To,
The Members of CEAT Limited,
The Directors of the Company are pleased to present their Sixty-Fifth
Annual report together with the Standalone and Consolidated Audited Financial Statements
of the Company for the year ended March 31, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
Standalone
(H in Lakhs)
Particulars |
FY 2023-24 |
FY 2022-23 |
| Total Revenue |
11,91,887 |
11,30,192 |
| Total Expenses (excluding exceptional items) |
11,01,114 |
10,99,429 |
| Exceptional item |
4,251 |
3,342 |
| Profit Before Taxation |
86,522 |
27,421 |
Tax expense: |
|
|
| - Current Tax |
15,188 |
(368) |
| - Deferred Tax charge / (credit) |
5,904 |
7,162 |
| Profit for the period |
65,430 |
20,627 |
| Other Comprehensive Income |
|
|
| Items that will not be reclassified to profit
or loss: |
|
|
| - Remeasurement gains / (losses) on defined
benefit plans |
237 |
(990) |
| - Income tax relating to the above |
(60) |
249 |
| Items that will be reclassified to profit or
loss: |
|
|
| - Effective portion of gains (losses) on
hedging instruments in cash flow hedges |
(268) |
1,150 |
| - Income tax relating to the above |
67 |
(289) |
Total Comprehensive Income for the year |
65,406 |
20,747 |
Consolidated
Particulars |
FY 2023-24 |
FY 2022-23 |
| Total Revenue |
11,96,321 |
11,33,182 |
| Total Expenses (excluding exceptional items) |
11,06,914 |
11,05,248 |
| Exceptional item |
5,817 |
3,342 |
| Profit Before Taxation |
85,670 |
25,414 |
Tax expense: |
|
|
| - Current Tax |
15,777 |
186 |
| - Deferred Tax charge / (credit) |
6,365 |
6,989 |
| Profit after tax, non-controlling interest
and share of profit from Joint Venture |
63,528 |
18,239 |
| Other Comprehensive Income |
|
|
| Items that will not be reclassified to profit
or loss: |
|
|
| - Remeasurement gains / (losses) on defined
benefit plans |
39 |
(817) |
| - Income tax relating to the above |
(2) |
197 |
| Items that will be reclassified to profit or
loss: |
|
|
| - Effective portion of gains (losses) on
hedging instruments in cash flow hedges |
(268) |
1,150 |
| - Exchange differences on translating the
financial statements of a foreign operation |
1,055 |
(918) |
| - Income tax relating to movement in cash
flow hedges |
67 |
(289) |
Total Comprehensive Income for the year |
64,419 |
17,562 |
In the preparation of Financial Statements, no treatment different from
that prescribed in the relevant Accounting Standards has been followed.
During the year under review, on a standalone basis, the Company
recorded revenue from operations of H 11,89,260 lakhs, higher by 5.59%, compared to H
11,26,326 lakhs of the last financial year. The Company recorded a net profit of H 65,430
lakhs against a net profit of H 20,627 lakhs of the last financial year. The
Company's EBITDA stood at H 1,65,568 lakhs, an increase of 69.42% over EBITDA of H
97,726 lakhs of the last financial year.
On a consolidated basis, the Company recorded revenue from operations
of H 11,94,348 lakhs, higher by 5.56%, compared to H 11,31,488 lakhs for the last
financial year. The Company recorded a net profit of H 63,528 lakhs, against a net profit
of H 18,239 lakhs of the last financial year. The Company's EBITDA stood at H
1,67,303 lakhs, an increase of 70.36% over EBITDA of H 98,203 lakhs of the last financial
year.
STATE OF COMPANY'S AFFAIRS
The demand continued to be healthy, and the Company witnessed
mid-single-digit growth in the topline across all three segments – replacement, OEMs,
and international business. Key focus has been on improving the product mix and judicious
pricing which has helped improve margins during the year. Growth during the year has been
largely driven by OEMs and specialty & passenger category tyres. The Company has begun
to see some recovery in exports and the replacement market, especially in the commercial
category. The Company has managed to bring down the debt sharply throughout the financial
year. Better sweating of assets, improved efficiencies through digital interventions and
other measures, have improved margins during the year. The Company's favourable raw
material prices, improved product mix and procurement efficiencies has helped improve its
gross margins. The Company continued to grow its reach in India as well as global markets.
The Company operates 6 (six) manufacturing facilities at Mumbai, Ambernath, Nashik,
Nagpur, Halol and Chennai and has a network of more than 5,500+ dealers, 600+ distributors
and over 59,000+ sub-dealers. The Company currently has representative offices in
Indonesia, United Arab Emirates, the Philippines and an R&D centre at Germany. The
Company is delighted to achieve an important global recognition in the form of the
prestigious Deming Grand Prize awarded by the Union of Japanese Scientists and Engineers
(JUSE) for excellence in Total Quality Management (TQM), making it the first tyre brand
and 33rd Company in the world to achieve this recognition. The Deming Grand
Prize is an illustrious honour for organisations that have achieved the Deming Prize and
have continued to sustain and elevate their Total Quality Management (TQM) practices for
more than three years. The Company has been on the TQM journey for over fifteen years and
was the first tyre company outside Japan to win the prestigious Deming Prize in 2017.
