conservation activities across all facilities, the Company has saved
4,642 MT of emission with net impact of 2,556 MT of
CO2
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.
