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CEAT Ltd.

BSE: 500878 Sector: Auto
NSE: CEATLTD ISIN Code: INE482A01020
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VOLUME 7599
52-Week high 1763.15
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P/E 11.41
Mkt Cap.(Rs cr) 5,334
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Sell Qty 0.00
OPEN 1370.60
CLOSE 1363.60
VOLUME 7599
52-Week high 1763.15
52-Week low 878.00
P/E 11.41
Mkt Cap.(Rs cr) 5,334
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CEAT Ltd. (CEATLTD) - Director Report

Company director report

To

The Members of CEAT Limited

Directors of the Company are pleased to present their Sixty-Second report togetherwith the Standalone and Consolidated Audited Financial Statements of the Company for theyear ended March 31 2021.

FINANCIAL SUMMARY AND HIGHLIGHTS

Standalone

(Rs in Lacs)

Particulars FY 2020-21 FY 2019-20
Total Revenue 760459 677858
Total Expenses (excluding exceptional items) 711163 645637
Profit Before Taxation 45890 29237
Tax expense:
- Current Tax 3660 7401
- Deferred Tax charge / (credit) 866 (625)
Profit for the period 41364 22461
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
- Remeasurement gains / (losses) on defined benefit plans 391 (725)
- Income tax relating to the above (98) 243
Items that will be reclassified to profit or loss:
- Net movement in cash flow hedges (1759) 4214
- Income tax effect on net movement in cash flow hedges 516 (1347)
Total Comprehensive Income for the year 40414 24846
Consolidated
(Rs in Lacs)
Particulars FY 2020-21 FY 2019-20
Total Revenue 762341 679934
Total Expenses (excluding exceptional items) 714177 648243
Profit Before Taxation 48389 30429
Tax expense:
- Current Tax 4184 7932
- Deferred Tax charge / (credit) 975 (509)
- MAT credit entitlement
Profit after tax non-controlling interest and share of profit from Joint Venture 43230 23006
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
- Remeasurement gains / (losses) on defined benefit plans 381 (734)
- Income tax relating to the above (97) 245
Items that will be reclassified to profit or loss:
- Net movement in cash flow hedges (1792) 4247
- Income tax effect on net movement in cash flow hedges 516 (1347)
- Net movement in foreign exchange fluctuation reserve (1365) 122
Total Comprehensive Income for the year 40873 25539

In the preparation of Financial Statements no treatment different from that prescribedin the relevant Accounting Standards has been followed.

During the year under review on a standalone basis the Company recorded net revenuefrom operations of RS 757279 Lacs higher by 12% compared to RS 674786 Lacs of thelast financial year. The Company recorded a net profit ofRS 41364 Lacs against a netprofit of RS 22461 Lacs of the last financial year. The Company's EBITDA stood at RS97379 Lacs an increase of 36% over EBITDA of RS 71765 Lacs of the last financial year.

On a consolidated basis the Company recorded net revenue from operations of RS760960 Lacs higher by 12% compared to RS 677883 Lacs for the last financial year.The Company recorded a net profit ofRS 43230 Lacs against a net profit of RS 23006 Lacsof the last financial year. The Company's EBITDA stood at RS 101928 Lacs an increase of38% over EBITDA of RS 74106 Lacs of the last financial year.

STATE OF COMPANY'S AFFAIRS

The year under review was challenging in terms of revenue growth owing to the impact offall in demand from automobile manufacturers dip in consumer sentiment and a drop in therevenue in the first quarter due to nationwide lockdown announced in the wake of theCOVID-19 pandemic. Despite the challenging business environment the focus on the rightproduct mix lower raw material cost and cost management helped the Company deliverimprovement in EBITDA margins. The Company achieved a reduction in working capital thathelped manage the borrowings better. Further continued focus on controlling the ongoingcapital expenditure and operating cashflow led to healthy debt level and financialleverage ratios.

