To the Members
Your Company's Directors are pleased to present the 41st Annual Report ofthe Company along with Audited Financial Statement for the year ended 31 December 2018.
1. FINANCIAL RESULTS
|Particulars ||For the year ended 31 December 2018 ||For the year ended 31 December 2017 |
| ||(INR in crores) ||(INR in crores) |
|Sales (excluding excise duty) (a) ||3905 ||3584 |
|Other income (b) ||84 ||84 |
|Total Revenue (a+b) ||3989 ||3668 |
|Profit before tax and depreciation ||1154 ||1116 |
|Depreciation and amortization ||56 ||46 |
|Profit before tax ||1098 ||1070 |
|Tax expense ||390 ||378 |
|Profit after tax ||708 ||692 |
|Other Comprehensive income (net of tax) ||(1.1) ||(2) |
|Total Comprehensive income ||707 ||690 |
|Balance brought forward ||503 ||564 |
|Profit available for appropriation ||708 ||692 |
|Appropriation || || |
|Dividend (incl. tax) ||566 ||655 |
|Bonus issue ||- ||98 |
|Balance carried forward ||643 ||503 |
Revenue from operations of your Company has increased by about 9% over the previousyear to INR 3905 crores.
Costs of materials were higher by about 14% over the previous year at INR 1907 croresmainly due to rise in input costs. Operating and other expenses (excl. excise) increasedby INR 42 crores as compared to the previous year mainly due to higher volume. Profitbefore Tax increased by about 3% over previous year to INR 1098 crores. Tax ratefor the current year has remained at nearly the same level as that of the previous year.Profit after Tax increased by 2% over the previous year to INR 708 crores.
Your Company's performance has been discussed in detail in the ManagementDiscussion and Analysis Report'.
Your Company does not have any subsidiary or associate or joint venture company.
3. RETURNS TO INVESTORS (DIVIDEND)
The Board of Directors of the Company recommended a final dividend of INR 2.75 pershare for the financial year ended
31 December 2018 (2017: final dividend INR 2.50 per share). This is in additionto an interim dividend of INR 2.25 per share (2017: interim dividend of INR 4.50 pre bonusissue per share) for the financial year ended 31 December 2018.
The final dividend subject to approval of members will be paid within statutoryperiod to those members whose names appear in the register of members as on the date ofbook closure.
The dividend payout for the year under review is in accordance with your Company'spolicy to pay sustainable dividend linked to long-term growth objectives of yourCompany to be met by internal cash accruals.
The Dividend Distribution Policy is annexed as Annexure I to this Report. Thesame is also available on the website of the Company at https://www.castrol.com/content/dam/castrolcountry/en_in/About%20Us/DividendDistributionPolicy.pdf.
4. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to applicable provisions of the Companies Act 2013 ("Act") readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") all unpaid or unclaimed dividends arerequired to be transferred by the Company to the Investor Education and Protection Fund("IEPF" or "Fund") established by the Central Government aftercompletion of seven years from the date of dividend becoming unpaid / unclaimed. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the members for seven consecutive years or more shall also be transferred tothe demat account created by the IEPF Authority.
The Company had sent individual notices and also advertised in the newspapers seekingaction from the members who have not claimed their dividends for seven consecutive yearsor more. Accordingly the Company has transferred such unpaid or unclaimed dividends andcorresponding shares to IEPF up to and including the interim dividend for the financialyear ended 31 December 2011. Members/claimants whose shares and/or unclaimed dividendhave been transferred to the IEPF Demat Account or the Fund as the case may be may claimthe shares or apply for refund by making an application to the IEPF authority in FormIEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by theIEPF authority from time to time. The member/claimant can file only one consolidated claimin a financial year as per the IEPF Rules.
The Company will be transferring the final dividend and corresponding shares for thefinancial year ended 31 December 2011 and the interim dividend and corresponding sharesfor the financial year ended 31 December 2012 on or before 21 June 2019 and 20 September2019 respectively. Members are requested to ensure that they claim the dividends andshares referred above before they are transferred to the said Fund. The due dates fortransfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.
Details of shares/shareholders in respect of which dividend has not been claimed areprovided on our website at https://www.castrol.com/en_in/india/investors/statement-of-unclaimed-dividend-and-shares.html. The shareholders areencouraged to verify their records and claim their dividends of all the earlier sevenyears if not claimed.
