CEAT Annual Report 2014 15

Forward-looking statementsIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral - that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contents

28 Corporate Information

29-101Statutory Reports

102-187Financial Statements

102 Standalone Financial Statements

145 Consolidated Financial Statements

18-28Strategic Review

18 Branded by passion

20 Passion for sustained OEM relationships

22 Driving R&D with passion

24 Passionate about social responsibility

26 Passion for human relationships

27 Passion for achievement

01-17Corporate Overview

02 Chairman’s Message

04 RPG Group - Powered by Passion, Driven by Ethics

05 CEAT - Passionate pursuit of quality, safety & control

06 Expanding global footprint through exports

08 Products steered by passion

10 Operational and financial highlights

14 Board of Directors

Passion drives success just as an engine drives a vehicle.

With a strong belief in this adage, we are steered by passion to deliver products that are scaled to the best yardsticks of safety and control. We are obsessive in our pursuit of safety for our customers, passengers and cargo, and believe our tyres should offer the highest levels of control in traction.

Our passion nurtures our relationships with our stakeholders, lending them a strong sense of control over their investment, along with safety of capital. It makes a difference to the depth of our R&D, and to the strength of our relationships with OEMs and the communities we work with. It is the platform on which is built the success of our brand and which creates an environment for the collective growth of the organisation and its stakeholders.

We do not ‘use’ passion to drive our efforts, we are driven by it.

Chairman’s Message

Harsh Vardhan Goenka Chairman

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5Corporate Overview Strategic Review Statutory Reports Financial Statements01-17 18-28 29-101 102-187

Chairman’s Message 3

While global growth has seen a gradual revival post the economic recession, the recovery has been slow and there have been continuing macroeconomic adjustments throughout FY 2014-15.

The global automobile sector, whose fortunes are closely linked with the performance of the global economy remained muted, having a domino effect on demand in the tyre industry.

The situation in India was mixed with the auto sector showing moderate demand, particularly in commercial and farm segments as well as exports. ectors li e phar a and financial ser ices contin ed to per or ell

The well-laid macro foundations by the new government together with the latest trends of revival in capital expenditure augur well for a turnaround in the economy.

At CEAT, we continue with our strategic initiatives focussing on market share e pansion in profita le seg ents and creation o a strong rand both locally and globally. We have also embarked on an expansion in our capacities which should be completed during FY 2015-16. Our emphasis has been on building tyres which are not just world-class but also the safest on the road and the most environment-friendly. We are also working on le eraging the enefits o digital technolog partic larl in an act ring supply chain and other key business processes. The volatility in commodity prices especially rubber remains a challenge. On the people front, CEAT continues its efforts to create an exciting workplace adopting pioneering practices. CEAT has also embarked on several social initiatives including education, employability and environment protection.

CEAT’s transformational journey has yielded success leading to visible value creation for customers and shareholders alike.

Regards,

Harsh Vardhan Goenka Chairman, Non-Executive Director

We are working on e er gi g t e e efits of digital technology particularly in manufacturing, supply chain and other key business processes.

RPG Group – Powered by Passion, Driven by Ethics

RPG Enterprises was founded in 1979 by Shri Rama Prasad Goenka, popularly known as RP Goenka, a pioneering fi th generation siness leader ro the oen a a il he oen as ha e a histor o siness dating ac to 1820 AD in banking, textiles, jute and tea. Under RP Goenka’s dynamic leadership, the Group grew in size and strength with several acquisitions in the 1980s and 1990s. CEAT became a part of the RPG Group in 1981. RPG Enterprises is today one o ndia s astest gro ing di ersified gro ps ith re en es o ` rores n rie profile o the ro p is presented below.

1979 Year of establishment

100+ countriesGlobal presence

` 20,000 Crores Group Turnover

~45% 45% of turnover is from international business substantiating its global status

6 Operating companies, 5 of which are listed on stock exchanges present in key sectors of the economy, involved in diverse businesses of Automotive Tyres, Infrastructure, IT, Pharmaceuticals, Plantations, and Power ancillaries

20,000+Human capital

The Group blends its modern management philosophy with its core values of Customer Sovereignty, People Orientation, Innovation & Entrepreneurship, Transparency & Integrity, Passion for Superior Performance, Anticipation, Speed and Flexibility.

RPG Enterprises is one of India’s fastest growing business groups today.

CEAT Limited is the agship o pan o

the RPG Group and is a leading manufacturer of automobile tyres in

India.

KEC International is a illion dollar di ersified glo al

infrastructure Engineering, Procurement & Construction (EPC) major and a

world leader in Power Transmission EPC space.

Zensar TechnologiesZensar is among the top 15 software

services providers from India and is spread across twenty countries

servicing over 400 active customers.

RPG Life SciencesRPG Life Sciences is a pharmaceutical

company producing a wide range of quality and affordable medicines in global generics and synthetic APIs.

Raychem RPGRaychem RPG is involved in

engineering products and services catering to the infrastructure segments

of the economy.

Harrisons MalayalamHarrisons Malayalam is one of the

ost di ersified agro ased co panies in India.

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CEAT - Passionate pursuit of quality, safety & control

Values

One of India’s leading tyre companies, CEAT is committed to the passionate pursuit of excellence in performance and quality through a range of distinctive products.

Pan-India Network~800 MT/dayCombined manufacturing capacity at plants in Halol, Nashik, Bhandup and outsourced capacities

Making deep inroads across geographies

Superior grip and the most outstanding of safety features have enabled CEAT to continuously expand its presence in the domestic market with its bias tyres as well as high performance radial tyres for a range of vehicles. The Company has a rapidly growing market share in various passenger tyre categories and has established decades-long presence in all categories of commercial vehicle tyres.

Built on a corporate ethos of passion, reliability, dynamism and toughness, the Company is committed to innovation and helping millions of vehicles travel the distances safely and with control. Every CEAT tyre carries the hallmark of distinction, which ensures safe travel for millions of passengers at every mile across geographies. The Company caters to a large market globally as well as in India.

3,500+ Dealers

250+ Distributors

300+ Franchisees(CEAT Shoppe and CEAT Hubs)

460+ Districts covered

Multi-brand outlets and shop-in-shop concepts are the Company’s newest innovations aimed at delivering safe solutions across India through enhanced product penetration and brand visibility

At CEAT, values are the Way of Life. CEAT’s values re c dified i t e cr

CAIRO and shape the culture and character of the Company. CEAT has established adequate processes to inculcate its chosen CAIRO culture in its employees, with awards for employees who demonstrate exemplary practice of values.

Challenger We attempt to try new things and not fear failure, we question existing ways of working and we are open to critique and suggestions from the team and others in the organisation.

Aspiration ledWe encourage our people to dare to dream. Our aim is to deliver exceptional service to our customers. This we do by trying to excel at our work.

IntegrityWe take responsibility for our actions and ensure our behaviour matches our words. Being honest and transparent in our work is our continuous endeavour.

Result-obsessionWe respect the time of others and strive to display a sense of urgency in taking decisions.

OpennessWe value the skills, strengths and views of others and have a passion for learning and sharing ideas. We appreciate and are responsible with the information the company shares with us.

About Group | About CEAT 5

One of India’s leading tyre exporters, CEAT exports its tyres to global markets spanning more than 100 countries. From the Middle East to the Far East 1 (Indonesia and Singapore) & Far ast sia and acific ro

West to East Africa, from Europe to South and North America, and through Nepal, CEAT’s global footprint is an endorsement of its expanding reach. sta lish ent o liaison o fices in

Indonesia and the Middle East has

Expanding global footprint through exports

further helped the Company augment its international presence and improve sales by establishing local connect with the dealers.

During the year, a CEAT Shoppe was set up in UAE to cater to the Company’s expanding market in the Gulf region. With improved visibility and customer addition this has reaped rich enefits for the Company, promising greater traction in business, going forward.

Global market spanning more than 100 countries.

Export Markets

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Expanding global footprint through exports 7

CEAT is a major exporter of tyres for trucks, off-the-road (OTR) vehicles and Light Commercial Vehicle categories. It exports products to various markets across the world, with many of the exported tyres exclusively developed for these markets. Specially designed tyres for export markets include tyres with excellent mileage, ride comfort and low noise for the Dubai taxi market, as well as the low noise tyres that surpass the stringent requirements under European regulations.

CEAT’s export sales break-up (%)

Middle East South East Asia

Africa South America

Others

2924181712

CEAT’s products are a showcase of its distinctive passion, customised to different market segments with their unique needs. The Company continuously invests in strengthening its brand connect with its consumers through targeted communication highlighting the special features of its products.

Products steered by passion

Products for Two-Wheeler segmentGripp All season tyreswith superior grip for unpredictable driving conditions prevalent in India

Milaze Tyres with longer life targeted forcommuter use

Products for Truck & Bus segmentMile XL Rib Pro Tyres with longer life, better retreadability and for high load operations

Mile XL ProTyres for customers looking for high mileage and high speed

295/80 R 22.5 Pro R10 res or c sto ers see ing s perior ileage good retreada ilit and high el e ficienc

Products for Tyres for SUVs (Jeep) segmentCzar Tyres for SUVs spanning highways andall terrain drive

Products for Farm segmentAayushmaanTyres for customers seeking higher life,especially in hard soil operations

Products for Passenger Cars segmentGripp LN car radial A premium, high grip and low noise range of tyres

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Products steered by passion 9

Operational and financial highlights (Consolidated)

Net Sales (` in lacs) & Sales Volume (MT)

FY 11

FY 12

FY 13

FY 14

FY 15

360,176

461,367

500,900

550,777

575,477

193,465

209,953

221,543

244,300

258,668

Net Sales

Sales Volume

Revenue (Segmental break-up) (%)

FY 11

FY 12

FY 13

FY 14

FY 1518% 21% 61%

20% 22% 58%

23% 20% 57%

22% 16% 61%

18% 13% 69%

ExportsOEM

Replacement

Revenue segments (By Type) (%)

FY 11

FY 12

FY 13

FY 14

FY 1542% 58%

46% 54%

52% 48%

53% 47%

58% 42%

Trucks and BusesNon-Truck

EBITDA* (` in lacs) and EBITDA Margin* (%)

FY 11

FY 12

FY 13

FY 14

FY 15

18,772

29,597

45,562

67,186

70,299

5.1%

6.3%

9.0%

12.1%

12.1%

EBITDA

EBITDA Margin

* Includes non-operating income

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O er ti d fi ci ig ig ts

Earnings Per Share (`)

FY 11

FY 12

FY 13

FY 14

FY 15

7.7

5.3

35.1

76.6

84.6

Book value per share (`)

FY 11

FY 12

FY 13

FY 14

FY 15

191

198

229

286

416

Gross Margin to Net Sales (` in lacs) (%)

FY 11

FY 12

FY 13

FY 14

FY 15

92,671

115,122

153,324

194,202

222,144

25.7%

25.0%

30.6%

35.3%

38.6%

Gross Margin

Gross Margin

PAT (` in lacs) and PAT Margin (%)

FY 11

FY 12

FY 13

FY 14

FY 15

2,646

1,812

12,019

27,124

31,718

PAT

PAT Margin 0.7%

0.4%

2.4%

4.9%

5.5%

Dividend per share (`)

FY 11

FY 12

FY 13

FY 14

FY 15

2.0

1.0

4.0

10.0

10.0

Net Debt / Equity Ratio

FY 11

FY 12

FY 13

FY 14

FY 15

1.5

1.9

1.2

1.0

0.4

Net Debt / EBITDA Ratio

FY 11

FY 12

FY 13

FY 14

FY 15 0.9

1.5

2.0

4.3

5.1

EBITDA / Interest Ratio

FY 11

FY 12

FY 13

FY 14

FY 15

1.8

1.5

2.5

3.9

5.3

Operational and financial highlights (Consolidated)

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O er ti d fi ci ig ig ts

New products developed

FY 11

FY 12

FY 13

FY 14

FY 15

29

64

66

95

102

Total Production (MT)

FY 11

FY 12

FY 13

FY 14

FY 15

179,426

190,887

200,996

217,365

242,540

Net worth (` in lacs), ROE and ROCE post tax (%)*

65,350

67,761

78,546

102,861

168,225

FY 11

FY 12

FY 13

FY 14

FY 15

4%Net Worth

ROE

3%

16%

30%

25%

7%

8%

13%

18%

17%

ROCE post tax*Average capital employed considered. QIP proceeds considered for part of the year. ROCE calculated based on PBIT*(1-Tax Rate)

CEAT Shoppes and Districts Covered

FY 15 176464

FY 12 102212 CEAT Shoppes

Districts covered

Board of Directors

Atul C. Choksey Independent Director

Mr. Atul C. Choksey has been on the Company’s Board since 2000. He holds a Bachelor’s degree in Chemical Engineering from Illinois Institute of Technology Chicago. Mr. Choksey was earlier the Whole Time Director of Asian Paints (India) Ltd from May 1979, and served as its Managing Director from 1984 till 1997. His other directorships include Board positions in Marico Industries, Finolex Cables etc. In his illustrious career, he also served as a President of the Indian Paints Association and President of Bombay Chamber of Commerce and Industry.

Arnab BanerjeeExecutive Director - Operations

Mr. Arnab Banerjee is the Executive Director Operations and spearheads the Sales, Marketing and Manufacturing functions. He is responsible for driving revenue in domestic, exports and OE markets and handles the integrated supply chain of CEAT. He is an engineering graduate from IIT Kharagpur and did his PGDM from the Indian Institute of Management, Kolkata. He has been on the Company’s Board since 2013. With a total experience of over 28 years, Mr. Banerjee worked with Berger Paints and Marico Ltd., prior to joining CEAT in November 2005.

Anant Vardhan Goenka Managing Director

Mr. Anant Vardhan Goenka is one of the youngest CEO’s of corporate India. He is an MBA from the Kellogg School of Management and a B.Sc in Economics from the Wharton School. Grandson of Late Shri R P Goenka, he is the Managing Director of the Company since 2012. Prior to joining CEAT’s Board in 2009, Mr. Goenka worked with RPG Group’s KEC International Limited as an Executive Director – Supply Chain, in-charge of manufacturing, procurement, planning, logistics and quality department. In the past, he has also worked with Hindustan Unilever, Accenture and Morgan Stanley. He also served as the Chairman of Automotive Tyre Manufacturers’ Association (ATMA).

Harsh Vardhan Goenka Chairman, Non-Executive, Non-Independent Director

Mr. Harsh Vardhan Goenka is the Group Chairman of RPG Enterprises, one of the leading and oldest business groups in India. The elder son of late Shri R P Goenka, founder of RPG Group, he has inherited two centuries of entrepreneurial business acumen of the well-known Goenkas of Kolkata. He is a graduate in Economics and an MBA from IMD, Switzerland. He has served as President of the Indian Merchants’ Chambers and as member on the Executive Committee of the Federation of Indian Chambers of Commerce and Industry (FICCI). He is currently a member of the Foundation Board of IMD, Lausanne, Switzerland. Mr. Goenka has been on the Company’s Board since 1981.

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Board of Directors 15

Haigreve KhaitanIndependent Director

Mr. Haigreve Khaitan belongs to the Founders’ family of one of India’s most prestigio s la fir s haitan o and is a anaging artner o the fir e is an LLB from University of Calcutta. He has been on Company’s Board since 1999. He has expertise in commercial and corporate laws, tax laws, mergers and acquisitions, restructuring, foreign collaborations and licensing. He also serves on the Boards of several listed companies.

Hari L. MundraNon Independent Director

Mr. Hari Mundra, 66, is an MBA from the Indian Institute of Management, Ahmedabad. He has been on the Company’s Board since 1995. In the past, Mr. Mundra has held various senior positions in Hindustan Lever Limited where he had the distinction of being the youngest Vice President/ED to be appointed to the National Management Committee. He then joined the RPG Group as Group CFO/Group President, Carbon Black and was a member of the Management Board. Prior to his retirement from active career, he was also the Executive Vice Chairman of Wockhardt Group and later Deputy Managing Director and Director Finance of Essar Oil Limited where he was instrumental in its resurrection.As the Group Advisor, he also helped in the turnaround of Wockhardt. He is currently on the Boards of Allcargo Logistics (Chairman, NRC) and Tata Autocomp Systems (Chairman, Audit Committee) as an Independent Director and the Chairman of Future Focus Infotech Pvt Ltd. He has also been the Visiting Professor at IIM, Ahmedabad for the last 6 years.

K. R. PodarIndependent Director

Mr. K.R. Podar is an eminent industrialist and a renowned philanthropist, with many decades of entrepreneurial expertise. He has been on the Company’s Board since 1984. He is a graduate from Sydenham College of Commerce and Economics, Mumbai. He was the youngest Sheriff of Mumbai. He was also Justice of Peace and Special Executive Magistrate, appointed by the Government of Maharashtra. Mr. Podar was the President of the SAARC Chamber of Commerce and Industry and Chairman of many joint business councils and member of many trade and industry bodies.

Board of Directors

Punita LalIndependent Director

Ms. Punita Lal is an MBA from Indian Institute of Management, Calcutta. She joined the Company’s Board during the year under review. Ms. Lal’s last held role was CEO for NourishCo Beverages – a strategic joint venture between the Tata’s and PepsiCo. Earlier, she was Executive Director – Marketing, PepsiCo Beverages and a key member of the Executive Committee of PepsiCo Indian Beverages. Her work experience spans multiple disciplines, geographies and cultures and she has many recognitions to her credit including being chosen as one of India’s top 20 Business Women by Business Today and awarded the Corporate Woman of the Year by the FICCI Women’s organisation.

Mahesh S. GuptaIndependent Director

Mr. Mahesh S. Gupta is an Independent director on the Company’s Board since 2002 and is an eminent Chartered Accountant and Company Secretary. Mr. Gupta is the Group Managing Director of the Ashok Piramal Group and oversees all businesses of the Group – including Real Estate, Textiles, Engineering and Entertainment. Previously, Mr. Gupta was associated with the RPG Group as Group CFO and Management Board Member and also as Whole time Director of Nicholas Piramal India Limited.

Paras K. Chowdhary Non-Independent Director

Mr. Paras K. Chowdhary, a veteran of the Indian tyre industry, is a Non Executive Director of the Company since 2012. Prior to this, he served as the Managing Director of the Company, holding the position for 12 years. He holds a Bachelors degree in Physics (Hons.) from St. Stephen’s College, Delhi and has around 35 years of experience at senior management positions in the tyre industry. Earlier in his career, Mr. Chowdhary spearheaded the telecom business of the RPG Group and also worked with Apollo Tyres as President and Whole Time Director.

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Board of Directors 17

Ranjit PanditAdditional Director

Mr. Ranjit Pandit holds an MBA degree from Wharton School. He joined the Company’s Board in March 2015. He earlier served as Managing Director at General Atlantic LLC - a leading pri ate e it fir rior to this he as Managing Director and Chairman of McKinsey & Company in India. He also served on a variety of governments and regulatory bodies on policy.

Vinay BansalIndependent Director

r ina ansal is an o ficer o 1969 batch and retired as the Secretary in the Department of Chemicals in the Government of India. He has been on the Company’s Board since 2009. Earlier, he has served as Additional Secretary Commerce, Government of India, Chairman, Maharashtra State Electricity Board, Principal Secretary Industries and Principal Secretary to Chief Minister Maharashtra. He has represented Government of India in Joint Commissions to several countries. Mr. Bansal is currently working as a consultant with Reliance Industries Ltd.

S. Doreswamy Independent Director

Mr. S. Doreswamy is a B.L. from the University of Mysore and B.Sc. from University of Bangalore. A professional banker with about 35 years of experience, he has been on the Board since 2000. Earlier, he has served as Chairman and Managing Director of Dena Bank and Central Bank of India and ade significant contri tions to their growth and progress. He is currently engaged in corporate and financial cons ltanc r ores a serves on the Boards of several well-known companies.

Branded by passion At CEAT, brand building initiatives extend beyond the need to establish a differentiated identit t re ects the passion ith hich the o pan has i i ed its rand pro ise of tyre safety and control, and wants to make driving across the world safer through better quality tyres and with safe and controlled driving habits.

Enhanced brand focus on UVR category

With special focus on the UVR Category, a new brand campaign was launched in FY 2015 which gave the brand a celebrity face in the form of Actor Irrfan Khan. The new campaign revolved around role of “superstition versus tyre quality” in ensuring road safety. The campaign was well received by the consumers as well as the advertising & marketing fraternity and won one of India’s topmost creative impact awards fies nder the a to o ile and

auto parts category.

Leveraging Bollywood for brand salience

Taking forward its Bollywood connect, built as a branding platform over the last two years, CEAT tied up with three super hit blockbuster movies – “Dhoom3” for CEAT motorcycle tyres, “Singham Returns” and “PIKU” for SUV tyres. he associations ro ght ali e the rand e perience thro gh inno ati e in fil place ents lti edia co pro otions

and licensing tie-ups.

Branding on the small screenCEAT’s travel show titled ‘CEAT MTV Chase – the Monsoon Campaign’ was recognised as the best TV show and was awarded with an Abby’s award and the Indian Telly Award.

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Branded by passion 19

Drive Safe Dad – a campaign with a difference

Cognizant of the role played by children in creating road safety awareness, CEAT undertook a promotion programme with Mumbai kids during the Road Safety Week that began on January 10, 2015. The programme highlighted the need for adopting safety measures while driving to make India’s roads safer. The brand engaged with more than 500 children in Mumbai, across the 5-10-year age group, with the campaign titled – “Drive Safe Dad”. As part of the campaign, CEAT recorded safety messages from the kids that were then relayed to their parents on their mobile phones throughout the Road Safety Week. Apart from sensitising young customers who will later become vehicle users, the campaign served to communicate the message of safe driving to their parents. This campaign won the Gold Abby’s for the best use of mobile technology.

CEAT launched its first motorsports tyre during the CEAT Pune Dirt Bike rac-ing mega event during the year. It also launched a large range of tubeless tyres for the premium and entry levels, and was the first to launch and market tube-less tyres for commuter bikes.

CEAT Tyres got approval from many leading OEMs in passenger and com-mercial category including Maruti (Swift), Honda (Activa 3G), Daimler Benz (Bharat Benz), Hero Motocorp (I-smart) and Bajaj (Discover 150).

Biking to the sports arena

Getting into new vehicles

Leveraging cricket mania for brand outreach

The Company launched CEAT Cricket Gear, comprising bats, helmet, gloves and pads, with product placements in CEAT Shoppes, sports stores and availability on e-commerce sites like Amazon & Flipkart. It also signed cricketing legend Brett Lee as a brand ambassador for CEAT cricket rating. This association was leveraged in online and PR communication to strengthen CEAT’s connect with cricket lovers across the globe.

CEAT also entered into 3-year partnership with Pepsi IPL as a sponsor for “Strategic TimeOut”.This partnership gives CEAT opportunity to reach out to cricket lovers with multi-media impact spanning TV, on-ground and digital activations during the season. Given the cult-like following for the tournament, both in India and abroad, this association provides the Company with a great platform to reach out to its multiple markets, and effectively engaging with the youth

Reaching out to Fleet owners CEAT conducted large-scale fleet meets in association with OEM dealers to build greater equity for its TBR range. It also developed an app-based customer education module for truck / bus segment - a tool for pitching the right product to the customer, as per his application. For truck & bus tyre customers, the Company also launched a revamped driver-training programme - a comprehensive guide to help truck drivers optimise on tyre mileage and fuel efficiency, and hence enhance their earnings.

Connecting with farmers with Tractor meets

Aayushman Tractor Meets were launched in farm tyres segment to engage with farmers to educate them on their operations and to promote CEAT. The programme, backed with a revamped communication module, has been appreciated by the farm community and has now been institutionalised across the country.

The various brand initiatives help CEAT connect with road users, engendering in them increased awareness about the need to promote road safety through use of quality tyres and better driving practices.

Passion for sustained OEM relationships

CEAT’s culture of passion seeps through its entire fabric, extending across its partnerships with OEMs, which play a pivotal role in sustaining the organisation’s motto of safety and control.

The Company is aware that every vehicle is built to serve a particular kind of need. While a sedan is built for comfort and luxury, an SUV is built for rugged terrains. A two-wheeler could be an urban commuter vehicle or a rural cross country mobility option. Each of these vehicles require a different kind of tyre to maintain its utility, as well as the safety and control of the vehicle on the move.

CEAT is committed to serving the OEMs with the exact kind of tyre that they require for a range of vehicles. The organisation’s inherent passion for its

OEM relationships enables it to sustain these bonds with dedication for quality, ser ice and e ficienc he o pan s partnership-based approach for the OEMs goes far beyond the transactional dealings and it works closely with OEMs to develop new products that lend strength and stability to their vehicles and the necessary pitch for their marketing and branding campaign. It’s a mutually enabling relationship as the stringent specifications pro ided by the OEMs help CEAT strengthen its technical capability in delivering products that rank high on performance and safety.

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Passion for sustained OEM relationships 21

The Company sees in its OEM relationships a gateway to replacement de and gi ing c sto ers a first hand experience of the quality and safety of the CEAT brands. Strong OEM presence in any product category helps generate replacement demand, gives access to latest technological development & learning in the industry and enhances the CEAT brand equity. The Company is thus focussed on expanding the ambit of its OEM relationships and increasing the range and categories of its tyres.

In line with this commitment, the Company strengthened its long-standing relationships with leading OEMs during the year. Increase in OEMs in the passenger car segment, entry into new models and emergence as the partner of choice in the Two-Wheeler segment were key developments in this regard.

Development programmes with OEMs resulted in product approvals from many leading OEMs including Honda Motorcycles and Scooters India and Yamaha in two-wheeler tyres, Renault in car radial tyres and Tata Motors in MUV tyres, meeting stringent rolling resistance and grip targets. With these approvals, the Company has augmented its OEM strength as it already has tie-ups with other leading passenger and commercial vehicle manufacturers like Tata Motors, Mahindra & Mahindra, Ashok Leyland, Volvo-Eicher, Maruti Suzuki, Hyundai, Force Motors, as well as two-wheeler manufacturers like Bajaj Auto, Hero MotoCorp, Royal nfield and i i ilarl in ar

equipment segment, CEAT partners with Mahindra & Mahindra, International Tractors, John Deere, TAFE and Escorts.

Driving R&D with passion

Safety and control is a key objective at CEAT and Research and Development (R&D) a means to achieve this objective. The Company’s innovative R&D systems help design tyres suited to perform in the most adverse of conditions, delivering on the platforms of safety and control across all parameters.

Established in 2011, CEAT’s modern state-of-the-art R&D facility at Halol plant has some of the industry-best features that include:

Capability for virtual performance prediction

Advanced indoor and vehicle dynamics testing of tyres

3-dimensional modelling and prototyping

Structural and noise simulations

Reverse engineering, nanotechnology and advanced materials development capabilities etc

.

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Driving R&D with passion 23

The Company’s R&D capabilities are focussed on development of new products & alternate materials, development of green tyres, reduction of tyre weight and material cost and performance improvement of existing compounds, leading to improved durability, tread life, grip, rolling resistance, ride and handling of tyres. The resultant superior design, engineering, material development and process engineering ensure superior safety and control across the complete range of products in the CEAT portfolio to enrich customer experience. All CEAT products are subjected to stringent tests on the road in real-time conditions before they are launched in the market.

The R&D team has several strategic joint development programmes with premium institutes and global vendors to work on projects in nanotechnology and bio-based, hybrid materials.

70The R&D team comprises over 70 talented and innovative members.

Highlights of FY 2014-15

• Launch of new tyres for premium models for Maruti Suzuki and premium UV of Mahindra & Mahindra in car & UV radial tyres and Daimler in truck radial tyres

• Development for ‘CZAR SPORT’, an asymmetric sports tread pattern for ‘cross-over’ vehicles and Motocross tyres for motorcycles resulting in entry into emerging and niche segments

• In Truck & Bus Radials(TBR) segment, durability improvement and development of resistant radial tyre compounds were carried out to meet the demanding conditions in Indian market

• Development of a special TBR for meeting high-heat, high-speed and overload performance was carried out for the Middle East region

100+ new products in FY 2014-15The R&D team introduced 102 new products/variants in FY 2014-15, building on CEAT’s position as a premium innovative player in the OEM market for TW, PC tyres and CV tyres. The Company also introduced additional products in its premium tyre range. Plans are on the anvil to expand the export business by leveraging the strong R&D capabilities to introduce region-specific targeted products.

• Enhanced usage of Product Life Cycle Management (PLM) software resulted in reduction of new product development time and improvement in noise performance level, handling and grip

• Patents were filed and many technical presentation/publications were made at leading forums and journals

CEAT’s basket of innovative and superior products stands testimony to its commitment to the safety and control of vehicles on the road as it surges forward in its progressive journey.

Passionate about social responsibility

Impactful and sustained growth is possible only in a supporting ecosystem. CEAT has embraced social responsibility measures with the same passion and dedication that it shows in achieving business goals. As a responsible corporate driven by the zeal for creating a better world, the Company is consistently investing in promoting the well-being of not only the communities it operates in but the society at large.

To drive “holistic empowerment” of the community, through implementation of sustainable initiatives, which will have maximum societal impact by identifying the critical needs and gaps.

Some of the key CSR initiatives undertaken by the Company include:

Project Netranjali - Preventive Eye Carehe agship progra e as la nched

in FY 2014-15 to work towards preventing avoidable blindness in India. This is a key need as India has the world’s largest blind population (18 Million), with 80% cases of blindness being preventable with early stage interventions.

Employees at CEAT have a strong passion for serving the society through voluntary philanthropic initiatives. CSR activities at CEAT are aimed at building strong community relationships, while partnering India’s social and environmental development. With a partnership approach to create social impact, the Company works closely with individuals, institutions, NGOs and local government bodies. RPG Foundation a non profit organisation is the Company’s implementation partner to create cross-company/NGOs synergies to encourage exchange of CSR ideas, best practices and learning.

The Company engaged Tata Institute of Social Sciences (TISS), National CSR (NCSR) hub to identify social needs and gaps in and around the geographies it operates in. According to the needs identified in its report, the Company for achieving its CSR objectives operates at three tiers of the ecosystem, which it believes encircles its philosophy & values. The Company carries out several CSR

Three different target groups were covered via the Netranjali Camps – school children, slum community/elderly and truckers. With the trucker co nit identified as the ost susceptible to refractive errors, the programme aims to sensitise more truckers pan-India to get their eyes screened and avail early intervention, in case of medical exigencies.

SWAYAM - Women Empowerment and Gender EqualitySWAYAM works towards promotion of Gender Equality and Women’s Empowerment by driving powerful social change in the motor driving/transport industry. Women from less privileged strata are trained in driving skills to enhance their livelihood opportunities as drivers across various sectors like Taxi, School vans, entrepreneurs, etc.

Various linkages have been created for future placement of women drivers. Going forward, the Company aims to implement the programme in 13 locations across the country to drive greater opport nities or sel s ficienc of women.

acti ities notified nder ection o the o panies ct and so e o the projects are in alignment with the United Nations’ Millennium Development Goals (MDGs).