With regard to sustainability, the Company had institutionalised its
purpose through the organisation-wide adoption of its purpose statement in 2015 and has
been working consistently towards its sustainability goals. Further progress on this front
and various initiatives being taken under the ambit of Environment, Social and Governance
(‘ESG') are more particularly described under the relevant sections as reported
in this Integrated Annual Report as well as the Business Responsibility and Sustainability
Report. The Company achieved a score of 49 for FY 24, as assessed under the Corporate
Sustainability Assessment by S&P Global.
More details on the Company's business vis-?-vis the overall
Industry, economy, markets and future outlook, etc. are given in the Management Discussion
and Analysis section which forms part of this Integrated Annual Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the close of the Financial Year as on
March 31, 2024, 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
capital expenditure requirements of the Company, your Directors are pleased to recommend
the dividend of H 30 (i.e. 300 %) per equity share of face value H 10/- each for the
Financial Year ended March 31, 2024.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has
adopted the Dividend Distribution Policy which is available at
https://www.ceat.com/investors/ corporate-governance.html
TRANSFER TO RESERVE
As permitted under the Companies Act, 2013 (‘the Act'), the
Directors do not propose to transfer any sum to the General Reserve pertaining to FY
2023-24.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
At the end of the year under review, the Company had the following 9
(nine) subsidiaries namely: Rado Tyres Limited, Kochi, India, CEAT Auto Components
Limited, Mumbai, India, Taabi Mobility Limited, Mumbai, India, Tyresnmore Online Private
Limited, Delhi, India, CEAT AKKHAN LTD, Dhaka, Bangladesh, CEAT Specialty Tyres B.V,
Netherlands, CEAT Specialty Tires Inc., USA, Associated CEAT Holdings Company (Private)
Limited, Colombo, Sri Lanka CEAT Brazil Tires Servicos Ltda., Brazil.
On August 4, 2023, Tyresnmore Online Private Limited became a wholly
owned subsidiary of the Company by way of purchase of balance shares from the existing
members.
On October 2, 2023, the Company incorporated a wholly owned subsidiary,
‘CEAT Brazil Tires Servicos Ltda', in the Federative Republic of Brazil to
provide business support to the Company in the jurisdiction of Brazil.
Rado Tyres Limited
Rado Tyres Limited (‘RTL') having stopped its operations
since 2018 did not report any operating income for FY 2023-24, however, reported other
income of H 32.88 lakhs mainly from interest on Fixed Deposits (previous year H 24.75
lakhs) and a net profit of H 13.35 lakhs (previous year H 7.89 lakhs).
As RTL has no business activity, the accounts for the financial year
under review have not been prepared on a going concern basis.
CEAT Auto Components Limited
CEAT Auto Components Limited (‘CACL') did not have any
operations during the year. CACL had no income and reported net loss of H 0.24 lakhs for
FY 2023-24.
Taabi Mobility Limited
Taabi Mobility Limited (‘TBL') reported other income of H
1.66 lakhs mainly from Interest from Banks and a net profit of H 0.11 lakhs for FY
2023-24.
Tyresnmore Online Private Limited
During the year under review, Tyresnmore Online Private Limited
(‘TNM') registered a total income of H 2,563.66 lakhs, a growth of 73.09% over
the previous year revenue of H 1,481.15 lakhs and a net loss of H 1,182.24 lakhs in FY
2023-24 (previous year net loss H 655.24 lakhs).
OVERSEAS SUBSIDIARIES
CEAT Specialty Tyres B.V., Netherlands
During the year under review, CEAT Specialty Tyres B.V., Netherlands
(‘CSTBV') registered a total income of Euro 16.19 lakhs ( H 1,453.06 lakhs) as
compared to Euro 12.26 lakhs (H 1,025.67 lakhs) in FY 2022-23. The profit after tax for FY
2023- 24 has increased by 27.16 % to Euro 1.03 lakhs (H 92.36 lakhs) as compared to Euro
0.81 lakhs (H 68.14 lakhs) in FY 2022-23.
CEAT Specialty Tires Inc., USA
During the year under review, CEAT Specialty Tires Inc., USA
(‘CSTI') registered a total income of USD 26.94 lakhs (H 2,230.60 lakhs) as
compared to USD 20.27 lakhs (H 1,629.81 lakhs) in FY 2022-23. The profit after tax for FY
2023-24 has decreased by 8.05% to USD 1.37 lakhs (H 113.15 lakhs) as compared to USD 1.49
lakhs (H 119.82 lakhs) in FY 2022-23.
CEAT Brazil Tires Servicos Ltda., Brazil
CEAT Brazil Tires Servicos Ltda., Brazil (‘CBTSL') was
incorporated on October 3, 2023 and did not have any operations during the year. CBTSL had
no income reported for FY 2023-24.
"Details of Associated CEAT Holdings Company (Private) Limited,
Colombo, Sri Lanka and CEAT AKKHAN LTD, 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 Holdings Company (Private) Limited (‘ACHL'),
the Company's investment arm in Sri Lanka, has a 50:50 joint venture company viz.
CEAT-Kelani Holdings Private Limited which operates 2 (two) manufacturing plants through
its wholly owned subsidiaries in Sri Lanka.
During the year under review, ACHL's total income was LKR 49.87
lakhs (H 13.02 lakhs) as compared to LKR 237.56 lakhs (H 53.37 lakhs) in FY 2022-23. The
profit after tax (excluding profit from JV) for FY 2023- 24 has decreased by 81.58% to LKR
31.05 lakhs (H 8.11 lakhs) as compared to LKR 168.58 lakhs (H 37.87 lakhs) in FY 2022-23.