5. SUPPLY CHAIN
Your Company's supply chain function remained an important enabler for theorganization. The five strategic pillars of supply chain continued to be:
1. Contemporary differentiated and competitive customer service
2. Premium quality a source of enhanced customer experience
3. Supply chain capabilities assets and resources to support growth
4. Consistent processes
5. Generating value for business through efficiency initiatives Health SafetySecurity and Environment along with Ethics and Values formed the core of our operations.
The safety agenda continued to be driven strongly through plant safety and road safetyinitiatives. We conducted our annual road safety campaign with heavy vehicle drivers. Witha strong focus on safe driving it continued to be an important forum for engagement withan overwhelming participation from our employees to initiate and continue conversations onsafety with the heavy vehicle drivers.
As part of the safe control and monitoring mechanism safety observations continued tobe recorded and proactively addressed. The Control of Work guidelines and OperatingManagement System processes across the plants and other supply chain functions continuedto be strengthened. We reported zero injuries in our operations and also receivedrecognition at multiple country wide fora for our excellent quality and safe operations.To name a few we received the Golden Peacock Award for Patalganga plant Greentech SafetyAward for Silvassa and Paharpur plants and CII Award - HSSE for Patalganga plant.
Customer service and product availability continued to be driven by proactivelyanticipating demand changes and variability and through the order fulfillment processes.We managed our operations without impact to service despite of adverse incidents such asthe transporters strike. Plant production raw materials and packaging supplierreliability were also important pillars for a strong service delivery. With a close ear tothe ground and sensing our customer needs we introduced a variety of new products acrossvarious segments. We served our existing customers and OEM partners with a focus onpremium brand experience and also expanded our partnerships with new OEM contracts. FordQI Certification is a demonstration of our focus on customer service.
The team continued to focus on quality by using stringent input measures and processes helping drive a premium image in the market. Strong inspection programmes atsupplier and at process levels continued through the year.
In order to support growth operations your Company continued to invest in projects andinitiatives to make the operations robust for future. The total capital investment acrossmultiple supply chain projects for financial year 2018 was about INR 22.85 crores.
Throughout the year there was a strong focus on generating value throughstandardization and simplification. Efficient sourcing and transportation initiativesfocusing on cost optimization were led successfully helping deliver additional value forbusiness.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board appointed Ms. Sangeeta Talwar (DIN 00062478) as an Additional(Independent) Director of the Company with effect from 23 July 2018 for a period of 5(five) years subject to the approval of the members.
Your Board re-appointed Ms. Rashmi Joshi (DIN: 06641898) as Whole-time Directorof the Company with w.e.f. 1 August 2018 for a period of 5 (five) years subject to theapproval of the members.
Your Board re-appointed Mr. Omer Dormen (DIN: 07282001) as Managing Director ofthe Company with w.e.f. 12 October 2018 for a period of 1 (one) year subject to theapproval of the members and the Central Government. The Company has made an application tothe Central Government in Form MR-2 for the said re-appointment of Mr. Omer Dormen.
Your Board appointed Mr. Siddharth Shetty Managing Counsel as Key Managerial Personnelof the Company for a period of 3 (three) years with effect from 3 May 2018.
Ms. Shiva McMahon (DIN: 07770783) ceased to be a Nominee Director of the Company witheffect from close of business hours on 15 November 2018.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Omer Dormen Managing Director and Ms. Rashmi Joshi Whole-timeDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible have offered themselves for re-appointment.
Details of each of the Directors proposed to be re-appointed at the ensuingAnnual General Meeting as required by Regulation 36(3) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations 2015")and SS - 2 (Secretarial Standards on General Meetings) are provided in the Noticeconvening the 41st Annual General Meeting of the Company.
Further details of the directorships held by Mr. Omer Dormen and Ms. RashmiJoshi in other companies are also given in the Corporate Governance section of thisAnnual Report. The Independent Directors of your Company have certified their independenceto the Board stating that they meet the criteria for independence as mentioned underSection 149 (6) of the Act. There was no change in the composition of the Board ofDirectors and Key Managerial Personnel during the year under review except as statedabove.
