e-mail addresses are registered with the Company /Depositories excluding the information on employees particulars as per Rule 5(2) and Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended. This information is readily available for inspection by Members at theCompany's Registered Office between 3:00 P.M. to 5:00 P.M. on all working days (excludingSaturdays) up to the date of the forthcoming Annual General Meeting. Should any Member beinterested in obtaining a copy (including through e-mail) s/he should write to theCompany Secretary at the Company's Registered Office or request by e-mail email@example.com.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has in place the requisite Internal Complaints Committee as envisaged underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.
No complaints on the issues covered by the above Act was received during the year underreview.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) the Act and based upon representations from the Managementthe Board to the best of its knowledge and belief states that:
(a) in the preparation of the Annual Accounts applicable accounting standards has beenfollowed and there are no material departures.
(b) such accounting policies have been selected and applied consistently and suchjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearended 31st March 2021 and of the loss for that period;
(c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
(d) the Annual Accounts have been prepared on a going concern basis;
(e) proper internal financial controls have been laid down to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and
(f) proper systems have been devised to ensure compliance by the Company with theprovisions of applicable laws and that such systems were adequate and working effectively.
During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12) of the Act details ofwhich needs to be mentioned in this Report.
During the year under review following Directors had resigned from the Board:
P. Radhakrishnan (DIN: 08284551) Non-Executive Director has tendered his resignationfrom the Directorship of the Company effective from 28th April 2020 due to hisother pressing commitments.
Kaushik Biswas (DIN: 06919774) Non-Executive Director has tendered his resignationfrom the Directorship of the Company effective from 16th November 2020 due tohis personal reasons.
Prabal Kumar Sarkar (DIN: 03124712) Non-Executive Independent Director had resignedfrom the Board effective from 20th November 2020.
Indrani Chakraborty (DIN: 00545029) Non-Executive Independent Director has tenderedher resignation from the Directorship of the Company effective from 23rdNovember 2020 due to her personal reasons and pre-occupation with other companies.
The Board wishes to gratefully acknowledge their invaluable contributions and guidanceduring their tenure as Directors of the Company.
Pursuant to the recommendations of the Nomination and Remuneration Committee the Boardof Directors of the Company has appointed following persons on the Board during the periodunder review:
Rashmi Bihani (DIN: 07062288) was appointed as an Additional Independent Director ofthe Company with effect from 20th July 2020 to hold office till the conclusionof the Second Annual General Meeting and was regularized as an Independent Director at thesame Annual General Meeting held on 29th September 2020 for a period of 3(Three) years from the conclusion
of that AGM.
Indrani Chakraborty (DIN: 00545029) was appointed as an Additional Independent Directorof the Company with effect from 31st July 2020 to hold office till theconclusion of the Second Annual General Meeting and was regularized as an IndependentDirector at the same Annual General Meeting held on 29th September 2020 for aperiod of 3 (Three) years from the conclusion of that AGM.
Uma Shankar Asopa (DIN: 00305010) was appointed as Additional Director of the Companywith effect from 30th November 2020 in accordance with Section 161(1) of theAct. He holds the office till the conclusion of the ensuing Annual General Meeting. ANotice under Section 160(1) of the Act has been received from a Member in writingproposing his candidature for the office of Director of the Company. An appropriateOrdinary Resolution is also being proposed at the Third Annual General Meeting to appointhim as a Non-Executive Director of the Company liable to retire by rotation.
Abhijit Ghosh (DIN: 06485209) was appointed as Additional Independent Director of theCompany with effect from 12th January 2021 for 5 years i.e. up to 11thJanuary 2026 subject to approval of the Members at the ensuing Annual General Meeting. ANotice under Section 160(1) of the Act has been received from a Member in writingproposing his candidature for the office of Director of the Company. An appropriateOrdinary Resolution is also being proposed at the Third Annual General Meeting to appointhim as an Independent Director of the Company not liable to retire by rotation.
Anil Goneka (DIN: 00432647) was appointed as Additional Independent Director of theCompany with effect from 12th January 2021 for 5 years i.e. up to 11thJanuary 2026 subject to approval of the Members at the ensuing Annual General Meeting. ANotice under Section 160(1) of the Act has been received from a Member in writingproposing his candidature for the office of Director of the Company. An appropriateOrdinary Resolution is also being proposed at the Third Annual General Meeting to appointhim as an Independent Director of the Company not liable to retire by rotation.
All Independent Directors have furnished to the Company the requisite declarations thatthey meet the relevant independence criteria as laid down in Section 149(6) of the Act aswell as the Regulation 16(1)(b) of the SEBI - LODR Regulations.
Further they have registered themselves within the stipulated time with the IndianInstitute of Corporate Affairs in terms of the provisions of the Companies (Appointmentand Qualification of Directors) Rules 2014 read with Section 150 of the Act.
Manjushree Khaitan (DIN: 00055898) was appointed as Chairman & Non-ExecutiveDirector of the Company not liable to retire by rotation with effect from 2ndDecember 2019 in the First Annual General Meeting of the Company. In order to comply withthe provisions of Section 152 of the Act and Rules made thereunder and consequent torecent changes in the Board of Directors it is proposed to change her status ofDirectorship from 'Director not liable to retire by rotation' to 'Director liable toretire by rotation'.
Brief profiles of Directors being appointed / re-appointed at the forthcoming ThirdAnnual General Meeting have been given in the Report on Corporate Governance.
KEY MANAGERIAL PERSONNEL
The following persons functioned as Key Managerial Personnel during the year underreview:
|Herve Frederic Richert * ||Chief Executive Officer |
|Anirban Moulik ||Chief Financial Officer (till 18th November 2020) |
|Anant Gupta ||Chief Financial Officer (w.e.f. 31st December 2020) |
|Rajat Arora ||Company Secretary (till 4th December 2020) |
|Saurabh Mantri ||Company Secretary (w.e.f. 31st December 2020) |
* Resigned effective closure of business hours on 10th July 2021.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is set out in Annexure V to this Report.
MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There has been no material change between the end of the Financial Year and the date ofthis Report.
In terms of the provisions of Section 92 (3) of the Act read with the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at www.birlatyre.com
ANNEXURES FORMING PART OF THIS REPORT
|Annexure ||Particulars |
|I ||Management Discussion & Analysis |
|II ||Report on Corporate Governance |
|III ||Secretarial Audit Report |
|IV ||Remuneration and other particulars as prescribed under Section 197 of the Companies Act 2013 |
|V ||Conservation of Energy Technological Absorption Foreign Exchange Earnings and Outgo |
The Board wishes to gratefully acknowledge the understanding and support received bythe Company from its employees. It wishes also to thank the Banking system the CentralGovernment the various State Governments and the local authorities for the unstintedsupport received during the year under review.
This Report will be incomplete without a specific appreciation for the Members of theCompany who have shown immense confidence and understanding in the Company's well-being.
| || |
For and on behalf of the Board of Directors
| ||Uma Shankar Asopa ||Manjushree Khaitan |
| ||Director ||Chairman |
|Registered Office: || || |
|9/1 R.N. Mukherjee Road || || |
|8th Floor Birla Building || || |
|Kolkata - 700 001 || || |
|Date: 30th July 2021 || || |