To the Members
Your Company's Directors are pleased to present the 40th Annual Report ofthe Company along with Audited Financial Statement for the year ended 31 December 2017.
1. FINANCIAL RESULTS
|Particulars ||For the year ended 31 December 2017 ||For the year ended 31 December 2016 |
| ||(Rupees in Crores) ||(Rupees in Crores) |
|Sales (excluding excise duty) (a) ||3584 ||3370 |
|Other income (b) ||84 ||87 |
|Total Revenue (a+b) ||3668 ||3457 |
|Profit before tax and depreciation ||1116 ||1085 |
|Depreciation and amortisation ||46 ||45 |
|Profit before tax ||1070 ||1040 |
|Tax expense ||378 ||370 |
|Profit after tax ||692 ||670 |
|Other Comprehensive income (net of tax) ||(2) ||2 |
|Total Comprehensive income ||690 ||672 |
|Balance brought forward ||564 ||460 |
|Profit available for appropriation ||692 ||670 |
|Appropriation || || |
|Dividend (incl. tax) ||655 ||566 |
|Bonus issue ||98 || |
|Balance carried forward ||503 ||564 |
The Company has adopted "Ind AS" with effect from 1 January 2017. Financialstatements for the year ended and as at 31 December 2016 have been re-stated to conform toInd AS. Note 33 to the financial statement provides further explanation on the transitionto Ind AS.
Revenue from operations of your Company has increased by about 6.3% over the previousyear to Rs. 3584 Crores.
Costs of materials were higher by about 9% over the previous year at Rs. 1666 Croresmainly due to rise in input costs. Operating and other expenses (excl. excise) increasedby Rs. 46 Crores as compared to the previous year. Profit Before Tax increased by about 3%over previous year to Rs. 1070 Crores. Tax rate for the current year has remained atnearly the same level as that of the previous year. Profit After Tax increased by 3% overthe previous year to Rs. 692 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 orjoint venture company.
3. RETURNS TO INVESTORS
Your Directors are pleased to recommend a Final Dividend of Rs. 2.50 per share forFinancial Year ended 31 December 2017 (2016: Final Dividend Rs. 4.50 per share and aSpecial Dividend of Rs. 2.00 per share). The said Final Dividend is on the enhancedpaid-up equity share capital post issue of bonus shares in the ratio of 1:1. This is inaddition to an Interim Dividend of Rs. 4.50 per share (pre bonus per share) (2016: Rs.4.50 per share).
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 your Companyto be met by internal cash accruals.
The Dividend Distribution Policy is given as Annexure I to this Report. The sameis also available on the website of the Company athttp://www.castrol.com/en_in/india/financials/ other-financial-documents-policies.html.
B. BONUS SHARES:
Considering the financial parameters and the position of reserves of the Company yourBoard of Directors at its Meeting held on 7 November 2017 approved issue of bonusequity shares in the proportion of 1:1 i.e. 1 (One) bonus equity share of Rs. 5/-for every 1 (One) fully paid-up equity share held.
The Members of the Company approved the proposal for issue of bonus equity shares inratio 1:1 through postal ballot on 15 December 2017. On 26 December 2017 yourCompany allotted the bonus equity shares to all the Members who held the fully paid-upequity shares as on 23 December 2017 being the "Record Date".
4. SHARE CAPITAL
During the year there has been an increase in the paid-up equity share capital due toissue of bonus equity shares to the Members of the Company. The paid-up equity sharecapital of the Company as on 31 December 2017 was Rs. 494.56 Crores (previous year Rs.247.28 Crores). The authorized capital of the Company as on 31 December 2017 was Rs.495 Crores divided into 990000000 equity shares of Rs. 5/- each. There was no changein the authorized capital of the Company during the year.
5. IND AS IFRS CONVERGED STANDARDS
Your Company had adopted Ind AS with effect from 1 January 2017 pursuant to anotification dated 16th February 2015 issued by the Ministry of Corporate Affairsnotifying the Companies (Indian Accounting Standard) Rules 2015. Your Company haspublished Ind AS Financials for the year ended 31 December 2017 along with comparable ason 31 December 2016 and Opening Statement of Assets and Liabilities as on 1 January2016.
Your Company has shared all four quarters re-stated Ind AS Profit and LossStatement with investors along with quarterly results for comparison.
6. GOODS AND SERVICES TAX (GST)
The Goods and Services Tax (GST) is a landmark reform which will have a lasting impacton the economy and on businesses. Implementation of a well-designed GST model that appliesto the widest possible base at a low rate can provide stimulus to the business andcontribute to the Hon'ble Prime Minister's mission of Make in India'.
Your Company has successfully implemented and migrated to GST with effect from 1July 2017 and changes across IT systems Supply Chain and operations have been madekeeping in mind the sweeping changes that GST has brought in.
7. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to applicable provisions of the Companies Act 2013 ("the Act") readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("The Rules") all unpaid or unclaimed dividends arerequired to be transferred by the Company to the Investor Education and Protection Fund(IEPF) established by the Central Government after completion of seven years. 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 upto the Interim Dividend for the Financial Year ended 31 December2010.
