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CEAT Ltd.

BSE: 500878 Sector: Auto
NSE: CEATLTD ISIN Code: INE482A01020
BSE 00:00 | 18 Sep 957.90 10.00
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NSE 00:00 | 18 Sep 959.40 8.85
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960.00

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OPEN 959.95
PREVIOUS CLOSE 947.90
VOLUME 8129
52-Week high 1101.00
52-Week low 601.50
P/E 18.50
Mkt Cap.(Rs cr) 3,875
Buy Price 950.45
Buy Qty 1.00
Sell Price 957.90
Sell Qty 10.00
OPEN 959.95
CLOSE 947.90
VOLUME 8129
52-Week high 1101.00
52-Week low 601.50
P/E 18.50
Mkt Cap.(Rs cr) 3,875
Buy Price 950.45
Buy Qty 1.00
Sell Price 957.90
Sell Qty 10.00

CEAT Ltd. (CEATLTD) - Director Report

Company director report

To

The Members of CEAT Limited

Your Directors are pleased to present their Sixtieth report together with theStandalone and Consolidated Audited Financial Statements of the Company for the year endedMarch 31 2019.

Financial Highlights

I. Standalone:

(Rs. in Lacs)

Particulars 2018-19 2017-18
Total Revenue 688660 643872
Total Expenses (excluding exceptional items) 643259 600266
Profit Before Taxation 40977 40966
Tax expense:
– Curr ent Tax 9009 10408
– Deferr ed Tax 3077 2686
Profit for the period 28891 27872
Other Comprehensive Income
Items that will not be reclassified to profit or loss
– Remeasurement gains/(losses) on defined benefit plans (798) 1043
– Income tax relating to above 279 (361)
Items that will be reclassified to profit or loss
– Net movement in cash flow hedges (3792) 1098
– Income tax effect on net movement in cash flow hedges 1323 (380)
Total Comprehensive Income for the year 25903 29272
II. Consolidated:

 

Rs. (in Lacs)
Particulars 2018-19 2017-18
Total Revenue 702351 648179
Total Expenses 662272 610352
Profit Before Taxation 37620 36732
Tax expense:
– Curr ent Tax 9400 10639
– Deferr ed Tax 3112 2764
– MA T credit entitlement - -
Profit after tax non-controlling interest and share of profit from Joint Venture 25108 23329
Other Comprehensive Income
Items that will not be reclassified to profit or loss
– Remeasurement gains/(losses) on defined benefit plans (740) 1042
– Income tax relating to above 278 (368)
Items that will be reclassified to profit or loss
– Net movement in cash flow hedges (4656) 234
– Income tax effect on net movement in cash flow hedges 1323 (380)
Total Comprehensive Income for the year 21313 23857

In the preparation of financial statements no treatment different from that prescribedin the relevant Accounting Standards have been followed.

During the year under review on standalone basis your Company recorded net revenuefrom operations of Rs. 683130 Lacs with an increase of 10% over Rs. 621300 Lacs (netof excise duty) of the last fiscal. The Company recorded a net profit of Rs. 28891 Lacswith_an increase of 4% over net profit of Rs. 27872 Lacs of the last fiscal.

On consolidated basis your Company recorded net revenue from operations of Rs. 698451Lacs with a growth of 8% over Rs. 645233 Lacs for the last fiscal. The Company recordeda net profit of Rs. 25108 Lacs a growth of 8% over net profit of Rs. 23329 Lacs of thelast fiscal.

State of Company's Affairs

The Company continued its focus on expansion both in terms of capacities and marketsduring the year. There was emphasis on technology upgradation and R&D for the existingas well as new products which besides other measures helped in growing the productionlevels by 12.7% over the previous year.

During the year the Company also expanded its horizons by reaching out to the newexport markets and in India sustained its pace of growth in key segments by serving itskey consumers with product offerings that catered to market preferences.

During the year under review the Company introduced 49 new products. With innovationat the core of product launches the last few years have seen a healthy roll-out of newinnovative products across categories.

The Company's network extends to more than 4000 dealers and over 30000 sub-dealers.The Company currently has 4 (four) manufacturing facilities at Bhandup Nashik Nagpur andHalol and is setting up a new facility near Chennai. It has representative offices inIndonesia Germany and the United Arab Emirates.

While continuing the journey towards the Company's mission of ‘Making MobilitySafer & Smarter. Every Day.' the Company seeks to provide safety a priority in itsproduct design and technology platforms.