The Company continued to focus on growing its reach in local as well as global markets.The Company operates 6 (six) manufacturing facilities at Mumbai Ambernath NashikNagpur Halol and Chennai and has a network of more than 4100+ dealers 450+ distributorsand over 40000+ sub-dealers. During the year under review the Company enhanced itsproduction at the newly inaugurated greenfield manufacturing facility near Chennai forPassenger

Vehicle tyres and commissioned phase II of the Nagpur Plant to produce 2-Wheeler tyresfor commercial purpose. Further during the year the Company got license to set up arepresentative office at Philippines. The Company currently has representative offices inIndonesia United Arab Emirates and in Germany.

There was emphasis on technology upgradation and R&D for the existing as well asnew products which helped in developing about 175 new products during the year continuingthe focus on new and innovative materials processing and breakthrough product developmentfrom the R&D centres at Halol Gujarat and Frankfurt Germany. The Company alsorecently achieved the milestone of 100 patents applications filed.

While continuing the journey towards sustainability in line with the Company's missionof ‘Making Mobility Safer & Smarter. Every Day.' the Company is working towardsvarious such initiatives which are more particularly described under the six capitals asreported in this Annual Report. The Company embarked on Integrated Reporting since theyear 2019-20.

AsreportedpreviouslytheBoardofDirectorsoftheCompany had approved the Scheme ofAmalgamation of its wholly owned subsidiary namely CEAT Specialty Tyres Limited ('CSTL')with the Company (‘Scheme') to integrate business carried on by both the companiesachieve economies of scale due to synergies in operations and rationalisation of businessprocesses etc. The said Scheme was approved by the NCLT on March 13 2020 and thecertified copy of the

Order was received by the Company in August 2020 which consequently was filed with theRegistrar of Companies Mumbai in e-Form INC- 28 on September 1 2020 along with theScheme. Accordingly the Scheme became operative from September 1 2020 being theEffective Date i.e. the date offilingof Certified copy of the Order with the Registrar ofCompanies Mumbai with Appointed Date as April 1 2019 as prescribed in the Scheme for thepurpose of necessary accounting and other retrospective effect. On the scheme becomingeffective the entire business and whole of the undertaking of CSTL stands transferred toand be vested and / or deemed to have been vested in and amalgamated with the Company asa going concern without any further deed or act. Since the entire issued subscribed andpaid-up share capital of CSTL is directly or indirectly held by the Company no shares arerequired to be issued by the Company to the members of CSTL pursuant to the Schemebecoming effective. More details on the Company's business vis--vis the overallindustry economy markets and future outlook etc. are given in the Management Discussionand Analysis section which forms part of this Integrated Annual Report.

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 has occurred between the close of the Financial Year as on March 312021 to which the Financial Statement relate and the date of this 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 thedividend of RS 18 (i.e. 180%) per equity share of face value RS 10 each for theFinancial Year ended March 31 2021.

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 available athttps://www.ceat.com/investors/corporate-governance.html

TRANSFER TO RESERVE

As permitted under the Companies Act 2013 the Directors do not propose to transferany sum to the General Reserve pertaining to FY 2020-21.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

At the end of the year under review the Company had the following 5 (five)subsidiaries namely Rado Tyres Limited Kochi India Associated CEAT Holdings Company(Private) Limited Colombo Sri Lanka CEAT AKKHAN LTD Dhaka Bangladesh CEAT SpecialityTyres B.V Netherlands CEAT Specialty Tires Inc. USA and 2 (two) associate companiesnamely Tyresnmore Online Private Limited Delhi India and Greenzest Solar PrivateLimited Mumbai India.

Rado Tyres Limited

Rado Tyres Limited (‘RTL') has discontinued its operation after exploring allopportunities to lease out / sell its assets. The shareholders of the Company at theAnnual General Meeting held on August 12 2020 approved the sell of non-current assets ofRTL. During the year under review RTL reported an income of RS 200 Lacs mainly from thesale of its non-current assets (previous year RS 3 Lacs) and a net profit at RS 65 Lacs(previous year loss RS 29 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 Associated CEAT Holding Company (Private) Limited Sri Lanka and CEAT AKKHANLTD Dhaka Bangladesh are given below under the heads ‘Joint Venture in Sri Lanka'and ‘Joint Venture in Bangladesh'.