In FY 2014-15, more than 2,000 less privileged women are mobilised from slums and 361 were trained all across Mumbai and Pune for the training. Out of which about 300 are being placed.

In FY 2014-15, 1,44,000 e efici ries ere c ered

in total through eye check-up camps and awareness sessions.

e efici ries ere screened with 3,229 receiving free spectacles.

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Passionate about social responsibility 25

Pehlay Akshar sessions are conducted in government schools during school hours. The sessions are conducted by facilitators who are hired and trained by the project team. Regular trainings and internal evaluations are conducted to maintain the quality of the programme.

PEHLAY AKSHAR - Primary EducationCEAT’s commitment towards quality education is manifested through the support it lends to RPG Group’s PEHLAY AKSHAR, a large-scale programme for Primary Education. The programme aims to enhance the spoken and reading English skills of children so as to enhance their employability, thereby, giving them an equal opportunity for making their lives brighter.

JEEVAN - Community DevelopmentJEEVAN is an integrated community project which focusses on improving all-round quality of life through the provision of clean drinking water, sanitation and overall health & nutrition-based interventions amongst others.

SAKSHAM - Empowerment through self-sufficiencyCEAT empowers youth, particularly women, through skill enhancement courses via its programme – SAKSHAM. The Company is an active member in providing vocational and technical training to youth and women from the less privileged sections of society gearing them towards alternate employment/livelihood opportunities.

PEHLAY AKSHAR operates at all Company locations across India. In FY 2014-15, the Company reached out to 2,580 children across 19 schools in Bhandup, Worli and Halol.

Under the project, nutritional support was provided to 500 school children and 250 adolescent girls. Sessions were also conducted to increase awareness on good health and hygiene practices. Accident victims were rehabilitated by providing them with artificial limbs. Provision of safe and clean drinking water through installation of water purification units was done at 9 Municipal schools reaching out to 8,141 children. Rain water harvesting units were installed in 3 rural communities benefiting 3,850 people.

During FY 2014-15, 447 individuals were trained under the programme in tailoring, embroidery, mobile phone repairing, bag making, etc. 331 persons are now supplementing their household income through joining an existing establishment or by starting their own small enterprises. Additionally, 186 youth were given technical training, 55 women were trained in Patient Care Assistance Programme and 10 children from special groups were given Rehabilitative skilling under this project.

Passion for human relationships

At CEAT, the focus is on consistently making sincere, substantive and sustained efforts towards building an eco-system which promotes the development and advancement of all its employees.

The establishment of institutionalised academies, such as Sales, Manufacturing, Marketing, etc., across different functions is a key initiative to improve operational excellence. These academies are directed by expert coaches who can identify and bridge talent gap, run a system of continuous improvement, and encourage and prepare employees for higher positions.

Initiatives under these academies include the Leadership Development Programme for supervisors; Development Action Plan (DAP) to meet career aspirations of employees and to provide them with a growth path that is transparent and visible; and Coaching Intervention Programme for Managers and Self-training programmes for enhancing competencies and capabilities of employees at various levels.

Well-designed training programmes, consisting of classroom sessions and workshops, are also conducted to strengthen employee engagement.

The Company’s HR function has a MIS system in place, leading to greater e ficienc and etter control rther a 360-degree feedback process helps people managers ensure continuous improvement in the processes and systems.

From FY 2014-15, the Company has started the practice of documentation of all training programmes to ensure effective coverage and no ambiguity in their success and scope.

The Company takes the widest possible view on diversity and ensures that assignments and opportunities for advancement are accessible to everyone. To enrich the quality of life of the workforce, equal importance is given to the development of life skills such as managing stress, self-discipline and con ict resol tions as is given to functional and behavioural development.

Expansion of the physical infrastructure was undertaken across plants during the year to improve health, safety and physical well-being of the employees.

Focussed interventions have enabled the Company to enhance team cohesiveness, productivity and performance. Employees are kept motivated and dedicated through well-laid down policies, HR initiatives and various welfare measures.

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Passion for achievement

Passion for Human Relationships | Passion for achievement 27

CEAT’s passionate drive for achievement has frequently been recognised by different institutions and the Company is a proud recipient of various awards and honours. Awards won during the year include:

Emerging Corporate with best Investor Relations practiceResearchbytes IC Awards 2014

Two awards at this year’s Goa fest (Abbys) - India’s definitive honour that recognises creativity

Gold - Best use of Mobile media for our DriveSafeDad campaign

Bronze - Best use of Social media for CEAT MTV Chase the Monsoon - 2Ad Club Bombay

Amongst top 100 Franchisee Opportunities for CEAT ShoppeFranchise India Publication

Amongst Asia’s Top 100 marketing brandsWorld Consulting and Research Corporation (WCRC)

IMark Recipients Award 2014 for CEATGrippIndian Design Mark Award

Bronze at EFFIES, for UVR (Irrfan campaign) Ad Club Bombay

Board of DirectorsH. V. Goenka (Chairman)

Anant Vardhan Goenka (Managing Director)

Arnab Banerjee (Executive Director - Operations)

Vinay Bansal

A. C. Choksey

Paras K. Chowdhary

S. Doreswamy

Mahesh S. Gupta

Haigreve Khaitan

Punita Lal

Hari L. Mundra

K. R. Podar

Ranjit V. Pandit

Audit CommitteeMahesh S. Gupta (Chairman)

S. Doreswamy (Member)

Hari L. Mundra (Member)

Vinay Bansal (Member)

Stakeholders Relationship CommitteeS. Doreswamy (Chairman)

Paras K. Chowdhary (Member)

Mahesh S. Gupta (Member)

Corporate Information

Nomination and Remuneration CommitteeMahesh S. Gupta (Chairman)

Paras K. Chowdhary (Member)


Corporate Social Responsibility CommitteeAnant Vardhan Goenka (Chairman)



Risk Management CommitteeMahesh S. Gupta (Chairman)




Company SecretaryH. N. Singh Rajpoot

Registered Office:463, Dr. Annie Besant Road, Worli, Mumbai - 400 030

PlantsVillage Road, Bhandup, Mumbai - 400 078

82, MIDC, Industrial Estate, Satpur, Nasik - 422 007

Village Gate Muvala, Halol, Panchmahal, Gujarat - 389 350

Legal AdvisorsMulla & Mulla and Craige, Blunt & Caroe

AuditorsS R B C & Co LLP

Registrar and Share Transfer AgentsTSR Darashaw Limited6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011

BankersAxis Bank Limited

Bank of Baroda

Bank of India

Corporation Bank

EXIM Bank

ICICI Bank Limited

IDBI Bank Limited

State Bank of India

UCO Bank

Yes Bank Limited

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30 Notice

36 Directors’ Report

67 Management Discussion and Analysis

76 Discussion on the Financial Performance

86 Corporate Governance Report

Standalone Financial Statements

102 Independent Auditors’ Report

106 Balance Sheet

107 tate ent o rofit and oss

108 Cash Flow Statement

110 Notes

Consolidated Financial Statements

145 Independent Auditors’ Report

150 Balance Sheet

151 tate ent o rofit and oss

152 Cash Flow Statement

154 Notes

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NO is here gi en that the fi t si th nn al eneral Meeting of the Company will be held at Ravindra Natya

andir eshpande aharashtra ala cade a ani Road, Prabhadevi , Mumbai 400 025, on Wednesday, August 12, 2015 at 3.00 p.m. to transact the following business:

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Financial

Statements including the Consolidated Financial Statements for the year ended March 31, 2015, the Report of the Auditors’ thereon and the Report of the Directors’ for the year ended on that date.

2. To declare dividend on Equity Shares.

o appoint a irector in place o r ari ndra (DIN: 00287029), who retires by rotation and, being eligi le has o ered hi sel or re appoint ent

o consider and i tho ght fit to pass the ollo ing resolution as an Ordinary Resolution:

O p rs ant to the pro isions o ection 139 and other applicable provisions, if any, of the Companies Act, 2013, the appointment of Messrs S R B C

o hartered cco ntants ir egistration No. 324982E) who were appointed as the Statutory Auditors of the Company, in place of the retiring a ditors essrs atli oi ssociates Chartered Accountants, pursuant to the resolution of the

e ers passed at the fi t fi th nn al eneral eeting to hold o fice ro the concl sion o the

fi t fi th nn al eneral eeting ntil the concl sion o the fi t eighth nn al eneral eeting o the

o pan e and is here ratified at the fi t si th Annual General Meeting on such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors.”

SPECIAL BUSINESS o consider and i tho ght fit to pass the ollo ing

resolution as an Ordinary Resolution:

O r an it andit who was appointed as an Additional Director of the Company by the Board of Directors with effect from

arch and ho holds o fice pto the date o the forthcoming Annual General Meeting under Section

o the o panies ct the ct and rticles of Association of the Company, but who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has recei ed a notice in riting nder ection o the ct ro a e er proposing his candidat re or the o fice of Director, be and is hereby appointed as a Director of the Company.

O p rs ant to the pro isions o ections ched le and other applica le provisions of the Act read with the Companies

ppoint ent and alification o irectors les and la se o the isting gree ent entered

into ith the toc changes r an it andit a on ec ti e irector o the

Company, who has submitted a declaration that he meets the criteria for independence as provided in Section

o the ct and ho is eligi le or appoint ent be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold o fice or a ter o fi e consec ti e ears ro the date o the fi t si th nn al eneral eeting o the Company.”

o consider and i tho ght fit to pass ith or itho t odification the ollo ing resol tion as an Ordinar

Resolution:

O p rs ant to ection o the Companies Act, 2013 and the Rules made thereunder incl ding an stat tor odification or re enact ent

thereof) (hereinafter referred to as the Act), the remuneration of ` pees o acs

ent ho sand onl and rei rse ent o o t opoc et e penses at act al pl s applica le ta es or the financial ear ending arch as appro ed the Board of Directors of the Company, to be paid to M/s N. I. Mehta & Co., Cost Accountants, for conducting the audit of the cost records of the Company be and is here ratified and confir ed

o consider and i tho ght fit to pass ith or itho t odification the ollo ing resol tion as pecial

Resolution:

O p rs ant to the pro isions o ection 14 and all other applicable provisions of the Companies ct incl ding an stat tor odification s or

re enact ent thereo or the ti e eing in orce the new set of draft Articles as contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire e cl sion o the reg lations contained in the e isting Articles of Association of the Company.

O the oard o irectors of the Company (including a Committee thereof) or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution.”

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

2. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

Notice

Notice 31

person can act as pro on ehal o the e ers not e ceeding fi t and holding not ore than o the total share capital carrying voting rights. In case, a pro is appointed a e er holding ore than

o the total share capital carr ing oting rights s ch pro shall not act as pro or an other person or member.

4. Members are requested to kindly refer the Chapter on Corporate Governance Report in the Annual Report for the information in respect of appointment/ re appoint ent o irectors nder la se o the isting Agreement. None of the Directors seeking appointment/ re appoint ent hold an e it shares in the o pan

5. None of the Directors seeking appointment/ re appoint ent is related to an e er o the oard o irectors or to an e anagerial ersonnel

he egister o e ers and the hare rans er oo s of the Company shall be closed from Wednesday, August 5, 2015 to Wednesday, August 12, 2015 (both days inclusive).

7. Important notice for Members:

For convenience of the members and for proper conduct of the Meeting, the members are required to deposit the Attendance Slip duly signed at the counter at entry place of the meeting. Members can avail the nomination facility, under Section 72 of the Companies Act, 2013

filing or o ith the o pan lan forms will be supplied on request.

8. Consolidation of Folios:

The members holding shares in the same name or in the same order of names, under different folios, are requested to notify the relevant details of the said holdings to arasha i ited at a i oosa Patrawala Industrial Estate, 20, Dr. E. Moses Road,

ahala i ai or consolidation o their shareholding into a single folio.

9. Change in address:

Members are requested to notify immediately any change in their address:

a) If the shares held in physical form to:

i he o pan at its egistered O fice at i ited r nnie esant oad

Worli, Mumbai 400 030.

OR

(ii) The Registrar and Share Transfer Agents of the Company at the following address:

arasha i ited a i oosa atra ala nd strial state

r oses oad ahala i Mumbai 400 011.

b) If the shares held in demat form to: The respective Depository Participants (DP).

10. Members holding shares in physical form are requested to convert their holdings into dematerialised mode

to avoid loss of shares, quick credit of dividend and fraudulent transactions.

11. Green Initiative:

Members holding shares in dematerialised form are requested to register their email addresses with their DP and members holding shares in physical form are requested to register their email addresses with the Company at [email protected] or with the Registrar and hare rans er gents i arasha i ited

sending duly signed request.

12. To ensure speedy credit of dividend and avoid fraudulent encashment, members are requested to kindly inform their Bank Account Details for payment of dividend through NECS. Forms shall be supplied on request.

ec rities and change oard o ndia has ide circ lar re no o ir dated pril 2007 made the submission of a copy of PAN card of the transferee, mandatory for transfer of shares held in physical form.

14. The Company, after compliance with the due procedure laid do n nder la se o the isting gree ent entered into ith the toc changes has trans erred the shares co ered nder the share certificates hich remain unclaimed by members, to a “Suspense Demat cco nt opened ith e note apitals i ited

Members who wish to claim their equity shares are therefore, requested to write to the Company or to the Registrar and Share Transfer Agents viz. TSR Darashaw i ited along ith re isite doc entar proo to clai

their shares.

15. Pursuant to the provisions of Section 205A of the o panies ct di idend or the financial ear

ended March 31, 2008, which remained unclaimed or unpaid for the period of 7 (seven) years will be transferred to the Investor Education and Protection Fund (IEPF) established under Section 205C of the Companies Act,

e ers ho ha e not encashed their di idend arrant s so ar or the financial ear ended arch

or an s se ent financial ears are re ested to a e their clai s to the o fice o o r egistrar and hare

rans er gents arasha i ited a i Moosa Patrawala Industrial Estate, 20, Dr. E. Moses

oad ahala i ai he di idend or the financial ear ended arch ill e transferred to the aforesaid account on or before August 30, 2015.

oting

Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act and Clause 35B o the isting gree ent entered into ith the toc

changes the o pan is pleased to pro ide the acilit to e ers to e ercise their right to ote electronic eans he e oting period ill co ence at 9.00 a.m. on August 9, 2015 and will end at 5.00 p.m. on August 11, 2015. The Company has appointed

r ari h or ailing hi s ig asa ed o M/s. Parikh & Associates, Practising Company Secretaries, to act as the Scrutinizer, to scrutinize the

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oting and re ote e oting process incl ding the allot Form received from the members who do not have access to the e oting process in a air and transparent anner The members desiring to vote through electronic mode

a re er to the detailed proced re on e oting gi en hereinafter.

e ers ha e an option to ote either thro gh e oting or through physical Ballot Form. If a member has opted or e oting then he she sho ld not ote ph sical allot also and ice ersa o e er in case e ers

cast their ote oth ia ph sical allot and e oting then e oting shall pre ail and oting done thro gh ph sical ballot shall be treated as invalid. The Company has signed an agree ent ith or acilitating e oting

The Scrutinizer shall, immediately after the conclusion o oting at the nn al eneral eeting first co nt the votes cast at the meeting, thereafter unblock the votes cast thro gh re ote e oting in the presence o at least 2 (two) witnesses not in the employment of the Company and make not later than 3 (three) days of conclusion of the meeting, a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman and/or Managing Director or a person authorised by him in writing who shall countersign the same.

The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.ceat.com and on the e site o and co nicated to the toc changes here the shares o the o pan are

listed.

The instructions for members for voting electronically are as under:

The voting period begins at 9.00 a.m. on August 9, 2015 and will end at 5.00 p.m. on August 11, 2015. During this period members of the Company holding shares either in physical form or in dematerialised form, as on the c t o date i e g st a cast their ote electronicall he e oting od le shall e disa led or oting therea ter Once the ote on

i o are a first ti e ser ollo the steps gi en elo

For Members holding shares in Demat Form and Physical Form

PAN nter o r ten digit alpha n eric iss ed nco e a epart ent

Members who have not updated their PAN with the Company/ DP are requested to use the first t o letters o their na e and olio no in the field

In case the folio no. is less than 8 (eight) digits, enter the applicable number of 0’s (Zeros’) e ore the n er a ter the first t o characters o the na e in letters g o r na e is a esh ar and olio no is then enter in the field

Date of Birth OR Date of Incorporation

Enter the Date of Birth as recorded in your demat account or in the Company’s records for the said demat account in dd/mm/yyyy format or enter folio no.

OR Bank Account Number

OR

Enter the Bank Account Number as recorded in your demat account or in the Company’s records for the said demat account or folio no.

Please enter any one of the details in order to login. In case both the details are not recorded with the Depository or the Company, please enter the number of shares held by you as on c t o date in the an cco nt er field

a resolution is cast by the members, the members shall not be allowed to change it subsequently.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the

o pan as on the c t o date o g st A person, whose name is recorded in the register o e ers or in the register o eneficial o ners

aintained the depositories as on the c t o date only shall be entitled to avail the facility of electronic oting re ote e oting oting thro gh allot or as

well as voting at the meeting. The members who have not cast ote thro gh re ote e oting or thro gh allot Form shall be entitled to vote at the meeting.

Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as o the c t o date a login using the procedure provided below.

n case o e ers recei ing e ail

i og on to the e oting e site www.evotingindia.com during the voting period.

ii. Click on “Shareholders” tab.

iii o nter o r ser

a or si teen digits eneficiar ID,

or eight haracter followed by 8 (eight) Digits Client ID,

c) Members holding share in Physical Form should enter Folio Number registered with the Company.

i e t enter the age erification as displa ed and clic on ogin

v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then o r e isting pass ord is to e sed

Notice 33

vii. After entering these details appropriately, clic on ta

viii. Members holding shares in physical form will then reach directly to the Company selection screen. However, members holding shares in de at or ill no reach ass ord Creation’ menu wherein they are required to mandatorily enter their login password in the ne pass ord field indl note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e oting thro gh plat or t is strongl recommended not to share your password with any other person and take utmost care to eep o r pass ord confidential

i or e ers holding shares in ph sical or the details can e sed onl or e oting on the resolutions contained in this Notice.

lic on the or i ited on which you choose to vote.

i On the oting page o ill see O O DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the resolution and option NO implies that you dissent to the resolution.

ii lic on the O O i you wish to view the entire resolution details.

iii ter selecting the resol tion o ha e decided to ote on clic on confir ation o ill e displa ed o ish to confir o r ote clic on O else to change o r ote clic on and accordingl

modify your vote.

i Once o O o r ote on the resolution, you will not be allowed to modify your vote.

o can also ta e o t print o the oting done by you by clicking on “Click here to print” option on the oting page

i de at acco nt holder has orgotten the changed pass ord then enter the ser and the i age erification code and clic on “Forgot Password” and enter the details as prompted by the system.

ii ote or on ndi id al e ers and custodians

on indi id al e ers nstit tional members) (i.e. other than Individuals,

etc are re ired to log on to https://www.evotingindia.com and register themselves as Corporates.

scanned cop o the egistration Form bearing the stamp and sign o the entit sho ld e e ailed to [email protected].

ter recei ing the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

he list o acco nts sho ld e e ailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

lease ollo all steps ro sl no i to sl no ii above to cast vote.

In case you have any queries or issues regarding e oting o a re er the re entl s ed

estions s and e oting an al a aila le at www.evotingindia.com under help section or write an email to [email protected].

17. A copy of this Notice has been placed on the website of the o pan and the e site o

e ers ho do not ha e access to e oting may write to the Company for a Ballot Form. The Ballot Form can also be downloaded from the website of the Company under the investors section. The duly completed Ballot Form shall reach the scrutinizer not later than 5.00 p.m. on August 11, 2015. Ballot Form(s) received after this date will be strictly treated as if the reply from the member has not been received.

nder the thorit o the oard o irectors

Place: Mumbai H. N. Singh Rajpoot Date: May 22, 2015 Company Secretary

i ited

egistered O fice r nnie esant oad

Worli, Mumbai 400 030

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EXPLANATORY STATEMENT pursuant to Section 102 of the Companies Act, 2013 to the accompanying Notice dated May 22, 2015.

1. Item No. 5: r an it andit as appointed as an dditional

Director by the Board of Directors of the Company at its meeting held on March 3, 2015.

r an it andit holds an degree ro the harton chool at the ni ersit o enns l ania

and a degree in lectrical ngineering ro ni ersit o o a ndia e has ser ed as a anaging irector at the eneral tlantic a leading

pri ate e it fir ith o er illion in ested in ndia and illion in ested orld ide rior to this, he has served as Managing Director and Chairman o c inse o pan in ndia hich he oined in the year 198 and as co o nder o c inse ndia practice that as esta lished in e led c inse ndia or ears first as anaging irector et een

and as hair an et een He has also served on a variety of Government and regulatory bodies on policy. He is currently practicing as an Independent Consultant.

The Company has received a notice along with a deposit of ` pees One ac onl as re ired ection o the o panies ct the ct ro a e er proposing r andit or his

appointment as an Independent Director of the Company. Mr. Pandit has consented to act as a Director of the Company and has given a declaration to the Board that he meets the criteria of independence as provided under ection o the ct

n the opinion o the oard r andit lfills the conditions specified in the ct and the les ade thereunder for appointment as Independent Director and he is Independent of the management.

r andit alifies to e an ndependent irector p rs ant to ection and la se o the isting Agreement. Pursuant to Section 149 (10) of the Act,

r andit i appointed shall hold o fice o ndependent irector or a ter o fi e consec ti e ears ith

e ect ro the date o fi t si th nn al eneral eeting

The Board of Directors recommend the resolution at Item No. 5 of the accompanying Notice as an Ordinary Resolution, for appointment of Mr. Pandit as an Independent Director of the Company.

cop o the dra t etter o ppoint ent o r andit setting out the terms and conditions of appointment is available for inspection by the members at the Registered O fice o the o pan

one o the irectors or e anagerial ersonnel o the o pan as their respecti e relati es e cept r andit

himself, is concerned with or interested in the aforesaid resolution.

2. Item No. 6: Pursuant to Section 148 of the Companies Act, 2013

and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, and on recommendation of the Audit Committee, the Board of Directors has at its meeting

Annexure to the Notice

held on May 22, 2015, considered and recommended the appointment of M/s N. I. Mehta & Co., Cost Accountants, to conduct audit of Cost Accounts of the Company at a remuneration of ` pees

o ac ent ho sand onl and rei rse ent o o t o poc et e penses at act al pl s applica le ta es or the financial ear ending arch

The remuneration so recommended by the Audit Committee shall be considered and approved by the

oard o irectors and shall e ratified the e ers of the Company.

The Board of Directors recommend the resolution at te o o the acco pan ing otice as an Ordinar esol tion or ratification o the re neration o ost

Auditors.

one o the irectors or e anagerial ersonnel o the Company or their respective relatives is concerned with or interested in the aforesaid resolution.

3. Item No. 7: The Articles of Association of the Company as currently

in force was originally adopted when the Company as incorporated nder the o panies ct and

further amendments were adopted pursuant to the pro isions nder the o panies ct ro ti e to time, over the past several years.

Substantive changes made through the Companies Act, re ire s ita le changes in the e isting rticles

of Association of the Company. Further, the references to the specific sections o the o panies ct in the e isting rticles o ssociation eing no longer in conformity with the Companies Act, 2013, also require changes.

Accordingly, the Company proposes to approve and adopt a new set of Articles of Association prepared after taking into account all the provisions of the Companies Act, 2013 and Rules made thereunder.

one o the irectors e anagerial ersonnel o the Company/ their relatives are, in any way, concerned or interested financiall or other ise in the pecial Resolution set out at item No. 7 of the Notice.

The Board recommends the Special Resolution set out at item No. 7 of the Notice for approval by the members.

cop o the e isting rticles o ssociation and o the proposed new set of Articles of Association will be open or inspection e ers at the egistered O fice o the Company during normal working hours between

a and p on all or ing da s e cept Saturdays, Sundays and Public Holidays).

nder the thorit o the oard o irectors

Place: Mumbai H. N. Singh Rajpoot Date: May 22, 2015 Company Secretary

i ited

egistered O fice r nnie esant oad

Worli, Mumbai 400 030

Notice 35

CEAT Limited Route Map for the 56th Annual General Meeting

Prominent Landmark: Siddhivinayak Temple

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To,

The Members of CEAT Limited

o r irectors are pleased to present their fi t si th report together ith the dited inancial tate ents or the ear ended March 31, 2015.

FINANCIAL HIGHLIGHTS (` in lacs)

StandaloneFor the year

ended March 31, 2015

or the ear ended March

31, 2014

Revenue from operations (net) and other income 5,62,029.71 5,37,535.11

rofit e ore a ation 44,286.26 37,713.49Provision for: rrent a 13,248.69 8,877.82 hort cess ro ision or earlier ears - e erred a 1,140.18 3,457.45et rofit 29,897.39 25,378.22rpl s ro ght or ard ro pre io s ear 51,937.23 33,287.17

a aila le or ppropriation 81,834.62 58,665.39Appropriations: roposed i idend on it hares 4,045.01 3,664.06 orporate a on roposed i idend 487.66 526.10

– Transfer to General Reserve - 2,538.00alance carried or ard 77,301.95 51,937.23

(` in lacs)

Consolidated

For the year ended March

31, 2015

or the ear ended March

31, 2014

Revenue from operations (net) and other income 5,82,473.31 5,56,797.35

rofit e ore a ation 47,156.83 40,323.47

Provision for:

rrent a 14,433.54 9,629.66

hort cess ro ision or earlier ears - (5.34)

e erred a 1,331.09 3,620.17

et rofit 31,717.98 27,123.50

rpl s ro ght or ard ro pre io s ear 56,597.22 36,288.05

a aila le or ppropriation 88,315.20 63,411.55

Appropriations:

roposed i idend on it hares 4,045.01 3,664.06

orporate a on roposed i idend 487.63 612.27

– Transfer to General Reserve - 2,538.00

alance carried or ard 83,782.56 56,597.22

n the preparation o financial state ents no treat ent di erent ro that prescri ed in an cco nting tandard has een ollo ed

Directors’ Report

Directors’ Report 37

ring the ear nder re ie contin ed to e one o the astest gro ing t re o panies in ndia

On standalone asis o r o pan recorded total inco e of ` acs ith a gro th o o er ` acs o the last fiscal he o pan recorded a net profit o ` acs re ecting a gro th o

o er net profit o ` acs o the last fiscal

On consolidated asis o r o pan recorded net re en e from operations of ` acs ith a gro th o

o er ` acs o the last fiscal he o pan recorded a net profit o ` acs re ecting

a gro th o o er net profit o ` 27,123.50 Lacs of the last fiscal

INDUSTRY UPDATE

he ndian a to o ile ind str aced and contracted de and d ring the ear nder re ie partic larl in co ercial and ar seg ents o e er de and or passenger cars and

heelers ehicles registered a positi e gro th his had a corresponding i pact on the do estic t re ind str as ell

ith the respecti e t re categories atching the de and pattern o the corresponding a to o ile categories

ontraction in de and as e perienced in the ndian e port market also, on account of the increased demand for radial t res eing s pplied other co ntries and corresponding shrin age in de and or ias t res rther the prices realised ro e port ar ets also registered contin ed red ction d e to co petition ro lo cost hinese t res

slo do n in de and ro hina the orld s iggest cons er o r er along ith increased s ppl in ar ets such as Thailand, has kept international rubber prices on a tight leash d ring the ear nder re ie he drop in the cr de oil prices triggered a price decline or the cr de ased ra

aterials as ell his helped the ind str register respecta le argins

STATE OF COMPANY’S AFFAIRS

he o pan contin ed its oc s on de elop ent o ne prod cts and la nched a n er o ne prod cts in

hich incl ded t eless t res or heelers ne si e introd ction or co pact s and o road i ing t res hese prod cts ha e recei ed good responses in their respecti e ar ets and seg ents and contri ted to o the t rno er he o pan has contin ed its oc s on e pansion o dealer and distri tion net or to ens re enhanced and eas a aila ilit o its prod ct range he dealer net or co prises o dealers ith ranchisees hoppes

s and o er distri tors he hoppe net or an e cl si e retail channel o the o pan is no nearing outlets as compared to 125 plus outlets at the end of March

he hoppe has not onl contri ted in i pro ing the rand i age o the o pan t also the sales hich contin ed to sho strong do le digit gro ths he o pan has also la nched the lti rand O tlet and hop in hop concepts hich ai s at i pro ing the prod ct penetration in replace ent ar et ia enhanced prod ct and rand isi ilit across select dealer co nters rther to increase the reach

to replace ent ar et in lo er pop strata the o pan has also e panded its presence in the s r an and r ral areas

ainl or heeler and passenger car t res s a res lt o this distri tion dri e the n er o districts co ered has gone p to ro al ost in last financial ear

he o pan also increased its ad ertising spends and participated in e properties li e ric et orld p

oadies hase the onsoon and ahindra d ent re there i pro ing the prod ct recall in the inds

of end consumers.

ric et eing passion or an in ndia strengthened its association ith the ga e to pro ote its rand i age and e panded its siness to introd ce a ne line o randed cric eting gear

he presence o an e tensi e distri tion net or co ined ith the right i in prod ct port olio and the e tensi e ar eting acti ities d ring the ear nder re ie has helped

the o pan in increasing its ol es in the ore profita le passenger seg ent

or e port ar ets the o pan has de eloped t res tailored to specific e port ar ets rther to oost international presence the o pan has oc ssed its attention in de eloping certain e port ar ets thro gh the liaison o fices set p in ndonesia and iddle ast hese o fices ha e helped the o pan to i pro e sales esta lishing local connect ith the dealers

n the O ar et the o pan has a strong presence hich has had a positi e i pact o er the ears n this ear the o pan has rther strengthened its relationship ith O s ia increased share o siness in passenger car

seg ent entering into ne odels and eco ing the partner o choice across the heeler seg ent he o pan has also added onda cooters otorc cles ndia a aha and

ena lt to its O itt in the c rrent ear he o pan o ld e s ppl ing cooter t res to onda otorc cle radial

t res in pre i odels to a aha and assenger ar t res or the ne l la nched ena lt hese additions ha e considera l enhanced the o pan s isi ilit in the O business.

rther d ring the ear the tea or ed on se eral pro ects to red ce t re eight and aterial cost hich has aided in i pro ing the argins dditionall the tea tied p ith pre i instit tes and glo al endors to or on

pro ects in nanotechnolog and io ased h rid aterials

n i portant ilestone in o r o rne o a er leaner and ealthier or place as the O O

ertifications recei ed o r an act ring plants at hand p ashi alol his has helped s in strengthening

o r processes and o ld aid in reaching o r targeted ero ccidents le els

ring the ear nder re ie the o pan on the ron e a ard at the prestigio s fies or the est ca paign in the categor a to o ile and a to parts t o heelers and a to related also on t o a ards at this ears oa est

s ndia s definiti e hono r that recogni es creati it as a arded il er in the est igital a paign or

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5

Corporate Overview Strategic Review Statutory Reports Financial Statements01-17 18-28 29-101 102-187

the Social Cause and Bronze for Best Digital Campaign in the Experiential Marketing category.