With the growing importance of lower emission and noise levels and enhanced fuelefficiency in vehicles besides reducing weight the Indian tyre industry is embracing newtrends in manufacturing processes to meet the changing market dynamics and cater to thelatest demands of Original Equipment Manufacturers (OEM).

More details on the Company's business vis--vis the overall industry economymarkets and future outlook etc. are given in the Management Discussion and Analysissection which forms part of this Annual Report.

Dividend

Considering the profits for the year under review and keeping in view capitalexpenditure requirements of the Company your Directors are pleased to recommend adividend of Rs. 12 (120%) per equity share of face value Rs. 10 each for the FinancialYear ended March 31 2019.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘the Listing Regulations') the Company has adopteda Dividend Distribution Policy which is annexed to this Report and also disclosed on theCompany's website at https://www.ceat.com/corporate/ investor#corporate-governance.

Transfer to Reserve

As permitted under the Companies Act 2013 (‘the Act') your Directors propose notto transfer any sum to the General Reserve pertaining to FY 2018-19.

Declaration of Independence

The Independent Directors have given the declaration of independence as requiredpursuant to Section 149(7) of the Act and Regulation 25(8) of the Listing Regulationsstating that they meet the criteria of independence as laid down under Section 149(6) ofthe Act and Regulation 16 of the Listing Regulations.

Material Changes and Commitments if any affecting the Financial Position of theCompany

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the close of financial year on March 31 2019 to whichthe financial statements relate and the date of this Report.

Subsidiary Companies

At the end of the year under review the Company had the following 4 (four)subsidiaries namely CEAT Specialty Tyres Limited Mumbai (CSTL) Rado Tyres Limited Kochi(RTL) Associated CEAT Holdings Company (Private) Limited Colombo Sri Lanka (ACHL)CEAT AKKhan Limited Dhaka Bangladesh (CAL).

CEAT Specialty Tyres Limited

CEAT Specialty Tyres Limited (CSTL) a wholly owned subsidiary of the Company isengaged in manufacturing and sale of tyres for off-the-road vehicles and equipment havingapplication across industries including ports construction mining and agriculture. CSTLhas set up two overseas subsidiaries viz. CEAT Specialty Tires Inc. in USA and CEATSpecialty Tyres BV in Netherlands.

During the year under review CSTL registered a revenue of Rs. 36792 Lacs (Previousyear Rs. 26664 Lacs) and a net loss of Rs. 4570 Lacs in FY 2018-19 (Previous year Rs.3716 Lacs). The loss was largely due slower ramp up of radial capacity resulting in lowersales.

During the year under review the Board of Directors approved a Scheme of Amalgamationwith the wholly owned subsidiary of the Company CSTL with a view to integrate businesscarried on by both the companies economies of scale due to synergies of operationseffective coordination and better control over the activities rationalization andstandardization of business processes etc. Since the entire issued subscribed and paid-upshare capital of CSTL is directly or indirectly held by the Company no shares arerequired to be issued by the Company to the shareholders of CSTL pursuant to the Schemebecoming effective.

Rado Tyres Limited

The Company's subsidiary_ Rado Tyres Limited (RTL) has discontinued_ its operation_after exploring all opportunities to revive /lease out the factory. The Government ofKerala_has given their consent to close the factory permanently vide their letter datedOctober 6 2018. In order to reduce the losses RTL had offered Voluntary RetirementScheme (VRS) to all its employees and was successfully implemented in the previous year.This has helped RTL to contain the loss at Rs. 147 Lacs (Previous year Rs. 870 Lacs). Dueto cessation of_ operations the revenue of RTL for the year under review dropped to Rs.14 Lacs_(Previous year Rs. 31 Lacs).

Since the Company has no other activity the accounts of RTL for the financial yearunder review have not been prepared on a going concern basis.

Overseas Subsidiaries

Details of ACHL and CAL are given below under the heads ‘Joint Venture in SriLanka' and ‘Joint Venture in Bangladesh'.

Joint Venture in Sri Lanka

Associated CEAT Holding Company (Private) Limited (ACHL) the Company's investment armin Sri Lanka has a 50:50 joint venture company viz. CEAT-Kelani Holdings Private Limitedwhich operates four manufacturing plants through its wholly owned subsidiaries in SriLanka.