Joint Venture in Sri Lanka

Associated CEAT Holding Company (Private) Limited (‘ACHL') the Company'sinvestment arm in Sri Lanka has a 50:50 joint venture company viz. CEAT-Kelani HoldingsPrivate Limited which operates 4 (four) manufacturing plants through its wholly ownedsubsidiaries in Sri Lanka. During the year under review ACHL registered a revenue of LKR7 Lacs (RS 3 Lacs) lower as compared to LKR 18 Lacs (RS 7 Lacs) in FY 2019-20. The profithas increased by 107% to LKR 9750 Lacs (RS 3786 Lacs) as compared to LKR 4714 Lacs (RS1847 Lacs) in FY 2019-20. ACHL's joint venture continues to enjoy the overall marketleadership 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 1826 Lacs to the Company.

Joint Venture in Bangladesh

CEAT AKKHAN LTD (‘CAL') is a 70:30 joint venture of the

Company in Bangladesh. CAL is setting up a greenfield of facility for the manufactureof automotive bias tyres in Bangladesh. CAL is locally selling CEAT branded automotivetyres. For the year under review the revenue of CAL was BDT 14396 Lacs (RS 12375 Lacs)as compared to BDT 12254 Lacs (RS 10073 Lacs) in FY 2019-20. The net profit for the yearunder review was BDT 50 Lacs ( RS 4 Lacs) as compared to the net loss of previous year BDT528 Lacs (RS 359 Lacs).

CEAT Speciality Tyres B.V. Netherlands and CEAT Specialty Tires Inc. USA

During the year under review consequent to the amalgamation of CEAT Specialty TyresLimited with the Company its wholly owned subsidiaries viz. CEAT Specialty Tyres B. V.Netherlands and CEAT Specialty Tires Inc. USA became wholly owned subsidiaries of theCompany.

CEAT Speciality Tyres B.V. Netherlands

During the year under review CEAT Speciality Tyres B.V. Netherlands (‘CSTBV')registered a revenue of Euro 3.32 Lacs (RS 287.56 Lacs) higher as compared to Euro 3.12Lacs (RS 246.63 Lacs) in FY 2019-20. The profit after tax for FY 2020-21 has reduced by12.27% to Euro 0.24 Lacs (RS 22.54 Lacs) as compared to Euro 0.28 Lacs (RS 22.38Lacs) in FY 2019-20.

CEAT Specialty Tires Inc. USA

During the year under review CEAT Specialty Tires Inc. USA (‘CSTI') registered arevenue of USD 6.98 Lacs (RS 518.12 Lacs) lower as compared to USD 10.31 Lacs (RS 733.19Lacs) in FY 2019-20. The profit after tax for FY 2020-21 has reduced by 86.46% to USD 0.07Lacs (RS 5.83 Lacs) as compared to USD 0.58 Lacs (RS 41.24 Lacs) in FY 2019-20.

ASSOCIATE COMPANIES

Tyresnmore Online Private Limited

During the year under review the Company invested a further amount of RS 260 Lacsthrough the subscription of 11043 Compulsorily Convertible Preference Shares of the facevalue of RS 1 each (Rupee One Only) of Tyresnmore Online Private Limited (‘TNM')thereby holding 44.61% of the total share capital of TNM.

During the year under review TNM registered a revenue of RS 665 Lacs a degrowth of 43%over previous year revenue of RS 1160 Lacs and a net loss of RS 405 Lacs in FY 2020-21(previous year RS 355 Lacs).