All of the above initiatives have enabled the Company to maintain higher capacity utilisation of 80-90% during FY 2014-15. Further, moderate raw material cost and red ced finance cost ha e helped the o pan in aintaining reasonable margins during the year under review.

DIVIDEND

onsidering the profits or the ear nder re ie and also the capital expenditure requirements of the Company, the Board of Directors are pleased to recommend a dividend of ` 10.00 per equity share of ` 10.00 each (i.e.100 %) for the financial ear ended arch or appro al o e ers

TRANSFER TO RESERVE

Your Directors have proposed not to transfer any sum to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position o the o pan hich ha e occ rred et een the close o the financial ear on arch

to hich the financial state ents relate and the date o this Report.

CAPACITY EXPANSION

The Company has undertaken a capacity expansion of 11,000 Tyres / day in its plant at Halol in the State of Gujarat at an estimated capital outlay of ` 65,000 Lacs to produce passenger radial tyres. Further, the Company proposes to set p a green field pro ect o an initial capacit o res

/ day near Nagpur in the State of Maharashtra at a capital outlay of ` acs to an act re heeler t res The Halol and Nagpur projects are expected to commence co ercial prod ction d ring first hal o the c rrent and ne t fiscal ears respecti el

FUTURE OUTLOOK

The Indian Tyre Industry is expected to register a better growth d ring the fiscal considering the opti istic acroeconomic conditions and projected growth of automobile industry. Passenger car, Motorcycle and Truck/Bus are expected to register a growth of 7 – 9%, while scooter and small commercial vehicles are expected to register double digit growth in coming years. The demand for tractor tyres is dependent on season and is not expected to show any significant gro th in co ing ear

The reduction of prices in key base commodities (like crude) in the second hal o the ear nder re ie is et to e re ected fully. The raw material prices are expected to be stable and may assist tyre manufacturing companies in maintaining operating margins. However, recent regulatory changes viz. increase in basic import customs duty on natural rubber [raised from 20% or ` g hiche er is lo er to or ` g

(whichever is lower)], will have an impact on the raw material procurement costs. To mitigate the impact of the above, the Company’s aim is to improve its product mix further by shifting to ards the ore profita le prod ct categories oc s on e international geographies and increase operational e ficienc through its ‘Total Quality Management’ initiative to counter changes in the operating en iron ent ith a constant oc s on profita le prod ct categories ar et seg ents and e international geographies, CEAT is strategically poised to achie e its ision o eing a ongst the ost profita le t re companies in India by 2016.

SUBSIDIARY COMPANIES

At the end of the year under review, the Company had following four subsidiaries namely, CEAT Speciality Tyres Limited (CSTL) (became subsidiary on December 8, 2014) Mumbai and Rado Tyres Limited, Cochin, (RTL) Associated CEAT Holdings Company (Private) Limited, Colombo, Sri lanka (ACHL), CEAT AKKHAN Limited, Dhakka, Bangladesh (CAL)

OVERSEAS SUBSIDIARIES:

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding co pan in the i ediatel preceding financial year or has generated 20% of the consolidated income of the o pan d ring the pre io s financial ear polic on material subsidiaries has been formulated by the Company and posted on the website of the Company at the link http://www.ceat.com/Investors_intimation.aspx

CEAT SPECIALTY TYRES LIMITED (CSTL)

During the year under review, CSTL became a wholly owned subsidiary of the Company with effect from December 8, 2014. Its business is currently marketing and sale of off-the-road t res hich find application across ind stries incl ding port, construction, mining and agriculture.

RADO TYRES LIMITED (RTL)

RTL works as captive manufacturing facility and supplies its t res onl to the o pan as eing a er old and ine ficient plant, it has encountered a frequent breakdown of its equiptments and therefore could not manufacture tyres at its rated capacity. As such, its could not help the Company to meet event part of its requirement. During the year under review, Rado registered a revenue from operations of ` 1,147.76 lacs as compared to a revenue of ` 957.42 Lacs in a gro th o he net loss or the ear nder re ie has een significantl lo er at ` 22.77 Lacs as

against ` 149.08 lacs for the previous year. RTL continues to supply its entire production to the Company.

report on the per or ance and financial position o each of the Company’s aforesaid subsidiaries is annexed in the prescribed Form AOC-1 to this Report as ‘Annexure –I’

Overseas Subsidiaries:

Details of ACHL and CAL are given below under the heads ‘Joint Ventures in Sri Lanka’ and ‘Joint Venture in Bangladesh’


JOINT VENTURE IN SRI LANKA (ACHL)

the o pan s in est ent ar in ri an a has a oint ent re co pan i elani

oldings o pan ri ate i ited hich operates o ran act ring plants thro gh its holl o ned s sidiaries

in ri an a

ring the ear nder re ie has registered a higher re en e o lacs ` 952.76 lacs) as compared to

acs ` acs in o e er the profit a ter ta has gro n to lacs (` lacs as co pared to lacs (` lacs in he s oint ent re contin es to en o the o erall ar et leadership in all categories o t res in ri an a

has een consistentl pa ing di idends and it has d ring the ear nder re ie paid a di idend o ` 950.60 acs to the o pan

JOINT VENTURE IN BANGLADESH (CAL)

s reported in the pre io s ear the o pan has a oint ent re co pan hich is setting

p a green field acilit or an act re o a to oti e ias t res in angladesh ith initial capacit o per da at an investment of ` acs and is the first a or in est ent or t re an act ring in angladesh

hile the land or the pro ect has alread een p rchased and orders for critical equipment have been placed, the civil

or is c rrentl on hold d e to a ci il case filed the orest epart ent clai ing its title on a s all piece o the said

land hich has een contested the

CONSOLIDATED FINANCIAL STATEMENT

n accordance ith ection o the o panies ct and la se o the isting gree ent entered

into ith the toc changes the onsolidated inancial tate ents o the o pan incl ding the financial details o

all the s sidiar co panies o the o pan or s part o this nn al eport he onsolidated inancial tate ents ha e een prepared in accordance ith the cco nting tandards

iss ed the nstit te o hartered cco ntants o ndia

BUSINESS RISK MANAGEMENT

rs ant to the re ire ent o la se o the isting gree ent the o pan has constit ted a is anage ent

Committee (RMC). The details of this Committee and its terms of reference are set out in the Corporate Governance Report,

hich or s part o this eport

he o pan has a siness is anage ent ra e or to identi ris s and stri e to create transparenc ini i e ad erse i pact on the siness and enhance the o pan s co petiti e ad antage

rs ant to the a oresaid siness ris ra e or the o pan has alread identified the siness ris s and action

plan or itigation o the sa e is alread in place he siness ris and its itigation ha e een dealt ith in the anage ent isc ssion and nal sis section of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiati es nder orporate ocial esponsi ilit and the o pan s ision to dri e holistic

e po er ent o the co nit aro nd the local icinit o o r plants and societ at large the o pan has nderta en ollo ing pro ects in accordance ith polic o the o pan p rs ant to pro isions o ection read ith ched le o the o panies ct

i ision e are ro ect etran ali thro gh o ndation la nched this agship progra e in

to or to ards the ca se o pre enting a oida le lindness in ndia his is a e need in ndia as ndia has the orld s largest lind pop lation ith o cases o lindness eing pre enta le ith

earl stage inter entions hree di erent target gro ps ere co ered ia this pro ect school children sl

co nities and tr c ers n eneficiaries ere co ered in total thro gh e e checp ca ps and a areness sessions eneficiaries ere screened ith recei ing ree spectacles research carried o t d ring the ca ps re ealed that

tr c ers ere the ost lnera le a ongst the gro ps co ered ith o the pop lation o er ears ha ing re racti e errors his can ha e an i pact on their li elihood as ell as o erall road sa et t there ore e imperative to have Netranjali camps for this susceptible co nit

ii o en po er ent ro ect a a his pro ect is or ing on ro otion o ender alit and o en s

po er ent dri ing po er l social change in the otor dri ing transport ind str t ai s to e po er

less pri ileged o en training the in dri ing s ills to enhance their livelihood across various sectors like ta i school ans entreprene rial ent res etc n

ore than less pri ileged o en ere o ilised ro sl co nities and ere

trained all across ai and ne or the training o hich a o t are eing placed in ri adarshini a er ices er a s er a s chool an er ices

On call dri er ser ice in etc

iii ri ar d cation ro ect ehla shar his pro ect is a large scale progra or ri ar d cation ith special oc s on practical nglish spea ing and reading s ills to enhance e plo a ilit there gi ing these children an e al opport nit or a ing their li es righter n the o pan reached o t to

children across schools in hand p orli and alol

i o nit e elop ent ater and aln trition ro ect ee an his is an integrated co nit

de elop ent pro ect hich oc ses on i pro ing all ro nd alit o li e in the areas o clean drin ing

ater sanitation and o erall health and n trition ased inter entions a ongst others n the pro ect reached o t to children and adolescent girls to provide nutrition supplements and a areness sessions

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on health and h giene esides this the pro ect also reached o t to children in schools or pro iding sa e drin ing ater hile also carr ing o t installations o rain har esting str ct res in schools enefiting 3,850 people.

plo a ilit ill e elop ent ro ect a sha his pro ect is a s ill de elop ent progra hich oc ses on alternate li elihoods training econo icall e po ering o en and technical training or o th n the pro ect trained less pri ileged o en and o th ro sl s and r ral co nities

in tailoring e roider o ile phone repairing ag a ing patient care assistance progra e etc as an

alternate livelihood option.

he nn al eport on acti ities in p rs ance o o panies orporate ocial esponsi ilit olic les

is anne ed here ith as ‘Annexure-II’.

The amount of ` acs o t o the andator e pendit re a o nt hich re ained nspent d ring the financial ear has een carried or ard to the ne t financial ear and shall e spent on ongoing

pro ects

VIGIL MECHANISM /WHISTLE BLOWER POLICY

rs ant to ection o the o panies ct and la se o the isting gree ent entered into ith the toc changes the oard has adopted igil echanis

in the or o histle lo er olic to deal ith instances o ra d or is anage ent i an he olic can e accessed at the e site o the o pan at the lin http ceat co n estors inti ation asp

RELATED PARTY TRANSACTIONS

he o pan has de eloped a elated art ransactions polic or p rpose o identification and onitoring o s ch transactions he polic on elated art ransactions as appro ed the oard is ploaded on the o pan s e site

ll elated art ransactions are placed e ore the dit o ittee and also the oard e ers or their appro al here er necessar he related part transactions entered

d ring the financial ear ere on an ar s length asis and ere in the ordinar co rse o siness e cept the contracts

arrange ents or transactions entered into the o pan ith related parties re erred to in s section o ection

o the o panies ct d ring the co rse o siness t hich ere not at ar s length asis he details o the

sa e are anne ed here ith as ‘Annexure-III’ in the prescribed or O

here ere no ateriall significant related part transactions d ring the financial ear

one o the irectors has an pec niar relationships or transactions is is the o pan

SHARE CAPITAL

he paid p e it capital o the o pan as on arch as ` ring the ear nder re ie

the o pan had p rs ant to the special resolution passed

the e ers at the held on epte er and thro gh ostal allot on o e er iss ed and allotted it shares at a price o ` per share aggregating to ` 40,000.00 Lacs (` ort ho sand acs onl to the eligi le in estors a o alified nstit tional lace ent in accordance ith the hapter o the ss e o apital and isclos re e ire ents

eg lations

he said shares ere listed on the i ited and the ational toc change o ndia i ited on December 1, 2014.

onse entl the share capital o the o pan has increased to ` d ring the ear nder re ie

EXTRACT OF ANNUAL RETURN

he details or ing part o the e tract o the nn al et rn in the prescri ed or is anne ed here ith as ‘Annexure-IV’.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

state ent gi ing details o conser ation o energ technolog a sorption oreign e change earnings and o tgo in accordance ith ection o the o panies ct

read ith le o he o panies cco nts les is anne ed hereto as ‘Annexure-V’ and forms part of

this report.

PARTICULARS OF EMPLOYEES

he state ent re ired p rs ant to ection read ith Rule 5 of The Companies (Appointment and Remuneration o anagerial ersonnel les said les in respect o e plo ees o the o pan are re ired to e set o t in this report o e er the second pro iso o the s r le o

le o said les per its the o pan to pro ide the said state ent on specific re est o e er in riting here ore the nn al eport e cl ding the said state ent is eing sent to all the e ers o the o pan and s ch state ent shall be made available to the members on request.

he prescri ed partic lars o e plo ees re ired nder ection 134(3)(q) and Rule 5(1) of the said Rules are attached as ‘Annexure-VI’ and forms part of this report.

FIXED DEPOSITS

o r o pan is eligi le to accept deposits ro the p lic p rs ant to ection o the o panies ct the ct and the Companies (Acceptance of Deposits) Rules, 2014 the les rs ant to the pecial esol tion passed the e ers at the nn al eneral eeting o the o pan

held on epte er the oard o irectors o the o pan appro ed the i ed eposit che e or acceptance

of deposits from members and persons other than members in accordance ith the re ire ents o the ct and the les

rs ant thereto the o pan accepted deposits or an a o nt of ̀ acs d ring the ear nder re ie hich re ained o tstanding as on arch

n accordance ith le o the les the deposits accepted under the Companies Act, 1956 and the Rules made


thereunder (Earlier Deposits the o pan shall contin e to repa s ch arlier eposits and the interest d e thereon or the re aining period in accordance ith the ter s and conditions and period of such Earlier Deposits in compliance of the Act and the les he a o nt o arlier eposits o tstanding as on arch as ` 5,238.00 Lacs.

here ere no de a lts in respect o repa ent o an deposits or pa ent o interest thereon d ring the ear nder re ie he o pan has not accepted an deposits hich are not in

co pliance ith the re ire ents o the ct

he o pan has no o erd e deposits other than the nclai ed deposits as at the end o the ear nder re ie

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

n ter s o ection g the eport o the oard o Directors shall include the details of particulars of Loans,

arantees and n est ents nder ection o the o panies ct granted are gi en in the ote no

and o notes to the inancial tate ents he loans and or ad ances gi en to the e plo ees ear interest at applicable rates.

DIRECTORS

essrs ina ansal ho se ores a ahesh pta aigre e haitan odar and s nita

al ere appointed as ndependent irectors at the nn al eneral eeting held on epte er here pon

the co position o the oard o irectors d l eets the criteria stip lated in ection o the o panies ct

rther r an it andit as appointed as an dditional irector o the o pan the oard o irectors at its eeting held on arch e o ld there ore hold

o fice pto the date o the ens ing r andit alifies to be an Independent Director and his appointment has een reco ended the o ination and e neration o ittee ccordingl it is proposed to appoint r andit

as an ndependent irector or a ter o fi e consec ti e ears ith e ect ro the date o the ens ing o the o pan and he shall not e lia le to retire rotation

ll ndependent irectors ha e gi en declarations that the eet the criteria o independence as laid do n nder ection

149(6) of the Companies Act, 2013 and Clause 49 of the isting gree ent

n accordance ith the o panies ct and rticles o ssociation r ari ndra retires rotation and eing

eligi le o ers hi sel or re appoint ent

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

ll pec niar relationship or transactions o the on ec ti e irectors is is the o pan along ith criteria or s ch

pa ents and disclos res on the re neration o the irectors along ith their shareholding are disclosed in or

hich orms a part of this Report.

KEY MANAGERIAL PERSONNEL

he o pan had in the pre io s ears appointed r nant

ardhan oen a as anaging irector r rna aner ee

as ec ti e irector Operations r a ao arthal r

as hie inancial O ficer and r ingh a poot as

o pan ecretar rs ant to the pro isions o ection

o the o panies ct the are dee ed to ha e

eco e e anagerial ersonnel defined in ection

e pril

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

here are no relationships et een the irectors inter

se e cept r oen a hair an and nant

ardhan oen a anaging irector ho is the son o

r oen a hair an

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Code of Conduct for Independent Directors

specified nder the o panies ct and the re ised

la se o the isting gree ent entered into

ith the toc changes the o pan has ra ed a

a iliarisation progra e or all its ndependent irectors

to a iliari e the on their roles rights and responsi ilities

in the o pan the nat re o the ind str in hich the

o pan operates and its siness odel he a iliarisation

progra e posted on the e site o the o pan at the lin

http ceat co n estors inti ation asp .

POLICY ON APPOINTMENT, TRAINING EVALUATION AND REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

he oard has on the reco endation o the o ination

e neration o ittee ra ed a polic on ppoint ent

raining al ation and e neration o irectors and enior

anage ent ersonnel and their re neration hich

is enclosed as ‘Annexure VII’.

EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

or the p rpose o e al ation the oard finalised a estionnaire

and engaged a third part to cond ct an independent online

confidential s r e sing the said estionnaire he res lts

o the s r e ere then deli erated at oard eeting and

evaluation of the Board, its committees and the Directors

ere appro ed

MEETINGS OF THE BOARD OF DIRECTORS

ring the ear se en oard eetings ere con ened

and held he details o hich are gi en in the orporate

o ernance eport he inter ening gap et een the eetings

as ithin the period prescri ed nder the o panies ct

and la se o the isting greement.

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BOARD COMMITTEES

etailed co position o the andator oard o ittees i Audit Committee, Nomination and Remuneration Committee, ta eholders elationship o ittee and orporate ocial esponsi ilit o ittee is anage ent o ittee and

non andator co ittee i inance an ing o ittee pecial n est ents ro ects o ittee and o ittee

n ers n er o eetings held d ring the ear nder re ie and other related details are set o t in the orporate

o ernance eport hich or s a part o this eport

here ha e een no sit ations here the oard has not accepted an reco endations o the dit o ittee

he o pan has or ed dit o ittee co prising o r ahesh pta ndependent irector r ores a ndependent irector and r ari ndra on

Independent Director) as members.

r ahesh pta has een appointed as the hair an o the Audit Committee.

DIRECTORS’ RESPONSIBILITY STATEMENT

rs ant to ection c o the o panies ct o r irectors to the est o their no ledge and elie a e ollo ing state ents that

i he applica le cco nting tandards ha e een ollo ed in the preparation o the ann al acco nts along ith the proper e planation relating to aterial depart re i an

ii ch acco nting policies ha e een selected and applied consistentl and s ch dge ents and esti ates ha e een ade that are reasona le and pr dent so as to gi e

a tr e and air ie o the state o a airs o the o pan in the alance heet as at arch and the tate ent o rofit and oss or the said financial ear

ended March 31, 2015.

iii roper and s ficient care has een ta en or the aintenance o ade ate acco nting records in

accordance ith the pro isions o the o panies ct or sa eg arding the assets o the o pan and or

pre enting and detecting ra d and other irreg larities

i he ann al acco nts ha e een prepared on a going concern basis.

he proper internal financial controls ere in place and that s ch internal financial controls are ade ate and

ere operating e ecti el

i he s ste s to ens re co pliance ith the pro isions o all applica le la s ere in place and that s ch s ste s

ere ade ate and operating e ecti el

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

n co pliance ith la se o the isting gree ent entered into ith the toc changes separate ection on anage ent isc ssion and nal sis as appro ed the oard o irectors hich incl des details on the state o a airs o the o pan as re ired to e disclosed in the

irectors eport or s part o this nn al eport rther

the Corporate Governance eport d l appro ed the oard o irectors together ith the certificate ro the tat tor

ditors confir ing the co pliance ith the re ire ents o Clause 49 forms part of this Annual Report.

STATUTORY AUDITORS

he e ers o the o pan had at its held on epte er appointed essrs o

as the tat tor ditors or a period o three consec ti e ears ro the concl sion o the fi t fi th to the concl sion o the fi t eight s ect to ratification o their appoint ent e er ear he ha e confir ed that their appoint ent i ratified at the ens ing ill e in co pliance ith ection and o the o panies ct 2013.

INTERNAL AUDITORS

he oard has appointed s as nternal ditors or the period o onths ending on arch nder ection o the o panies ct and the ha e

co pleted the internal a dit as per scope gi en the dit Committee.

SECRETARIAL AUDITORS

he o pan has appointed s ari h and ssociates o pan ecretaries to cond ct the ecretarial dit or the

financial ear ended arch s re ired ection 204 of the Companies Act, 2013 and rules made thereunder, the ecretarial dit eport rnished s ari h and ssociates is anne ed to this report as ‘Annexure-VIII’.

COST AUDITORS

The Board has appointed essrs ehta o ost cco ntants as ost ditors o the o pan or and reco ends ratification o their re neration the

e ers at the ens ing

EXPLANATION AND COMMENTS ON AUDITORS AND SECRETARIAL AUDIT REPORT

here is no alification disclai er reser ation or ad erse re ar ade either the tat tor ditors in ditors

eport or the o pan ecretar in practice ecretarial ditor in ecretarial dit eport

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS INPACTING THE GOING CONCERN STATUS

here are no significant and aterial orders passed the eg lators or o rts or ri nals i pacting the going concern

stat s and o pan s operations in t re

CHANGE IN THE NATURE OF BUSINESS

ring the ear nder re ie there as no change in the nature of the business.

INTERNAL FINANCIAL CONTROL

etails in respect o ade ac on internal financial controls ith re erence to the inancial tate ents are stated in


anage ent isc ssion and nal sis hich or s part o this Report.

HUMAN RESOURCES

contin es to e a people oc sed organi ation contin o sl ilding ne t generation leadership pro oting and de eloping internal talent to eet its long ter ision his ear the o pan increased its in est ents in training

and de elop ent to s stantiall de elop high potential e plo ees and technical capa ilities

he o pan has entered in to long ter age settle ents ith its internal nion s stantiall i pro ing la o r relations

he o pan has een persistent on achie ing process and alit e cellence ilding internal acade ies and in ol ing

e plo ees at the grassroot le el in contin o s i pro e ent thro gh otal alit anage ent initiati es

DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

n accordance ith the pro isions o the e al arass ent o o en at the or place re ention rohi ition and Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints. ICC has not received an co plaints d ring the ear nder re ie

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contin ed s pport and co operation recei ed ro the e plo ees c sto ers s ppliers dealers financial instit tions an s and e ers to ards cond cting the business of the o pan d ring the ear nder re ie

On behalf of the Board of Directors

H. V. GoenkaChairman

Place: Mumbai ate a

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Annexure-I

Form AOC-1

rs t t first r is t s secti f ecti re d it r e f ies cc ts R es 2014)

tate ent containing salient eat res o the financial state ent o s sidiaries associate co panies oint ent res

Part “A”: Subsidiaries

n or ation in respect o each s sidiar to e presented ith a o nts in ` Lacs)

1. Sl No. 1 2 3 4

2. e f t e s sidi r Associated CEAT Holdings Company (Pvt.) Limited

CEAT AKKhan Limited

CEAT Speciality Tyres Limited

Rado Tyres Limited (RTL)

3. eporting period or the s sidiar concerned i di erent ro the holding co pan s reporting period

ni or reporting period




4 eporting c rrenc and change rate as on the

last date of the relevant inancial ear in the case o oreign s sidiaries

0.4705

BDT

0.8050

INR

Not applicable

INR

Not applicable

5. hare capital 470.50 12,075.00 5.00 643.16

6. eser es s rpl s 11,140.42 (1,621.90) (31.57) (325.90)

7. Total assets 16,864.93 13,145.27 1,311.83 820.21

8. Total Liabilities 5,254.02 2,692.17 1,338.40 502.95

9. Investments

10. Turnover 22047.03 4,429.25 0.06 1,147.76

11. rofit e ore ta ation 4610.58 (755.80) (31.40) (22.77)

12. ro ision or ta ation 1077.83 298.69 (0.75) 0

13. rofit a ter ta ation 3532.74 (1,054.49) (30.65) (22.77)

14. Proposed Dividend 952.76 0 0 0

15. o shareholding

a es o s sidiaries hich are et to co ence operations pecialt res i ited

a es o s sidiaries hich ha e een li idated or sold d ring the ear ot pplica le


Part “B”: Associates and Joint Ventures - Not Applicable

tate ent p rs ant to ection o the o panies ct related to ssociate o panies and oint ent res

e f ss ci tes i t e t res Name 1 Name 2 Name 3

1. Latest audited Balance sheet Date

2. hares o ssociate oint ent res held the co pan on the ear end

No.

o nt o n est ent in ssociates oint ent re

tent o holding

3. escription o ho there is a significant in ence

4. eason the associate oint ent re is not consolidated

5. et orth attri ta le to hareholding as per latest a dited alance heet

6. rofit oss or the ear

i. Considered in Consolidation

ii. Not Considered in Consolidation

a es o associates or oint ent res hich are et to co ence operations

a es o associates or oint ent res hich ha e een li idated or sold d ring the ear

Subba Rao Amarthaluruhie inancial O ficer

H. V. GoenkaChairman

Anant Vardhan Goenkaanaging irector

H.N.Singh Rajpooto pan ecretar

Mahesh S. Guptahair an dit o ittee

Place : Mumbai

ate a

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Annexure -II

ANNUAL REPORT ON CSR ACTIVITIES

rie o tline o the o pan s polic incl ding o er ie o pro ects or progra s proposed to e nderta en and a re erence to the e lin to the polic and pro ects or progra s

he oard o irectors o the o pan appro ed the olic ith ai and o ect to fight h nger po ert and aln trition pro ote ed cation e plo ent health care gender e alit ral e elop ent and sanitation etc as

e odied in ched le o the o panies ct he o pan has nderta en acti ities as acti ities ithin the polic o the o pan partic larl

i radicating h nger po ert and aln trition pro oting pre enti e health care and sanitation and a ing a aila le sa e drin ing ater

ii ro oting ed cation incl ding special ed cation and e plo ent enhancing ocation s ills especiall a ong children o en elderl and the di erentl a led and li elihood enhance ent pro ects

iii ro oting gender e alit e po ering o en setting p ho es and hostels or o en and orphans setting p old age ho es da care centres and s ch other acilities or senior citi ens and eas res or red cing ine alities aced

sociall and econo icall ac ard gro ps

i ns ring en iron ental s staina ilit ecological alance protection o ora and a na ani al el are agro orestr conser ation o nat ral reso rces and aintaining alit o soil air and ater

e lin http ceat co n estors inti ation asp

he o position o the o ittee

r nant ardhan oen a hair an anaging irector

r ina ansal ndependent irector

r ari ndra on ec ti e on ndependent irector

erage net profit o the co pan or last three financial ears ` 20,079.32 Lacs

Sr. t ti f r fit f r R Amount (` in lacs) Amount (` in lacs)

1. et profit as per section

2,593.10

17,513.86

40,131.00 60,237.96

2. erage et rofit o last ears 20,079.32

3. nds to e allocated or 401.58

rescri ed pendit re t o percent o the a o nt as in ite a o e ` 402.00 Lacs

etails o spent d ring the financial ear

a otal a o nt spent or the financial ear ` 323.66 Lacs

Amount (` in lacs)

irectl the o pan : 19.93

hro gh o ndation : 303.73

Total 323.66


o nt nspent ` 77.35 Lacs

c anner in hich the a o nt spent d ring the financial ear is detailed elo

Sr. CSR project or activity ide tified

ect r i ic the project is covered

Project Location (Area/District and State)

Amount Outlay (Budget) Project or Programs Wise

Amount Spent on the project or programs

Cumulative Expenditure upto reporting period

Amount spent: Direct(D) or through implementing agency (IA)*

` In Lacs ` In Lacs ` In Lacs ` In Lacs

(1) (2) (3) (4) (5) (6) (7) (8)

1 ehla shar ri ar d cation Bhandup, ai

asi alol

150.00 65.21 65.21

2 a a o en po er ent

ai 65.00 61.82 61.82

3 a sha plo a ilit ill Development:

Bhandup, ai

asi alol

41.00 47.34 47.34

4 Netranjali e are asi 70.00 58.36 58.36

5 ee an o nit Development

Bhandup, ai

48.00 54.18 54.18

6 Admin. penses

27.00 23.94 23.94

401.00 310.85 310.85 310.85

o ndation

Note: The unspent amount is ` 12.81 Lacs out of the contribution of ` acs ade to o ndation or acti ities hich has not een incl ded in the total a o nt spent on the pro ect or progra s sho n a o e in col n no

acti ities are i ple ented and onitored in co pliance ith o ecti es and olic o the o pan

For CEAT Limited

Anant Vardhan Goenkahair an o o ittee

(DIN: 02089850)

Hari L. Mundrae er o ittee

(DIN: 00287029)

Vinay Bansale er o ittee

(DIN: 01674284)

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Annexure-III

Form No. AOC-2

rs ant to cla se h o s section o section o the ct and le o the o panies cco nts les

or or disclos re o partic lars o contracts arrange ents entered into the co pan ith related parties re erred to in ssection o ection o the o panies ct incl ding certain ar s length transactions nder third pro iso thereto

etails o contracts or arrange ents or transactions not at ar s length asis

(a) (b) (c) (d) (e) (f) g (h)

Sr. e s f the related party and

t re f relationship

t re f contracts arrangements transactions

r ti f the contracts / arrangements/transactions

ie t ter s f the contracts or arrangements or transactions including the

e if

(` in Lacs)

stific ti f r e teri g into such contracts or arrangements or transactions

date(s) f

approval by the Board

Amount paid as advances, if :

Date on ic t e

special resolution

s ssed in general meeting as required u/s 188

1 Associated CEAT

oldings o pan

Private Limited

and CEAT

han Limited

holl o ned

sidiaries

Technical Development ees recei ed ro oint ent re

Companies in ri an a and angladesh

` 200

` 200

ees recei ed are based on the technolog agree ent echnical

e elop ent ees recei ed or the in ho se technical developments are charged as per echnolog gree ents

signed ith the oint ent re o panies

and are determined considering the cost o s ch in ho se technical de elop ents or hich

ote ro e ternal parties are not available.

e

5, 2015

N. A. N. A.

2 Associated CEAT

oldings o pan

Private Limited

holl o ned

sidiar

Imports from joint venture companies in ri an a

companies).