7. POLICY ON NOMINATION INDEPENDENCE REMUNERATION DIVERSITY AND EVALUATION.
The Policy on Nomination Independence Remuneration Diversity and Evaluationapproved by the Nomination and Remuneration Committee of your Company and which has beenadopted by the Board of Directors is annexed as Annexure II to this reportof the Board to the
Members. The policy is available on the website of the Company athttps://www.castrol.com/ content/dam/castrolcountry/en_in/About%20Us/Financials/CIL-NRC-Policy-CIL-2018-FINAL.pdf
8. BOARD EVALUATION
The Nomination and Remuneration Committee of your Company approved the Policy onNomination Independence Remuneration Diversity and Evaluation ("Policy")which has been adopted by the Board of Directors. The Policy provides for evaluation ofthe Board the committees of the Board and individual directors including the Chairman ofthe Board. The Policy provides that evaluation of the performance of the Board as a wholeand the Board committees and individual directors shall be carried out annually. YourCompany has appointed a reputed agency that engages with the Chairman of the Board andChairman of the nomination and remuneration committee in respect of the evaluationprocess. The agency prepares an independent report which is used for giving appropriatefeedback to the Board/Committees/Directors for discussions in the meetings.
During the year the evaluation cycle was completed by the Company which included theevaluation of the board as a whole board committees and individual directors.
The evaluation process focused on various aspects of the board and committees'functioning such as composition of the board and committees experience and competenciesperformance of specific duties obligations and governance issues. A separate exercise wascarried out to evaluate the performance of individual directors on parameters such asattendance contribution and exercise of independent judgment.
The results of the evaluation of the board and committees were shared with the boardand respective committees. The Chairman of the board had individual discussions with eachmember of the Board to discuss the performance feedback based on self-appraisal and peerreview. The nomination and remuneration committee Chairman discussed the performancereview with the Chairman of the Board.
The independent directors met on 31 October 2018 to review performance evaluation ofnon-independent directors and the Board and also of the Chairman taking into accountviews of executive directors and non-executive directors.
Based on the outcome of the evaluation the Board and committees have agreed on variousaction points which would result in each director its committees and the board itscommittees and each director playing more meaningful roles to increase shareholder value.
9. BOARD AND COMMITTEES
The Board met four times during the year details of which are given in the CorporateGovernance Report that forms part of this Annual Report. The intervening gap between themeetings was within the period prescribed under the Act and the SEBI Listing Regulations2015. Details of all the Committees of the Board have been given in the CorporateGovernance Report.
10. CORPORATE GOVERNANCE
Your Company is part of BP Group which is known globally for best standards ofgovernance and business ethics. Your Company has put in place governance practices asprevalent globally.
The Corporate Governance Report and the Auditor's Certificate regarding compliance ofconditions of Corporate Governance are made part of the Annual Report.
11. CORPORATE SOCIAL RESPONSIBILITY
Your Company recognizes the need and importance of a focused and inclusive social andeconomic development especially of the industries and communities within which itoperates. Your Company seeks to build open and constructive relationships with all itsstakeholders and wants them to benefit from your Company's presence and this is set out inthe Code of Conduct and values of your Company.
Over the years Castrol India's Corporate Social Responsibility (CSR) activities haveevolved from charitable giving to a strategic CSR programme working in collaboration withkey stakeholders. The CSR programme of your Company aligns business risks andopportunities with the national agenda of development priorities to meet the needs andaspirations of the populace.
Your Company aims to provide a safer and better quality of life for the communities itserves whilst ensuring the long-term sustainability of the Company's operations in therelevant industries where it operates. In alignment with this vision the Company nowfocuses on two key flagship CSR programmes:
Programme for holistic development of truck drivers Castrol Sarathi Mitra
Programme for mechanics with an aim to strengthen skills development in automotive andindustrial sectors with a focus on technology Castrol Eklavya Additionally theCompany continues to support community development initiatives around areas of operationsand presence. The Company from time to time supports humanitarian aid activities inIndia by providing relief and rehabilitation to people impacted by natural disasters.
Corporate Social Responsibility committee of the Board has recommended and the Boardhas approved a Corporate Social Responsibility Policy in line with the requirements ofSection 135 of the Act.