Greenzest Solar Private Limited

The Company in the Financial Year 2019-20 signed the Power Purchase Agreementwith Greenzest Solar Private Limited (‘Greenzest') Limited and subsequently the ShareSubscription and Shareholders' Agreement was signed. During the year under review theCompany invested the agreed sum of RS 468 Lacs to acquire 28% shareholding in Greenzest.During the year under review Greenzest registered a revenue of RS 564 Lacs as compared toprevious year NIL revenue and a net profit RS 80 Lacs in FY 2020-21 (previous year loss ofRS 14 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 Companies Act 2013 (‘the Act') andRegulation 34(2) of the Listing Regulations the Consolidated Financial Statements of theCompany including the financialdetails of all the subsidiary companies associatecompanies and joint ventures of the Company forms part of this Integrated Annual Report.The Consolidated Financial Statements have been prepared as per the applicable IndianAccounting Standards issued by the Institute of Chartered Accountants of India.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Ranjit V. Pandit (DIN: 00782296) was re-appointed asan Independent Director of years with theCompany for a further term of 5 (five) effectfrom August 12 2020 to August 11 2025. With due recommendation of the Nomination andRemuneration Committee and pursuant to the Nomination and Remuneration Policy of theCompany and subject to approval of the Members Ms. Priya Nair (DIN: 07119070) wasappointed as an Additional Director in the category of Woman Independent Director w.e.f.October 27 2020. Proposal for appointment of Ms. Nair as an Independent

Director for a term of 5 (five) years from October 27 2020 to October 26 2025 isbeing submitted for approval of Members at the ensuing Annual General Meeting(‘AGM'). In this regard necessary details have been annexed to the Notice of the AGMin terms of Section 102(1) of the the Act and Regulation 36(3) of the Listing Regulations.

Mr. Paras K. Chowdhary (DIN: 00076807) was appointed as an Independent Director of theCompany at the 57th AGM of the Company held on August 9 2016 to hold officefor a term of 5 (five)

9 2016 up to August 8 2021. In terms of the provisions of Section 149 (10) of theAct Mr. Paras K. Chowdhary is eligible for being re-appointed as an Independent Directorfor another term of 5 (five) years subject to the approval of Members by way of a specialresolution.

Based on the performance evaluation of Mr. Chowdhary and considering his professionalexpertise and core skills the Nomination and Remuneration Committee and the

Board find it appropriate to continue him on the Board as years from IndependentDirector for a further term of 5 (five)

August 9 2021 to August 8 2026 which is being submitted for approval of Members atthe ensuing AGM. In this regard necessary details have been annexed to the Notice of theAGM in terms of Section 102(1) of the Act and Regulation 36(3) of the Listing Regulations.

Ms. Punita Lal (DIN: 03412604) Non-executive Independent

Director of the Company appointed for a term of 5 (five) years effective fromSeptember 26 2019 resigned w.e.f. January 20 2021 owing to compelling personal reasons.

Apart from the above there were no changes in the Directors and the Key ManagerialPersonnel (‘KMP') of the Company during the year.

Remuneration received by Managing / Whole-time Director from holding or subsidiarycompany

Mr. Anant Goenka Managing Director and Mr. Arnab

Banerjee Chief Operating Officer do not receive any profit related commission from theCompany or any of the subsidiaries of the Company as prescribed under Section 197(14) ofthe Act.

Company's Policy on Directors' appointment and remuneration

The Board has put in place a policy on Director appointment and remuneration includingcriteria for determining qualifications positive attributes

Director as required under Section 178(3) of the Act. The Policy inter alia isdirected to work as guiding principles on qualifications positive attributes and theappointment of a Director remuneration for the Directors Key Managerial Personnel andSenior Management Personnel performance evaluation of all Directors and achieving thebenefits of having a diverse Board.

The detailed policy is available at https://www.ceat.com/investors/corporate-governance.html and is also annexed to this Report.

Declaration of independence and statement on compliance of Code of Conduct

All Independent Directors of the Company have given the declaration of independence asrequired under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulationsstating that they continue to meet the criteria of independence as laid down under Section149(6) of the Act and Regulation 16 of the Listing Regulations. Further

Independent Directors of the Company have also confirmed that they have complied withtheas such Code for Independent Directors prescribed in Schedule IV to the Act.consecutiveyearswith effectfrom August The Independent Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any incurred by them for the purpose ofattending meetings of the Company. The Board is of the opinion that the IndependentDirectors of the Company possess requisite qualificationsexperience and expertise andthey hold highest standards of integrity. The Directors are compliant with the provisionsof Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules 2014 as applicable.