` 3600

` 4500

he t res ro ri an a o panies

are imported at a price or la agreed to et een the t o joint venture partners and are arrived at after considering cost fi ed ar p ence the a not al a s compare to the prices o the other so rcing parties partic larl ro Chinese manufacturers. hese rates eing

contract al o ligation o the o pan are ll

stified

e 2015

N. A. N. A.

etails o aterial contracts or arrange ent or transactions at ar s length asis

Sr. e s f the related party and

t re f relationship

t re f contracts/arrangements/transactions

r ti f the contracts / arrangements/transactions

ie t ter s f the contracts or arrangements or transactions including the

e if

te s f r t e rd if

t id s d ces if :

NOT APPLICABLE

On behalf of the Board of Directors

H. V. Goenka

Chairman


Annexure-IV

Form MGT-9

EXTRACT OF ANNUAL RETURN

s on the financial ear ended on arch

rs ant to ection o the o panies ct and r le o the o panies anage ent and d inistration les

I. REGISTRATION AND OTHER DETAILS

i. CIN

ii. egistration ate 10th March, 1958

iii. a e o the o pan CEAT Limited

iv. ategor ategor o the o pan o pan ha ing hare apital

v. ddress o the egistered o fice and contact details 463,

Dr. Annie Besant Road,

orli ai

el o

a

ail in estors ceat in

e ceat co

vi. hether listed o pan es

vii. a e ddress and ontact details o egistrar and rans er gent i an

arasha i ited

a i oosa atra ala nd strial state 20, Dr. E. Moses Road,

ahala i ai

ail csg nit tsrdarasha co

e tsrdarasha co

el a

II. PRINCIPAL BUSINESS ACTIVATES OF THE COMPANY

ll the siness acti ities contri ting or ore o the total t rno er o the co pan shall e stated

Sr. No.

e d escri ti f i r d ctsservices

de f t e r d ctservice

t t t t r er f t e Company

1 an act ring and sale o a to oti e res t es and aps

22111

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sr. No

Name and ddress f t e

Company

CIN/GLN Holding/Subsidiary/Associate

f s res held

Applicable Section

1 Associated CEAT oldings o

(Private) Limited

oreign o pan sidiar o pan

2(87)

2 han i ited oreign o pan sidiar o pan

2(87)

3 pecialt res i ited

sidiar o pan

2(87)

4 ado res td sidiar o pan

2(87)

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R O R it re it re s erce t ge Of t it

i teg r ise re di g

teg r f Shareholders

f res e d t t e egi i g f t e e r i e 01.04.2014

f res e d t t e e d f t e e r i e % Change during the

yearDemat Physical Total f t

SharesDemat Physical Total f t

Shares

A. Promoters

(a) ndi id als ind ndi ided a il 1,48,118 0 1,48,118 0.41 1,48,118 0 1,48,118 0.37

(b) Central o ern ent tate

Governments(s) 0 0 0 0.00 0 0 0 0.00 0.00

(c) Bodies Corporate 1,86,03,272 0 1,86,03,272 51.74 1,86,03,272 0 1,86,03,272 45.99

(d) inancial nstit tions an s 0 0 0 0.00 0 0 0 0.00 0.00

(e) n Other speci

Sub-Total (A) (1) 1,87,51,390 0 1,87,51,390 52.15 1,87,51,390 0 1,87,51,390 46.36 5.80

(2) Foreign

(a) Individuals on esident

ndi id als oreign Individuals) 0 0 0 0.00 0 0 0 0.00 0.00

(b) Bodies Corporate 0 17,82,348 17,82,348 4.96 0 17,82,348 17,82,348 4.41

(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00

(d) alified oreign Investor 0 0 0 0.00 0 0 0 0.00 0.00

(e)

n Other speci

Sub-Total (A) (2) 0 17,82,348 17,82,348 4.96 0 17,82,348 17,82,348 4.41 -0.55

Total Shareholding f r ter d

Promoter Group (A) 1,87,51,390 17,82,348 2,05,33,738 57.11 1,87,51,390 17,82,348 2,05,33,738 50.76 -6.35

(B) Public Shareholding

(1) Institutions

(a) t al nds 14,26,618 12,550 14,39,168 4.00 20,89,579 12,550 21,02,129 5.20 1.19

(b) inancial nstit tions an s 7,332 5,113 12,445 0.03 17,105 5,113 22,218 0.05 0.02

(c) Cental Government tate Governments(s) 0 9,700 9,700 0.03 0 9,700 9,700 0.02 0.00

(d) ent re apital nds 0 0 0 0.00 0 0 0 0.00 0.00

(e)

Insurance Companies 8,10,911 75 8,10,986 2.26 9,78,911 75 9,78,986 2.42 0.16

(f) oreign nstit tional Investors 31,85,834 7,610 31,93,444 8.88 90,06,388 7,610 90,13,998 22.28 13.40

g oreign ent re Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00

(h) alified oreign Investor 0 0 0 0.00 0 0 0 0.00 0.00

(i) oreign ort olio Investors (Corporate) 0 0 0 0.00 0 0 0 0.00 0.00

(j) n Other speci

Sub-Total (B) (1) 54,30,695 35,048 54,65,743 15.20 1,20,91,983 35,048 1,21,27,031 29.98 14.78


teg r f Shareholders

f res e d t t e egi i g f t e e r i e 01.04.2014

f res e d t t e e d f t e e r i e % Change during the

yearDemat Physical Total f t

SharesDemat Physical Total f t

Shares

(2) Non-Institutions

(a) Bodies Corporate 30,72,581 21,994 30,94,575 8.61 15,06,594 21,893 15,28,487 3.78

(b) ndi id als

i Individual shareholders holding nominal share capital upto ` 1 lakh 42,29,870 742,728 49,72,598 13.83 38,74,444 6,97,345 45,71,789 11.30

ii Individual shareholders holding nominal share capital in e cess o ` 1 lakh 17,31,497 0 17,31,497 4.82 9,17,722 0 9,17,722 2.27

(c) alified oreign Investor 0 0 0 0.00 0 0 0 0.00 0.00

i oreign ort olio Investors (Corporate) 0 0 0 0.00 6,25,012 0 6,25,012 1.55 1.55

(d) n Other 0 0 0 0.00 0 0 0 0.00 0.00

i Trusts 3,604 0 3,604 0.01 3,855 0 3,855 0.01 0.00

ii nclai ed ec rities spense

Account 1,40,918 0 1,40,918 0.39 1,39,421 0 1,39,421 0.34

iii irector relati es 13,000 13,000 0.04 3,000 3,000 0.01

iv oreign o panies 0 37 37 0.00 0 37 37 0.00 0.00

Sub-total (B) (2) 91,91,470 7,64,759 99,56,229 27.69 70,70,048 7,19,275 77,89,323 19.26 -8.43

Total Public Shareholding (B) = (B)(1)+(B)(2) 1,46,22,165 7,99,807 1,54,21,972 42.89 1,91,62,031 7,54,323 1,99,16,354 49.24 6.35

TOTAL (A)+(B) 3,33,73,555 25,82,155 3,59,55,710 100.00 3,79,13,421 25,36,671 4,04,50,092 100.00 0.00

(C) hares held Custodians and against hich

epositor eceipts have been issued 0 0 0 0.00 0 0 0 0.00 0.00

GRAND TOTAL (A)+(B)+(C) 3,33,73,555 25,82,155 3,59,55,710 100.00 3,79,13,421 2,536,671 4,04,50,092 100.00 0.00

ii re di g f r ters

Sr no

Shareholder’s Name re di g t t e egi i g f t e e r 01.04.2014

re di g t t e e d f t e e r 31.03.2015

f res f t t Shares

f t e company

f res Pledged/

encumbered to total shares

f Shares

f t t Shares

f t e company

f res Pledged/

encumbered to total shares

% change in shareholding

during the year

1 Chattarpati Investments

Limited 2,75,876 0.77 0.00 2,75,876 0.68 0.00 0.09

2 nstant oldings i ited 1,15,10,812 32.01 0.00 1,15,10,812 28.46 0.00 3.56

3 ociete eat

n estisse enten sie 17,82,348 4.96 0.00 17,82,348 4.41 0.00 0.55

4 tel oldings i ited 13,72,835 3.82 0.00 13,72,835 3.39 0.00 0.42

5 it ec rities i ited 9,59,125 2.67 0.00 9,59,125 2.37 0.00 0.30

6 allo ssociates 44,84,624 12.47 0.00 44,84,624 11.09 0.00 1.39

7 r oen a 1,33,933 0.37 0.00 1,33,933 0.33 0.00 0.04

8 r nant ardhan oen a 14,185 0.04 0.00 14,185 0.04 0.00 0.00

2,05,33,738 57.11 0.00 2,05,33,738 50.76 0.00 6.35

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iii ge i r ters re di g e se s ecif if t ere is c ge

Sr no

Shareholding at the egi i g f t e e r

Cumulative Shareholding during the year

f res f t t shares f t e

Company

f res f t t shares f t e

Company

1. t t e egi i g f t e e r

Chattarpati Investments Limited 2,75,876 0.77 2,75,876 0.68

nstant oldings i ited 1,15,10,812 32.01 1,15,10,812 28.46

ociete eat n estisse enten sie 17,82,348 4.96 17,82,348 4.41

tel oldings i ited 13,72,835 3.82 13,72,835 3.39

it ec rities i ited 9,59,125 2.67 9,59,125 2.37

allo ssociates lp 44,84,624 12.47 44,84,624 11.09

r oen a 1,33,933 0.37 1,33,933 0.33

r nant ardhan oen a 14,185 0.04 14,185 0.04

2,05,33,738 57.11 2,05,33,738 50.76

2. te ise cre se ecre se i r ters re di g d ri g t e e r s ecif i g t e

re s s f r cre se decre se e g t e ttr sfer s s e t e it etc :

ere ere tr s cti s d ri g t e e r t er r ters di g red ced t fr d e t t e t f

it s res t t e e igi e i est rs f ified stit ti ce e t i cc rd ce it t e ter

f t e ss e f it d isc s re Re ire e ts Regulations, 2009.

3. t t e e d f t e e r

Chattarpati Investments Limited 2,75,876 0.68 2,75,876 0.68

nstant oldings i ited 1,15,10,812 28.46 1,15,10,812 28.46

ociete eat n estisse enten sie 17,82,348 4.41 17,82,348 4.41

tel oldings i ited 13,72,835 3.39 13,72,835 3.39

it ec rities i ited 9,59,125 2.37 9,59,125 2.37

allo ssociates lp 44,84,624 11.09 44,84,624 11.09

r oen a 1,33,933 0.33 1,33,933 0.33

r nant ardhan oen a 14,185 0.04 14,185 0.04

2,05,33,738 50.76 2,05,33,738 50.76


iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and holders of GDRs and ADRs)

Sr. No.

For each of the top 10 Shareholders Shareholding at the beginning of the year

Shareholding at the end of the year

No. of shares

% of total shares of the

Company

No. of shares

% of total shares of the

Company

1 KOTAK MAHINDRA (INTERNATIONAL) LIMITED 0 0.00 25,15,700 6.22

2 TIAA-CREF INSTITUTIONAL MUTUAL FUNDS-INTERNATIONAL EQUITY FUND 0 0.00 21,60,298 5.34

3 UTI-EQUITY TAX SAVINGS PLAN 5,95,075 1.66 15,42,130 3.81

4 MORGAN STANLEY ASIA (SINGAPORE) PTE. 4,53,858 1.26 7,82,650 1.93

5 DSP BLACKROCK MICRO CAP FUND 0 0.00 5,21,401 1.29

6 THE NEW INDIA ASSURANCE COMPANY LIMITED 4,15,873 1.16 4,15,873 1.03

7 GENERAL INSURANCE CORPORATION OF INDIA 3,95,038 1.10 3,95,038 0.98

8 THE WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST, OPPORTUNISTIC EQUITY PORTFOLIO 0 0.00 3,73,760 0.92

9 CAUSEWAY EMERGING MARKETS FUND 0 0.00 3,25,959 0.81

10 MANULIFE GLOBAL FUND ASIAN SMALL CAP EQUITY FUND 4,46,895 1.24 3,00,555 0.74

Note: The shares of the Company are traded on daily basis.Hence the date wise increase/ decrease in the shareholding of the above shareholders is consolidated based on the Permanent Account Number (PAN) of the shareholder.

v) Shareholding of Directors and Key Managerial Personnel:

Name : Mr. Paras K. Chowdhary, Director

Sr. No.

Shareholding at the Beginning of the year

Cumulative Shareholding during the year

For each of the Directors and KMP No. of Shares % of total shares of the

Company

No. of Shares % of total shares of the

Company

1 At the beginning of the year 01-Apr-2014 3000 0.01 3000 0.01

2 Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for Increase/decrease (e.g allotment/transfer/bonus/sweat equity etc) : Nil - - -

3 At the end of the year 31-Mar-2015 3000 0.01 3000 0.01

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Note:

i o other irector hold shares in the o pan e cept r arsh oen a on ec ti e irector and r nant oen a anaging irector are also pro oters o the o pan and hose holding has een gi en in pro oter

holding col n o this or

ii r a ao O and r ingh a poot o pan ecretar e anagerial ersonnel do not hold an share o the o pan in their o n na e

V) INDEBTEDNESS nde tedness o the o pan incl ding interest o tstanding accr ed t not d e or pa ent

Secured Loans excluding deposits

Unsecured loans

Deposits Total Indebtedness

de ted ess t t e egi i g f t e i ci e ri) Principal Amount 92,310.65 13,564.20 9,141.11 1,15,015.96ii) Interest due but not paid 0.00 0.00 0.00 0.00iii) Interest accrued but not due 171.72 154.08 631.05 956.86Total (i+ii+iii) 92,482.37 13,718.29 9,772.16 1,15,972.82Change in Indebtedness during the Financial year ddition ncl des onl rincipal 1,08,785.08 11,667.84 2,461.49 1,22,914.41 ed ction ncl des onl rincipal (1,38,899.34) (19,257.82) (3,903.11) (1,62,060.26)et hanges (30,114.26) (7,589.98) (1,441.62) (39,145.86)

i) Principal Amount 62,196.39 5,974.23 3,903.11 72,073.73ii) Interest due but not paid 0.00 0.00 0.00 0.00iii) Interest accrued but not paid 86.36 46.06 503.35 635.78Total (i +ii +iii) 62,282.75 6,020.29 4,406.46 72,709.51

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole- time Directors and/or Manager

SI No.

rtic rs f Re er ti Mr. Anant Vardhan

Goenka, MD

Mr. Arnab Banerjee, Executive

Director

Total Amount

1 ross alar a) alar as per pro isions contained in ection o

the nco e a ct 2,90,80,800 2,01,86,716 4,92,67,516 al e o per isites s nco e ta ct 24,34,164 28,800 24,62,964

c rofits in lie o salar nder section nco e ta Act, 1961

2 toc Option3 eat it4 Commission

s o profit

Others speci5 Other please speci 19,40,951 7,97,343 27,38,294

Total (A) 3,34,55,915 2,10,12,859 5,44,68,774eiling as per the ct 46,51,61,717


B.

Rem

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atio

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oth

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Part

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Direc

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Tota

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Mr.

Mah

esh

S. G

upta

Mr.

S.

Dor

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Mr.

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e K

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r. A

. C

. C

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. R

. Po

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Mr.

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Mrs

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Inde

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Dire

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gs5,6

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6,6

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3,0

0,0

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3,0

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2,4

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4,8

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4,5

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2,4

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32

,45

,00

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· C

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00

5,0

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5,0

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5,0

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5,0

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5,0

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4,6

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--

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,00

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1,6

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8,0

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9,1

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67,0

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,00

04,

31,0

0,00

01

8,0

0,0

00

8,0

0,0

00

7,4

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00

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,05,

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Act

, 2013.

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C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No. rtic rs f Re er ti Key Managerial Personnel

1 ross alar r a Rao A. O

r ingh a poot

o pan ecretar

Total

a) alar as per pro isions contained in ection o the nco e a ct 3,33,33,831 66,85,561 4,00,19,392

b) al e o per isites s nco e ta ct 21,600 21,600

c) rofits in lie o salar nder ection nco e ta ct 1961

2 toc Option

3 eat it

4 Commission

s o profit

Others speci

5 Other please speci 13,70,173 5,86,169 19,56,342

Total (A) 3,47,04,004 72,93,330 4,19,97,334

VII) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type ecti f t e Companies Act

rief Description

et i s f e t punishment/

di g fees imposed

Authority [RD/ NCLT/COURT]

e de if any(give Details)

A. Company

enalt Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

o po nding Nil Nil Nil Nil Nil

B. Directors




Ot er fficers i ef t





Annexure-V

ANNEXURE TO THE DIRECTORS’ REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO[Pursuant to Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

CONSERVATION OF ENERGY

(a) The Company continued to give major emphasis on conservation of energy, and the measures taken during the previous years were continued. The efficiency of energy utilization in each manufacturing unit is monitored at the corporate level every quarter, in order to achieve effective conservation of energy. The significant energy conservation measures during the year were:

• Valve module change in curing presses for thermal energy saving.

• Replacement of inefficient slip ring motor with AC induction motor & drive for mixer.

• Replacement of inefficient high steam consumption VAM chillar.

• Replacement of POP insulation of pipeline to prevent losses to atmosphere.

• Combined bead fillering and flippering machine (two operations combined to one operation) reducing power consumption.

• Main drain header replacement to prevent thermal losses.

• Installation of magnetic induction lamps which are energy efficient and high life.

• Energy efficient hot water pumps.

• Installation of energy efficient instrument air screw compressor with VFD.

• Replacement of air line from size 3” to 4” and stopping of one PCI compressor.

• Installed energy efficient hot water booster pump and stopped one pump.

• Installed energy efficient pump for boiler feed water to save power.

• Installed economiser to boiler.

• Replaced economiser and Buyd heating surface to other boiler.

• Replaced old hydraulic pumps with energy efficient pumps.

• Optimization of cooling water and chilled water flow at VAM.

• Change in compressor loading pattern by change in sequence of operation of plant air compressor.

• HP air leakage arrested and optimized HP air compressor pressure from 10.5kg/cm2 to 10.3/kgcm2.

• Optimization of heating effect at dehumidifier with maintaining customer specification by automation pannel.

• Installation of energy efficient boiler feed water system.

• Installation of energy efficient pumps at cooling tower.

• Boiler fan optimization by VFD trim (VFD run from 47 Hz to 42 Hz).

• Installation of energy efficient electrical power drive chiller in place of steam drive chiller.

• ETP/STP automation for level based operation.

(b) Additional investments / Proposals for reduction of Consumption of energy.

• Replacement of reciprocating compressors with energy efficient screw compressors.

• Installing timers for tea-tables and isolated areas fans.

• Non conventional insulation of dome for curing presses to prevent thermal loss.

• Installation of magnetic induction lamps which are energy efficient and high life.

• Enhancement in capacity of 7kg air receiver to conserve air compressor power.

• Installation of 7kg process air compressor with VFD.

• Installation of higher capacity ID fans for boiler.

• Replacement of vapor absorption machine with vapor compressor machine for chilled water generation.

• Curing presses hose insulation.

• Replacement of high bay & tube road lights with energy efficient lighting system.

• Multi VFD system for hydraulic system.

• Optimization of instrument air pressure from 5.2 kg/cm2 to 4.5 kg/cm2

• Identification of vacuum leakage points & correction.

• Dedicated instrument air compressor for instrument air.

• Shutting of process water at duplex holding mill, feed mill & 4 roll cooling drum, chiller.

• Replacement of inefficient slip ring motor with AC induction motor & drive for other mixer.

• Insulating pads fixing for curing platen presses.

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FORM A A. POWER & FUEL CONSUMPTION (` in lacs)

2014-15

lectricit a) Purchased nits 11,90,01,415 12,50,69,947 Total Amount (` in Lacs) 7,840.53 8548.18 Rate Per unit (`) 6.59 6.83 O n generation i hro gh diesel generator nits 65,649 1,96,290 nits per itre o diesel oil 1.42 2.19 Cost per unit (`) 58.92 31.312. Briquettes antit onnes 54,142 55,214 Total Cost (` in Lacs) 3,802.60 3,834.1 erage ate ` per g 7.02 6.94

rnance Oil antit trs 1609 2,009 Total Cost (` in Lacs) 685.69 902.26 erage ate ` per Litre) 42.63 44.904. Coal antit 434 938 Total Cost (` in Lacs) 27.09 68.79

erage ate ` per Litre) 6.24 7.34 Other nternal eneration and other gases

antit 89,00,584 94,69,623 Total Cost (` in Lacs) 3742.29 3,690.91 erage ate ` per 42.05 38.98B. CONSUMPTION PER UNIT OF PRODUCTION i lectricit 713.20 718.14 ii rnance Oil trs 9.63 11.52 iii oal ri ettes g 324.31 316.54 i as 53.31 54.29

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Research and Development (R&D)

ecific re s i ic R cti ities ere c rried t by the Company:

esearch e elop ent acti ities ere carried o t ith id ter and long ter ie s in order to proacti el

achie e technological edge contin o sl e prod ct de elop ents ere carried o t in all the prod ct categories ranging ro scooter t res to giant earth o er t res or c sto ers li e O do estic replace ent and e port ar ets his incl ded de elop ent o ne tread patterns and designs and ti el de elop ent o prod cts to eet the c sto er re ire ents cti ities ere also carried o t to i pro e e per or ance characteristics s ch as d ra ilit tread li e grip ride handling and rolling resistance e elop ent o ne or lations and

aterials and alternate so rces ere also done to eet specific per or ance and cost targets e elop ent and

i pro e ent o processes and e ip ent achineries as another e area targeting alit consistenc

prod cti it and energ e ficienc e eral strategic oint de elop ent progra es ere carried o t ith pre ier research instit tes and glo al endors on inno ati e technologies and aterials

e efits deri ed s res t f t e e R

e eral pro ects carried o t the centre res lted in o er o t rn oint ent res o er co ing o t o ne prod cts he de elop ent progra es ith O s res lted in prod ct appro als ro an leading O s incl ding onda and a aha in t o heeler t res

ena lt in car radial t res and otors in t res eeting stringent rolling resistance and grip targets ntr

into pre i odels o ar ti i and pre i o ahindra ahindra in car radial t res and

ai ler in tr c radial t res ere other e ilestones e elop ent o O an as etric sports

tread pattern or cross o er ehicles and otocross


t res or otorc cles res lted in entr into e erging and niche seg ents

n r c s radial t re categor d ra ilit i pro e ent and de elop ent o chipping and ch n ing resistant co po nds eeting de anding conditions in ndian ar et ere carried o t e elop ent o in

eeting high heat high speed and o erload per or ance in iddle ast ar et as another noticeable milestone.

cti ities o esign and d anced engineering tea and enhanced sage o rod ct i e c cle anage ent

so t are res lted in red cing the ne prod ct development time and improved level of performance in oise handling grip atents ere filed and an technical presentations p lications ade in leading forums and journals.

t re f cti

he stringent de and in el e ficienc grip d ra ilit and eeting contin o sl e ol ing en iron ental health and sa et standards are e challenges centre is all set to eet these challenges ith a highl

oti ated tea no ledge enhance ent progra es and technolog de elop ent initiati es orts are eing p t to de elop t res or cars and s o pre i O s o s n ie o a ootprint in the highl e ol ed ropean ar et ne technologies are eing de eloped and design and de elop ent capa ilit is eing enhanced or car radial t res

echnolog de elop ent or high per or ance otorc cle radial t res or ne generation otorc cles

is eing carried o t pro ed d ra ilit ileage and retreada ilit in tr c radial t res is a oc s area

e prod cts are eing de eloped or o the road and niche specialit seg ent or e port ar ets ario s technologies are eing de eloped to i pro e

t re per or ance prediction in the er earl stages o development to cut development time and cost.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

ff rts i rief de t rds tec g s r ti adaptation and innovation:

artnership and prod ct de elop ent ith a to o ile O s li e ar ti i ndai ena lt onda a aha ahindra ahindra ata helped in ta ingp e erging challenges in a to o ile ind str and

de eloping technological inno ations to eet c rrent and t re c sto er re ire ents trategic partnerships

and e ternal research pro ects ith research instit tions and glo al aterial and e ip ent achiner s ppliers ena led s to inno ate in an e erging areas o

aterials co po nding and design technologies to e ecti el appl in prod cts and processes to i pro e per or ance prod cti it e ficienc and also to eet c sto er specified re ire ents

ophisticated and odern e peri entation ethods and simulation techni es helped s in tr ing o t an innovative concepts in virtual mode in conceptual and protot ping stages to i pro e per or ance and c tdo n oth cost and de elop ent ti e

e efits f t e e re:

a. Product Development:

e elop ent o ne tread patterns designs aterials and or lations to eet specific

customer requirements of replacement, OEM and e port ar ets

b. Product Improvements:

Continuous Improvement of product performance thro gh design aterial and or lation

odifications his also res lted in red ction o car on ootprint contri ting to s staina ilit initiatives.

c. Cost reduction:

e ra aterial de elop ent and alternati e and indigeno s so rces helped red cing cost

e elop ent o econo ic or lations eeping per or ance in ind also ielded cost red ction

d. Import Substitution

ndigeno s de elop ent o ra aterials process e ip ent achiner toolings and accessories resulted in substantial cost reduction and development time.

e. Process Development

n ho se ne process de elop ent and i pro e ent res lted in i pro ed consistenc prod cti it and energ e ficienc

c se f i rted tec g i rted d ri g t e st fi e e rs rec ed fr t e egi i g f t e fi ci e r f i g i f r ti e f r is ed:

FOREIGN EXCHANGE EARNINGS AND OUTGO

a cti ities relating to e ports initiati es ta en to e ports de elop ent o ne e port ar ets or prod cts and ser ices and e port plans

Please refer to the main report.

otal oreign e change sed and earned

(` in Lacs)

2014-15

oreign e change earned 99,264.29 1,09,098.67oreign e changed sed 1,48,420.81 1,67,471.72

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Annexure -VI

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3(q) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars

i) the ratio of the remuneration of each director to the edian re neration o the e plo ees o the

o pan or the financial ear

r oen a r nant oen a r rna aner ee r ari ndra r aras ho dhar r ahesh pta r ores a r haitan r ho se r odar r ina ansal rs nita al

ii the percentage ncrease in re neration o each director hie inancial O ficer hie ec ti e O ficer o pan ecretar or anager i an in the financial ear

r nant ardhan oen a r rna aner ee r a ao Or ingh a poot

iii the percentage ncrease in the edian re neration o e plo ees in the financial ear

here has een increased the edian re neration o the e plo ees in the financial ear

i the n er o per anent e plo ees on the rolls o o pan

plo ees as on st arch

the e planation on the relationship et een a erage increase in re neration and o pan per or ance

rno er and net profit o the o pan increased and as against the pre io s ear he a erage increase in

re neration o all e plo ees as or the

i co parison o the re neration o the e anagerial ersonnel against the per or ance o

the o pan

otal e neration o ` in Lacs): ` 964.97Consolidated Revenue (` in Lacs): ` 5,59,166.46

e neration o s as o e en e onsolidated rofit a ter ta ` in Lacs): ` 29,897.39e neration o s as

(vii) variations in the market capitalisation of the o pan price earnings ratio as at the closing date

o the c rrent financial ear and pre io s financial ear and percentage increase o er decrease in the ar et otations o the shares o the o pan

in co parison to the rate at hich the o pan ca e o t ith the last p lic o er in case o listed co panies

ariation in ar et capitalisation and atio is as elo

Particulars 31/03/2015 change

Market capitalisation (` In lacs) 1,58,494.00 3,25,482.00PE Ratio 5.80 9.50

he o pan has in recent past not co e o t ith a lic O er

PE Ratio is calculated as:

hare price as on arch 015

eighted erage e er note o onsolidated inancial tate ents


iii a erage percentile increase alread ade in the salaries o e plo ees other than the anagerial personnel in the last financial ear and its co parison

ith the percentile increase in the anagerial re neration and stification thereo and point o t i there are an e ceptional circ stances or increase in the anagerial re neration

he increase in e neration o each o the e anagerial ersonnel is as elo

O

he a erage increase in e neration d ring the ear has een other than anagerial personnel

i co parison o the each re neration o the e anagerial ersonnel against the per or ance o

the o pan

Refer point (vi) above

the e para eters or an aria le co ponent o re neration a ailed the directors

he ec ti e irectors o the o pan are entitled or performance bonus as variable component based on performance o the indi id al irectors as ell as o pan s per or ance

ll non e ec ti e directors are entitled to recei e co ission as aria le co ponent and sitting ee or attending

eeting o the oard and co ittee o the oard o the o pan he re neration a o co ission to s ch s is not

e ceeding o net profit o the o pan earned d ring the ear

i the ratio o the re neration o the highest paid director to that o the e plo ees ho are not directors t recei e re neration in e cess o the highest paid director d ring the ear and

r a ao O has een paid re neration o er and a o e the re neration hat has een paid to r nant ardhan oen a anaging irector and the ratio o hich is

1.04:1

ii a fir ation that the re neration is as per the re neration polic o the o pan

e neration paid d ring the financial ear is as per the e neration polic o the o pan

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Annexure VII

olic on ppoint ent raining al ation and e neration o irectors and enior anagerial ersonnel

1. Objective:

a ns re o pliance o the applica le pro isions o the o panies ct and the isting gree ent related to the ppoint ent raining al ation and e neration o the irectors enior anage ent ersonnel incl ding e anagerial ersonnel

o adopt est practices and achie e good orporate o ernance as ell as long ter al e creation or sta eholder

stit ti f t e i ti d Re er ti ittee:

The Board has constituted the Nomination and Remuneration Committee (NRC) on 8th April, 2014 as per Companies Act, 2013.

efi iti :

a anaging irector eans a irector ho irt e o the rticles o the o pan or an agree ent ith the o pan or a resol tion passed in its general eeting or its oard o irectors is entr sted ith s stantial

po ers o anage ent o the a airs o the o pan and incl des a director occ p ing the position o anaging hate er na e called

hole ti e director in relation to o pan eans and incl des a director in hole ti e e plo ent o the o pan

c ndependent irector in relation to o pan shall ha e the sa e eaning as defined nder section o the act and la se o the isting gree ent

d on ec ti e director in relation to o pan eans a e er o a o pan s oard o irectors ho is not in hole ti e e plo ent o the o pan

e e anagerial ersonnel ean

i he hie ec ti e O ficer O or the anaging irector or the anager

ii he o pan ecretar

iii he hole ti e irector

i he hie inancial O ficer O and

ch other o ficer as a e prescri ed the oard o irectors ro ti e to ti e

enior anage ent ersonnel in relation to o pan incl des all the e plo ees o the o pan at enior ice resident rade and a o e

i ersit i t e rd Of irect rs:

i ersit re ers to the ariet o attri tes o di erse nat re et een people and enco passes acceptance respect and an nderstanding that each indi id al is ni e hese di erences can incl de age gender ethnicit ph sical a ilities

arital stat s ideologies ac gro nd no ledge and s ills

Re ire e t re ti g t i t e t f irect rs:

i he o pan shall appoint onl those persons ho possess re isite alifications and e perience and positi e attri tes ithin o erall ra e or o di ersit and are a le to pro ide polic direction to the o pan incl ding directions on good orporate o ernance rior e perience o eing a O or a o an co pan shall e gi en i portance hile considering appoint ent

ii. Additional requirements for appointment of Audit Committee member:

a e she sho ld e financiall literate and possess the a ilit to read and nderstand asic financial state ents i e alance heet tate ent o rofit and oss and ash lo tate ent

e she sho ld ha e acco nting or related financial anage ent e pertise person ill e considered to ha e acco nting or related financial anage ent e pertise i he she possesses e perience in finance or acco nting or re isite pro essional certification in acco nting or an other co para le e perience or ac gro nd hich res lts in the financial sophistication

c e she is or has een O O or other senior o ficer ith financial o ersight responsi ilities

iii is alifications

n person to e appointed as irector shall not possess the ollo ing dis alifications prescri ed in ection (1) of the Companies Act, 2013:

a e she shall not e less than ears o age

e she shall not e o nso nd ind nor stand so declared a co petent co rt

c e she shall not e an ndischarged insol ent

d e she has not applied to e ad dicated as an insol ent and his her application is pending


e e she has not een con icted o an o ense hether in ol ing oral t rpit de or other ise and sentenced in respect thereo to i prison ent or not less than si onths and a period o fi e ears has not elapsed ro the date o e pir o the sentence

person shall ho e er not e appointed as director o the o pan i he is a director in a o pan hich has failed to:

i ile inancial tate ents or nn al et rns or an contin o s period o three financial ears

ii epa deposits or pa interest thereon on d e date

iii edee de ent res on d e date or pa interest d e thereon

i a di idend alread declared the said o pan and s ch de a lts contin e or one ear or ore

i to atic acation o the o fice

irector shall a to aticall acate his o fice in the ollo ing cases

a e she attracts an dis alification prescri ed herein a o e

e she a sents ro all the eetings o the oard o irectors held d ring a period o t el e onths ith or itho t see ing lea e o a sence o the oard o irectors

c e she acts in contra ention o the pro isions o section relating to entering into contracts or arrange ents in hich he is directl or indirectl interested

d e she ails to disclose his interest in an contract or arrange ent in hich he is directl or indirectl interested in contravention of the provisions of section 184.

pplica ilit o olicies

ll persons appointed as irectors o the o pan incl ding the and the ec ti e irector s s and s shall ens re co pliance ith the olicies and roced res adopted the o pan ro ti e to ti e s ch as the

ode o ond ct or irectors and enior anage ent ersonnel the ode o ond ct or re ention o nsider rading histle lo er olic ode o orporate o ernance and thics or an other o pan s polic applica le

to them.

i t e t f s s:

a he appoint ent o the O and the shall e appro ed the oard o irectors eans o a resolution.

he appoint ents o shall e appro ed on reco endation o the an eso rces epart ent

ti f erf r ce:

a he shall carr o t the e al ation o per or ance o e er irector as nder

e ore re appoint ent o ec ti e and on ec ti e irectors

t the ti e o reco endation o an re neration pa a le to ec ti e and on ec ti e irectors or changes therein

t s ch ti e as the applica le la s or the circ stances a re ire

he e al ation o s and s shall e carried o t the e cl ding hi sel hersel and the

8. Remuneration to NEDs, KMPs and SMPs:

a he re neration o and shall e proposed the and s se entl appro ed the oard o irectors and the shareholders o the o pan hene er re ired

he s shall e entitled to recei e the ollo ing ithin o erall li its prescri ed in the o panies ct

itting ees as a e decided the oard o irectors ro ti e to ti e or attending the eeting o the oard and Committee thereof.

a ent o o ission as pto the li its per itted nder ection and also appro ed the shareholders from time to time.

c e neration pa a le to s shall reco end considering e al ation echanis and g iding principles o re neration as entioned in the olic

d he re neration paid to the s shall e deter ined the considering the e al ation echanis

e he a consider grant o toc options to s and s p rs ant to an toc Option lan adopted the o pan

he s shall not e eligi le or an toc Options p rs ant to an toc Option lan adopted the o pan

irect rs d Officer i i it s r ce:

he o pan shall pro ide an ins rance co er to s s and s or inde ni ing the against an lia ilit in respect o an negligence de a lt is easance reach o d t or reach o tr st shall not e treated as a part o remuneration paid to them.