The Corporate Social Responsibility Policy is available on the website of the Companyat http:// www.castrol.com/en_in/india/about-us/csr.html. The Annual Report on CorporateSocial Responsibility activities is annexed to this report as
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under sections 134(3) (c) and 134(5) of the Act withrespect to the Directors' Responsibility Statement it is hereby confirmed: (a) in thepreparation of the annual accounts for the year ended 31 December 2018 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31 December 2018 and of the profitof your Company for the year ended on that date; (c) the directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities; (d) the directors have prepared the annualaccounts on a going concern' basis; (e) the directors have laid down internalfinancial controls to be followed by your Company and that such internal financialcontrols are adequate and are operating effectively; and (f) the directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
13. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has set up a Risk Management Committee. Your Company has also adopted aRisk Management Policy the details of which are given in the Corporate Governance Reportthat forms part of this Annual Report.
Your Company maintains an adequate and effective internal control system commensuratewith its size and complexity. We believe that these internal control systems provideamong other things a reasonable assurance that transactions are executed with managementauthorization and that they are recorded in all material respects to permit preparation offinancial statements in conformity with established accounting principles and that theassets of your Company are adequately safe-guarded against significant misuse or loss. Anindependent internal audit function is an important element of your Company's internalcontrol system. The internal control system is supplemented through an extensive internalaudit programme and periodic review by management and Audit Committee.
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
14. RELATED PARTY TRANSACTIONS
Your Company has adopted a Related Party Transactions Policy. The audit committeereviews this policy from time to time and also reviews and approves all related partytransactions to ensure that the same are in line with the provisions of applicable lawand the Related Party Transactions Policy. The committee approves the related partytransactions and wherever it is not possible to estimate the value approves limit for thefinancial year based on best estimates. All related party transactions are reviewed by anindependent firm of chartered accountant to establish compliance with law and limitsapproved.
All related party transactions entered during the year were in the ordinary course ofthe business and on arms length pricing basis. No material related party transactions wereentered into during the year by your Company. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) of the Act in Form AOC-2 is notapplicable to your Company.
In conformity with the requirements of the Act read with SEBI Listing Regulations2015 the policy to deal with related party transactions is also available on Company'swebsite at h t t p s : / / w w w. c a s t ro l . c o m / c o n t e n t / d a m /castrolcountry/en_in/About%20Us/Financials/related-party-transactions-policy-cil-2018-final-website.pdf.
Your Company has not accepted any fixed deposits under Chapter V of the Act during thefinancial year and as such no amount on account of principal or interest on deposits frompublic was outstanding as on 31 December 2018.
16. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
Particulars of loans guarantees investments made and securities provided by yourCompany pursuant to Section 186 of the Act are given in the notes to the financialstatements which form part of the Annual Report.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT (R&D)AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars relating to conservation of energy technology absorption research& development and foreign exchange earnings and outgo as required to be disclosedunder the Act are provided as Annexure IV.
18. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR
No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year of your Company and date ofthis report.
The statutory auditor of your Company Deloitte Haskins & Sells LLP CharteredAccountants were appointed for a period of 5 (five) years at the Annual GeneralMeeting held on
31 May 2017. The Companies (Amendment) Act 2017 has waived the requirement forratification of the appointment of statutory auditor by the shareholders at every AnnualGeneral Meeting. Hence the approval of the members is not being sought for the re-appointmentof the statutory auditor and in line with their resolution of appointment passed at theAnnual General Meeting held on 31 May 2017 the statutory auditor will continue to holdoffice till the conclusion of the 44th Annual General Meeting of the Company.The statutory auditor have confirmed their eligibility and submitted the certificate inwriting that they are not disqualified to hold the office of the statutory auditor. Thereport given by the statutory auditor on the financial statements of the Company is partof the Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the statutory auditor in their report.
M/s. Kishore Bhatia & Associates Cost Accountants carried out the cost audit forthe Company.
They have been re-appointed as cost auditor for the financial year ending 31 December2019.
Your Company is required to maintain the cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013. Your Companyhas accordingly maintained the same and has filed the Cost Audit Report for Formulationsand Compliance Report for the financial year ended
31 December 2017 on 10 May 2018 which is within the stipulated timeline prescribedunder the applicable regulations. The Cost Audit Report for the financial year ended 31December 2018 is due to be filed in the current financial year.
The Board had appointed S. N.
Ananthasubramanian & Co. Company Secretaries in Whole-time Practice to carry outSecretarial Audit under the provisions of Section 204 of the Act for the Financial Year2018. The Secretarial Auditor's report to the members does not contain any qualificationand is annexed to this report marked as Annexure V.
20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year your Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
21. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees asrequired under section 197 of the Act and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 have been annexed to this report as AnnexureVI.