ACHL's joint venture continues to enjoy the overall market leadership in all
categories of tyres in Sri Lanka. ACHL has been consistently paying dividends and during
the year under review, paid a dividend to the Company of H 1,372 lakhs as compared to H
2,240 lakhs paid during the last year.
Joint Venture in Bangladesh
CEAT AKKHAN LTD (‘CAL') is a 70:30 joint venture of the
Company in Bangladesh. CAL is locally selling CEAT branded automotive tyres. For the year
under review, the total income of CAL was BDT 15,775.49 lakhs (H 11,991.58 lakhs) as
compared to BDT 16,318.25 lakhs (H 13,382.13 lakhs) in FY 2022-23. The net loss for the
year under review was BDT 3,220.30 lakhs (H 2,475.86 lakhs) as compared to the net loss of
previous year BDT 1,241.09 lakhs (H 1,271.76 lakhs). A statement containing the salient
features of the subsidiaries and joint ventures 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 SEBI Listing Regulations, the Consolidated Financial Statements of the Company,
including the financial details of all the subsidiary companies, associate companies and
joint ventures of the Company, forms part of this Integrated Annual Report. The
Consolidated Financial Statements have been prepared as per the applicable Indian
Accounting Standards issued by the Institute of Chartered Accountants of India
(‘ICAI').
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, Mr. Vinay Bansal (DIN: 00383325), Non-executive
Independent Director of the Company resigned from the Board owing to his advancing age and
consequently also from membership of Committees of the Board he has been serving on, with
effect from the close of business hours on June 1, 2023. The Board based on recommendation
of the Nomination and Remuneration Committee (‘NRC') appointed Ms. Sukanya
Kripalu (DIN: 06994202) and Mr. Milind Sarwate (DIN: 00109854) as Non-executive
Independent Director(s) of the Company w.e.f. March 14, 2024. The said appointments were
approved by members by way of resolutions passed on June 6, 2024 via postal ballot. Ms.
Priya Nair (DIN: 07119070), Non-executive Independent Director of the Company resigned
from the Board of the Company due to other pre-occupations and consequently also from the
membership of the Sustainability and Corporate Social Responsibility Committee of the
Board, with effect from the close of business hours on April 1, 2024.
Ms. Vallari Gupte, Company Secretary & Compliance Officer (Key
Managerial Personnel) of the Company tendered resignation due to constraints of relocating
out of Mumbai for family reasons w.e.f. close of business hours on May 7, 2024.
The Board based on recommendation of the NRC appointed Ms. Daisy
Chittilapilly (DIN: 09577569) as Non-executive Independent
Director of the Company w.e.f. May 2, 2024. Shareholders have accorded
their consent for the same vide Special resolution passed on June 6, 2024 via postal
ballot.
The Board at its meeting held on June 17, 2024, on recommendation of
the NRC, has proposed reappointment of Mr. Arnab Banerjee as the MD and CEO for a further
term of 1 year from April 1, 2025 to March 31, 2026, subject to approval of Members of the
Company. The Board based on the recommendation of NRC appointed Mr. Praveen
Pardeshi (DIN: 01658052) as Non-executive Independent Director of the Company w.e.f. June
17, 2024 subject to approval of Members of the Company. A proposal to this effect forms
part of notice convening this annual general meeting.
The Board at the said board meeting approved appointment of Mr.
Gaurav Tongia as the Company Secretary and Compliance Officer of the Company w.e.f. July
1, 2024.
In accordance with the Companies Act, 2013 and Articles of Association
of the Company, Mr. Paras K. Chowdhary (DIN: 00076807) retires by rotation and
being eligible offers himself for re-appointment.
Remuneration received by Managing / Whole- time Director from holding
or subsidiary company
Mr. Arnab Banerjee (DIN: 06559516), Managing Director and Chief
Executive Officer does not receive any profit related commission from the Company or any
of the subsidiaries of the Company as prescribed under Section 197(14) of the Act. No
other remuneration is received by him from the subsidiary company(ies). Details of
executive compensation are contained in the financial statements forming part of this
annual report.
Company's Policy on Directors' appointment and remuneration
The Board has put in place a policy on appointment of Directors and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director as required under Section 178(3) of the Act.
The said Nomination and Remuneration Policy, inter-alia is
directed to work as guiding principles on qualifications, positive attributes and
independence for appointment and remuneration of directors, Key Managerial / Senior
Management Personnel performance evaluation of all Directors and achieving benefits 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 the Independent Directors of the Company have provided declaration
of independence as required under Section 149(7) of the Act and Regulation 25(8) of the
SEBI Listing Regulations, stating that they continue to meet the criteria of independence
as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing
Regulations. Further, Independent Directors of the Company have also confirmed that they
have complied with the Code for Independent Directors prescribed in Schedule IV to the
Act.
The Independent Directors of the Company had no pecuniary relationship
or transactions with the Company, other than as permitted under relevant regulations. The
Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest standards of integrity. The
Directors are compliant with the provisions of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as applicable.