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Annexure-VIIIFORM No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015rs ant to ection o the o panies ct and r le o o the o panies ppoint ent and e neration

o anagerial ersonnel les

To,

The Members,

CEAT LIMITED

e ha e cond cted the secretarial a dit o the co pliance o applica le stat tor pro isions and the adherence to good

corporate practices i ited hereina ter called the o pan ecretarial dit as cond cted in a anner that

pro ided s a reasona le asis or e al ating the corporate cond cts stat tor co pliances and e pressing o r opinion thereon

ased on o r erification o the i ited s oo s papers in te oo s or s and ret rns filed and other records aintained

the co pan and also the in or ation pro ided the co pan its o ficers agents and a thorised representati es d ring

the cond ct o secretarial a dit e here report that in o r opinion the co pan has d ring the a dit period co ering the

financial ear ended on st arch generall co plied ith the stat tor pro isions listed here nder and also that the

o pan has proper oard processes and co pliance echanis in place to the e tent in the anner and s ect to the

reporting ade hereina ter

e ha e e a ined the oo s papers in te oo s or s and ret rns filed and other records ade a aila le to s and

aintained i ited or the financial ear ended on st arch according to the pro isions o

i he o panies ct the ct and the r les ade there nder

ii he ec rities ontract eg lation ct and the r les ade there nder

iii he epositories ct and the eg lations and e la s ra ed there nder

i oreign change anage ent ct and the r les and reg lations ade there nder to the e tent o oreign irect

n est ent O erseas irect n est ent and ternal o ercial orro ings

he ollo ing eg lations and idelines prescri ed nder the ec rities and change oard o ndia ct

ct

a he ec rities and change oard o ndia stantial c isition o hares and a eo ers eg lations

he ec rities and change oard o ndia rohi ition o nsider rading eg lations and

c he ec rities and change oard o ndia ss e o apital and isclos re e ire ents eg lations

i Other la s as are applica le to the o pan as per representations ade the o pan

e ha e also e a ined co pliance ith the applica le cla ses o the ollo ing

i ecretarial tandards ith respect to oard and general eetings o he nstit te o o pan ecretaries o ndia are

not in force as on the date of this report.

ii he isting gree ents entered into the o pan ith i ited and ational toc change o ndia i ited

ring the period nder re ie and as per the representations and clarifications ade the anage ent and as per the legal

opinion o tained the o pan has generall co plied ith the pro isions o the ct les eg lations idelines etc

entioned a o e o e er the o pan has an nspent a o nt d ring the ear in the a o nt to e spent to ards orporate

ocial esponsi ilit

e rther report that

he oard o irectors o the o pan is d l constit ted ith proper alance o ec ti e irectors on ec ti e irectors

and ndependent irectors he changes in the co position o the oard o irectors that too place d ring the period nder

re ie ere carried o t in co pliance ith the pro isions o the ct

de ate notice as gi en to all irectors at least se en da s in ad ance to sched le the oard eetings genda and detailed

notes on agenda ere sent in ad ance and a s ste e ists or see ing and o taining rther in or ation and clarifications on

the agenda ite s e ore the eeting and or eaning l participation at the eeting


ecisions at the oard eetings ere ta en nani o sl

e rther report that as represented the o pan and relied pon s there are ade ate s ste s and processes in the o pan co ens rate ith the si e and operations o the o pan to onitor and ens re co pliance ith applica le la s

r les reg lations and g idelines

e rther report that d ring the a dit period the o pan had ollo ing e ents hich had a or earing on the o pan s a airs in p rs ance o the a o e re erred la s r les reg lations g idelines etc

i ss e and allot ent o it shares at a price o ` per shares aggregating to ` 400.00 Crore (` o r ndred rores onl on pri ate place ent asis to the eligi le in estors a o alified nstit tional lace ent in

accordance ith the hapter o the ss e o apital and isclos re e ire ents eg lations

ii cceptance o p lic deposit in p rs ance o ection o the o panies ct and r les ade there nder

iii he o pan has ac ired the entire e it shares o pecialt res i ited or erl no n as nitgro o trade ri ate i ited to a e it o pan s holl o ned s sidiar co pan on ece er

i he o pan has passed special resol tions nder section a and c o the o panies ct in its pre io s held on th epte er in respect o orro ing one e ond the prescri ed li it and creating charge o er the assets o the o pan respecti el

or Parikh & Associates o pan ecretaries

P. N. Parikh

Place : Mumbai

ate nd a

Partner

o o

his eport is to e read ith o r letter o e en date hich is anne ed as nne re and or s an integral part o this report.

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‘Annexure A’

To,

The Members,

CEAT LIMITED

O r report o e en date is to e read along ith this letter

aintenance o ecretarial record is the responsi ilit o the anage ent o the o pan O r responsi ilit is to e press

an opinion on these secretarial records based on our audit.

e ha e ollo ed the a dit practices and process as ere appropriate to o tain reasona le ass rance a o t the correctness

o the contents o the ecretarial records he erification as done on test asis to ens re that correct acts are re ected

in ecretarial records e elie e that the process and practices e ollo ed pro ide a reasona le asis or o r opinion

e ha e not erified the correctness and appropriateness o financial records and oo s o cco nts o the o pan

heree er re ired e ha e o tained the anage ent representation a o t the o pliance o la s r les and reg lations

and happening o e ents etc

he o pliance o the pro isions o orporate and other applica le la s r les reg lations standards is the responsi ilit

o anage ent O r e a ination as li ited to the erification o proced re on test asis

he ecretarial dit report is neither an ass rance as to the t re ia ilit o the o pan nor o the e ficac or

e ecti eness ith hich the anage ent has cond cted the a airs o the o pan

or Parikh & Associates o pan ecretaries

P. N. Parikh

Place : Mumbai

ate nd a

Partner

o o

his eport is to e read ith o r letter o e en date hich is anne ed as nne re and or s an integral part o this report.

Management Discussion and Analysis 67

GlobAl econoMy

The financial crisis of 2008 triggered a freefall of the world economy. The resultant widespread damage raised concerns over the efficacy of the prevailing financial and regulatory framework and corporate governance, and also posed serious questions as to the risk management processes in global financial institutions. Additionally, it powered the new belief that economies, which till then had been playing a dominant role in global growth might not, henceforth, be the future leaders.

While global growth has seen revival post the 2008-12 economic recession, the recovery has been slow as the global economy is still saddled with unfinished post-crisis adjustments. In FY 2014-15, global economy remained sluggish, to finally stabilise at a moderate ~3.4% growth. Further, divergent trends were witnessed among major economies. Specifically, in the United States, revival was stronger on expected lines, while performance in Japan and Euro zone fell short of expectations, resulting in dollar appreciation vis-à-vis other G7 countries. The Chinese economy slowed in the second half of the year and growth dipped slightly below the government’s 7.5% target. (Source: World Economic Outlook, International Monetary Fund, April 2015; Global Economic Prospects Report released by the World Bank)

US Shale revolution

Strong growth in oil output due to the ‘shale revolution’ in the United States, coupled with weak demand in the key consumption countries, led to an oversupplied oil market and sharp decline in oil prices, especially in the second half of 2014. The sharp fall was further led by OPEC’s decision not to cut back production for the respective countries. The reduction in energy prices decelerated growth in major oil producing countries and weakened their currencies due to fiscal and trade imbalances. On the other hand, declining crude oil prices overshadowed the prevailing geo-political tensions and unrest in many countries, and improved the overall fiscal landscape, including that of India. Lower oil

prices are expected to support consumer spending and hold inflation at lower levels; however, the impact is likely to be witnessed only in the medium term.

Sluggish global economy

The sluggishness of 2014 is expected to persist during 2015, with stagnating GDPs and low inflation continuing to plague the developed Euro region and Japan, coupled with expected deceleration of the Chinese economy. The prevailing uncertainty and instability in several regions, including the Middle East, Russia, Ukraine and parts of Africa, are also expected to hit global trade and economy. Among the major advanced economies, however, the United States, with a substantial advancement in the shale gas industry and supported by currency appreciation, is expected to continue with economic growth revival.

(Source: World Economic Outlook, International Monetary Fund; Global

Economic Prospects Report released by the World Bank)

The weak growth across economies, coupled with surplus production and subdued demand, led to sluggishness in prices of other commodities as well, apart from crude oil. However, the benefits of the low commodity prices have not yet been fully passed onto the consumers, which is reflected in low consumption levels which in turn has resulted in stagnant demand for the capital goods. Going ahead, the emerging markets slowdown, supplemented with a strong US Dollar, is expected to restrain commodity prices. While the low prices are likely to impact the revenues of commodity exporting countries, importing countries will be able to reduce current account and fiscal deficits.

The global auto sector, whose fortunes are closely intertwined with the performance of the global economy, correspondingly remained flat. Auto being the parent industry, had a domino effect on demand in the tyre industry. However, the low commodity prices are supporting the tyre industry to post good returns, despite a weak demand.

(Source: Global Economic Prospects Report, published by the World Bank)

Management Discussion and Analysis

over the last few years, ceAT has undertaken a transformational journey with differentiated strategy to grow and add value to the shareholders. With re-invented thrust on research and development, new product launches, reinforced partnerships with original equipment Manufacturers (oeMs), growing channel network and increased brand investments, ceAT has been bettering industry growth.

Inadequate monsoon and consequent weak rural demand coupled with a moderate uptick in the Indian economy cast its shadow on the Automobile industry during Fy 2014-15. Growth in the auto industry remained sluggish, adversely impacting the demand for tyres for oeMs, though later part of the year witnessed a revival in the demand for commercial vehicles. Replacement tyres demand, however, continued to remain firm, lending stability for the industry.

Despite the twilight industry conditions, ceAT, in-line with its strategy and focus, continued to expand its share in the relatively higher-profit generating two and four wheeler passenger tyre segments, both in the OEM and Replacement markets. concurrently, the thrust on sustaining the capacity utilization in the commercial Vehicles (cVs) tyre segment also continued. The company’s continuous initiatives for market share expansion in the passenger segments, are resulting in sustained revenue growth and stronger profitability. With new investments in the passenger segments, CEAT is well poised to leverage the market potential and further expand its market shares.

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INDIAN ECONOMYSlow economic revival

challenging glo al acro en iron ent co pled ith internal polic inertia o er the last hal a decade or so hit ndia s econo ic gro th d ring as re ected in its grad al ptic rather than a sharp increase s per the ad ance esti ates o the entral tatistical

O fice ased on the ne series real gro th rate or as against a gro th o in

fiscal he laggards ha e een cons ption and credit gro th hich in act ha e een at ear and

ear lo s respecti el re ecting ea an alance sheets

hile econo ic re i al has een oderate there ha e een plent o positi es d ring hich a g r ell or the econo going or ard iscal consolidation e orts ell s pported the decline in glo al oil prices narro ed the fiscal deficit in ndia to o in to ̀ la h crores re ecting sa ings ro the eli ination o diesel s sidies higher el e cise d ties and nderper or ance in capital spending he oil price decline has ena led lo er in ationar le els and pro ided co ort in dgetar and fiscal anage ent he grad al re or s nderta en in ndia ha e enhanced siness and in estor confidence enco raging capital in o s oreign irect n est ent in o s are gaining traction irroring the increased confidence o oreign in estors in the ndian econo s per recent statistics s are li el to e aro nd illion in acco nting or o the he ndian r pee is also li el to re ain sta le ith oreign e change reser es recording an all ti e high o illion or the ee ended

a n addition the rrent cco nt eficit red ced to o the in the last arter o

the lo est in a ear rade deficit as also nder control shrin ing to illion in a

o rce ario s articles p lished in he cono ic i es e ters

Recent policy improvement

ecent onths ha e seen the polic en iron ent t rn ore a o ra le or higher econo ic acti it aster clearances or pro ects in in rastr ct re and ind str is e pected to acilitate in est ent hile the an act ring sector is li el to get a oost dri en the entral o ern ent s a e in ndia

ca paign he o ern ent s clear oc s on si pli ing proced res or doing siness in ndia ringing in a straight or ard and transparent ta ation s ste de licensing o de ence ite s allo ing a ction o coal ines to the pri ate sector closing allocations in the teleco sector at a ast pace proposal or de elop ent o s art cities and resol ing str ct ral ottlenec s to acilitate in est ent are li el to i pro e siness senti ent dditionall ro st fiscal anage ent lo er orro ing

costs eeping in ation e pectations do n higher re en es ro coal and teleco a ctions and collection o higher ta es ill ena le the go ern ent to spend ore on al e creating assets and pass on the price enefits to the cons ers there increasing their p rchasing po er n act the last co ple o onths ha e itnessed higher go ern ent spending hich is also li el to sp r confidence or the pri ate sector there re i ing the econo

nother a o ra le econo ic indicator is the oderation in the in ation rate a e sti l s or re i ing cons er de and o er rates o in ation ha e dri en i pro ed per or ance o

the cons er d ra les sector

ti s er i ti re i s it i R c f rt zone (%)

Growing industrial activity

ri en the strong changing nda entals the capital goods sector has started itnessing gro th as indicated ario s recent edia reports an act ring acti it rose at its astest pace in o r onths in a to gro th o ed the increase in do estic de and despite rising costs or fir s and cons ers he nde o nd strial rod ction rose to a t o onth high on the ac o this gro th in an act ring and e pansion in capital goods esponding to the s d ed in ation the has c t interest rates to second c t this ear in arch to lend ore s pport to the

econo he is li el to contin e rther easing o rates despite its ild ha ish stance i the in ation re ains ithin accepta le range his easing o onetar control is li el to dri e cons er de and rther

ri en these positi es is e pected to e a positi e ear or the ndian econo hich is li el to ild a ridge et een the despair o the past and opti is or the t re he nternational onetar nd pro ects ndia s econo ic gro th to rise to in the t also orecasts that ndia ill e erge as the astest gro ing large econo in the orld at the end o the sa e financial ear his is li el to e a ear o a g st r n or the ndian

econo spilling o er the e ects to all the core sectors incl ding a to o iles and its ancillar sectors

o rce inistr o tatistics and rogra e ple entation orld an ario s articles p lished in he cono ic i es e ters

THE GLOBAL TYRE INDUSTRYSlow growth of automobile industry

re de and is a deri ed de and hich has a strong lin age ith the a to o ile ind str here ore it is necessar to

st d the a to o ile ind str trends to nderstand the t re ind str de ands ith glo al gro th still not gaining the desired o ent gro th or the a to o ile ind str re ained sl ggish his in t rn a ected the de and or t res ro O s

cept or a e econo ies here the ann al sales o a to o iles ha e reached pre recession le els ncertaint still pre ails regarding the gro th prospects o the a to o ile

ec an e ar pr a

5.45.2

4.3

5.014.875.2


industry worldwide. Notwithstanding this, the tyre industry is expected to grow at a steady pace, driven by the consistent replacement demand.

Shift to emerging economies

As per a report published by Freedonia, the global tyre market is forecasted to grow by 4.3% every year to reach 2.9 billion units in 2017, translating into a size of $276 billion in value terms. A key global trend is the shifting of balance from the developed economies to the developing economies. This is likely to lead to the developing countries becoming strong manufacturing hubs for the global market, and the same trend is expected to extend to the tyre business as well.

In the year under review, decline in crude prices and the cost of Natural Rubber (NR) led to lower input costs, translating into comparatively higher profit margins for most tyre manufacturers across the globe.

chinese tyre market

China is the world’s largest vehicle market. However, in the past couple of years, automobile sales have come down, clocking the slowest growth in the past couple of years even though investments by OEMs continue to ramp up. With China accounting for one-third of the global tyre industry, any developments in the Chinese tyre sector trigger a global impact. Currently, demand in the Chinese tyre industry is depressed and the anti-dumping duty imposed on Chinese tyres in some critical countries like the United States has accentuated the global demand-supply gap. As a result, surplus tyre production at lower costs from China is now flooding other countries, leading to high degree of competition. China poses a threat to India as well as other developing countries, as it has around 40-50% of excess capacity in most categories.

north American tyre market

The North American region is expected to witness higher tyre demand, going forward, on account of a positive outlook for the US automobile market, on account of improving consumer confidence and credit availability. The annualised sales for cars in the US are expected to go up to 16 million, from 13 million in 2008.

(Source: PriceWaterHouseCoopers’ Strategy&)

european tyre market

The outlook in Europe for the automobile industry is much weaker as the region is still showing sporadic economic recovery. Correspondingly, the demand for tyres is expected to take time to gather momentum in this region.

Asia-Pacific

Going forward, the growth of Chinese and Indian economies are likely to spur the tyre demand. However, in the commercial vehicles space, overflow of Chinese tyres in the exports market has put pricing under pressure. Japanese manufacturers are also contributing to the declining price trend. These challenges notwithstanding, the profitability of the tyre companies is expected to remain positive, given the soft Natural Rubber and crude prices. Demand for automobiles, though unevenly distributed across the global map, is expected to be on the upward trend on overall basis. The automobile industry,

driving the bulk of the tyre demand, is likely to contribute about 73% of the global tyre demand by 2017.

(Source: Freedonia)

The InDIAn TyRe InDUSTRyThe Indian tyre industry caters to OEM, Replacement and Export markets through three broad product categories: Commercial Vehicles (CV), Passenger Vehicles (PV), Two-wheelers (TW) and others.

As per the ICRA Report on tyre industry, published in March 2015, the tyre industry is pegged at ` 46,000 crores (FY 2013-14), with exports contributing ~9-10%. In volume (tonnage) terms, the industry size is estimated at ~1.6 million MT, with exports accounting for ~7-8%.

Volume growth was flat during the first three quarters of FY 2014-15 on account of subdued global auto demand and rising competition from Chinese tyre makers, though overall indicators for growth remained intact. To tackle the challenging environment in the initial nine-month period, the industry resorted to some price reductions in the Truck & Buses’ Radials (TBR), Light Commercial Vehicles (LCVs), Light Motor Vehicles (LMVs) and Farm segments. Declining Natural Rubber (NR) and crude oil prices also gave a fillip to the industry, which posted historic high margins during the year.

(Source: ICRA Report on Tyre Industry, March 2015)

Positive outlook

Growth prospects for FY 2015-16 remain good, with an improving economy, positive consumer sentiment, pick-up in auto demand, as well as moderate raw material costs; coupled with these trends, declining interest rates are expected to push up volume growth to 9-10%. The domestic tyre industry is expected to get a further boost as a result of increasing radialisation, with strong thrust from OEMs, steady aftermarket demand, improved fleet utilisation and increased focus on geographical diversification. Original Equipment (OE) demand is expected to pick up by 10% and replacement by 8-9% during the year. This anticipated demand potential has encouraged the industry to invest significantly in capacities, particularly in the consumer segment.

(Source: ICRA Report on tyre industry)

Volume trends in demand for tyres (Volume in lacs)

Source: ICRA Report on Tyre Industry, March 2015

FY11 FY12 FY13 FY14E FY15E FY16P

600 -

500 -

400 -

300 -

200 -

100 -

0 -

T&B Passenger Cars LCV Scooters/3W

Motorcycle Tractors

435 448 427 446471

511

360344327

257319

265

195

152 155 150 154 168 179455459565643

213150 169

213274

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Growing radialisation

adialisation has e erged as a e actor contri ting to the ndian t re ind str gro th i en the glo al pheno enon o radialisation in the seg ent ias e ports are losing

o ent leading to a trigger e ect on ias capacit tilisations he ndian t re ind str is also re ecting

the glo al trend ac ed gro ing a areness o cost enefits contin o sl i pro ing road in rastr ct re and

stringent i ple entation o o erloading nor s radialisation le els in the co ercial ehicle space are li el to do le to o er the ne t o r ears ncreased in est ents in radial capacities in the ac drop o the gro ing radialisation are e pected to ield significant enefits

o ing ahead

Trends and estimates in T&B Radialisation levels

hina has also e erged as the largest t re i port so rce or ndia across all seg ents eca se o ooding o its t res at d ping prices despite the percei ed in erior alit and shorter li e o its t res s d ed do estic ar et in

hina co pled ith anti d ping d ties on hinese t re assenger and ight ehicles i ports led to di ersion o

s rpl s capacities ro hina to co ntries li e ndia his led to a sharp ear on ear ann alised gro th in ndian t re i ports d ring the first nine onths o a trend that is li el to see rther strengthening going or ard

Imports expected to surge in 2014-15 after a three-year slowdown

Shifting category focus

ith the ind str grad all shi ting oc s ro the co ercial to the cons er seg ent cape in est ents and capacit additions are also progressi el shi ting gear to o heeler

and assenger ehicles seg ents s a res lt the r c and s adial re seg ent is e pected to

itness onl o the capacit a g entations in ol e ter s et een and e ond as against et een

and n cost ter s ho e er the l o the in est ents ill contin e to e oc sed on the seg ent in ie o the highest per tonne in est ent needed

Exports & Imports - The China factor

ising co petition ro hinese t re ar ers ith their disco nted rates s pple ented the s d ed glo al a to de and res lted in at gro th or the ndian t re e porters d ring

Export sales (in value terms)Industry volume growth estimates

o rce eport on re nd str arch

o rce esti ates

ports la h nos ro th

o rce eport on re nd str arch

e

e

e

e

59%

52%

45%

35%

26%

22%

17%15%

10%9%5%

o rce epart ent o o erce esti ates ann alised

10%

-2%

0%

6-8%

9-10%

92

19%

92%

-3% -4% -9%16%

78869092

48

15.4

18.4

23.6

28.1

29.2

34.3

34.4

46.8

76.8

91.9

98.6

97.9

` ill

ion

o ro th re ports ro ndia ` illion


he and seg ents are e pected to see total capacit additions e ond at and respecti el he respecti e capacit a g entations in ere onl

and o rce eport on t re ind str p lished in arch

ith oth and pla ing a pi otal role in dri ing the ndian cons ption stor in the a to o ile sector the oc s on these seg ents ill contin e he c rrent trends sho a

ar ed o e ent to ards cons er ehicles ccording to the ociet o ndian to o ile an act rers the ndian a to ind str prod ced a total o ehicles in across all categories ar ing a gro th o o er the pre io s fiscal hile the o ercial ehicles s seg ent registered a de gro th o

the sales o hree heelers and o heelers gre and respecti el in the sa e period

Automobile industry growth trend

hese trends ill i pact the ind str co position ratios to a significant e tent o ing ahead

Raw material prices

at ral er and cr de deri ati es or the ost significant constit ent o cost o t re an act ring rice

ct ations and a aila ilit o ra aterial ith regard to a o e co odities ha e a a or i pact on the ind str he r er prices ere at a lti ear lo d ring on acco nt o increased prod ction o nat ral r er glo all co pled ith s d ed de and ro hina eclining cr de oil prices along ith s d ed glo al a to de and lo ered

the prices o s nthetic r er and other cr de related ra aterials in the si onths ended ece er o estic prices d ring this period re ained at the le els o `

to ` per g t started sho ing p ard o e ent therea ter o ern ent inter ention in the or o s pport to r er ar ers contri ted a orl to the price rise hich

as also partl dri en increase in the glo al prices o this ra aterial arch price had risen to `

per g hile cons ption increased ith i pro ing a to de and prod ction sho ed a sharp decline

Monthly NR prices (domestic and global prices)

n the co ing onths do estic prices are e pected to re ain range o nd dri en glo al price o e ent

ecent onths ha e also seen ar ed decline in the prices o cr de price deri ati es s ch as car on lac r er che icals and s nthetic r er heir prices ha e o ed in tande ith the cr de oil prices as ell as c rrenc rates and are e pected to re ain closel lin ed to cr de prices

o rce sti ates

Trends in NR supply gap and price movements

o rce s sti ates

assenger ehicles o heelers

hree heelers ractors

27%

27%

31%

31%

1%

38%

29%

23%

6%16

%

11%

10%

18%

3% 3%12

%

19%

16%

2%

7%

22%

-27%

-14%

-5%

-5%

-21%

-1%

-12% -1

0%

-8%

o rce s sti ates

ndia prices ang o prices

` per

g

pr n g

Ot ec e pr n g

Oct ec e pr n g

Oct ec e pr

207,

520

207,

520

207,

520

207,

520

207,

520

207,

520

232,

159

232,

159

232,

159

232,

159

232,

159

232,

159

232,

159

232,

159

232,

159

ppl gap et i ports

arr o er stoc ndia prices

an o prices

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Regulatory Environment

i en the ad erse i pact o lo r er prices on the inco e le els o the r er ar ers in erala the ndian go ern ent initiated se eral eas res to ards the end o the third arter o to protect their interests leading to higher r er prices stained lo er le els o prices ha e ca sed ar ers to c t do n on r er prod ction in recent ti es i pacting the t re ind str

Some of the key measures taken by the Central & State Governments, impacting raw material prices were:

i n order to incenti ise t re O s to proc re locall the erala go ern ent or lated a pricing echanis to deter ine the dail re erence price or to s pport the r er prod cing ar ers o the state at concessional sales ta rate till st arch

ii ed ction in e port o ligation period ro onths to onths ro the date o clearance o s ch consign ent the c sto s a thorit in order to eet e port

o ligations here is proc red thro gh ad ance license sche e

iii i e in asic c sto s d t ro s per g hiche er is lo er to s per g hiche er is

lo er e ecti e a to protect ar ers interest and reg late i ports

i ontin ation o nti ping t on lon a rics ar on lac and er he icals

OPPORTUNITIES AND THREATS FOR THE TYRE INDUSTRYOPPORTUNITIES

Government impetus to infrastructural growth

ith the increased go ern ent thr st on road in rastr ct re de elop ent road transportation shall get a fillip leading to greater de and or t res ncreased oc s on agric lt re and

an act ring is also e pected to oost gro th in the ndian econo as ell the a to o ile sector t re ind str

Purchasing power

he increasing disposa le inco es in the hands o the ndian iddle class ha e in recent past increased de and or t o heeler and led to led to a ar ed shi t to ards assenger

seg ents in recent ears he trend is li el to rther accent ate going or ard ince t re sales are directl related to car sales oth thro gh O s and the eplace ent ar et the t re ind str ill also itness corresponding increase in sales fig res

Radialisation of tyres

he glo al pheno enon o radialisation o t res is catching p in the and the seg ents in ndia ith the

s and seg ents ha ing reached an esti ated and o radialisation le els respecti el in the co ntr the potential or ar et e pansion or radial t res is h ge

Anti Dumping Duties (ADD) policy adopted by the US

he o erce epart ent s nternational rade d inistration had in an ar proposed on i port

o hinese t res assenger and ight ehicles into the

ar et the preli inar anti d ping d ties are finalised it ill pro ide a good opport nit or ndian t re an act rers

to di ert their e ports to the o er the edi ter

THREATS

Chinese tyre manufacturers

he ndian t re ind str is acing increased co petition ro hina and other o th ast sian co ntries in e port to other co ntries he increased co petition res lting ro the ooding o i ported hinese t res across all seg ents is rther aggra ating the sit ation ho gh ndian t res ha e ider acceptance on the ac o their etter alit the hinese t res are c tting into the share o the ndian t re e ports d e to cheaper pricing higher ol es and s sidies his eing a a or threat there is rgent need to pro ote rand ndia as the one that spells alit and high standards

o t res

Duties

he i position o co nter ailing d ties against hinese t re i ports an co ntries necessitates correction on the pre alent d t str ct re in ndia rrentl the pea i port d t on at ral er stands at hereas the d t on i ported t res is st pro iding an ad antage to the

hinese an act rers s a res lt o this the landed price is appro i atel lo er than that o corresponding ndian tr c t res his poses a threat and highlights the need to in ert the d t str ct re to a e the do estic an act rers

ore co petiti e s a res lt there is increase in i port o hinese t res especiall in the radial seg ent ith hinese

radials esti ated to ha e share o nearl in ndian tr c s t re seg ent

o rce

Raw material prices volatility

a aterial constit tes appro o the prod ction costs o t res ith a glo al de and drop the prices o so e o the e inp ts had to ched all ti e lo s d ring he eport p lished in arch clai s that the e inp t prices are e pected to grad all increase in the ne t

co ple o arters he contin o s olatilit in the prices o nat ral r er poses a sharp threat to the t re an act rers n the edi ter dicio s p rchase ti ing and discreet in entor anage ent o ld e critical to s stain argins

INDUSTRY OUTLOOKro th prospects or the t re ind str are right gi en the

opti istic o tloo in ter s o acroecono ic conditions and pro ected a to o ile ind str gro th he do estic de and or a to o iles is li el to e dri en the i pro ing econo ic nda entals lo ering interest rates and increased p lic

sector spend on in rastr ct re led i pro ing cons er confidence oing or ard s and hold great potential s pporting the ndian cons ption stor to ta e it to ards a rand dri en ar et

s per an eport the ndian t re ind str is e pected to aintain a a o ra le o tloo thro gh the ne t fiscal he ind str gro th is li el to e s pported contin ed enefits o oderate ra aterial prices and anticipated a g entation in e port de and he o erall t re ar et incl ding Original

ip ent eplace ent and ports is e pected to pic p o ing to ario s actors co ered earlier


As per a report by RNCOS, the Indian tyre production is likely to touch 191 million units by the end of FY 2015-16. A substantial chunk of the investments is likely to be directed towards radial tyre capacity expansion. While the PV segment enjoys almost 100% radialisation, LCVs and T&B segments have reached 25% and 20% levels respectively in the last few years. ICRA estimates that it is further likely to breach 50% levels in the next few years.