During the year under review ACHL registered a revenue of LKR 56 Lacs (Rs. 23 Lacs)lower as compared to LKR 152 Lacs (Rs. 64 Lacs) in FY 2017-18. The profit after tax for FY2018-19 has reduced by 10% to LKR 5098 Lacs (Rs. 2120 Lacs) as compared to LKR 5664Lacs (Rs. 2380 Lacs) in FY 2017-18. ACHL's joint venture continues to enjoy the overallmarket leadership in all categories of tyres in Sri Lanka.

ACHL has been consistently paying dividends and it has during the year under reviewpaid a dividend of Rs. 732 Lacs to the Company.

Joint Venture in Bangladesh

CEAT AKKhan Limited (CAL) is a 70:30 joint venture of the Company in Bangladesh. CALis setting up a green field facility for manufacture of automotive bias tyres inBangladesh. CAL is locally selling CEAT branded automotive tyres. For the year underreview the revenue of CAL was BDT 10118 Lacs (Rs. 8447 Lacs) as compared to BDT 7630Lacs (Rs. 6017 Lacs) in FY 2017-18. The net loss for the year under review was BDT 281Lacs (Rs. 176 Lacs) as compared to the net loss of previous year BDT 422 Lacs (Rs. 363Lacs).

Associate Company

The Committee of the Board of Directors (formed for the limited purpose) at its meetingheld on June 23 2017 had approved a total investment of Rs. 700 Lacs in TNM in one ormore tranches. Accordingly the Company on June 23 2017 had acquired approx. 31.93% ofthe total share capital of Tyresnmore Online Private Limited (TNM) by investing Rs. 400Lacs through subscription of 50855 Compulsorily Convertible Preference Shares(‘CCPS') of face value of Rs. 1 each and 100 Equity Shares of face value of Rs. 1each of TNM.

During the year under review the Company invested a further amount of Rs. 300 Lacsthrough subscription of 12741 CCPS of the face value of Rs. 1 each (Rupee One Only) ofTNM and thereby holding 36.96% of the total share capital of TNM.

During the year under review TNM registered a revenue of Rs. 578 Lacs (Previous yearRs. 104 Lacs) and a net loss of Rs. 254 Lacs in FY 2018-19 (Previous year Rs. 112 Lacs).

A statement containing the salient features of the subsidiaries associates and jointventures in the prescribed form AOC-1 is annexed separately.

Consolidated Financial Statements

In accordance with Section 129(3) of the Act and Regulation 34(2) of the ListingRegulations the Consolidated Financial Statements of the Company including the financialdetails of all the subsidiary companies associate companies and joint ventures of theCompany forms part of this Annual Report. The Consolidated Financial Statements have beenprepared in accordance with the applicable Indian Accounting Standards issued by theInstitute of Chartered Accountants of India.

Business Risk Management

The Company has constituted a Risk Management Committee in compliance with therequirement of Regulation 21 of the Listing Regulations. The details of this Committee andits terms of reference are set out in the Corporate Governance Report which forms part ofthis Annual Report.

The Company has in place an Enterprise Risk Management framework to identify risks andminimize their adverse impact on business and strives to create transparency which in turnenhances the Company's competitive advantage.

Pursuant to the aforesaid business risk framework the Company has identified thebusiness risks associated with its operations and an action plan for mitigation of thesame is put in place. The business risks and its mitigation have been dealt with in theManagement Discussion and Analysis Section of this Annual Report.

Corporate Social Responsibility

The Board of Directors has formed a Corporate Social Responsibility (CSR) Committee inaccordance with the provisions of the Act. During the year under review Ms. Punita Lalhas been appointed as a member of the CSR Committee w.e.f. January 28 2019 in place ofMr. Hari L. Mundra consequent to his resignation from the Board w.e.f. January 29 2019.

Detailed information on the Corporate Social Responsibility Policy developed andimplemented by the Company and on CSR initiatives taken during the year pursuant toSection 135 of the Act is given in the Annual Report on CSR activities as annexed tothis Report.

More details on CSR activities undertaken by the Company through RPG Foundation itsimplementing agency are provided in and form part of this Annual Report.

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177 of the Act and Regulation 22 of the Listing Regulations theBoard has adopted vigil mechanism in the form of Whistle Blower Policy to deal withinstances of fraud or mismanagement if any. The Policy can be accessed at https://www.ceat.com/corporate/investor#corporate-governance.