Statement regarding the opinion of the Board concerning integrity expertise andexperience (including the proficiency) of the Independent

Directors appointed during the year

In the opinion of the Board Mr. Ranjit V. Pandit (DIN: 00782296) who was re-appointedduring the year and Ms. Priya Nair (DIN: 07119070) who was appointed during the year arepersons of integrity and have the relevant expertise and experience as required under theNomination and Remuneration Policy of the Company. Such expertise and experience help inmaking informed decisions and guide the Board for the effective functioning of theCompany.

Evaluation of Board its Committees and Directors

As required under the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance and that of its CommitteesChairperson and individual Directors.

For the purpose of evaluation for FY 2020-21 the Company engaged an external agency tofacilitate the process of an online confidential survey using the questionnaire finalisedby the Nomination and Remuneration Committee based on the criteria of evaluation. Theresults of the survey / feedback were then deliberated and evaluation of the Board itsCommittees and the Directors was carried out by the Nomination and Remuneration Committeeand the Board at their respective meetings as prescribed under the law.

Meetings of the Board of Directors

During the year 6 (six) Board Meetings were convened and held on May 28 2020 July29 2020 September 25 2020 October 27 2020 January 19 2021 and March 10 2021. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe meetings was within the period prescribed under the Act and Regulation 17 of theListing Regulations.

Board Committees

As required under the Act and the Listing Regulations the Company has formed all thestatutory committees namely the Audit Committee the Nomination and RemunerationCommittee the Corporate Social Responsibility Committee the Stakeholders' RelationshipCommittee and the Risk Management Committee. Besides the Company also has a Finance andBanking Committee. Detailed information about these Committees and relevant informationfor the year under review are given in the Corporate Governance Report.

There have been no instances where the Board did not accept the recommendations of itsCommittees including the Audit Committee.

BUSINESS RISK MANAGEMENT

The Company has constituted a Risk Management Committee in compliance with therequirements of Regulation 21 of the Listing Regulations. The details of this Committeeand its terms of reference are set out in the Corporate Governance Report which formspart of this Integrated Annual Report.

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

According to the aforesaid business risk framework the

Company has identified the business risks associated with its operations and an actionplan for mitigation of the same is put in place. The business risks and its mitigationhave been dealt with in the Management Discussion and Analysis Section of this IntegratedAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has formed a Corporate Social Responsibility (‘CSR')Committee under the provisions of the Act. Detailed information on the Corporate SocialResponsibility Policy developed and implemented by the Company and on CSR initiativestaken during the year pursuant to Section 135 of the Act is given in the IntegratedAnnual Report on CSR activities as annexed to this Report.

During the year under review Ms. Punita Lal Member of the Committee stepped down fromthe Committee pursuant to her resignation from the Board of the Company. Mr. Paras K.Chowdhary was appointed in place of Ms. Lal w.e.f. January 20 2021. Detailed informationabout composition of the Committee details of meetings held attendance etc. are givenunder the Corporate Governance Report which forms part of this Integrated Annual Report.

More details on CSR activities undertaken by the Company through RPG Foundation itsimplementing agency are provided under the Social and Relationship Capital and forms partof this Integrated Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

According 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 athttps://www.ceat.com/ investors/corporate-governance.html

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details as applicable concerning particulars of Loans Guarantees and Investments underSection 186 of the Act are provided in the Financial Statements.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party

Transactions for the identification and monitoring of such transactions. The saidPolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite.

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

During the year under review consequent to the amalgamation of CSTL by way ofoperation of the Scheme of Amalgamation the authorised capital of CSTL was consolidatedwith the authorised capital of the Company. Accordingly the authorised capital of theCompany has become RS 8905 Lacs by addition of RS 2905 Lacs being authorisedcapital of CSTL.