Statement regarding the opinion of the Board concerning integrity,
expertise and experience (including the proficiency) of the Independent Directors
appointed during the year
In the opinion of the Board, Ms. Sukanya Kripalu (DIN : 06994202) and
Mr. Milind Sarwate (DIN : 00109854) who were appointed during the year under review and
Ms. Daisy Chittilapilly (DIN : 09577569) and Mr. Praveen Pardeshi (DIN : 01658052),
who were appointed post March 31, 2024 are the person of integrity and have the relevant
expertise and experience as required under the Nomination and Remuneration Policy of the
Company.
Evaluation of Board, its Committees and Directors
As required under the provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance and
that of its Committees, Chairperson and individual Directors.
For the purpose of evaluation for FY 2023-24, the Company engaged an
external agency to facilitate the process of online confidential survey using the
questionnaire finalised by the Nomination and Remuneration Committee. The results of the
survey / feedback were then deliberated and evaluation of the Board, its Committees and
the Directors was carried out by the Nomination and Remuneration Committee and the Board
at their respective meetings, as prescribed under the Act.
Meetings of the Board of Directors
During the year, 6 (Six) Board Meetings were convened and held on May
4, 2023, May 12, 2023, July 25, 2023, October 16, 2023, January 24, 2024 and March 14,
2024. The details of which are given in the Corporate Governance Report. The intervening
gap between the meetings was within the period prescribed under the Act and Regulation 17
of the SEBI Listing Regulations.
Board Committees
As required under the Act and the SEBI Listing Regulations, the Company
has formed all the statutory committees namely, Audit Committee, Nomination and
Remuneration Committee, Sustainability and Corporate Social Responsibility Committee,
Stakeholders' Relationship Committee and Risk Management Committee. Besides, the
Company also has a Finance and Banking Committee. Detailed information about these
Committees and relevant information for 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 its committees, including the Audit Committee.
BUSINESS RISK MANAGEMENT
The Company has constituted a Risk Management Committee in compliance
with the requirements of Regulation 21 of the SEBI Listing Regulations.
The Company has also formulated the Enterprise Risk Management Policy
to identify risks and minimise their adverse impact on business and strives to create
transparency which in turn enhances the Company's competitive advantage.
According to the aforesaid business risk policy, the Company has
identified the business risks associated with its operations and an action plan for
mitigation of the same is put in place. The Risk Management Committee overviews the policy
and the mitigation plans. The business risks and its mitigation have been dealt with in
the Management Discussion and Analysis Section of this Integrated Annual Report.
SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors has constituted 'Sustainability and
Corporate Social Responsibility' (‘SCSR') Committee pursuant to Section 135
of the Companies Act, 2013.
Detailed information about composition of the Committee, details of
meetings held, attendance etc. along with the details of the Corporate Social
Responsibility Policy developed and implemented by the Company and CSR initiatives taken
during the year pursuant to Section 135 of the Act, is given in the Annual Report on CSR
activities, as annexed to this Report.
More details on CSR activities undertaken by the Company are provided
under the Social and Relationship Capital and forms part of this Integrated Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
According to Section 177 of the Act and Regulation 22 of the SEBI
Listing Regulations, the Board has adopted vigil mechanism in the form of Whistle Blower
Policy, to deal with instances of fraud or mismanagement, if any. The Policy can be
accessed at https://www. ceat.com/investors/corporate-governance.html
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details as applicable concerning particulars of Loans, Guarantees and
Investments under Section 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 said Policy on Related Party
Transactions as approved by the Board is uploaded on the Company's website.
Related Party Transactions were placed before the Audit Committee as
prescribed under Section 177 of the Act, although no such transactions attracted the
provisions of Section 188 of the Act. As such, there are no particulars to be disclosed in
the prescribed Form AOC-2.
SHARE CAPITAL
The paid-up equity capital of the Company as on March 31, 2024 was H
4,045 lakhs. The said shares are listed on the BSE Limited and the National Stock Exchange
of India Limited. There was no change in the paid-up capital of the Company, during the
year under review.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2024, is available on its website at
https://www.ceat.com/investors/shareholder-information.html
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy
CEAT has taken various initiatives on adoption of cleaner source of
energy from conventional source of energy. The Company has undertaken several initiatives
around process optimisation, power conservation, retrofitting of equipment across all the
facilities. The Company's current share in renewable source of Energy is 36% through
various power purchase agreements and solar rooftop installations. Through such
initiatives, the Company has successfully emission reduction.
contributed to 3,532 MT of CO
2
5 out of 6 plants in CEAT have hybrid input model, with the initiative
of replacing Coal with Briquette, CEAT is successful in offsetting from 93,499 MT of
briquette. With steam
1,69,233 MT of total CO
2
conservation activities across all facilities, the Company has saved
4,642 MT of emission with net impact of 2,556 MT of
CO
2
reduction with improved energy efficiency initiatives and increased
briquette consumption.
The Company has made a capital investment of H 2,154 lakhs on various
energy conservation initiatives such as Retrofitting of Equipment, Process Modification,
Enhancing Operational Efficiency, etc. 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
At CEAT, innovation stands as the greatest strength, while
sustainability remains the prime focus. Company's Research and Development (R&D)
division is pivotal to the overall growth and development of business operations,
enhancing the efficiency of products and services and driving new opportunities for
growth. CEAT's R&D team comprises 290 dedicated professionals working at
specialised centers in Halol, India, and Frankfurt, Germany. This team constantly tracks
evolving customer requirements to develop tyres that are safer, more energy-efficient, and
longer-lasting. These efforts significantly boost customer satisfaction and enable the
Company to enter new markets.