Related Party Transactions

The Company has formulated a policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions. The said policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website.

Related Party Transactions were placed before the Audit Committee as prescribed underSection 177 of the Act although no such transactions attracted the provisions of Section188 of the Act. As such there are no particulars to be disclosed in the prescribed FormAOC-2.

Share Capital

The paid-up equity capital of the Company as on March 31 2019 was Rs. 4045.01 Lacs.The said shares are listed on the BSE Limited and the National Stock Exchange of IndiaLimited. There was no change in the paid-up capital of the Company during the year underreview.

Non-Convertible Debentures

The Company had issued and allotted on July 31 2015 2000 (two thousand) SecuredRedeemable Non-Convertible Debentures (‘NCD') on private placement basis aggregatingto Rs. 20000 Lacs which were listed on BSE Limited.

During the year under review the Company redeemed the said 2000 (two thousand) NCDsof Rs. 10 Lacs each and consequently delisted from BSE.

Accordingly there are no statutory disclosures applicable pertaining to theDebentures as specifically described under Chapter V of the Listing Regulations.

Extract of Annual Return

The extract of Annual Return as prescribed under Section 92(3) in the prescribed FormMGT-9 is annexed to this Report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3)(m) of the Act read withRule 8 of The Companies (Accounts) Rules 2014 is annexed to this Report.

Particulars of Employees

The statements required pursuant to Section 197 read with Rule 5(2) & 5(3) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (‘theRules') as amended form part of this Report and will be made available to anyshareholder on request as prescribed therein.

The prescribed particulars of employees required under 5(1) of the said Rules areannexed to this Report.

Fixed Deposits

Your Company being eligible to accept deposits from the public pursuant to Section 76of the Act and Rules made thereunder approved the Fixed Deposit Scheme during the FY2014-15 for acceptance of deposits from members and persons other than members pursuantto the Special Resolution passed by the members at the Annual General Meeting of theCompany held on September 26 2014. The Company thereafter discontinued the Fixed DepositScheme and repaid all the outstanding fixed deposits along with interest accrued up toSeptember 30 2016 in FY 2016-17.

The Company has not accepted any fresh deposits during the year under review which arenot in compliance with the requirements of the Act. As on March 31 2019 the Company hasno deposits outstanding except as required statutorily and which have been unclaimed atthe end of the year underfireview.

As such there were no defaults in respect of repayment of any deposits or payment ofinterest thereon.

Particulars of LoansGuarantees or Investments

Details of particulars of Loans Guarantees and Investments under Section 186 of theAct are provided in the Financial Statements. The loans given to the employees bearinterest at applicable rates.

Directors and Key Managerial Personnel

During year under review Mr. Pierre E. Cohade who was appointed as an AdditionalDirector by the Board w.e.f. February 1 2018 was appointed as Non-Executive Director bythe Members at the Annual General Meeting (AGM) of the Company held on July 20 2018. Mr.Hari L. Mundra (DIN: 00287029) Director of the Company resigned from the Board ofDirectors of the Company w.e.f. January 29 2019 due to various personal commitments andpre-occupations. Mr. S. Doreswamy (DIN: 00042897) Director of the Company also resignedw.e.f. March 12 2019 owing to compelling personal reasons.

In accordance with the Act and Articles of Association of the Company Mr. H. V.Goenka (DIN: 00026726) retires by rotation and being eligible offers himself forre-appointment.

Mr. Atul C. Choksey (DIN: 00002102) Mr. Haigreve Khaitan (DIN:_00005290) Mr. MaheshS. Gupta (00046810) Ms. Punita Lal (DIN: 03412604) and Mr. Vinay Bansal (DIN: 00383325)were appointed as Independent Directors of the Company at the 55th AGM held on September26 2014 to hold office for a term of 5 (five) consecutive years with effect from the dateof the 55th AGM of the Company up to September 25 2019.

In terms of the provisions of Section 149(10) the aforesaid Directors are eligible forbeing appointed as Independent Directors for another term of 5 (five) years subject toapproval of shareholders by way of special resolution.

As recommended by the Nomination and Remuneration Committee as required under the Actand the Rules made thereunder the same is now submitted for approval of shareholders atthe ensuing Annual General Meeting for a further term of 5 (five) years from September26 2019 to September 25 2024. In this regard necessary details have been annexed to theNotice of the meeting in terms of Section 102(1) of the Act and Regulation 36(3) of theListing Regulations.