The paid-up equity capital of the Company as on March 31 2021 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

During the year under review the Company issued and allotted 2500 Secured ListedRated Taxable and Redeemable Non-Convertible Debentures (‘NCD') of RS 10 Lacs eachin 2 tranches of RS 1500 Lacs and RS 1000 Lacs each on private placement basisaggregating to RS 25000 Lacs. The said NCDs are listed on the Debt segment of theNational Stock Exchange of India Limited.

EXTRACT OF ANNUAL RETURN

In view of the amendments to Section 92 and Section 134 of the Act an exract of AnnualReturn in the prescribed Form MGT-9 is not required to be published if the Annual Returnof the Company is placed on its website. The Company has placed the Annual Return of theCompany on its website at https://www.ceat.com/investors/shareholder-information.html andaccordingly the extract is not being published in the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

During the year under review the Company invested in and implemented a range of energyconservation initiatives.

These comprised of retrofitting of old equipment utilisation of energy efficientequipment and lighting and alternate fuels such as piped natural gas. Through suchstewardship the Company has nearly doubled its energy savings over the last few years.Additionally the Company also made use of energy from biomass and solar energy toincrease share of renewable energy mix in the overall energy consumption. During the yearunder review the Company has made capital investment of RS 5660 Lacs on energyconservation equipment. More information on conservation of energy is provided under‘Natural Capital' section which forms part of this Integrated Annual Report.

Research and Development (R&D) and Technology Absorption

The Company has dedicated state-of-the-art R&D centres at Halol Gujarat andFrankfurt Germany. The Company has always been focusing on innovation product diversityand technology to create sustainable and future ready products and solutions that aresafer smarter and better in every respect. New technologies have been developed in thespheres of green technology nano technology advanced material and novel processing.Several new initiatives were taken up such as developing new epoxy resin biomaterialsnew accelerator alternative source of natural rubber and nano materials for tyrecompounds which are meeting requirements related to grip rolling resistance and noise.The Company also developed processing techniques like single step mixing continuousmixing latex stage mixing are few processing technologies. The Company's raw materialdevelopment focus resulted in substitution of many of the imported raw materials withindigenous ones. Developments have also been made in biomaterials and biodegradable wrapfor packaging instead of plastic packaging which will contribute to environmentalsustainability. Total of 25 patent applications for the FY 2020-21 which is the highestever number of filings per year in the history of the organisation.

With help of various initiatives in R&D and Technology the Company has proved itsTechnological prowess and developed 175 new products across various categories andgeographies globally in FY 2020-21 which has contributed well to the Company'sprofitability and growth resulting into

19.3% of revenue from new products. Through continuous thrust on innovation andtechnology the Company has also reaped various benefits such as faster productdevelopments and improvements process efficiency reduction import substitution andgeneration of intellectual property. The Company also recently achieved the milestone of100 patents applications filed. Details of expenditure on

Research and Development are as under:

(Rs in Lacs)

FY 2020-21 FY 2019-20
Capital expenditure 2072 5186
Revenue expenditure 8418 7121
Total 10490 12307

More information on R&D and technology absorption are provided under‘Intellectual Capital' section which forms part of the Integrated Annual Report.

Foreign Exchange Earnings and Outgo

(Rs in Lacs)

FY 2020-21 FY 2019-20
Foreign exchange earned 107241 87240
Foreign exchange used 136519 179745

PARTICULARS OF EMPLOYEES

The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (‘the Rules') asamended form part of this Report and will be made available to any Member on request asprescribed therein.

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

FIXED DEPOSITS

Your Company being eligible to accept deposits from the public under Section 76 of theAct and Rules made thereunder approved the Fixed Deposit Scheme during the FY 2014-15for acceptance of deposits from Members and persons other than Members under the SpecialResolution passed by the Members at the AGM of the Company held on September 26 2014. TheCompany thereafter discontinued its

Fixed Deposit Schemes and repaid all the outstanding fixed deposits along with interestaccrued up to September 30 2016 in FY 2016-17.

The Company has not accepted any fresh deposits during the year under review. As onMarch 31 2021 the Company has no deposits outstanding except as required statutorilyand which have been unclaimed at the end of the year under review.