The radialisation trend is slowly and gradually catching up, owing to the demand for premium products for the next generation trucks in the commercial OEM segment. The penetration of the Replacement segment has been increasing due to the awareness of the cost-benefit metrics of radial tyres.

The declining trend of Natural Rubber (NR) prices and crude oil prices has provided requisite headroom for the benefits to be passed onto the consumers. The prices are expected to increase gradually over the next two-three quarters. However, they are not expected to touch the past highs, at least in the medium term.

bUSIneSS oVeRVIeWbackground

Part of the RPG Group, CEAT is one of India’s leading tyre manufacturers with a diverse product portfolio encompassing all varieties of tyres. The Company’s manufacturing plants, located in Nashik & Bhandup (Mumbai) in Maharashtra and Halol in Gujarat, have a total manufacturing capacity of ~595 MT/day. Together with the manufacturing partnerships with several conversion agencies, chiefly Ace Tyres, Hyderabad, the total effective capacity of the Company is ~800 tonnes per day. The Company also operates in Sri Lanka through a JV - CEAT Kelani Holdings, having a capacity of 61 tonnes/day. The Company operates in India through a robust distribution network of more than 3,500 dealers, 33 regional offices and more than 100 C&F agents. The Company’s consolidated revenues have significantly grown over the last five years at a CAGR of 15%. The Company has achieved a remarkable turnaround in profitability over the last two years mainly due to shift to a favourable non-truck product mix, lower finance costs and moderate raw material costs. With increasing capacities, robust focus on R&D, new product launches, fast-paced brand investments, growing channel strengths, improving market shares and a stronger balance sheet, the Company is well positioned and poised for climbing on sustained growth trajectory.

changing product mix

Over the last few years, the Company has been strategically focusing on increased diversification into passenger tyres, both two-wheelers and four-wheelers. This relentless thrust on consumer product segments, aided by several new and innovative product launches and higher brand investments, led to higher price realisations, improved margins and profitability growth. In Fiscal 2011, approximately 42% of the Company’s consolidated gross sales revenue came from non-truck product categories, while in fiscal 2015 non-truck product categories accounted for approximately 58% of the consolidated gross sales revenue. The Company believes that it can sustain the benefits of this improved product mix by reinforced efforts on building brand loyalty in these non-

capacity expansion

CEAT owns manufacturing units at Bhandup (Bias tyre), Nashik (Bias & Radial) and Halol (Radial). The Company also procures close to 30% of its sales volume from various manufacturing partners on conversion cost basis. The Company’s product innovation, new launches and brand surge has increased the demand for various passenger tyres, creating significant capacity shortages. To meet this unmet demand and also to further increase the market share, during the year, the Company has embarked on a major capital expenditure programme at two locations to manufacture four wheeler passenger vehicle tyres and two / three wheeler tyres. The 120 tonnes/day passenger four wheeler radial tyre factory at Halol will commission production during the second quarter of the FY 2015-16. The 120 tonnes per day two / three-wheeler tyre factor at Nagpur will go into production phase during the last quarter the FY 2015-16. Adequate land has been procured at Nagpur to facilitate multi-phase expansion of the capacity. Together with the new capacities, including the factory under construction in Bangladesh, and outsourced capacities, the total capacity of the Company will rise to ~1100 tonnes/day.

outsourcing

CEAT has been following an “asset-light-approach” to its manufacturing to conserve capital and increase the returns to shareholders. Over the years, the Company’s outsourcing business has grown substantially both in terms of volumes and quality systems. Focus at the outsourcing units continues to be on two and three wheeler tyre categories. During the year, key OEMs gave their approval to CEAT’s outsourcing locations, which indicates the confidence on the quality of control systems initiated by the Company at its outsourcing partner’s locations. The Company is scaling up its operations in line with the category growth.

truck tyre product categories through product innovation and customer services. Similarly, the Company has been focussing on maintaining a good mix of sales between the OEM and replacement tyre markets.

FY11 FY12 FY13 FY14 FY15

Non-Truck Truck and Buses

58%54%48%47%42%

42%46%52%53%58%

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Branding

he o pan elie es that e ecti e ar eting and randing is critical to the s ccess o its prod cts apart ro alit and inno ation he consolidated ad ertise ent and sales pro otion e penses increased o ro

to he o pan intends to pro ote its prod cts and rands and co petiti el position the in the ar et contin ing to in est in inno ati e

ar eting ca paign partic larl related to the t o heeler and passenger car t res he ar eting spends are directed to ards sharpl defined target prod ct categories ith di erentiated positioning strategies n line ith the increasing rand ilding oc s in the co pan participated

in e e ents li e the ric et orld p oadies hase the onsoon and ahindra d ent re rther

the o pan plans to increase its ar eting spend in fiscal and ill contin e to in est higher o tla s on randing

o er the ears to dri e the e pansion o the ar et share o its passenger t res

New Product Development, Technology and R&D

nno ati e prod ct la nches re ained at the ore ront o the o pan s prod ct e pansion strateg in oth the do estic and e ports ar ets i e earlier ears there ere aro nd ne pgraded prod ct la nches ostl in the

argin accreti e t o heeler and passenger car seg ents he inno ations incl ded ne arieties o t eless t res

as ell

he o pan is consistentl in esting in pgradation o its technological capa ilities and to deli er high alit inno ati e and specialised prod cts across categories he oc s or the ear as on de eloping prod cts ith s perior grip ani ested in the dr and et s r ace ra ing distance to pro ote ser sa et itho t co pro ising on co ort

etter el e ficienc and red ced noise are other e eat res that the o pan is constantl stri ing to enhance thro gh technological ad ance ents o red ce car on ootprint the

tea is contin o sl pgrading prod cts ith lo er rolling resistance and an act ring process ith red ced energ intensit

s in est ent spans in rastr ct re processes so t are tools and people ell str ct red ll

integrated centre at alol ith a alified and sta le tea co ple ents odern e ip ent and tools sed to anal se t re co position and to si late t re per or ance thro gh ario s so t are tools he o pan interacts ith pro essional instit tions li e the ndian nstit te o echnolog

to contin o sl pgrade no ledge and capa ilities it also or s ith so e e glo al technolog cons ltants to proc re inp ts on t re design and co po nding

oing or ard s oc s ill e on rther a g enting co petencies and capa ilities partic larl in the categor

here siness is gro ing aster

RISK MANAGEMENThe c rrent econo ic en iron ent in co ination ith the

high gro th target set the o pan carries ith it an e ol ing set o ris s recognises that these ris s need to e anaged to protect its c sto ers e plo ees shareholders

and other sta eholders

he o pan has a ell defined nterprise is anage ent ra e or in place he pri ar o ecti e o the

nction is to i ple ent a ra e or that a g ents ris response decisions and red ces s rprises hile enefiting ro an possi le opport nit progra e in ol es ris identification assess ent and ris itigation planning or strategic operational financial and co pliance related ris s across ario s le els o the organisation his incl des selecting the ost e ecti e a to anage siness ris s

Ris ide tific ti d itig ti

he first step in the ris anage ent process is the identification o ris s nder this e ents hich a ha e an ad erse i pact on the realisation o siness o ecti es are descri ed n order to identi ris s a range o potential e ents is considered hile ta ing into acco nt past e ents and trends as ell as t re e pos res

Reviewing the status of mitigation and residual risks

Once ris s are identified the are prioritised ased on the i pact and li elihood he ris s are onitored and re ie ed periodicall to assess the change in their li elihood and i pact erging ris s i an are also doc ented in this process along ith their itigation plans he progress o ris itigating actions controls is eas red e al ating the

o pan s per or ance on the e is ndicators s defined or e er ris

BUSINESS RISKS AND MITIGATION STRATEGIES

Commodity price volatility

his ris is itigated the o pan thro gh a co odit des that gathers intelligence on the ar et and g ides proc re ent ro st endor anage ent s ste is in place to strengthen relations ith s ppliers ith a ie to ilding

t all eneficial long ter relations ean hile the o pan contin es to e plore the possi ilit o ne so rcing

partners to iden its s pplier ase

Competition

ncreased co petition ro other pla ers in the ind str a a ect gro th potential hro gh deep do ain no ledge technolog pro ess and randing the o pan has created strong di erentiators in ter s o alit and prod ct o erings his red ces the threat o this ris to a considera le e tent

Radialisation in Truck & Bus segment

slo er than e pected increase in radialisation in the tr c and s t re seg ent a i pact argins o ease this ris the o pan is con erting its tr c and s ias capacities into other seg ents that ha e higher de and he oc s is also on penetrating the o erseas ar ets here accepta ilit or ias t res is higher

Industrial Relations

ncreased la o r acti is across the co ntr a pose a challenge to the o pan s operations o itigate this ris the o pan contin all engages ith the or orce to ild their tr st and strengthen the la o r relations at its

an act ring acilities


enVIRonMenT, occUPATIonAl heAlTh AnD SAFeTyThe Company’s goal is to be the most preferred supplier by adopting Quality Based Management to deliver its products to markets in a safe and environment-friendly manner and at competitive costs. It is committed to complying with applicable occupational health, safety and environmental regulations and other requirements in its operations. It believes that accidents and occupational health illness cases can be significantly reduced through a proactive and systematic approach involving hazard identification and risk assessment, and by providing appropriate training to employees and contractors.

environmentThe Company’s environment protection principle is - Reduce, Reuse and Recycle of Waste, while its approach is Pollution Prevention instead of Control. Periodic monitoring and review of consent conditions is its topmost priority. The Company has implemented various projects to reduce Green House Gases (GHG) emissions such as Briquette Boiler and use of cleaner fuel such as Piped Natural Gas. Water consumption reduction projects are implemented at all the plants. The Halol & Nashik plants are ‘zero discharge facilities’. The Halol, Bhandup and Nashik manufacturing plants are ISO 14001 certified.

occupational health

The Company’s objective is ‘Zero Occupational Illness Cases’ and it has carried out Occupational Health Risk Assessment in all the plants. Ergonomic study is carried out and recommendations given are implemented. Cross Functional Teams have been formed to implement fatigue reduction projects to boost productivity. The Company has full-fledged Occupational Health Centres manned by Medical Staff 24x7. Ambulances and First-aid medical facilities are provided in all the three plants. Periodical medical check-ups of all employees, including contractor employees, are carried out periodically.

Safety

The Company’s objective is ‘Zero Accident’. To achieve this objective, it has adopted a proactive approach of risk management that includes risk elimination, substitution and control by implementing engineering measures. Safety Induction Training to new entrants and periodical training to all employees including contractors is a continuous activity. Consultation and Communication is the driver for involvement of employees in the safety management system. The Halol, Bhandup & Nashik manufacturing plants are OHSAS 18001 certified. Put together, the three facets of sensitised safety culture, high quality safety infrastructure and strong management practices will help the Company produce consistent results in safety.

hUMAn cAPITAlCEAT has always made sincere, substantive and sustained efforts towards building an eco-system which promotes the development and advancement of all its employees. The establishment of institutionalised academies, in Sales and Manufacturing functions is a key initiative to improve operational excellence. The Company takes the widest possible view on diversity and ensures that assignments and opportunities for advancement are accessible to everyone.

InTeRnAl conTRol SySTeMS AnD TheIR ADeqUAcyCEAT has a strong internal control system in place, which is commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit system comprises various components. Internal Financial Reporting Control, Legal Compliance, IT Compliance, Fraud Risk Controls, Asset Controls etc. are the key components. A proper structure is in place that identifies the plan and scope of controls, documents risks and controls, evaluates these controls, and eventually helps as a tool for reporting.

All the key components are monitored on a regular basis and are being strengthened on a constant basis. An Enterprise Risk Management policy is documented and key risks are reviewed by the Management on a half yearly basis and presented to the Audit Committee.

Whistle Blower Policy, Code of Conduct and Fraud Response Plan have all been documented. There is a review of all the key processes as a part of the IA plan. All key issues arising out of Audits are monitored on a regular basis and presented to the Audit Committee as well.

All the processes and controls will be revisited, reviewed and further strengthened in the next financial year to comply with the necessary requirements.

cAUTIonARy STATeMenTSStatements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence the Company’s operations include economic developments within the country, demand and supply conditions in the industry, input prices, changes in government regulations, tax laws, and other factors such as litigation and industrial relations.

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he consolidated financial state ents the anal sis hereo is presented here nder and in the ollo ing pages p rs ant to the re ire ents o la se o the it isting gree ent o ha e een prepared in accordance ith the re ire ents o the o panies ct and applica le acco nting standards iss ed the nstit te o hartered cco ntants o ndia he anage ent o i ited accepts the integrit and o ecti it o these financial state ents as ell as the ario s

esti ates and dge ents sed therein he esti ates and dge ents relating to the financial state ents ha e een ade on a pr dent and reasona le asis in order that the financial state ents are re ected in a tr e and air anner and also reasona l to present the o pan s state o a airs and profit or the ear

he consolidated financials consist o the operations o i ited its t o ndian s sidiaries ado res i ited and pecialt res i ited o the ri an an operations and o the operations o its s sidiar in angladesh

i ited ince the operations o s s sidiaries and the ri an an oint ent re constit te onl o the consolidated re en es the anal sis does not present an significant details thereo

SUMMARY OF PROFIT AND LOSS ACCOUNT

` in acsParticulars FY 2014-15 Change Change %otal re en eost o aterials finished goods cons ed

plo ee enefit e pensesOther e penses

e ore e ceptional ite sFinance cost

epreciation and a ortisationceptional ite s

rofit a ter ta e ore attri ta le to inorit interest

Revenue analysis (Note 24, page 174)

e en e co prises o the ollo ing

` in acsParticulars FY 2014-15 Change Change %ale o prod cts net o e cise d to altale o scrap

o ern ent grantsOthersOthers inco eTotal 5,82,473.31 5,56,797.35

he sales re en e or the ear has gro n p in o er hereas the sales ol e increased he lo er gro th o sales al e in co parison to ol e gro th is d e to lo er realisation in ports and O ar et seg ents o e er the a erage price realisation in the replace ent ar et seg ent has slightl i pro ed d e to

positi e change in the prod ct i

he ar et seg ent ise sales al e o standalone financials is ta lated elo

` in acsChannels FY 2014-15 Change Change %

eplace ent O

ports

Total 6,13,374.98 5,84,614.36 28,760.62 4.92

he gro th in the replace ent ar et is s stantiall d e to significant gro th in passenger t re categories the sl ggish econo ic conditions and the delin ent onsoon res lted in the negati e replace ent ar et gro th in the co ercial and ar t re categories ntense co petition ro the hinese t res at the d ping prices and the c rrenc depreciation in certain e port ar ets ca sed ar ed deceleration in the e port ar et seg ent

Discussion on the Financial Performance

Discussion on the Financial Performance 77

Other inco e pri aril incl des interest recei ed ro an s di idend ro t al nd in est ents reco er o ilding aintenance interest on dela ed pa ents ro c sto ers etc he significant increase d ring the ear is on acco nt

o di ident recei ed ro li id t al nds in ested ro n tilised portion o the alified nstit tional lace ent e er o and internal accr als

st f teri s fi is ed g ds c s ed sis te ge te ge

ost o aterials finished goods cons ed co prises o the ollo ing ite s

` in acsParticulars FY 2014-15 Change Change %

ost o aterials cons edrchase o stoc in trade

hanges in in entorTotal 3,53,332.73 3,56,574.98

onsistent ith the do n ard trend in the glo al co odit prices and cr de prices the ra aterial prices ha e rther declined d ring the ear s a res lt the cost o aterials cons ed as a percentage o sales has declined to

or the ear as co pared to or the pre io s ear

ee e efits e e se sis te ge

plo ee enefits e pense co prises o the ollo ing

` in acsParticulars FY 2014-15 Change Change %alaries ages and on sontri tion to pro ident nd and other ndsrat it e pensesta el are e penses

Total 37,889.26 31,091.61

otal e plo ee enefit e penses recorded an increase o o er the pre io s ear alaries ages and on s increased ainl on acco nt o long ter age settle ent at t o o o r plants in hand p and ashi rat it ent p

significantl d e to re ised higher ages p rs ant to long ter age settle ent and decrease in the applica le disco nting rate ro to as lo er interest rate re ires higher contri tion to pro ide or co para le t re lia ilit lso the pre io s ear s grat it a o nt is strictl not co para le as it incl ded a re ersal o ` lacs eing e cess pro ision arri ed at ased on the applica le disco nting rate or the ear

Ot er e e ses sis te ge

Other penses pri aril incl de the ollo ing e penses constit ting re io s ear thereo


on ersion chargestores and spares o er elreight deli er chargesepairsra elling con e anced ertise ent and sales pro otionro essional cons ltanc chargese ates disco nts

on ersion charges representing charges paid to ario s endors or con ersion o the ra aterial into ario s t o three heeler t res etc ha e increased o er the pre io s ear ainl on acco nt o higher ol e o and the alance d e to periodic p ard re ision to eet the higher costs inc rred the endors reight and deli er charges ent p pri aril on acco nt o significant increase in t o heeler sales ol es and o erall sales ol e gro th

o er densit o t o heeler t res leads to higher o t o o reight and deli er charges ario s sa et eas res ta en the o pan d ring the ear res lted in higher o tla on repairs o pan s increased thr st on rand

ilding led to higher spending on ad ertise ent and sales and pro otion e penses ncrease in the pro essional and cons ltanc e penses is d e to ar et st dies nderta en or ne prod cts and ar ets

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ef re e ce ti ite s sis

he has gone p or the ear hile argins re ained at aro nd he increased anpo er costs and other o erheads as e plained a o e ha e set o the gains on acco nt o higher gross argins d e to lo er ra aterial costs

Finance cost analysis (Note 29, page 175)

` in acsParticulars FY 2014-15 Change Change %nterestOther orro ing costTotal 13,186.49 17,204.49

nterest co prises interest on ter loans and ario s or s o or ing capital loans pri aril dealer deposits p lic deposit ers credit ill disco nting etc Other orro ing costs ostl co prise c rrenc hedging cost o ers credit and

processing ees

nterest and other orro ing costs ha e co e do n d e to red ction in interest rates and an charges p rs ant to higher credit rating sched led repa ent o loans also ro ght do n the o tstanding loans leading to lo er interest

e reci ti rtis ti e e ses sis te , page 169)


epreciation ortisation penses 9,342.52 8,654.34

epreciation has increased on acco nt o re assess ent o the se l li e o assets as re ired ched le o the o panies ct and other additions to the gross loc on acco nt o reg lar capital e pendit re lso on re assess ent o the se l

li e o the assets a depreciation o ` lacs has een charged to general reser e

ce ti ite s te , page 184) e er note or co plete details on e ceptional ite s

r fit fter t

gre as co pared to the pre io s ear ainl d e to red ction in the finance cost as e plained a o e and e ceptional ite s re io s ear s e ceptional ite s incl ded the esti ated loss on acco nt o fire in ra aterial stores o o r

hand p plant

Balance Sheet

Share capital (Note 3, page 161)

` in acs

ParticularsAs at

31.03.2015s at Change Change %

ss ed scri ed and paid p 4,045.01 3,595.57

he increase in the s scri ed and paid p capital is on acco nt o iss ance o ll paid p e it shares o ace al e ` each ` each d ring the arter ended ece er p rs ant to alified nstit tional lace ent

ss ed capital incl des shares hich ere o ered on rights asis in ept in a e ance d e to title disp tes and pending in co rts


Reser es d s r s te , page 162)

` in acsParticulars As at


apital reser e apital rede ption reser e ec rities pre i reser e e al ation reser eash o hedge reser e oreign c rrenc translation reser eeneral reser e rpl s in the state ent o profit and loss

Total 1,64,180.52 99,265.49

Capital reserve apital reser e co prises o o ern ent sidies a o nting to ` lacs recei ed d ring and s rpl s arising o t o the a alga ation o eccan i re lass i ited ith the o pan a o nting to `

lacs d ring or eit re o shares and con erti le arrants a o nting to ` lacs d ring and receipt o shares ro ado res i ited p rs ant to order a o nting to ` lacs d ring

and iscellaneo s alance sheet ad st ents a o nting to ` lacs d ring

it rede ti reser e apital rede ption reser e represents a o nt trans erred ro profit and loss acco nt on rede ption o pre erence shares

d ring

Securities premium reservehe opening alance o sec rities pre i reser e pertains to pre i net o iss e e penses on con ersion o partl

con erti le de ent res d ring and to iss e o shares d ring on rights asis and con ersion o share arrants d ring

he increase in sec rities pre i reser e represents pre i on the iss e o e it shares o ̀ each at a pre i o ` per e it share aggregating to ` lacs nder alified nstit tional lace ents d ring O t o the total proceeds the o pan spent ` lacs net o ta to ards iss e e penses

Revaluation reservehe re al ation reser e represents the re al ation a o nt o er the oo al e o the reehold land and plant achiner o ri an a oint ent re d ring

s edge reser e t represents ar to ar et al ation o e ecti e hedges as re ired he significant o e ent nder this head pertains to lo er oreign c rrenc e pos re and olatilit o pee s ollar

Foreign currency translation reservet represents the aggregate e change di erence arising on consolidation o o r oreign s sidiaries or the p rpose o consolidation the alance sheet ite s are translated at closing e change rate as at the alance sheet date and re e ne ite s are translated at a erage e change rate pre illing d ring the ear here s ch rates appro i ate the e change rate at the date o transcation incl ding the di erence o r pee and s sidiaries oint ent res reporting c rrenc is acc lated to oreign c rrenc translation reser e

General reservehe opening alance o general reser e ostl represents the a o nts trans erred on di idend declaration p rs ant to ection

o the o panies ct

he red ction in the general reser e or the ear represents the e cess o the oo al e o er resid al al e o the fi ed assets hose li e had e pired as on pril ritten do n to their resid al al e d ring the ear on the reassess ent o se l

li es o the fi ed assets o the o pan and its s sidiar ado res i ited p rs ant to ched le o the o panies ct

Surplushe alance represents the re ainder o the net profits or the losses as the case a e o ario s ears incl ding the c rrent ear a ter declaration o di idends distri tion ta es thereon and trans ers to the general reser e i an

Minority interesthe inorit interest o ̀ lacs represents the aggregate share o the inorit shareholders net orth in the o pan s

t o s sidiaries eing ` lacs in ado res i ited or shareholding and ` lacs in i ited or shareholding

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g ter rr i gs te ge 163)

he detailed co position o long ter orro ings together ith the sec rit details there ore is rnished in the said ote to the onsolidated inancial tate ents

eferred t ssets i i ities te , page 166)



e erred ta assetse erred ta lia ilities

Net 12,495.06 11,483.56

e erred ta assets pri aril represent de erred ta es on pro isions or e plo ee retirals enefits ol ntar retire ent e penses pro ision or do t l de ts and ad ances pro ision or slo o ing stoc s and di erence in closing stoc al ation as per cco nting tandard and ection o the nco e a ct

e erred ta lia ilities pertain to the ta pa a le on the di erence et een depreciation as per o panies ct and nco e a ct

Other long-term liabilities (Note 8, page 166)



eposits 142.20 142.20

hese are interest ree deposits recei ed ro the occ pants o the o pan s pre ises in ai to ards aintenance o pre ises

Long-term provisions (Note 9, page166)



ro ision or arrantro ision or co pensated a sences ro ision or grat it

Total 3,238.11 2,458.02

ro ision or grat it consists o n nded grat it pro ision o the o pan s oint ent re in ri an a rat it is not applica le or o pan s angladesh s sidiar

s grat it sche e is nded ith an ins rance co pan in the or o ali ing ins rance polic and the corresponding pro ision is incl ded in hort ter ro isions re er ote to the onsolidated inancial tate ents

rt ter rr i gs te , page166)

` in acs

ParticularsAs at


ec redor ing capital loan ro an sash credit acilities ro an s port pac ing credit

ers credit sec redport pac ing credit

er loan ro an s lic deposits

Total

he detailed co position o short ter orro ings together ith the sec rit details there or is rnished in the said ote to the onsolidated inancial tate ents


r de es te , page 167)

` in acs

ParticularsAs at


e to icro all and edi nterprise o erd e not d eOther trade pa a lesTotal 65,828.14 68,884.53

Other trade pa a les pri aril incl de a o nt pa a le or aterial s pplies acceptances con ersion charges ser ice charges etc here ere no aterial o erd es in Other rade a a les

Other current liabilities (Note 12, page 167)

` in acs

ParticularsAs at


rrent at rities o long ter orro ingnterest accr ed t not d e on orro ingsnclai ed di idendsnclai ed interest at red deposits

Other payables:a a le to capital endorseposits ro dealers otherstat tor d esd ance recei ed ro c sto ersre i on or ard contracts

Total 55,351.43 54,705.53

rrent at rities o ong ter orro ing are instal ents pa a le to the lenders o long ter loans till arch

nterest ccr ed t not d e on orro ings consists o interest on p lic deposit ter loans ill disco nting and ers credit

a a les to capital endors represent the a o nt pa a le or proc re ent o capital goods he significant increase is d e to proc re ent o capital goods or alol phase radial t re pro ect

eposits ro dealers others are interest earing sec rit deposits recei ed ro t re dealers and gents redit to the dealers is li ited to the a o nt o sec rit deposits recei ed ro the nterest on these deposits is pa a le arterl

tat tor es represent ta es accr ed t not d e and pri aril incl des d es pa a le or al e added ta e cise d t c sto s d t ta ded cti le at so rce pro ident nd pro essional ta local od ta etc

re i on or ard contracts is pre i accr ed t not d e on the ne pired or ard contracts or hedging all ers credit lia ilities all s ppliers credit lia ilities and partiall oreign c rrenc e pos re on acco nt o p rchase orders or i port o ra aterial

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Short-term provisions (Note 13, page 168)

` in acs

ParticularsAs at


ro ision or co pensated a sencesro ision or grat it ro ision or proposed di idendro ision or ta on proposed di idendro ision or inco e ta net o ad ance taro ision or arrant ro ision or indirect ta ro ision or ta and la o r atters ro ision or ar to ar et losses on

deri ati e contractsTotal 11,096.99 7,822.23

ro ision or o pensated sences is the lia ilit or e plo ees n tilised encasha le lea e ased on act arial al ation

ro ision or nco e a net o ad ance ta is nad sted ta pro isions or ario s ears here either assess ents or appeals are pending

e er ote or e planation o all other ite s

i ed ssets et c te , page 169)

` in acs

ParticularsAs at


angi le assets ntangi le assets apital or in progress

Total 1,78,829.57 162,467.53

Tangible assets

hese ostl incl de land ildings plant and achiner etc he arginal increase therein is ainl d e to land p rchased at agp r and reg lar capital e pendit re as red ced depreciation or the ear and a o nt trans erred to general reser e p rs ant to application o ched le o the o panies ct

ring the ear ` lacs ere also red ced ro gross loc on acco nt o the disposal o ario s assets or co plete details please re er to the ote to the onsolidated inancial tate ents

Intangible assets

ntangi le assets consist o so t are rand ac isitions and technical no ho he lo er net loc as at the end o the ear is d e to the a ortisation or the ear

it r i r gress

apital or in progress ostl incl des the pro ect capital e pendit re o the radial t re actor nder constr ction in alol arat ndia and angladesh s sidiar s ias t re actor he increase d ring the ear pertains to alol phase radial t re

pro ect

d i c s id ti

he good ill on consolidation o ` lacs represents the e cess o ac isition cost o er the oo al e o the assets o the o pan s three s sidiaries oint ent re eing ` lacs in ri an a oint ent re ` lacs in

ado res i ited and ` lacs in eat pecialt res i ited as red ced capital reser e o ` lacs arising on consolidation o the o pan s angladesh s sidiar i ited he capital reser e arose on the second tranche o e it in est ent in i ited the o pan there red cing its sta e to hile the alance as s scri ed partner han and o pan i ited he e change ct ation as on the said second tranche o e it in sion ollo ed acc lated losses res lted in the capital reser e rior to this

i ited had sta e in i ited


Non-current investments (Note 15, page 171)

he co position o non c rrent in est ents is rnished in the said ote to the onsolidated inancial tate ents

c rre t ssets: g ter s d d ces te , page 171)

` in acs

ParticularsAs at


apital ad ances ec rit deposits

Other deposits d ance pa ent o ta net o pro isions

credit entitle ent Total 8,307.54 8,702.97

he increase in the capital ad ance is on acco nt o the ad ances gi en to the s ppliers o e ip ent ainl or the alol phase radial t re pro ect and the angladesh s sidiar s ias t re pro ect

ec rit deposits pri aril co prise deposits gi en to ario s stat tor go ern ent a thorities and rental deposits

redit as tilised to ards the nor al ta lia ilit or the ear

Other non-current assets (Note 17, page 171)