Details of employee remuneration as required under provisions of section 197 of theAct and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 form part of this report. As per the provisions of section 136 ofthe Act the report and financial statements are being sent to the members of your Companyand others entitled thereto excluding the statement on particulars of employees. Copiesof said statement are available at the registered office of the Company during thedesignated working hours from 21 days before the Annual General Meeting till date of theAnnual General Meeting. Any member interested in obtaining such details may also write tothe corporate secretarial department at the registered office of the Company.
22. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company firmly believes in providing a safe supportive and friendly workplaceenvironment a workplace where our values come to life through the supportingbehaviors. Positive workplace environment and a great employee experience are integralpart of our culture. Your Company believes in providing and ensuring a workplace free fromdiscrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual harassment and inthe event of any occurrence of an incident constituting sexual harassment; Your Companyhas created the framework for individuals to seek recourse and redressal to instances ofsexual harassment. Your Company has a Sexual Harassment Prevention and Grievance HandlingPolicy in place to provide clarity around the process to raise such a grievance and howthe grievance will be investigated and resolved. An Internal Complaints Committee has beenconstituted in line with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
During the year there was one complaint of sexual harassment that was reported whichwas reviewed by the Internal Committee. Pursuant to the review disciplinary action wastaken.
23. VIGIL MECHANISM
Your Company has a very strong whistle blower policy viz. Open Talk'. Allemployees of your Company also have access to the Chairman of the Audit Committee in casethey wish to report any concern. Your Company has provided a dedicated e-mail address forreporting such concerns.
All cases registered under Whistle Blower Policy of your Company are reported to andare subject to the review of the Audit Committee.
24. ANNUAL RETURN
The annual return of the Company as required under the Companies Act 2013 willbe available on the website of the Company at www.castrol.co.in.
25. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend voting or otherwise
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Companyunder any scheme
3. Your Company has not resorted to any buy back of its Equity Shares during the yearunder review
4. Your Company does not have any subsidiaries. Hence neither the Managing Directornor the Wholetime Directors of
Castrol India Limited
your Company received any remuneration or commission during the year from any of itssubsidiaries
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and your Company's operations in future.
6. No fraud has been reported by auditors under sub-section (12) of section 143.
26. AWARDS AND RECOGNITIONS
Your Company was recognized with many prestigious and diverse external accolades in2018 which include:
IMC Ramkrishna Bajaj National Quality
Awards 2018 in the Manufacturing category.
Golden Peacock Innovation Management
Award for the year 2018.
Gold award at the Asia Pacific Smarties
Awards under the category of Relationship Building' and a Silver at the MaddiesAwards for Castrol CRB Mini-Truck mobile campaign.
Golden Peacock Occupational Health &
Safety Award 2018 for Patalganga plant.
Overall Performance' Award from Maruti
Suzuki India Limited in recognition of quality and customer excellence.
Castrol India recognized as runners up in the classical category at The Mint CorporateStrategy Awards 2018.
Castrol India's Patalganga plant was awarded as runners-up in Manufacturing Category(Large) at the 13th CII (WR) Safety Health and Environment Excellence andInnovation Award 2018.
Silvassa plant became the first lubricants plant in India to receive Ford Q1certification recognizing its quality excellence.
Ms. Rekha Pillai Head - CSR won CSR Leader of 2018 at the Sabera Social and BusinessEnterprise Awards 2018.
Ms. Rashmi Joshi Chief Financial Officer &
Wholetime Director was honoured as CFO of the year in Large Enterprise category atFinancial Express CFO of the year Awards 2018.
Castrol Turbomax Truck Aasana campaign for truck drivers was recognized with a silverand bronze prize at the coveted Effies Award.
Silvassa Plant won the 17th Annual Greentech Safety Award 2018 for the forthyear in succession.
Castrol Turbomax Truck Aasana campaign won the campaign of the year at ET Brand EquityKaleido Awards 2019.
The Board wishes to place on record its sincere appreciation of the efforts put in byyour Company's employees for achieving encouraging results under difficult conditions. TheBoard also wishes to thank the members distributors vendors customers bankersgovernment and all other business associates for their support during the year.
|On behalf of the Board of Directors |
|Omer Dormen ||Rashmi Joshi |
|Managing Director ||Chief Financial Officer |
|DIN: 07282001 ||& Wholetime Director |
| ||DIN: 06641898 |
Place : Mumbai
Date : 30 January 2019