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

DIRECTORS' RESPONSIBILITY STATEMENT

According to Section 134(3)(c) of the Act your Directors to the best of theirknowledge and belief states 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 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 in the Balance Sheet as at March31 2021 and the Statement of Profit and Loss for the said Financial Year ended March 312021. iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities. iv.The annual accounts have been prepared on a going concern basis. v. The proper internalfinancial controls were in place and that such internal financial controls are adequateand were operating effectively. vi. The system to ensure compliance with the provisions ofall applicable laws were in place and that such systems were adequate and are operatingeffectively.

INTEGRATED ANNUAL REPORT

For the financial year 2019-20 the Company developed its International firstIntegrated Reporting Council's (‘IIRC') Framework which encourages organisations tocommunicate their value creation over time. The Company is attempting on this journey tocommunicate its integrated thinking and how its business creates sustained value forstakeholders and presenting its Integrated Annual Report for FY 2020-21.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

In compliance with 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 Integrated 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 the Secretarial Auditor (Practising CompanySecretaries) confirmingthe compliance with the requirements of the Listing

Regulations also forms part of this Integrated Annual Report.

BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34 of the Listing Regulations a separate section on theBusiness 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 Integrated Annual Report.

AUDITORS Statutory Auditors

The Company at its AGM held on August 8 2017 appointed M/s S R B C & CO LLP asthe Statutory Auditors for the second term of 5 (five) consecutive years from theconclusion of the 58th AGM to the conclusion of the 63rd AGM subjectto ratification of their appointment every year.

However in terms of the amendment to the provisions of Section 139 of the AGMnotified through the Companies (Amendment) Act 2017 to come into effect from May 72018 there is no requirement for ratification of the appointment of Auditors every year.Accordingly M/s S R B C & CO LLP continue to hold office as Auditors of the Company.

Internal Auditors

As prescribed under Setion 138 of the Act the Board appointed M/s KPMG for carryingout internal audit of the Company and M/s Moore Stephen Singhi for carrying out internalaudit of locations like Regional Office Zone and outsourcing units for FY 2020-21. Theinternal audit was completed as per the scope defined by the Audit Committee from time totime.

Secretarial Auditors

The Company appointed M/s Parikh & Associates Practising Company Secretaries toconduct the Secretarial Audit for the Financial Year ended March 31 2021 as prescribedunder Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report inthe prescribed Form MR-3 for FY 2020-21 furnished by M/s Parikh & Associates isannexed to this Report. and material orders passed There are no qualificationsdisclaimers reservations or adverse remarks made either by the Statutory Auditors in theAuditor's Report or by the Company Secretary in practice (Secretarial Auditor) in theSecretarial Audit Report.

Cost Record and Cost Auditors

During the year under review in accordance with Section 148(1) of the Act the Companyhas maintained the accounts and cost records as specified by the Central Government.

Such cost accounts and records are subject to audit by M/s D. C. Dave & Co. CostAuditors of the Company for FY 2020-21. from The Board of Directors re-appointed M/s D. C.Dave & Co. Cost Accountants (Firm Registration No. 000611) as Cost Auditors of theCompany for FY 2021-22 and recommends ratification of their remuneration by the Members atthe ensuing AGM according to the provisions of Section 148 of the Act.

SECRETARIAL STANDARD

The Institute of Company Secretaries of India (‘ICSI') has currently mandatedcompliance with the Secretarial Standards on board meetings and general meetings asrevised w.e.f. October 1 2017. During the year under review the Ministry of CorporateAffairs issued certain relaxations in view of the global pandemic and nation-wide lockdownand restrictions on movement thereon. ICSI in line with the same also provided forrelaxations w.r.t. compliance with the Secretarial Standards. The Company has compliedwith the Secretarial Standards accordingly as applicable.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

During the year under review no frauds were reported by the auditors to the AuditCommittee or the Board under Section 143(12) of the Act read with Rule 13 of theCompanies (Audit and Auditors) Rules 2014.

On behalf of the Board of Directors
Place: Mumbai H. V. Goenka
Date: May 5 2021 Chairman

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