Mr. Anant Goenka Managing Director and Mr. Arnab Banerjee Chief Operating Officer donot receive any profit_ related commission from the Company or any of the subsidiaries ofthe Company as prescribed under Section 197(14) of the Act.

Mr. Arnab Banerjee (DIN: 06559516) who was appointed as ED-Operations in the categoryof a Whole-time Director of the Company for a period of 5 (five) years with effect fromMay 7 2018 was redesignated as Chief Operating Officer of the Company w.e.f. March 12019.

In view of the resignation of Ms. Shruti Joshi (ACS 19112) as the Company Secretary andCompliance Officer of the Company w.e.f. June 11 2018 the Board at its meeting held onOctober 25 2018 appointed Ms. Vallari Gupte (FCS 5770) as the Company Secretary andCompliance Officer of the Company upon due recommendations of the Nomination andRemuneration Committee.

Apart from the above there were no changes in the Directors and the Key ManagerialPersonnel of the Company during the year.

Nomination and Remuneration Policy

The Board has put in place a policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector as required under Section 178(3) of the Act.

The Policy inter alia is directed to work as guiding principles onqualifications positive attributes and independence for appointment of a Directorremuneration for the Directors KMP and Senior Management Personnel performanceevaluation of all Directors and achieving the benefits of having a diverse Board.

The Detailed Policy duly modified in terms of the Listing Regulations as amended in2018 is available at https://www. ceat.com/corporate/investor#corporate-governance and isalso annexed to this Report.

Evaluation of Board its Committees and Directors

As required pursuant to the provisions of the Act and the Listing Regulations theBoard has carried out an annual evaluation of its own performance and that of itsCommittees Chairperson and individual directors.

For the purpose of evaluation for FY 2018-19 the Nomination and Remuneration Committeefinalized a questionnaire based on the criteria of evaluation and engaged an externalagency to facilitate the process of online confidential survey using the saidquestionnaire. The results of the survey/feedback were then deliberated and evaluation ofthe Board its Committees and the Directors was carried out by the Nomination andRemuneration Committee and the Board at their respective meetings as prescribed under thelaw.

Meetings of the Board of Directors

During the year 5 (five) Board Meetings were convened and held on April 30 2018 July20 2018 October 25 2018 January 28 2019 and March 11 2019. The details of which aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Act and Regulation 17 of the Listing Regulations.

Secretarial Standard

The Institute of Company Secretaries of India has currently mandated compliance withthe Secretarial Standards on board meetings and general meetings as revised w.e.f.October 1 2017. During the year under review the Company has complied with theapplicable Secretarial Standards.

Board Committees

As required pursuant to the Act and the Listing Regulations the Company has formed allthe statutory committees. In addition the Company has a Finance and Banking Committee.Detailed information of these Committees and relevant information for the year underreview are set out in the Corporate Governance Report.

During the year under review the Board of Directors closed the 2 (two) non-operationalcommittees of the Company viz. Special Project/Investment Committee and Committee ofDirectors which was formed for a spec_c purpose.

There have been no instances where the Board did not accept the recommendations of theAudit Committee.

More details on these Committees including Audit Committee have been provided underthe Corporate Governance Report which forms part of this Annual Report.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act your Directors to the best of theirknowledge and belief state that:

i) The applicable Accounting Standards have been followed in the preparation of theannual accounts along with the proper explanation relating to material departure if any.

ii) Such accounting policies have been selected and applied consistently and suchjudgements 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 in the Balance Sheet as at March31 2019 and the Statement of Profit and Loss for the said financial year ended March 312019.

iii) Pr oper and sufficient care has been taken maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

v) The proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively.

vi) The systems to ensure compliance with the applicable laws were in place and thatsuch systems were adequate and are operating effectively.

Management Discussion and Analysis and Corporate Governance Report

In compliance with the Regulation 34 of the Listing Regulations separate Section onManagement Discussion and Analysis as approved by the Board which includes details onthe state of affairs of the Company forms part of this Annual Report.

Further the Corporate Governance Report including the general shareholder informationas prescribed under Schedule V to the Listing Regulations duly approved by the Board ofDirectors together with the certificate from the Statutory Auditors confirming thecompliance with the requirements of the Listing Regulations also forms part of this AnnualReport.