R&D initiatives aim to make product development and manufacturing
more efficient. By leveraging advanced digital and simulation methodologies, Company
reduces the need for physical prototyping and testing. This approach decreases cycle
times, costs, and energy consumption, thus enhancing sustainability. CEAT's
commitment to innovation is demonstrated through its five-year technological and
manufacturing roadmap, aligned with the purpose of ‘Making Mobility Safer &
Smarter. Every Day.' CEAT's R&D efforts have led to the filing of 171 patent
applications, with 46 patents granted till date. In the fiscal year 2023-24 alone, Company
filed 21 patent applications, secured 41 design registrations, and launched 123 new
products. These achievements highlight relentless pursuit of technological advancement and
dedication to sustainability and customer satisfaction.
CEAT R&D has also started working on application of Gen AI for
product development, optimisation and training of its employees.
In conclusion, CEAT's R&D is not only a cornerstone of current
success but also a lighthouse for future growth, continuously pushing the boundaries of
innovation while consistently focusing on sustainability. Details of expenditure on
Research and Development are as under:
(H in Lakhs)
Particulars |
FY 2023-24 |
FY 2022-23 |
| Capital expenditure |
4,823 |
4,367 |
| Revenue expenditure |
12,493 |
11,906 |
Total |
17,316 |
16,273 |
More information on R&D and technology absorption is provided under
‘Intellectual Capital' and ‘Natural Capital' sections which forms part
of the Integrated Annual Report.
Foreign Exchange Earnings and Outgo
(H in Lakhs)
Particulars |
FY 2023-24 |
FY 2022-23 |
| Foreign Exchange earned |
2,35,159 |
2,06,292 |
| Foreign Exchange outgo |
2,10,198 |
1,88,043 |
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'), as amended, form part of this Report and will be made available
to any Member on request, as prescribed therein.
The prescribed particulars of employees required under Rule 5(1) of the
said Rules are annexed to this Report.
FIXED DEPOSITS
The Company being eligible to accept deposits from the public, under
Section 76 of the Act and Rules made thereunder, approved the Fixed Deposit Scheme during
the FY 2014-15, for acceptance of deposits from Members and persons other than the
Members, under the Special Resolution passed by Members at the AGM of the Company held on
September 26, 2014. The Company thereafter discontinued its Fixed Deposit Schemes and
repaid all the outstanding fixed deposits along with the interest accrued up to September
30, 2016, in FY 2016-17.
The Company has not accepted any fresh deposits covered under Chapter V of
the Act during the year under review and as such "details of deposits which are not
in compliance with the requirements of Chapter V of the Act" are not applicable. As
on March 31, 2024, the Company has no deposits outstanding.
As such there were no defaults in respect of repayment of any deposits or
payment of interest thereon.
DIRECTORS' RESPONSIBILITY STATEMENT
According to Section 134(3)(c) of the Act, the Board of Directors, to the
best of its knowledge and belief, states that:
i. The applicable Accounting Standards have been followed in the
preparation of the annual accounts along with the proper explanation relating to material
departure, if any.
ii. Such accounting policies have been selected and applied consistently
and such judgments and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company in the Balance
Sheet as at March 31, 2024 and the Statement of Profit and Loss for the
said Financial Year ended March 31, 2024. iii. Proper and sufficient care has been taken
for the maintenance of adequate accounting records in accordance with the provisions of
the Act, for safeguarding the assets 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 internal financial controls were in place and that such internal
financial controls are adequate and were operating effectively. vi. The system to ensure
compliance with the provisions of all applicable laws were in place and that such systems
were adequate and are operating effectively.
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy
(‘Policy') for nomination and remuneration of Directors, Key Managerial
Personnel (‘KMP'), Senior Management Personnel (‘SMP') and other
employees, pursuant to the Act and Listing Regulations, as amended from time to time.
The salient features of the Policy, are : i. appointment and
remuneration of Directors, Key Managerial and Senior Management Personnel; ii.
qualifications, positive attributes and independence for appointment of Director and
assessment of independence of Independent Director (ID); iii. performance evaluation of
all Directors; iv. core skills/expertise/competencies required of the Board of Directors
of the Company; v. Board Diversity.
The said policy is available on the website of Company at https://
www.ceat.com/investors/corporate-governance.html
INTEGRATED ANNUAL REPORT
In line with the SEBI Circular dated February 6, 2017 on Integrated
Reporting by Listed Entities, since the Financial Year 2019-20, the Company has been
publishing Integrated Annual Report, based on Value Reporting Foundation framework. Year
on year, the Company through the Integrated Report is endeavoring to communicate its
integrated thinking and how its business creates sustained value for stakeholders.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 of the SEBI Listing Regulations,
separate section on Management Discussion and Analysis, as approved by the Board, which
includes details on the state of affairs of the Company, forms part of this Integrated
Annual Report. Further, the Corporate Governance Report including General Shareholder
Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved
by the Board of Directors together with the certificate from Secretarial Auditor
(Practising Company Secretaries) confirming compliance with the requirements of SEBI
Listing Regulations also forms part of this Integrated Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, BRSR
describing the initiatives taken by the Company from ESG perspective forms part of this
Integrated Annual Report.