Members/claimants whose shares unclaimed dividend have been transferred to the IEPFDemat Account or the Fund as the case may be may claim the shares or apply for refund bymaking an application to the IEPF Authority in Form IEPF-5 (available onhttp://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority fromtime to time. The Member/claimant can file only one consolidated claim in a Financial Yearas per the IEPF Rules.
The Company will be transferring the Final Dividend and corresponding shares for theFinancial Year ended 31 December 2010 and the Interim Dividend and corresponding sharesfor the Financial Year ended 31 December 2011 on or before 31 July 2018 and 15 September2018 respectively. Members are requested to ensure that they claim the dividends andshares referred above before they are transferred to the said Fund. 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 http://www.castrol.com/en_in/india/financials/other-financial-documents-policies.html. The shareholders are thereforeencouraged to verify their records and claim their dividends of all the earlier sevenyears if not claimed.
8. PROMOTERS' SHAREHOLDING
During the year under review BP Mauritius Limited a subsidiary company of thepromoter company Castrol Limited transferred its entire shareholding of 541896 sharesaggregating to 0.11% of the paid-up equity share capital of the Company to CastrolLimited. The present promoter of your Company is Castrol Limited holding (51%) of thepaid-up equity share capital of the Company.
Your Company had filed a suo-moto application for compounding of thecontravention of Section 203(4) of the Act (delay in appointment of the Company Secretarya whole-time key managerial person of the Company) before the Hon'ble National Company LawTribunal Mumbai Bench. The Hon'ble National Company Law Tribunal Mumbai Bench videtheir order dated 2 August 2017 had disposed the matter favourably for your Company.
10. 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 Safety Security and Environment along with Ethics and Values formed the coreof our operations.
The safety agenda continued to be driven strongly through plant safety and road safetyinitiatives. Through the year the Family Connect engagement programme for heavy vehicledrivers with a strong focus on Safe Driving continued to be an important forum forengagement across multiple locations. As part of the safe control and monitoringmechanism Safety Observations continued to be recorded and proactively addressed. TheControl of Work guidelines and Operating Management System processes across the plants andother Supply Chain functions continued to be strengthened. Customer service and productavailability continued to be driven by proactively anticipating demand changes andvariability and through the order fulfilment processes. Plant production raw materialsand packaging supplier reliability were also important pillars for a strong servicedelivery. The team continued to focus on quality by using stringent input measures andprocesses helping drive a premium image in the market. Strong inspection programmesat supplier and 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 2017 was about Rs. 25.5 Crores.
Throughout the year there was strong focus on generating value through standardizationand simplification. Efficient sourcing and transportation initiatives focusing on costoptimization were led successfully helping deliver additional value for business.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board by way of a Circular Resolution appointed Ms. Shiva McMahon (DIN:07770783) as a Non Executive Nominee Director of the Company with effect from 11 May2017.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Jayanta Chatterjee and Ms. Rashmi Joshi Wholetime Directors of the Companyretire by rotation at the ensuing Annual General Meeting and being eligible have offeredthemselves 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 at the end of theNotice convening the 40th Annual General Meeting of the Company (Page 7).
Further details of the Directorships held by Mr. Jayanta Chatterjee and Ms.Rashmi Joshi in other companies are given in the Corporate Governance section of thisAnnual Report. Appropriate resolutions for the re-appointment of the aforesaid Directorsare being proposed at the ensuing Annual General Meeting which the Board recommends foryour approval.
The Independent Directors of your Company have certified their independence to theBoard stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act. The Board of Directors has appointed Ms. Chandana Dhar as the CompanySecretary & Compliance Officer with effect from 12 January 2017.
There was no change in the composition of the Board of Directors and Key ManagerialPersonnel during the year under review except as stated above.
12. BOARD EVALUATION
The Nomination and Remuneration Committee of your Company approved the BoardPerformance Evaluation Policy (the "Policy") which has been adopted by theBoard of Directors. The Policy provides for evaluation of the Board the Committees of theBoard and individual Directors including the Chairman of the Board. The Policy providesthat evaluation of the performance of the Board as a whole and the Board Committees andindividual Directors shall be carried out annually. The Policy is provided as AnnexureII to this report of the Board to the Members. Your Company has appointed a reputedagency that engages with the Chairman of the Board and Chairman of the Nomination andRemuneration Committee in respect of the evaluation process. The agency prepares anindependent report which is used for giving appropriate feedback to theBoard/Committees/Directors for discussions in the meetings. During the year theevaluation cycle was completed by the Company which included the evaluation of the Boardas a whole Board Committees and individual Directors. The evaluation process focussed onvarious aspects of the Board and Committees' functioning such as composition of the Boardand Committees experience and competencies performance of specific duties obligationsand governance issues. A separate exercise was carried out to evaluate the performance ofindividual Directors on parameters such as attendance contribution and exercise ofindependent 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 7 November 2017 to review performance evaluation ofNon-Independent Directors and the Board of Directors and also of the Chairman takinginto account views 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.