Business Responsibility Report

In compliance with the Regulation 34 of the Listing Regulations a separate Section onBusiness Responsibility Report as approved by the Board which includes principles toassess compliance with environmental social and governance norms for the year underreview forms part of this Annual Report.

Statutory Auditors

The Company at its AGM held on August 8 2017 appointed Messrs S R B C & CO LLP asthe Statutory Auditors for a second term of 5 (five) consecutive years from the conclusionof the 58th AGM to the conclusion of the 63rd AGM subject to rati_cation of theirappointment every year.

However in terms of the amendment to the provisions of Section 139 of the Actnotified through the Companies (Amendment) Act 2017 to come into effect from May 72018 there is no requirement for rati_cation of appointment of Auditors every year.

Accordingly no such item is being proposed in the Notice of ensuing Annual GeneralMeeting of the Company.

Internal Auditors

As prescribed under Section 138 the Board appointed Messrs KPMG for carrying outinternal audit of the Company and Messrs Moore Stephen Singh for carrying out internalaudit of locationsthe like CFA/DC/RO/Zone and outsourcing units for FY 2018-19. Theinternal audit was completed as per the scope defined by the Audit Committee.

Secretarial Auditors

The Company appointed Messrs Parikh & Associates Practising Company Secretariesto conduct the Secretarial Audit for the financial year ended March 31 2019 asprescribed under Section 204 of the Act and Rules made thereunder. The Secretarial AuditReport in the prescribed Form MR-3 for FY 2018-19 furnished by Messrs Parikh andAssociates is annexed to this Report. of all

Cost Auditors

The Board of Directors appointed Messrs D. C. Dave & Co. Cost Accountants(Membership No. M7759) as Cost Auditors of the Company for FY 2019-20 and recommendsrati_cation of their remuneration by the Members at the ensuing AGM pursuant to theprovisions of Section 148 of the Act.

Explanation and Comments on Auditors and Secretarial Audit Report

There are no qualifications disclaimers reservations or adverse remarks made eitherby the Statutory Auditors in the Auditors' Report or by the Company Secretary in practice(Secretarial Auditor) in the Secretarial Audit Report.

Details in respect of frauds reported by Auditors under Section 143(12) of the Act

During FY 2018-19 the Statutory Auditors have not reported any instances of fraud tothe Central Government and Audit Committee as per the provisions of Section 143(12) of theAct read with Rule 13 of the Companies (Audit and Auditors) Rules 2014.

Significant and Material Orders passed by the Regulator or Courts or Tribunal impactingthe Going Concern Status

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

Internal Financial Control

Details in respect of adequacy on internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis Section which formspart of this Annual Report.

Human Resources

The Company believes in providing a work environment which is conducive to wholesomedevelopment of employees to endeavor to unleash employees' potential not just asprofessionals but also as individuals that they are beyond work.

During the year under review the Company ranked amongst the ‘Top 25 India's BestWorkplaces - Manufacturing 2019' by Great Place To Work Institute for building ahigh-trust high-performance culture and was yet again certified as a Great Place To Workfor the second time in a row.

Long-Term Settlements signed during this year is the biggest testimony to thetrust-based culture of the Company. Both the settlements happened in historic periods oftime requiring minimum number of meetings and zero production loss. Various trainingprogrammes were conducted to train people to take on frontline sales role under theprogramme - Saamarthya to help build the talent pipeline. A comprehensive leadershipdevelopment programme called INSPIRE was designed in-house and launched this year coveringleadership teams of sales and manufacturing and eventually all people leaders. This yearthe Company embarked on the journey of making it a truly diverse and inclusive workplace.As a part of which sensitization sessions are being done on disability with people andnecessary infrastructure modifications are being made to suit the needs of People WithDisability (PWD) in spirit.

The Company continues its efforts on offering itself as a Great Place To Work and alignwith the Group's vision statement – Unleash Talent Touch Lives Outperform and .

Disclosure under Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has put in place a Policyon Prevention of Sexual Harassment at Workplace and 7 (seven) Internal ComplaintsCommittees (ICC) have been set up to redress complaints. During the year under review nocomplaints were received by ICC.

Acknowledgment

Your Directors place on record their appreciation for the continued support andco-operation received from its Customers Suppliers Dealers Banks FinancialInstitutions and the Members towards conducting the business of the Company.

On behalf of the Board of Directors

H. V. Goenka

Chairman

Place: Mumbai

Date: May 7 2019