AUDITORS
Statutory Auditors
At the Sixty Third Annual General Meeting of the Company, the Members
approved appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration
No. 101248W/ W-100022) as the Statutory Auditors of the Company, to hold office for a
period of 5 (five) years from the Sixty Third Annual General Meeting of the Company till
the conclusion of the Sixty Eighth Annual General Meeting of the Company, in terms of the
applicable provisions of Section 139(1) of the Act read with the Companies (Audit and
Auditors) Rules, 2014.
Secretarial Auditors
The Company had appointed M/s Parikh & Associates, Practising
Company Secretaries, to conduct Secretarial Audit for the Financial Year ended March 31,
2024, as prescribed under Section 204 of the Act and Rules made thereunder. The
Secretarial Audit Report in the prescribed Form MR-3 for FY 2023-24 furnished by M/s
Parikh & Associates is annexed to this Report.
There are no qualifications, disclaimers, reservations or adverse
remarks made either by the Statutory Auditors in the Auditor's Report or by the
Company Secretary in practice (Secretarial Auditor) in the Secretarial Audit Report.
Internal Auditors
M/s Deloitte Touch? Tohmatsu India LLP were re-appointed as the
internal auditors of the Company. Additionally, M/s. Singhi and Company (erstwhile Moore
Singhi Advisors LLP) were also re-appointed as Internal Auditors of the Company at the
Board meeting of the Company held on May 4, 2023 for the year 2023-24. As prescribed under
Section 138 of the Act, M/s Deloitte Touch? Tohmatsu India LLP carried out internal audit
of the Company. Additionally, M/s. Singhi and Company were engaged for internal audit of
locations like CFA/DC/ Regional Office Zone and outsourcing units for FY 2023-24. The
internal audit was completed as per the scope defined by the Audit Committee from time to
time.
Cost Record and Cost Auditors
During the year under review, in accordance with Section 148(1) of the
Act, the Company has maintained the accounts and cost records, as specified by the Central
Government. Such cost accounts and records were subjected to audit by M/s D. C. Dave &
Co., Cost Auditors of the Company for FY 2023-24.
The Board of Directors has re-appointed M/s D. C. Dave & Co., Cost
Accountants, (Firm Registration No. 000611) as Cost Auditors of the Company and recommends
ratification of the remuneration payable to the Cost Accountants for the year ending on
March 31, 2025 by the Members at the ensuing AGM.
The Cost Auditors' Report of FY 2022-23 did not contain any
qualifications, reservations, adverse remarks or disclaimers and no frauds were reported
by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.
SECRETARIAL STANDARDS
Pursuant to Section 205 of the Act, the Company complies with the
applicable Secretarial Standards as mandated by the Institute of Company Secretaries of
India (‘ICSI') to ensure compliance with applicable provisions read together
with the relevant circulars issued by MCA.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
OF THE COMPANIES ACT, 2013
During the year under review, no frauds were reported by the auditors
to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of
the Companies (Audit and Auditors) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS
There are no significant and material orders passed by the Regulators
or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern
status and Company's operations in future. There is no corporate insolvency
resolution process initiated under the Insolvency and Bankruptcy Code, 2016.
INTERNAL FINANCIAL CONTROL
Details in respect of adequacy on internal financial controls
concerning the Financial Statements are stated in the Management Discussion and Analysis
Section which forms part of this Integrated Annual Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'),
the Company has put in place a Policy on Prevention of Sexual Harassment of women at
Workplace and 8 (eight) Internal Complaints Committees (‘ICC') have been set up
to redress complaints. During the year under review, 4 complaints were received and 3 were
resolved by the ICC and 1 complaint was under review as at March 31, 2024.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the
cooperation and continued support extended by its various stakeholders like the Central
Government, State Government, Customers, Suppliers, Dealers, Value Chain partners, Banks,
Financial Institutions, Communities, Employees and the Members towards conducting business
of the Company.
On behalf of the Board of Directors
H. V. Goenka
Place: Mumbai Chairman Date: June 17, 2024* DIN: 00026726
*The Directors' Report for FY 2023-24 was originally approved by the
Board on May 2, 2024. This draft is updated to the extent of factual updates during the
intervening period till this date of the meeting.
Annexure to the Board's Report
Annual Report on Corporate Social Responsibility (‘CSR')
activities for FY 2023-24
1. A BRIEF OUTLINE OF THE COMPANY'S CORPORATE SOCIAL
RESPONSIBILITY (CSR) POLICY, INCLUDING OVERVIEW OF PROJECTS OR PROGRAMMES PROPOSED TO BE
UNDERTAKEN AND A REFERENCE TO THE WEBLINK TO THE CSR POLICY AND PROJECTS OR PROGRAMMES:
CEAT prioritises CSR as one of the integral activities of the Company.
The Company views the communities where they operate as core partners. Committed to being
a good corporate citizen, the Company actively addresses social issues impacting both
their local communities and the society as a whole. CEAT focuses on four key areas:
Education, Employability, Heritage preservation, and Community Development.
2. COMPOSITION OF SUSTAINABILITY AND CORPORATE SOCIAL
RESPONSIBILITY (‘SCSR') COMMITTEE:
Sl. No. Name of
Director |
Designation / Nature of
Directorship |
Number of meetings of
SCSR Committee held during the year |
Number of meetings of
SCSR Committee attended during the year |
1 Mr. Anant Goenka |
Chairman- SCSR Committee
(Non-Executive, Non Independent Director) |
3 |
3 |
2 Mr. Paras K. Chowdhary |
Member - SCSR Committee
(Non-Executive, Non-Independent Director) |
3 |
3 |
3 Ms. Priya Nair |
Member – SCSR Committee
(Independent Director) |
3 |
0 |
4 Mr. Vinay Bansal* |
Member - SCSR Committee
(Independent Director) |
3 |
1 |
*Mr. Vinay Bansal has resigned from the position of Non-executive
Independent Director w.e.f. closure of business hours of June 1, 2023.