13. POLICY ON DIRECTORS' APPOINTMENTS REMUNERATION ETC.
PolicyonRemunerationofDirectorsKeyManagerial Personnel (KMP) and Senior ManagementEmployees and Policy on Appointment of Directors Independence of Directors and BoardDiversity are given as Annexure II to this report of the Board to the Members.
14. 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.
15. 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 Certificateregarding compliance of conditions of Corporate Governance are made part of the AnnualReport.
16. 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 last hundred years of theCompany's presence in India Castrol India's Corporate Social Responsibility (CSR)activities have evolved from charitable giving to a strategic CSR programme working incollaboration with key stakeholders. The CSR programme of your Company aligns businessrisks and opportunities with the national agenda of development priorities to meet theneeds and aspirations 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 our core skills and vision ofbuilding a safer and better quality of life underpinned by our focus on progressivetechnology and in line with the aspirations of the country's youth the Company focusseson the following programmes: i. Eklavya: Strengthening skills in the automotive andindustrial sectors with a focus on technology ii. Ehtiyat: Collaborating for safermobility iii. Ekjut: Community Development in areas of operation and presence iv. Ehsaas:Humanitarian aid Corporate Social Responsibility Committee of the Board has recommendedand the Board has approved a CSR Policy in line with the requirements of Section 135 ofthe 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 CSRactivities is annexed to this report as Annexure III.
17. 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 the preparation of the annual accounts for the year ended 31 December 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been 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 2017 and of the profitof your Company for the year ended on that date
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and otherirregularities
(d) the Directors have prepared the annual accounts on a going concern' basis
(e) the Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and are operatingeffectively and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
18. 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 Managementauthorisation 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 orloss. An independent Internal Audit function is an important element of your Company'sinternal control system. The internal control system is supplemented through an extensiveinternal audit 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.
19. RELATED PARTY TRANSACTIONS
Your Company has adopted a Related Party Transactions Policy. The Audit Committeereviews the 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 accounting firm to establish compliance with law and limits approved. AllRelated Party Transactions entered during the year were in the ordinary course of thebusiness and on arm's 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 http://www.castrol.com/en_in/india/about-us/financials/other-financial-documents-policies.html.
Your Company has not accepted any Fixed Deposits under Chapter V of The Act during thisFinancial Year and as such no amount on account of Principal or Interest on Deposits fromPublic was outstanding as on 31 December 2017.
21. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
Particulars of loans guarantees and investments made by your Company pursuant to Section186 of the Act are given in the Notes to the Financial Statement which form part of theAnnual Report.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT (R&D)AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars relating to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required to be disclosed under the Act are provided as AnnexureIV.
23. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR
Except as disclosed elsewhere in this Annual Report no material changes andcommitments which could affect your Company's financial position have occurred between theend of the Financial Year of your Company and date of this Report.
M/s. Deloitte Haskins & Sells LLP Chartered Accountants were appointed asStatutory Auditors of your Company at the Annual General Meeting held on 31 May 2017 fora term of five consecutive years. As per the provisions of Section 139 of the Act theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting. Resolution for the said ratification is being moved at the ensuing Annual GeneralMeeting.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
M/s. Kishore Bhatia & Associates Cost Accountants carried out the Cost Audit forthe Company. They have been re-appointed as Cost Auditors for the Financial Year ending 31December 2018.
& Co. Company Secretaries in Whole-time Practice to carry out SecretarialAudit under the provisions of Section 204 of the Act for the Financial Year 2017. TheSecretarial Auditor's report to the shareholders does not contain any qualification andis annexed to this report marked as Annexure V.
25. 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.
26. EXTRACT OF THE ANNUAL RETURN
Details forming part of the extract of the Annual Return in Form MGT 9 as perprovisions of the Act and rules thereto are annexed to this report as Annexure VI.
27. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been annexed to this report as Annexure VII.
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 Statement 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.
28. 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 supportingbehaviours. 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 Companyprovides the mechanism to seek recourse and redressal to the concerned individualsubjected to sexual harassment.
Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in placeto provide clarity around the process to raise such a grievance and how the grievance willbe investigated and resolved. An Internal Complaints Committee has been constituted inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
During the year there was one complaint of sexual harassment that was reported whichwas reviewed by the Internal Complaints Committee.
Pursuant to the review disciplinary action was taken.
29. 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.
30. 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 your Company received any remuneration or commission duringthe year from any of its subsidiaries
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.
31. AWARDS AND RECOGNITIONS
Your Company won a clutch of prestigious and diverse external accolades in 2017 whichinclude:
IMC Ramkrishna Bajaj National Quality Performance Excellence Trophy
Golden Peacock Award - Special Commendation for Excellence in CorporateGovernance
IndiaStar Packaging Award for its e-promo cap
Greentech Safety Award for its Silvassa plant for the third successive year
Runners up award at the FICCI CSR Awards for its Eklavya skill developmentprogramme for mechanics
Employee's Provident Fund Organization Award where it was ranked # 1 among 1500companies
Featured as one of the top 100 companies for women in India as per a study byWorking Mother and AVTAR Group.
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 & Wholetime Director |
|DIN: 07282001 ||DIN: 06641898 |
|Place : Mumbai || |
|Date : 6 February 2018 || |