` in acs

ParticularsAs at


na ortised ancillar cost o orro ing e al ation o hedging instr ents

Total 677.51 1,004.81

na ortised ancillar cost is the prepaid finance charges s ch as loan processing ees an g arantee charges etc he increase is d e to the processing ees paid or o taining the ter loans d ring the ear pri aril or alol e pansion pro ect

he re al ation o hedging instr ent is the ar to ar et al ation o long ter hedging instr ent he red ction is d e to trans er o c rrent at rit portion to other c rrent lia ilities

Current investments (Note 18, page 171)

hese in est ents o ` lacs re io s ear il held in the or o li id t al nds are ro n tilised portion o the alified nstit tional lace ents e er note and internal accr als

Inventories (Note 19, page 172)

` in acs

ParticularsAs at


a aterialsor in progress

inished goods raded goodstores and spares

Total 68,014.53 75,357.80

s ra aterial in entor is a o t o the consolidated ra aterial in entor s a eas re o the cost o aterial cons ption or goods sold the ra aterial in entor has slightl inched p to da s as or the ear as co pared to da s or the pre io s ear

or in progress o is o consolidated or in progress s a percentage o finished goods in entor has declined to or the ear as co pared or the pre io s ear

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s finished goods in entor is a o t o the consolidated finished goods in entor s a eas re o goods sold the finished goods in entor has eco e etter at da s or the ear as co pared to da s or the pre io s ear

r de Recei es te , page 172)

` in acs

ParticularsAs at


e ts tst di g f r eri d e ceedi g t s fr t e d te t e re d e f r e t:

nsec red considered goodnsec red considered do t less pro ision or do t l de ts

Total (A)Other de tsec red considered goodnsec red considered good

Total (B)Total (A+B) 70,494.98 75,453.22

s a percentage o the consolidated trade recei a les s recei a les a o nting to ` lacs constit te he recei a les position or the c rrent ear has i pro ed to da s sales o tstanding as co pared to da s or the

pre io s ear

hile o the total recei a les ere not d e as at arch thereo ere not d e as at arch

he ageing profile o the o erd e recei a les net o pro isions is gi en elo

DaysAs at

31.03.2015s at

da s da s

o e da s

s d ces te , page 172)

` in acs

ParticularsAs at


ces it s:On c rrent acco nts On npaid di idend acco ntsOn npaid p lic fi ed deposit and interest thereon

ash in handTotal (A) 10,258.83 11,364.99Ot er ces:

eposits ith at rit o ore than onths t less than onths argin one deposits

Total (B) 2,368.76 5,422.33Total (A+B) 12,627.59 16,787.32

lease re er ootnote to ote or detailed in or ation on the cash and an alances


he li idit o the o pan eas red thro gh c rrent ratio has i pro ed to ti es o its c rrent lia ilities as co pared to in the pre io s ear indicating higher sol enc

rt ter s d d ces te , page 173)

` in acs

ParticularsAs at


d ance recei a le in cash or ind or or al e to e recei ed

alance ith stat tor go ern ent a thorities Other depositsTotal 8,357.35 9,151.38

d ances recei a le in cash or ind or or al e to e recei ed a orl incl de ad ances to aterial endors e port enefits recei a le prepaid e penses rent deposits etc

alance ith stat tor go ern ent a thorities ostl incl de octroi re nds cen at recei a le ser ice ta recei a le ad ance c sto s d t etc

Other deposit constit tes earnest one deposits placed along ith the tenders or s ppl o t res to o ern ent e io ern ent nderta ings

Other Current Assets (Note 23, page 173)

` in acs

ParticularsAs at


nterest recei a leeco era le against fire losse al ation o hedging instr ent

Total 1,537.38 2,809.59

nterest recei a le pri aril incl des interest earned on argin one deposited

he a o nt reco era le against fire loss relates to the esti ated ins rance clai d e to the incidence o fire in ra aterial stores o o r hand p plant in O t o the total ins rance clai o ` lacs in the o pan recei ed on acco nt pa ents o ` lacs ro the e ndia ss rance o pan i ited and alance ` lacs ro the sale o scrap generated on acco nt o fire he resid al a o nt o ` lacs is considered good and reco era le ro the ns rance o pan

e al ation o hedging instr ent signifies ar to ar et short ter al ation o the hedging instr ents as at arch

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The Corporate Governance Report for the year 2014-15, which forms a part of Directors’ Report, is prepared pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

I. COMPANY PHILOSOPHY

The Company’s philosophy on Corporate Governance mirrors its belief that principles of transparency, fairness and accountability towards the stakeholders are the pillars of a good governance system. The Company believes that the discipline of Corporate Governance pertains to systems, by which companies are directed and controlled, keeping interests of members, while respecting interests of other stakeholders and society at large. It aims to align interests of the Company with its members and other key stakeholders. Accordingly, this Company’s philosophy extends beyond what is being reported under this Report and it has been the Company’s constant endeavour to attain the highest levels of Corporate Governance.

This Report is for compliance of Clause 49 of the Listing Agreement, which the Company has entered into with the Stock Exchanges.

II. BOARD OF DIRECTORS

The Board of Directors ensures that the Company runs on fair and ethical principles and plays an important role in creation of value for its stakeholders, in terms of the Company’s Corporate Governance and Ethics olic ll stat tor and other significant and aterial

information including information mentioned in Annexure X of Clause 49 of the Listing Agreement is placed before the Board to enable it to discharge its responsibilities of strategic supervision of the Company with due compliance of laws and as trustees of stakeholders. The Managing Director and Executive Director are responsible for the day-to-day management of the Company subject

to the supervision, direction and control of the Board of Directors. The Executive Directors are ably assisted by the Management Committee and Operating Committee, which implement the decisions and the strategic policies of the Board of Directors.

1. Composition:

As on March 31, 2015, the Board of Directors of the Company consisted of 13 (thirteen) members of whom, 2 (two) were ‘Executive’ Directors and 11 (eleven) were ‘Non-Executive’ Directors.

The Chairman, Mr. H. V. Goenka is a Non-Executive Director. Mr. Anant Vardhan Goenka, Managing Director and Mr. Arnab Banerjee, Whole-time Director (designated as the Executive Director- Operations) are the Executive Directors.

The Directors are eminent industrialists /professionals with experience in industry / business finance la and ring ith the the rep tation of independent judgment and experience, which they exercise and also satisfy the criteria of independence. However, the Board of Directors, adopting a more exacting view, has decided to treat only the Directors, as indicated in the para below, as Independent Directors.

2. Board Meetings held during the year and attendance there at:

During the Financial Year ended March 31, 2015, 7 (seven) meetings of the Board of Directors were held on April 8, 2014; April 29, 2014; July 22, 2014; August 26, 2014; October 30, 2014; February 5, 2015 and March 3, 2015. Details of Directors and their attendance in the said Board Meetings and also at the last Annual General Meeting are given below:

Name Category No. Of Board Meetings

attended during the year

Attendance at last AGM held on September

26, 2014

No. Of Directorships

in other public limited

companies

No. Of Committee positions held in other public limited

companies*

Chairman Member**

Mr. H. V. Goenka

Non-Executive Non-Independent

6 Yes 6 - -

Mr. Anant Vardhan Goenka

Executive Non-Independent

7 Yes 3 - -

Mr. Arnab Banerjee

Executive Non-Independent

7 Yes Nil - -

Corporate Governance Report

Corporate Governance Report 87

Name Category No. Of Board Meetings

attended during the year

Attendance at last AGM held on September

26, 2014

No. Of Directorships

in other public limited

companies

No. Of Committee positions held in other public limited

companies*

Chairman Member**

Mr. Paras K. Chowdhary

Non-Executive Non- Independent

5 Yes 2 - 1

Mr. Mahesh S. Gupta

Non-Executive Independent

6 Yes 4 1 4

Mr. A. C. Choksey


4 No 9 1 1

Mr. S. Doreswamy


7 No 1 1 1

Mr. Haigreve Khaitan


4 No 9 1 7

Mr. Bansi S. Mehta#


4 No # # #

Mr. Hari L. Mundra

Non-Executive Non-Independent

6 No 3 1 4

Mr. K. R. Podar Non-Executive Independent

4 No 2 - -

Mr. Vinay Bansal


7 Yes Nil - -

Ms. Punita Lal Non-Executive Independent

6 No 1 - -

Mr. Ranjit V. Pandit##


1 N.A. 2 - -

* Only Audit Committee, Stakeholders’ Relationship Committee is reckoned for this purpose. ** Membership in a Committee is inclusive of Chairmanship held by the Director.

# Retired, did not seek re-appointment at the Annual General Meeting held on September 26, 2014. ## Appointed as an Additional Director w.e.f. March 3, 2015.

Details of the Directors proposed for Appointment / Re-appointment at the forthcoming Annual General Meeting of the Company:

i) Mr. Hari L. Mundra: Mr. Hari L. Mundra, 65, is B.A. (Economics) from Mumbai University and MBA from Indian Institute of Management (IIM) Ahmedabad. He initially served Hindustan Lever Limited for 24 years in various positions namely Treasurer, Group Commercial Controller and Vice-President / Executive Director - Exports. Later, he joined RPG Group as Group CFO and President & CEO

-Carbon Black Business. Here, he handled ` 3,000 Crores worth of Mergers & Amalgamation deals and inter-alia launched the strategic initiatives viz. Asset Productivity Improvement, Total cost Management and Market Capitalization. Thereafter, he served Wockhardt Group as Executive Vice-Chairman for 2 years and led the company through a number of domestic brand launches in various therapeutic areas, some of which are now the mega brands. In 2003, he joined Essar Group as Dy. Managing Director and Director Finance-Essar Oil Limited. Here, he was instrumental for Essar clocking a turnover of ` 18,000 crores and market capitalization of ` 30,000 crores.

He has also served as the

i. Group Financial Advisor (to the Chairman, Wockhardt Group during 2009-2013 period, helping the to o erco e their financial crisis

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ii. Senior Advisor to Hospira Inc, USA for acquisition

of their Indian assets.

He also closely worked with professional bodies in

inance a ation and port fields and also pla ed a

key role in CII, FICCI, ASSOCHAM and BCCI. Currently,

he is a Member of Management Committee of Indian

Cancer Society since 2008 and visiting Professor of IIM

Ahmedabad since 2009.

Other Directorships:

t re oc s n otech ri ate i ited

ata toco p ste s i ited

llcargo ogistics i ited

ind stan argo i ited

ransindia ogistics ar ri ate i ited

Member / Chairman of the following Committees:

Sr. No.

Name of the Company

Name of Board Committee

Member/ Chairman

1. Allcargo Logistics Limited

Audit Committee Nomination and Remuneration Committee

Member Chairman

2. Tata Autocomp Systems Limited

Audit Committee CSR Committee

Chairman Chairman

3. Hindustan Cargo Limited


Member Member

4. Transindia Logistics Park Private Limited


Member Member

ii) Mr. Ranjit V. Pandit:

During the year under review, Mr. Ranjit V. Pandit has

been appointed as an Additional Director of the Company

w.e.f. March 3, 2015. Nomination and Remuneration

Committee has evaluated the candidature of

Mr. Ranjit V. Pandit for appointment as a director of the

Company pursuant to the criteria contained in the Policy

on Appointment, Training, Evaluation and Remuneration

for the Directors, Senior Management Personnel and

accordingly recommended the name of Mr. Ranjit V.

Pandit as a Director of the Company.

Mr. Pandit holds an M.B.A. degree from the Wharton

School at the University of Pennsylvania and a B.E.

degree in Electrical Engineering from VJTI, University of

Bombay, India. Mr. Pandit has served as a Managing

Director at the General Atlantic, LLC, a leading private

e it fir ith o er illion in ested in ndia and

USD 15 billion invested worldwide. Prior to this, he has

served as Managing Director and Chairman of McKinsey

& Company in India, which he joined in the year 1980

and was co-founder of McKinsey India practice that was

established in 1992. He led the practice for 11 years,

as Managing Director between 1997 - 2005 and as

Chairman between 2005-2007. He has also served on

a variety of Governments and regulatory bodies on policy.

Other Directorships:

Pratap Pandit Limited

The Industrial Leather Company Private Limited

Bombay Footware Private Limited

ABP Private Limited

Rhodia Specialty Chemicals India Limited

Membership / Chairmanship of Committees in other

Companies: NIL

III. COMMITTEES OF THE BOARD

(i) Audit Committee:

The Company has complied with the requirements of

Clause 49 (III) (A) as regards to the composition of the

Audit Committee. The Audit Committee has 3 (three)

members; Mr. Mahesh S. Gupta, Mr. S. Doreswamy

and Mr. Hari L. Mundra. All the members of the Audit

o ittee are financiall literate

Mr. Gupta is the Chairman of the Audit Committee.

ring the financial ear ended arch si

meetings of the Audit Committee were held on April 29,

2014; July 2, 2014; July 22, 2014; October 29, 2014;

February 5, 2015 and March 3, 2015.

Attendance at the Audit Committee Meetings:

Name of the Member No. of Meetings attended

Mr. Mahesh S. Gupta 5

Mr. S. Doreswamy 6

Mr. Hari L. Mundra 5

The requisite quorum was present at the meetings.

The terms of reference of Audit Committee included the

atters specified nder la se and o

the Listing Agreement as well as in Section 177 of the

Companies Act, 2013 (‘the Act’). The terms of reference

of the Audit Committee, inter alia, include the following:

(a) To recommend the appointment / re-appointment

/ re-placement, remuneration and terms of

appointment of the Statutory Auditors and the

Internal Auditors of the Company.


(b) To review and monitor independence and

performance of the Statutory and Internal Auditors.

(c) To review effectiveness of the audit process and

adequacy of the internal audit function, including

str ct re sta fing and reporting process and

frequency of the internal audit.

(d) To examine Financial Statements and Auditors’

Report thereon and for this purpose, to call, if

necessary, the comments of the Auditors about the

following:

(i) Internal control systems;

(ii) Scope of audit, including observations of

Auditors.

(e) To recommend the Financial Statement to the

Board for approval, after carrying out the procedure

mentioned at (d) above.

(f) To approve transactions of the Company with

Related Parties, including any subsequent

odifications

(g) To scrutinise inter-corporate loans and investments

made by the Company.

(h) To carry out valuation of undertakings and the

assets of the Company, as and when necessary.

(i) To evaluate the Internal Financial Control systems.

(j) To evaluate the Risk Management Systems.

(k) To monitor end use of funds raised through

public offers (including public issue, rights issue,

preferential issue, etc.) and related matters.

l o in estigate into an atter specified nder serial

nos. (a) to (k) above and for this purpose to obtain

advise of external professionals, if necessary,

and accord them full access to the information

contained in the records of the Company.

(m) To give personal hearing to the Auditors and Key

Managerial Personnel when, if necessary, while

reviewing the Auditor’s Report.

n o o ersee the o pan s financial reporting

process and disclos re o the financial in or ation

to ens re that the financial state ents are correct

s ficient and credita le

(o) To review the Annual Financial Statements with

the Management before submitting the same to the

Board particularly the following:

(i) Matters required to be included in the

Director’s Responsibility Statement to be

included in the Board’s Report in terms of

Section 134 (5) of the Companies Act, 2013;

(ii) Changes, if any, in accounting policies and

practices and reasons for the same;

(iii) Major accounting entries involving estimates

based on the exercise of judgement by

management;

i ignificant ad st ents ade in the financial

state ents arising o t o a dit findings

(v) Compliance with listing and other legal

re ire ents relating to financial state ents

(vi) Disclosure of any related party transactions;

ii alifications in the dra t dit eport

(p) To review with the Management the Quarterly

Financial Statements before submitting the same

to the Board.

o disc ss ith the nternal ditors an significant

findings and ollo p thereo

r o re ie findings o the internal in estigation

including the matters of suspected frauds or

irregularities or failure of internal control systems.

(s) To discuss with the Statutory Auditors the nature

and scope of internal audit before commencement

of the internal audit and also after completion of

the internal audit, to ascertain any internal area of

concern.

(t) To look into the regions for substantial defaults for

payment to the deposit holders, debenture holders

and creditors.

(u) To review the functioning of the Whistle Blower

Mechanism.

(v) To approve appointment of CFO, including the

whole-time Finance Director, after assessing the

alifications e perience and ac gro nd etc o

the candidate.

(w) To carry out any other function, as may be assigned

to Audit Committee pursuant to any amendments

to the Listing Agreement and the applicable

provisions of the Companies Act, 2013.

(x) To review the following information/document:

(i) Management Discussion and Analysis of

financial condition and res lts o operation

ii tate ent o significant related part

transactions as defined the dit

Committee), submitted by management;

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(iii) Management letter / letters of internal control

weakness issued by the Statutory Auditors;

(iv) Internal audit reports relating to internal

control weakness; and

(v) The appointment, removal and terms of

remuneration of the Chief Internal Auditor

shall be subject to review by the Audit

Committee.

(y) Investigate any activity within its terms of reference.

(z) Seek information from any employee.

(aa) Obtain outside legal or other professional advice.

(ab) To secure attendance of outsiders with relevant

expertise, if it considers necessary.

The Audit Committee Meetings are also generally

attended by the representatives of Statutory Auditors,

Internal Auditors, the Managing Director, the Chief

inancial O ficer ead nternal dit and the ice

President-Finance.

Mr. H. N. Singh Rajpoot, Company Secretary functions

as the Secretary of the Committee.

The Minutes of the Meetings of the Audit Committee

are discussed and taken note of by the Board of

Directors.

As per Clause 49(III) (A) (4) the Chairman of the Audit

Committee shall be present at the Annual General

Meeting (AGM) to answer shareholder queries. Mr.

Gupta, the Chairman of the Audit Committee has

attended the AGM of the Company held on September

26, 2014 to answer the queries of the shareholders.

(ii) Nomination and Remuneration Committee (NRC):

The Company through its Board of Directors have

constituted Nomination and remuneration Committee

(hereinafter referred ‘NRC’) in terms of Clause 49 (IV)

of the Listing Agreement. The terms of reference of NRC

incl de the atters specified nder la se o

the Listing Agreement as well as in Section 178 of the

Companies Act, 2013 (‘the Act’).

The Committee comprises of 3 (three) members,

Mr. Mahesh S. Gupta, Mr. Paras K. Chowdhary and

Mr. S. Doreswamy. Mr. Gupta is the Chairman of the

NRC. This Committee meets the criteria laid down in

Section 178 of the Companies Act, 2013 and Clause 49

(IV) of the Listing Agreement.

ring the financial ear ended arch

4 (four) meetings of the NRC were held on April 28,

2014; July 22, 2014; October 30, 2014 and February

5, 2015.

Attendance at NRC Meetings:



Mr. S. Doreswamy 4

Mr. Paras K. Chowdhary 3

The terms of reference of the NRC, inter alia, include

the following:

a o la do n criteria s ch as alification positi e

attributes and independence for appointment of

persons as directors or in the senior management.

o identi persons ho are alified to eco e

directors and who may be appointed in senior

management positions, as per the criteria laid

down.

c) To recommend to the Board the appointment and

removal of the Directors, including Independent

Directors.

d) To carry out evaluation of every director’s

performance.

e) To recommend to the Board a policy relating to

the remuneration for directors, including Managing

Director(s) (MD) and Whole-time Director(s)

(WTD), Key Managerial Personnel and other

employees. While formulating the policy, the NRC

shall ensure that:

(i) The level and composition of remuneration is

reasona le and s ficient to attract retain and

motivate directors of the quality required to

run the Company successfully;

(ii) Relationship of remuneration to performance

is clear and meets appropriate performance

benchmarks;

(iii) Remuneration to directors, Key Managerial

Personnel and senior management involves

a alance et een fi ed and incenti e pa

re ecting short and long ter per or ance

objectives appropriate to the working of the

Company and its goals.

f) To recommend remuneration to be paid to a

Director for any service rendered by him to the

Company which are of a professional nature and

provide an opinion, whether such Director possess

the re isite alification or the practice o s ch

profession.

As per Clause 49 (IV) (C), the Chairman of the

NRC could be present at the AGM to answer

shareholder queries. Mr. Gupta, the Chairman of

the NRC has attended the AGM of the Company

held on September 26, 2014.


The NRC reviews the remuneration payable to the MD/

WTD and Commission payable to the Non-Executive

Directors and recommends it to the Board.

On the recommendations of the NRC, the Board has

formulated a Policy on Appointment, Training, Evaluation

and Remuneration of Directors and Senior Management

Personnel which is enclosed as ‘Annexure VII’ of Directors’

Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and

Clause 49 of the Listing Agreement read with aforesaid policy:

A) The NRC has carried out the evaluation of performance

of every Director as under:

(a) Before re-appointment of executive and non-

executive directors (NED);

(b) At the time of recommendation of remuneration

payable to executive and non-executive directors or

changes therein;

(c) the performance of Executive Directors i.e.

Managing Director / Whole-time Director, taking

into account the appropriate benchmarks set as

per industry standards, the performance of the

Director and also of the Company.

B) The Board thereafter carried out the annual performance

evaluation of its own performance, individual

Directors and of its Audit Committee, Nomination and

Remuneration Committee, Stakeholders Relationship

Committee, Finance & Banking Committee, Corporate

Social Responsibility Committee, Project & Investment

Committee. The Company had for this purpose

appointed HR Craft Business Consultancy Private

Limited for carrying out the said evaluation process in a

transparent manner by using the questionnaire approved

by the Board which inter-alia included the following:

(a) Attendance at meetings of the Board and

Committees thereof,

(b) Participation in Board meetings or Committee

thereof,

(c) Contribution to strategic decision making,

(d) Review of risk management framework, risk

assessment and risk mitigation,

e e ie o financial state ents siness

performance.

(f) Advise on business investments and Mergers and

Acquisitions and contribution to the enhancement

of brand image of the Company etc.

(g) Guidance for organisation health and talent

management

(h) Review of Compliance of laws of the Land

(i) Assurance of Board agenda to be transparent, realistic to current needs.

The performance of individual Directors including the Chairman of the Board was evaluated on parameters such as active and consistent participation in the meeting, adequate preparation thereof, level of engagement and contribution to Company’s Strategy, independence of judgement, safeguarding the interest of the Company and its minority shareholders, individuals experience and credibility to bear on the critical areas of performance of the organisation, updation of knowledge of his/her area of expertise and open communication, fair chance to other members to participate in meetings, assistance in building positive image and growth of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Directors Remuneration

Details of remunerations paid to the Directors are given in MGT-9 Annexure IV of Directors’ report.

The remuneration paid to the MD and the WTD was duly recommended by the NRC and approved by the Board of Directors. The members have also accorded their approval to the said remuneration vide a special resolution passed at the AGM on August 10, 2012 for Mr. Anant Vardhan Goenka and August 22, 2013 for Mr. Arnab Banerjee.

Shareholding of Director

Mr. H. V. Goenka 1,33,933 Equity Shares

Mr. Paras K. Chowdhary 3,000 Equity Shares

Mr. Anant Vardhan Goenka 14,185 Equity Shares

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has prepared familiarization programme for its Independent Directors on their roles, rights and responsibilities in the Company, nature of its industry and the business model of the Company, etc. and the same was approved by the Board of Directors at their meeting held on February 5, 2015.

The said programme has been uploaded on the Company’s website http://www.ceat.com/Investors_intimation.aspx.

iii) Stakeholders’ Relationship Committee (SRC)

The Committee reviews and deals with complaints and queries received from investors. It also reviews and deals with responses to letters received from the Ministry of Corporate Affairs, the Stock Exchanges and Securities and Exchange Board of India (SEBI).

The SRC comprises of 3 (three) members, Mr. S. Doreswamy, Mr. Mahesh S. Gupta, and Mr. Paras K. Chowdhary. Mr. S. Doreswamy is the Chairman of the Committee.

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Mr. H. N. Singh Rajpoot, Company Secretary functions as the Secretary of the Committee.

ring the financial ear ended arch fi e meetings of the Stakeholders’ Relationship Committee were held on April 29, 2014; July 22, 2014; October 30, 2014’ February 5, 2015 and March 3, 2015.

Attendance at Stakeholders’ Relationship Committee Meetings:


Mr. S. Doreswamy 5



The status of the complaints received from investors is as follows:

Shareholders/Investors Complaints

Particulars of Complaints Complaint Nos.

Complaints as on April 1, 2014 0

Complaints received during FY 2014-15

19

Complaints disposed off during FY 2014-15

19

Complaints remaining unresolved as on March 31, 2015

0

The Board has designated Mr. H. N. Singh Rajpoot, Company ecretar as the o pliance O ficer

iv) Risk Management Committee (RMC)

The Board of Directors of the Company have constituted the RMC at its meeting held on February 5, 2015 comprising of Mr. Mahesh S. Gupta, Mr. S. Doreswamy, Mr. Hari L. Mundra as its members. Mr. Gupta is appointed as the Chairman of the Committee. The Board of Directors at its meeting held on July 22, 2014 delegated the function of Risk management to the Audit Committee. On constitution of the RMC, the Board has delegated the said function to the RMC thereby deleting the said function from terms of the Audit Committee.

As the RMC was constituted on February 5, 2015, no meeting of RMC was held during the year under review.

The scope and duties of the Committee are as under:

a. To identify and review the actual risks and the control deficiencies in the organi ation

o assist the oard o irectors in defining the ris appetite of the Company.

c. Framing of Risk Management and Mitigation Plan inter-alia to ensure that risk is not higher than the risk appetite determined by the Board of Directors.

d. Implementing the Risk Management and Mitigation plan approved by the Board through periodical reviews.

e. Monitor the effectiveness of Risk Management and Mitigation Plan.

f. Ensure that infrastructure, resources and systems are in place for risk management and mitigation and ensure their adequacy to maintain satisfactory level of risk management discipline.

g. Review the strategies, policies, frameworks, odels and proced res or the identification

measurement, reporting and mitigation of risks.

Business Risk Evaluation and Management is an ongoing process within the Organization to identify, monitor and minimize risks associated with the business.

v) Finance & Banking Committee (FBC) (Non-Mandatory Committee)

The Board of Directors of the Company have constituted this committee to delegate some of its powers to the FBC.

The FBC comprises of 3 (three) members, Mr. Anant Vardhan Goenka, Mr. Arnab Banerjee and Mr. Paras K. Chowdhary. Mr. Anant Vardhan Goenka is the Chairman of the Committee.

ring the financial ear ended arch (nine) meetings of the FBC were held on April 29, 2014; June 17, 2014; July 22, 2014; August 26, 2014; September 26, 2014; October 30, 2014; December 8, 2014; February 5, 2015 and March 3, 2015.

Attendance at FBC Meetings:


Mr. Anant Vardhan Goenka 9

Mr. Arnab Banerjee 8


The terms of reference of the FBC, inter alia, include the following:

a. To Approve fresh borrowing(s) to be obtained by the Company;

b. To approve the documents; such as Loan Agreements, Deed of Hypothecation, Agreements for security creation, and other Deeds, Indemnities, Undertakings, letters, writings, power of attorneys and any other documents required to be executed on behalf of the Company;

c. To approve short term investments in the units o t al nds and or in the fi ed deposits o


Sched led an s and a thorise the o ficials o the Company to sign any bills of exchange or hundis that may be required for any temporary borrowing.

d. To authorise opening and closing of bank account(s) with any bank as well as Demat Account(s) with any Depository Participant and change of signatories, wherever required.

e o a thori e the o pan s o ficials to represent and to e ec te sign s it and file an applications incl ding a fida its nderta ings or any other writings before any Magistrate, Court of Law, Tribunal, Government Authorities and judicial/non-judicial Bodies and any other authority.

o appro e a fi ation o the o on eal on an document required to be executed by the Company for management of its day to day affairs.

vi) Corporate Social Responsibility (CSR) Committee:

The Board of Directors has formed committee on CSR. The CSR Committee comprises of 3 (three) members, Mr. Anant Vardhan Goenka, Mr. Hari L. Mundra and Mr. Vinay Bansal. Mr. Anant Vardhan Goenka is the Chairman of the Committee.

ring the financial ear ended arch (two) meetings of the CSR Committee were held on September 26, 2014 and February 5, 2015.

Attendance at CSR Committee Meetings:



Mr. Hari L. Mundra 1

Mr. Vinay Bansal 2

The terms and reference of the Committee of the CSR include the followings:

a. To formulate and recommend to the Board the Corporate Social Responsibility Policy (CSR Policy) as specified in ched le o the o panies ct 2013 (‘the Act’) read with Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII.

b. To recommend to the Board the amount of expenditure to be incurred on the activities undertaken by the Company as per the CSR Policy

ithin the o erall li it specified in ection (5) of the Act, as amended from time to time,

t not less than o the a erage net profits of the Company during the 3 (three) immediately preceding financial ears calc lated p rs ant to Section 198 of the Act) or any other sum, as may be prescribed under Section 135 of the Act from time to time.

c. To monitor the CSR Policy of the company from time to time.

vii) Special Investment / Project Committee (Non-Mandatory Committee)

The Special Investment / Project Committee comprises of 3 (three) members, Mr. H. V. Goenka, Mr. Anant Vardhan Goenka and Mr. Paras K. Chowdhary. Mr. H. V. Goenka is the Chairman of the Committee. No fees are paid for attending the meetings of the Special Investment/Project Committee.

ring the financial ear ended arch t o meetings of the Special Investment / Project Committee were held on July 25, 2014 and August 26, 2014.

Attendance at Special Investment / Project Committee Meetings:


Mr. H. V. Goenka 2



The terms and reference of the Committee, inter-alia, includes the following:

a. Evaluate the viability report(s) presented on the overseas projects and approve the same.

b. Decide the location and to approve the initial capacity and cost of project.

c. Approve funding options of the projects, including the option of forming a joint venture.

d. Approve initial investment in the approved overseas project.

viii) QIP Committee: (Non-Mandatory Committee)

The Board of Directors at their meeting held on October 30, 2014 constituted a QIP Committee to consider and approve all matters including appointment of bankers /agents / intermediaries etc and also documents including agreements with said parties, obtaining approvals required from relevant authorities etc related to the iss e o e it shares the o pan thro gh alified Institutions Placement (QIP). The said committee comprises of 3 (three) members, Mr. H. V. Goenka, Mr. Anant Vardhan Goenka, Mr. Arnab Banerjee. Mr. H. V. Goenka is the Chairman of the Committee. No fees are paid to the members of the Committee.

Attendance at QIP Committee Meetings:


Mr. H. V. Goenka 5


Mr. Arnab Banerjee 5

ring the financial ear ended arch fi e meetings of the QIP Committee were held on November 6, 2014; November 24, 2014 (2 meetings); November 26, 2014 and November 28, 2014.

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The Function of this Committee has ceased to exist post completion of QIP activity.

INDEPENDENT DIRECTORS MEETING:

As per clause 49 of the Listing Agreement, as well as pursuant to Section 149(8) of the Companies Act, 2013 read with Schedule IV and in accordance with the Policy on Appointment, Training, Evaluation and Remuneration of Directors and Senior Management Personnel, the Independent Directors have, at their meeting held on March 3, 2015:

(a) Reviewed the performance of Non-Independent Directors and the Board as a whole;

(b) Reviewed the performance of the Chairperson taking into account the views of Executive Directors (EDs) and Non Executive Directors (NEDs) and

c ssessed the alit antit and ti elines o o o information between the Company Management and the Board.