The Board vide its meeting dated March 14, 2024 reconstituted the
Committee so as to include Ms. Sukanya Kripalu as a member of the Committee. Ms. Priya
Nair resigned w.e.f. April 1, 2024 from the directorship of the Board and membership of
the Committee.
3. THE WEB-LINKS WHERE COMPOSITION OF SCSR COMMITTEE, CSR POLICY
AND CSR PROJECTS APPROVED BY THE BOARD ARE DISCLOSED ON THE WEBSITE OF THE COMPANY: https://www.ceat.com/investors/corporate-governance.html
https://www.ceat.com/corporate/csr-landing.html
4. THE EXECUTIVE SUMMARY ALONG WITH WEB-LINK(S) OF IMPACT
ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8, IF
APPLICABLE:
Not Applicable
5. (a) Average net profit of the Company as per sub-section (5)
of section 135
Net Profit |
in Lakhs) |
| 2020-21 |
45,944.59 |
| 2021-22 |
9,315.38 |
| 2022-23 |
31,647.51 |
Average of last three years |
28,969.16 |
(b) Two percent of average net profit of the Company as per sub-section
(5) of section 135:
H 579.38 lakhs
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years:
None
(d) Amount required to be set off for the financial year, if any:
None
(e) Total CSR obligation for the financial year (5b+5c-5d):
H 579.38 lakhs
6. (a) Amount spent on CSR Projects (both Ongoing Project and
other than Ongoing Project):
H 579.38 lakhs
(b) Amount spent in Administrative Overheads:
Nil
(c) Amount spent on Impact Assessment, if applicable:
Not Applicable
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]:
H 579.38 lakhs
(e) CSR amount spent or unspent for the Financial Year:
Total Amount |
|
Amount Unspent (in J) |
|
|
spent for the Financial
Year |
Total Amount
transferred to Unspent CSR Account as per sub-section (6) of section 135. |
Amount
transferred to any fund specified under Schedule VII as per second proviso to sub-section
(5) of section 135. |
(in J) |
Amount (in J) |
Date of Transfer |
Name of the Fund |
Amount (in J) |
Date of Transfer |
| 579.38 lakhs |
Nil |
NA |
Nil |
Nil |
NA |
(f) Excess amount for set off, if any
Sl. No. Particular |
Amount (J in Lakhs) |
| (i) Two percent of average net profit of the
Company as per section 135(5) |
579.38 |
| (ii) Total amount spent for the Financial
Year |
579.38 |
| (iii) Excess amount spent for the financial
year [(ii)-(i)] |
Nil |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
Nil |
| (v) Amount available for set off in
succeeding financial years [(iii)-(iv)] |
Nil |
7. DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE
FINANCIAL YEARS:
Sl. No. Preceding
Financial Year(s) |
Amount transferred to
Unspent CSR Account under sub- section(6) of |
Balance Amount in Unspent
CSR Account under sub-section (6) |
Amount spent in the
Financial Year (in J) |
Amount
transferred to a Fund as specified under Schedule VII as per second proviso to sub-
section (5) of section 135, if any |
Amount remaining to be
spent in succeeding |
Deficiency, if any |
|
section135 (in J) |
of section 135 (in J) |
|
Amount (in J) |
Date of transfer. |
Financial Years (in J) |
|
| 1 FY 2022-23 |
206.33 lakhs |
Nil |
206.33 lakhs* |
Nil |
NA |
Nil |
NA |
| 2 FY 2021-22 |
103.81 lakhs |
Nil |
103.81 lakhs** |
Nil |
NA |
Nil |
NA |
| 3 FY 2020-21 |
- |
- |
- |
- |
- |
- |
- |
*Spent during FY 2023-24 **Spent during FY 2022-23
8. WHETHER ANY CAPITAL ASSETS HAVE BEEN CREATED OR ACQUIRED
THROUGH CORPORATE SOCIAL RESPONSIBILITY AMOUNT SPENT IN THE FINANCIAL YEAR: No.
9. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO
PER CENT OF THE AVERAGE NET PROFIT AS PER SUB-SECTION (5) OF SECTION 135: Not
Applicable
Annexure to the Board's Report
Particulars of Employees
Remuneration details under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended) for the year ended March
31, 2024
Particulars |
Name of the director |
Ratio of the remuneration
of each director to the median remuneration of the employees of the Company(1) |
Percentage increase/
decrease in remuneration(2) |
i) The ratio of the
remuneration of each director to the median remuneration of the employees of the Company
for the financial year; |
Mr. H. V. Goenka |
130.47 |
265.44 |
| Mr. Anant Goenka(5) |
115.82 |
(45.80) |
| Mr. Arnab Banerjee (MD &
CEO) |
184.22 |
74.37 |
| Mr. Atul C. Choksey |
8.05 |
55.63 |
| Mr. Mahesh S. Gupta |
9.30 |
30.98 |
The percentage increase /
decrease in remuneration of each Director, Chief Financial Officer (CFO), Chief Executive
Officer, Company Secretary (CS) or manager, if any, in the financial year; |
Mr. Haigreve Khaitan |
6.79 |
40 |
| Mr. Vinay Bansal(4) |
2.01 |
(72.93) |
| Mr. Paras K. Chowdhary |
9.64 |
36.07 |
| Ms. Priya Nair |
6.47 |
17.99 |
| Ms. Sukanya Kripalu(3) |
0.81 |
- |
| Mr. Milind Sarwate(3) |
0.81 |
- |
| Mr. Kumar Subbiah, CFO |
134 |
36.53 |
| Ms. Vallari Gupte, CS |
27 |
27.77 |
ii) The percentage increase in
the median remuneration of employees in the financial year (1); |
17.17 |
|
|
iii) The number of permanent
employees on the rolls of the Company as on March 31, 2024; |
8593* |
|
|
iv) Average percentile
increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration |
The average
increase in salaries of employees (other than managerial personnel) shown a increase of 26
% for FY 2023-24 and that of managerial personnel by 4.84% as compared to FY 2022-23 in
view of the rationalisation done to align the salaries with the external benchmarks.
Compensation benchmarking process is followed by the Company to evaluate the individual
salaries internally and externally and the increment given to each employee is based on
the market benchmark, performance and potential of the individual and performance of the
Company during the financial year |
v) Affirmation that the
remuneration is as per the remuneration policy of the Company; |
Remuneration paid
during the FY 2023-24 was as per the Nomination and Remuneration Policy of the Company |
*includes workers count of 1850
Notes:
(1) Median remuneration of the employees is calculated on the basis of
remuneration details of employees including the Managing Director and CEO. (2)
Directors' remuneration includes commission and sitting fees for FY 2023-24. While
Commission is determined based on the contribution and tenure served by Non-executive
Directors during the year, the sitting fees are paid based on the number of meetings of
Board and Committee attended by them respectively. Therefore, variation in the
remuneration of the Directors could be attributed to the committee positions held and the
number of meetings attended by them during the year.
(3) Ms. Sukanya Kripalu and Mr. Milind Sarwate were appointed as
Additional Director in the capacity of Independent Director w.e.f. March 14, 2024. Thus,
remuneration paid for the year 2023-24 being for the part of the year, the percentage
increase / decrease in the remuneration is strictly not comparable. (4) Mr. Vinay Bansal
resigned as an Independent Director of the Company w.e.f. June 1, 2023. Thus, remuneration
paid for the year 2023-24 being for the part of the year, the percentage increase /
decrease in the remuneration is strictly not comparable. (5) Mr. Anant Vardhan Goenka was
appointed as the Non-executive Non-independent Director designated as Vice-Chairman of the
Company w.e.f. April 1, 2023 and the Members of the Company approved the said appointment
vide an Ordinary Resolution passed through Postal Ballot on April 27, 2023. Accordingly,
since remuneration paid for the year 2023-24 is in the current capacity, the percentage
increase / decrease in the remuneration is not comparable.
Secretarial Audit Report
FORM No. MR-3
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members, CEAT Limited
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by CEAT Limited
(hereinafter called ‘the Company'). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company, to the extent
the information provided by the Company, its officers, agents and authorised
representatives during the conduct of secretarial audit, the explanations and
clarifications given to us and the representations made by the Management and considering
the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange
Board of India, we hereby report that in our opinion, the Company has, during the audit
period covering the financial year ended on March 31, 2024 generally complied with the
statutory provisions listed hereunder and also that the Company has proper Board processes
and compliance mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter: We have examined the books, papers, minute books, forms and
returns filed and other records made available to us and maintained by the Company for the
financial year ended on March 31, 2024 according to the provisions of: (i) The Companies
Act, 2013 (‘the Act') and the rules made thereunder; (ii) The Securities
Contract (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii)
The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv)
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 (‘SEBI Act') (a) The Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;
(Not applicable to the Company during the audit period) (d) The Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not
applicable to the Company during the audit period) (e) The Securities and Exchange Board
of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (f) The
Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Act and dealing with client;(Not applicable to the Company
during the audit period) (g) The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period)
and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
2018; (Not applicable to the Company during the audit period) (vi) Other laws specifically
applicable to the Company namely The Rubber Act, 1947 and The Rubber Rules, 1955 We have
also examined compliance with the applicable clauses of the following: (i) Secretarial
Standards issued by The Institute of Company Secretaries of India with respect to Board
and General Meetings. (ii) The Listing Agreements entered into by the Company with BSE
Limited and National Stock Exchange of India Limited read with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and also pursuant to The
Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 .
During the period under review, the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act. Adequate
notice was given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance other than those held at shorter
notice, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting. Decisions at the Board Meetings were taken unanimously.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the following events
occurred which had a bearing on the Company's affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards, etc: a. During the year under
review, Non-convertible debentures of Tranche 1 of 6.40% 1500 Rated, Secured, Listed,
Redeemable, Non-convertible debentures of face value of INR 1,000,000 each aggregating to
INR 15,000 lakhs was redeemed on October 6, 2023 b. During the year, the Company has
issued Commercial papers aggregating to H 8,50,00,00,000.00 and redeemed Commercial papers
aggregating to H 8,00,00,00,000.00 in compliance with the applicable provisions.