6 (Six) Independent Directors were present at the said meeting.

IV. DETAILS ON GENERAL BODY MEETINGS

The details of the last 3 (three) AGMs are as follows:

Meeting Day, Date Time Venue

53rd AGM Friday, August 10, 2012 03:00 p.m. P. L. Deshpande Maharashtra Kala Academy, Mumbai.

54th AGM Thursday, August 22, 2013 10:00 a.m. P. L. Deshpande Maharashtra Kala Academy, Mumbai.

55th AGM Friday, September 26, 2014 03.30 p.m. P. L. Deshpande Maharashtra Kala Academy, Mumbai.

Special Resolutions passed at the last 3 (three) Annual General Meetings:-

Date of AGM Description of Special Resolution

53rd AGM, Friday, August 10, 2012

ppoint ent o r aras ho dhar as a hole ti e irector o the o pan or a period of 1 (one) year commencing from April 1, 2012 and ending on March 31, 2013.

ppoint ent o r nant ardhan oen a as anaging irector o the o pan or a period o fi e ears co encing ro pril and ending on arch

54th AGM, Thursday, August 22, 2013

ppoint ent o r rna aner ee as hole ti e irector o the o pan or a period o fi e ears co encing ro a and ending on a

ppoint ent o r nal ndra a relati e o r ari ndra irector o the o pan as ice resident pecialt res to hold o fice or place o profit in the o pan

ppro al o re neration a o co ission paid to the on ec ti e irectors or a period o fi e ears co encing ro pril

55th AGM Friday, September 26, 2014

ppro al nder ection a o the o panies ct to create ortgage and or hypothecation, on any of movable and/ or immovable properties wherever situated, whether present or future, on the whole or substantially the whole of any one of the Company’s undertaking or all of the Company’s undertakings in favour of any Bank(s), or Financial Institution(s) or body(ies) corporate or persons or trustees for the holders of debenture(s)/ bond(s), for securing any loan(s), borrowing(s) including working capital facilities whether fund based or non fund based, foreign currency loan(s), debenture(s), bond(s) or other financial instr ent s a ailed or as a e a ailed ro ti e to ti e together ith interest costs, charges, expenses and any other monies payable thereon.

ppro al o orro ings nder ection c o the o panies ct or orro ing not exceeding the limit of ` 10,00,00,00,000 (Rupees One Thousand crores only) in excess of the aggregate of the paid-up capital of the Company and its free reserves, from time to time.

cceptance o eposits nder ection and o the o panies ct

e neration to on ec ti e irectors nder ection and o the o panies Act, 2013.

o raise the nds thro gh capital in sion o p to ̀ 5,00,00,00,000/- (Rupees Five Hundred Crores only) by way of issue, offer and allotment of equity shares, American Depository Receipts, Global Depository Receipts, Foreign Currency Convertible Bonds, convertible or non con erti le de ent res and s ch other sec rities incl ding a o alified nstit tions Placement pursuant to Section 62 of Companies Act, 2013 and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulation, 2009.


Postal Ballot

During the year under review, the Company has passed 2 (two) resolutions as Special Resolutions through Postal Ballot in accordance to the procedure prescribed in Section 110 of the Companies Act, 2013 (‘the Act’) read with the Companies (Management and Administration) Rules, 2014.

Procedure of Postal Ballot:

The Company has passed following 2 (two) Special Resolutions on November 24, 2014, the details of which are as follows:

a) Alteration of objects clause of the Memorandum of Association:

The Company sought approval of members vide special resolution passed on November 24, 2014 for alteration of objects clause of the Memorandum of Association of the Company. Mr. P. N. Parikh, Practicing Company Secretary was appointed as Scrutinizer for the postal ballot process for conducting the entire activity in a fair and transparent manner. The said resolution was passed as a Special Resolution on November 24, 2014 with the votes cast in favour of the resolution being 99.99% as against 0.0017% votes against the resolution.

b) To increase the shareholding of Foreign Institutional Investors from 24% to 45% of the total paid up capital of the Company.

The Company sought approval of members vide special resolution passed on November 24, 2014 for permitting Foreign Institutional Investors to acquire and hold equity shares not exceeding 45% of the total paid up capital of the Company through

alified nstit tional lace ent r N. Parikh, Practicing Company Secretary was appointed as the Scrutinizer for the postal ballot process for conducting the entire activity in a fair and transparent manner. The said resolution was passed as a Special Resolution on November 24, 2014 with the votes cast in favour of the resolution being 99.99% as against 0.0015% votes against the resolution.

Scrutinizer for e-voting and vote on ballot paper: Mr. P. N. Parikh, Practicing Company Secretary was appointed as Scrutinizer for conducting electronic voting and the postal ballot process in a fair and transparent manner and to give his report to the Chairman of the Company.

V. DISCLOSURES

isc s res teri sig ific t re ted rt tr s cti s t t e te ti c ict it t e interests of Company at large

here ere no aterial and or significant related part

transactions during the FY 2014-15 that were prejudicial

to the interest of the Company.

2. Whistle Blower Policy

The Company has also adopted a ‘Whistle Blower

Policy’ for its employees to report to the Chairperson of

the Audit Committee instances of unethical behaviour,

actual or suspected fraud or violation of the Company’s

Corporate Governance and Ethics policy and the

policy is displayed on the website of the Company

www.ceat.com. No personnel/employee of the Company

denied access to the Audit Committee for reporting

instances of unethical behaviour or suspected fraud or

violation of the policy.

3. Disclosure of Related Party Transactions

The Company follows the policy on Related Party

Transactions in disclosing the related party transactions

to the Audit Committee:

a) A statement in summary form of transactions with

related parties in the ordinary course of business

and on arm length basis is placed before the Audit

Committee.

b) The transactions entered into with Related Parties

as defined nder the o panies ct and

Clause 49 of the Listing Agreement during the

financial ear hich ere in the ordinar co rse

of business and on an arms’ length pricing basis

placed before the Audit Committee, and those

related party transaction which were in the ordinary

course of business but not on arms’ length pricing

basis placed before the Board.

c here ere no ateriall significant transactions

ith related parties d ring the financial ear hich

ere in con ict ith the interest o the o pan

d) Suitable disclosure as required by the Accounting

Standards (AS18 - Related Party Disclosures) has

been made in the notes to the Financial Statements.

e) Details of transactions with related parties, if any,

which are:

i. not in the normal course of business;

ii. not at arms’ length basis;

iii. exceeding the threshold limits prescribed

under the Companies Act, 2013 and the

Rules made thereunder or the Clause 49 of

the Listing Agreement are placed before the

Audit Committee, Board and Members for

their approval.

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The Company has formulated a policy on Related Party Transactions and the same has been displayed on the Company’s website www.ceat.com at the link http://www.ceat.com/Investors_intimation.aspx

4. Disclosure of Accounting Treatment

The Company has followed the Accounting Standards specified nder ection o the o panies ct 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, to the extent applicable, in the preparation o the financial state ents

5. Disclosure of Risk Management

The Company has laid down procedures to inform Board members about the risk assessment and minimisation procedures. These procedures are periodically reviewed to ensure that executive management controls risks thro gh eans o a properl defined ra e or

6. Proceeds of Preferential allotment of equity shares

During the year under review, the Company has, pursuant to the special resolution passed by the members at the AGM held on September 26, 2014, allotted 44,94,382 Equity shares at a price of ` 890/- per share aggregating to ` 40,000.00 Lacs (` Forty Thousand Lacs only) to the eligi le in estors a o alified nstit tional Placement in accordance with the Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (ICDR) and the proceeds of the same shall be utilised for various expansion of projects of the Company viz. capacity expansion at the Halol Plant, specialty tyres project (through a subsidiary company) and two-three wheeler tyres project and also for augmentation of the long term working capital required for business growth and in the units of mutual funds for the short term period.

7. Details of non-compliance by the Company, Penalties, Strictures imposed on the Company by Stock Exchange(s) or Securities and Exchange Board of India (SEBI) or any other statutory authority or any matters related to Capital Markets.

The Company has complied with all the requirements of the Stock Exchanges, SEBI and Statutory Authorities on all matters related to the capital markets during the last 3 (three) years. There are no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authorities relating to the above.

There were no instances of non-compliance of any matter related to the capital market during the last 3 (three) years.

8. Details of compliance with mandatory requirement

Clause 49 of the Listing Agreement mandates the o pan to o tain a certificate ro either the ditors

or Practicing Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated in the said la se and anne the certificate so o tained with the Directors’ Report. The Company has obtained a certificate ro its tat tor ditors to this e ect and the same is annexed to the Directors’ Report.

9. Adoption of the non-mandatory requirements Clause 49 of the Listing Agreement states that the non-mandatory requirements may be implemented as per the discretion of the Company. The disclosures of compliance with other non-mandatory requirements and adoption / non-adoption of the non-mandatory requirements shall be need based.

VI. MEANS OF COMMUNICATION

The Un-audited Quarterly Results are announced within ort fi e da s ro the end o the arter and the

Annual Audited Results are announced within 60 (sixty) da s ro the end o the financial ear as per the isting Agreement entered into with the Stock Exchanges. Quarterly results of the Company are published in a major English Daily as well as in a Marathi Daily.

The Quarterly Results of the Company are normally published in the following newspapers:

he ree ress o rnal a sha ti he cono ic i es aharashtra i es

The Quarterly Results of the Company and the Investors Presentations are displayed on the Company’s Website www.ceat.com.

The Company provides information to the Stock Exchanges where the shares of the Company are listed as per the Listing Agreement entered into with the Stock Exchanges.

The Company has provided an email address on its website ‘[email protected]’ whereby investors can directly contact the Company.

VII. GENERAL SHAREHOLDER INFORMATION

AGM: Date, Time and VenueAs indicated in the notice accompanying this Annual

eport the fi t si th o the o pan ill be held on Wednesday, August 12, 2015 at 3.00 p.m. at Ravindra Natya Mandir, P.L. Deshpande Maharashtra Kala Academy, Sayani Road, Prabhadevi, Mumbai 400 025.

Financial Year The Company follows April 1 to March 31 as the financial ear

Date of Book ClosureWednesday, August 5, 2015 to Wednesday, August 12, 2015 (both days inclusive).

Dividend Payment DateOn or before September 11, 2015.

Listing on Stock Exchanges

The Equity shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited. The Listing fees have been paid to both the Stock Exchanges for the FY 2014-15 and 2015-16 as well.

Stock Code

BSE Limited - 500878

National Stock Exchange of India Limited - CEATLTD


Market Price Data For Equity share of face value of 10/- each

Month BSE NSE

High (`) Low (`) High (`) Low (`)

April 2014 447.00 363.35 446.40 364.90

May 2014 475.00 371.10 476.65 366.10

June 2014 731.00 421.10 730.00 420.05

July 2014 705.25 512.00 704.50 511.20

August 2014 601.00 486.50 601.00 485.00

September 2014 848.90 589.50 848.80 588.60

October 2014 919.00 751.20 919.00 750.55

November 2014 1009.00 857.40 1010.00 856.90

December 2014 917.00 790.50 919.70 790.00

January 2015 891.00 790.00 891.85 790.10

February 2015 841.80 699.00 844.30 696.20

March 2015 841.00 735.05 841.00 734.25

Share Performance of the Company in comparison to S & P BSE 500

CEAT IN COMPARISON WITH S & P BSE 500

Registrar and Share Transfer Agents

[A] For equity shares:

The share management work, both physical and demat, is handled by the Registrar and Share Transfer Agent of the Company whose name and address is given below:

TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011 Email: [email protected] Web: www.tsrdarashaw.com Tel.: 022-66568484; Fax: 022-66568494

ranch O fices

1. Bangalore

TSR Darashaw Limited 503, Barton Centre (5th Floor), 84, Mahatma Gandhi Road, Bangalore – 560 001 Email: [email protected] Tel: 080 – 25320321 Fax: 080 – 25580019

2. Jamshedpur

TSR Darashaw Limited “E” Road, Northern Town, Bistupur, Jamshedpur – 831 001 Email: [email protected] Tel: 0657-2426616

3. Kolkata

TSR Darashaw Limited Tata Centre, 1st Floor, 43, J. L. Nehru Road, Kolkata 700 071 Email: [email protected] Tel: 033-22883087 Fax: 033-22883062

4. New Delhi

TSR Darashaw Limited 2/42, Ansari Road, 1st Floor Daryaganj, SantVihar, New Delhi – 110 002 Email: [email protected] Tel: 011-23271805 Fax: 011-2327180

1000.00

900.00

800.00

700.00

600.00

500.00

400.00

300.00

200.00

12000.00

11500.00

11000.00

10500.00

10000.00

9500.00

9000.00

8500.00

8000.00

S &

P B

SE 5

00

Shae

Pric

e (`

)

Apr/1

4

May/1

4

Jun/14

Jul/14

Aug/1

4

Sep/14

Oct/1

4

Nov/1

4

Dec/1

4

Jan/15

Feb/15

Mar/1

5

CEAT in comparision with S & P BSE 500

CEAT S & P BSE 500

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Agents:

Shah Consultancy Services Limited 3, Sumatinath Complex, 2nd Dhal Pritam Nagar, Ellisbridge, Ahmedabad 380 006 Email: [email protected] Telefax: 079-26576038

[B] For Deposits

KISU CORPORATE SERVICES PVT.LTD.

186, Khetwadi Main Road, (8th Lane Corner)

First Floor, Nr. Pitale Maruti Temple

Mumbai - 400 004

Tel. No.: 022 2381 0486, 2388 6255, Email ID: [email protected]

Share Transfer System

All valid requests for transfer of equity shares in physical ode recei ed or trans er at the o fice o the egistrar and hare rans er gents or at the egistered O fice o the

Company are processed and returned within a period of 15 fi teen da s ro the date o receipt he oard o irectors

has delegated the power of approval of share transfers to the Company Secretary.

Every effort is made to clear transmissions and split and consolidation requests within 21 (twenty-one) days.

Distribution of shareholding as at March 31, 2015

No. of Members No. of shares % of Equity Capital

No. of Equity Shares held Physical Demat Physical Demat Physical Demat

1 to 500 21,709 36,409 5,82,072 24,05,081 1.44 5.95

501 to 1,000 84 787 56,867 5,76,930 0.14 1.43

1,001 to 2,000 39 300 55,272 4,30,368 0.14 1.06

2,001 to 3,000 10 90 25,400 2,26,510 0.06 0.56

3,001 to 4,000 4 48 13,525 1,69,140 0.03 0.42

4,001 to 5,000 1 33 4,530 1,52,041 0.01 0.38

5,001 to 10,000 2 73 16,657 5,30,930 0.04 1.31

Greater than 10,000 1 118 17,82,348 3,34,22,421 4.41 82.63

Total 21,850 37,858 25,36,671 3,79,13,421 6.27 93.73

Dematerialisation of shares

The Company has an arrangement with National Securities Depository Limited (NSDL) as well as Central Depository Services India Limited (CDSL) for dematerialisation of shares with ISIN No. INE482A01020 for both NSDL and CDSL.

93.73% of equity share capital corresponding to 3,79,13,421 equity shares is held in dematerialised form as of March 31, 2015.

Categories of Shareholding as of March 31, 2015

Category No. of Shares Percentage (%)

Promoter

Promoters Holdings (Indian and Foreign) 2,05,33,738 50.76%

Public

Mutual Funds 20,75,142 5.13%

Banks, Financial Institutions, Insurance Companies and Others 10,37,891 2.57%

Foreign Institutional Investors 96,39,010 23.83%

Non Resident Indians 1,64,731 0.41%

Corporate Bodies, Indian Public and Others 69,99,580 17.30%

Total 4,04,50,092 100.00%


Outstanding GDRs / ADRs / Warrants / Any other Convertible Instruments:

The Company do not have any outstanding GDRs / ADRs / Warrants / Any other Convertible Instruments as on March 31, 2015.

Equity shares in CEAT Limited - Unclaimed Securities Suspense Account:

Pursuant to Clause 5A of the Listing Agreement, 1,40,918 equity shares of the Company were transferred on January 23, 2014 to ‘CEAT Limited-Unclaimed Securities Suspense Account’ (‘the Suspense Account’) of the Company.

Particulars Number of Members

Number of Shares

Aggregate number of members and the outstanding shares lying in the suspense account as on April 1, 2014.

4,738 1,40,918

Members to whom shares were transferred from the suspense account during the year. 22 1,497

Aggregate number of members and the outstanding shares lying in the suspense account as on March 31, 2015.

4,716 1,39,421

The voting rights on the equity shares lying in the Suspense Account as on March 31, 2015 shall remain frozen till the rightful owner of such shares claim the shares.

Plant Locations

Mumbai Plant : Village Road, Bhandup, Mumbai 400 078.

Nasik Plant : 82, MIDC Industrial Estate Satpur, Nasik 422 007.

Halol, Gujarat Plant: Village Gate Muvala, Halol, Panchmahal 389 350.

National Electronic Clearing Service (NECS) Facility

With respect to payment of dividend, the Company provides the facility of NECS to members residing in the cities where such facility is available. In order to avoid the risk of loss/interception of Dividend Warrants in postal transit and/or fraudulent encashment of Dividend Warrants, members are requested to avail of facility whereby the dividends will be directly credited in electronic form to their respective bank accounts. This will ensure speedier credit of dividend and the Company will duly inform the concerned members when the credits are passed to their respective bank accounts. The re isite application or can e o tained ro the o fice of TSR Darashaw Limited, the Registrar and Share Transfer Agents, of the Company.

The Company proposes to credit dividend to the member’s bank account directly through NECS where such facility is available in case of members holding shares in demat account and who have furnished their MICR Code to their Depository Participant (DP).

Members located in places where NECS facility is not available, may kindly submit their bank details to enable the Registrars to incorporate the same on the Dividend Warrants, in order to avoid fraudulent encashment of the Dividend Warrants.

O O ertific ti

The CEO i.e. the Managing Director and the CFO have issued a certificate p rs ant to the pro isions o la se o the Listing Agreement certifying that the Financial Statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s affairs.

Code of Conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company, which is posted on the website of the Company.

All Board Members and Senior Management Personnel have a fir ed co pliance ith the ode or the financial ear ended March 31, 2015. A declaration to this effect signed by the Managing Director forms part of this Report.

All Board Members and the Senior Management Personnel ha e or the ear ended arch a fir ed compliance with the Code of Conduct laid down by the Board of Directors in terms of the Listing Agreement entered into with the Stock Exchanges.

For CEAT Limited

Place: Mumbai Anant Vardhan GoenkaDate: May 22, 2015 Managing Director

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Prevention of Insider Trading

The Company has formulated a Code of Conduct for Prevention of Insider Trading (‘Code’) in accordance with provisions of SEBI

(Prohibition of Insider Trading) Regulations, 1992 with a view to regulate trading in securities by the Directors and Designated

Employees of the Company.

r ingh a poot o pan ecretar as the o pliance O ficer o the o pan is responsi le or co pl ing ith

the procedures, monitoring, adherence to the rules for the preservation of price sensitive information, pre-clearance of trade,

monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board.

The Code requires pre-clearance for dealing in the Company’s shares and prohibits purchase and/or sale of the Company’s

shares by the Directors and Designated Employees while in possession of unpublished price sensitive information in relation to

the Company.

i ce Officer

Mr. H. N. Singh Rajpoot

Company Secretary

CEAT Limited

CIN: L25100MH1958PLC011041

463, Dr. Annie Besant Road, Worli, Mumbai 400 030

Tel: 91-22-2493 0621

Fax: 91-22-6660 6039

Email: [email protected]

dentified as ha ing een appro ed the

Board of Directors of CEAT Limited

Place: Mumbai H. N. Singh Rajpoot

Date: May 22, 2015 Company Secretary


To

The Members of CEAT Limited

We have examined the compliance of conditions of Corporate Governance by CEAT Limited, for the year ended on March 31,

2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to

procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate

Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

e rther state that s ch co pliance is neither an ass rance as to the t re ia ilit o the o pan nor the e ficienc or

effectiveness with which the Management has conducted the affairs of the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm registration number: 324982E

per Vinayak Pujare

Partner

Membership No.:101143

Place: Mumbai

Date: May 22, 2015

dit rs ertific te

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Independent Auditor’s Report

To the Members of CEAT Limited

Report on the Financial Statements

e ha e a dited the acco pan ing standalone financial

statements of CEAT Limited (“the Company”), which comprise

the Balance Sheet as at March 31, 2015, the Statement of

rofit and oss and ash lo tate ent or the ear then

ended and a s ar o significant acco nting policies and

other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the

matters stated in Section 134(5) of the Companies Act, 2013

(“the Act”) with respect to the preparation of these standalone

financial state ents that gi e a tr e and air ie o the

financial position financial per or ance and cash o s o the

Company in accordance with accounting principles generally

accepted in India, including the Accounting Standards

specified nder section o the ct read ith le o

the o panies cco nts les his responsi ilit

also includes maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding of

the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application

of appropriate accounting policies; making judgments and

estimates that are reasonable and prudent; and the design,

implementation and maintenance of adequate internal

financial control that ere operating e ecti el or ens ring

the accuracy and completeness of the accounting records,

rele ant to the preparation and presentation o the financial

statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone

financial state ents ased on o r a dit e ha e ta en into

account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in

the a dit report nder the pro isions o the ct and the les

made thereunder. We conducted our audit in accordance with

the Standards on Auditing, issued by the Institute of Chartered

cco ntants o ndia as specified nder ection

of the Act. Those Standards require that we comply with

ethical requirements and plan and perform the audit to obtain

reasona le ass rance a o t hether the financial state ents

are free from material misstatement.

An audit involves performing procedures to obtain audit

e idence a o t the a o nts and disclos res in the financial

statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material

isstate ent o the financial state ents hether d e to

fraud or error. In making those risk assessments, the auditor

considers internal financial control rele ant to the o pan s

preparation o the financial state ents that gi e a tr e and air

view in order to design audit procedures that are appropriate

in the circumstances but not for the purpose of expressing an

opinion on whether the Company has in place an adequate

internal financial controls s ste o er financial reporting and

the effectiveness of such controls. An audit also includes

evaluating the appropriateness of accounting policies used

and the reasonableness of the accounting estimates made

by the Company’s Directors, as well as evaluating the overall

presentation o the financial state ents e elie e that the

a dit e idence e ha e o tained is s ficient and appropriate

to provide a basis for our audit opinion on the standalone

financial state ents

Opinion

In our opinion and to the best of our information and

according to the explanations given to us, the standalone

financial state ents gi e the in or ation re ired the ct

in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted

in India of the state of affairs of the Company as at March

its profit and its cash o s or the ear ended on

that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order,

2015 (“the Order”) issued by the Central Government of

India in terms of sub-section (11) of section 143 of the

Act, we give in the Annexure a statement on the matters

specified in paragraphs and o the Order

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information

and explanations which to the best of our knowledge

and belief were necessary for the purpose of our

audit;

(b) In our opinion proper books of account as required

by law have been kept by the Company so far as it

appears from our examination of those books;

c he alance heet tate ent o rofit and oss

and ash lo tate ent dealt ith this eport

are in agreement with the books of account;

d n o r opinion the a oresaid standalone financial

statements comply with the Accounting Standards

specified nder section o the ct read ith

le o the o panies cco nts les

Independent Auditor’s Report 103

(e) On the basis of written representations received

from the directors as on March 31, 2015, and

taken on record by the Board of Directors, none

o the directors is dis alified as on arch

2015, from being appointed as a director in terms

of section 164 (2) of the Act;

(f) With respect to the other matters to be included in

the ditor s eport in accordance ith le o

the o panies dit and ditors les

in our opinion and to the best of our information

and according to the explanations given to us:

i. The Company has disclosed the impact of

pending litigations on its financial position in

its financial state ents e er ote

and ote a to the financial

statements;

ii. The Company has made provision, as required

under the applicable law or accounting

standards, for material foreseeable losses,

if any, on long-term contracts including

deri ati e contracts e er ote to the

financial state ents

iii. There has been no delay in transferring

amounts, required to be transferred, to the

n estor d cation and rotection nd the

Company

or S R B C & CO LLP


ir egistration er

per Vinayak Pujare

Partnere ership er

Place: Mumbai

Date: May 22, 2015

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Annexure referred to in paragraph 1 of the section on “Report on other legal and regulatory requirements” of our report of even date

Re: CEAT Limited (‘the Company’)

(i) (a) The Company has maintained proper records

showing full particulars, including quantitative

details and sit ation o fi ed assets

ll fi ed assets ha e not een ph sicall erified

by the management during the year but there is

a reg lar progra e o erification hich in o r

opinion, is reasonable having regard to the size

o the o pan and the nat re o its assets o

material discrepancies were noticed on such

erification

(ii) (a) The management has conducted physical

erification o in entor at reasona le inter als

during the year. Inventories lying with outside

parties ha e een confir ed the as at ear

end.

he proced res o ph sical erification o in entor

followed by the management are reasonable and

adequate in relation to the size of the Company and

the nature of its business.

(c) The Company is maintaining proper records

of inventory. Discrepancies noted on physical

erification o in entories ere not aterial and

have been properly dealt with in the books of account.

(iii) (a) The Company has granted loan to two of its subsidiaries covered in the register maintained nder section o the o panies ct n

respect of loans granted, repayment of the principal amount is as stipulated and payment of interest has been regular.

(b) Based on our audit procedures and the information and explanations made available to us, there is no instance where overdue amount is more than rupees one lakh.

(iv) In our opinion and according to the information and

explanations given to us, there is an adequate internal

control system commensurate with the size of the

Company and the nature of its business, for the purchase

o in entor and fi ed assets and or the sale o goods

and services. During the course of our audit, we have

not observed any major weakness or continuing failure

to correct any major weakness in the internal control

system of the company in respect of these areas.

(v) In respect of deposits accepted, in our opinion and

according to the information and explanations given to

s directi es iss ed the eser e an o ndia and

the pro isions o section to or an other rele ant

provisions of the Companies Act, 2013, and the rules

framed there under, to the extent applicable, have been

complied with. We are informed by the management

that no order has been passed by the Company Law

oard ational o pan a ri nal or eser e an

of India or any Court or any other Tribunal.

(vi) We have broadly reviewed the books of account

maintained by the Company pursuant to the rules made

by the Central Government for the maintenance of cost

records nder section o the o panies ct

2013, related to the manufacture of rubber tyres and

tubes for all types of vehicles, and are of the opinion

that pri a acie the specified acco nts and records

have been made and maintained. We have not, however,

made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund,

employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, excise duty,

value added tax, cess and other material statutory

dues have generally been regularly deposited with

the appropriate authorities.

(b) According to the information and explanations given

to us, no undisputed amounts payable in respect of

provident fund, employees’ state insurance, income-

tax, wealth-tax, service tax, sales-tax, customs

duty, excise duty, value added tax, cess and other

material statutory dues were outstanding, at the

year end, for a period of more than six months from

the date they became payable.



According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs

duty, excise duty and cess on account of any dispute, are as follows:

(` in Lacs)

a e o the tat te at re o d es

Period to which the amounts relates

Commissionerate Appellate Authorities and Tribunal

High Court Supreme Court

Deposit et o nt

Central Excise Act/Customs Act (Tax/Interest/ Penalty) to 1,112.04 - 2.00Service tax under inance ct

(Tax/Interest/ Penalty) to - - - -Income Tax Act (Tax/Penalty/ Interest) to 165.66 - -Sales Tax (Tax/Penalty/ Interest) to - -Wealth Tax (Tax) 2002-03 - - - -

(c) According to the information and explanations

given to us, the amount required to be transferred

to investor education and protection fund in

accordance with the relevant provisions of the

Companies ct o and r les ade thereunder, have been transferred to such fund within time.

(viii) The Company has no accumulated losses at the end of

the financial year and it has not incurred cash losses in

the c rrent and i ediatel preceding financial ear

(ix) Based on our audit procedures and as per the information

and explanations given by the management, we are

of the opinion that the Company has not defaulted in

repa ent o d es to a financial instit tion an or

debenture holders.

(x) According to the information and explanations given to

us, the Company has given guarantee for loans taken by

others ro an s and financial instit tions the ter s

and conditions whereof, in our opinion, are not prima-

facie prejudicial to the interest of the Company.

(xi) Based on the information and explanations given to us

by the management, term loans were applied for the

purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed for the

p rpose o reporting the tr e and air ie o the financial

statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

or S R B C & CO LLPChartered Accountantsir registration n er

per Vinayak PujarePartner

e ership o

Place: MumbaiDate: May 22, 2015

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Balance Sheet as at March 31, 2015

he acco pan ing notes are an integral part o the financial state ents

As per our report of even date or and on behalf of Board of Directors of CEAT Limited

or S R B C & CO LLPChartered Accountants

ir egistration o


H.V.GoenkaChairman

Anant GoenkaManaging Director


e ership er

H.N.Singh RajpootCompany Secretary

Mahesh GuptaChairman - Audit Committee

Place : Mumbai Place : Mumbai

Date : May 22, 2015 Date : May 22, 2015

(` in Lacs)

Particulars ote o As at 31.03.2015

As at 31.03.2014

I EQUITY AND LIABILITIES(1) Shareholders' funds

a) Share capital 3 4,045.01

eser es and s rpl s 4 c) Money received against share warrants 5 - -

1,59,853.97 96,710.05 (2) Non-current liabilities

a) Long-term borrowings 6 35,432.41 e erred ta lia ilities et

c) Other long-term liabilities 142.20 142.20 d) Long-term provisions 2,021.04

49,995.18 55,321.92 (3) Current liabilities

a) Short-term borrowings 10 b) Trade payables 11 66,314.33 c) Other current liabilities 12 54,351.00 d) Short-term provisions 13

1,53,772.79 1,85,124.09 Total 3,63,621.94 3,37,156.06 II ASSETS (1) Non-current assets

a i ed ssets 14(i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress 3,023.04

1,64,535.56 1,50,444.09 on c rrent in est ents 15 12,433.56 c) Long-term loans and advances 16 d) Other non-current assets

1,83,972.91 1,71,434.01 (2) Current Assets

a) Current investments 31,243.32 - b) Inventories c) Trade receivables 20 d) Cash and bank balances 21 e) Short-term loans and advances 22 f) Other current assets 23 1,532.13

1,79,649.03 1,65,722.05 Total 3,63,621.94 3,37,156.06 r f sig ific t cc ti g icies 2


ce eet t te e t f r fit d ss

t te e t f r fit d ss for the year ended March 31, 2015

(` in Lacs)

Particulars ote o 2014-15 2013-14

INCOME

1 e en e ro operations ross 24

Less : Excise duty

e en e ro operations et 5,59,166.46 5,35,481.05

2 Other income 25 2,054.06

3 Total revenue (1 + 2) 5,62,029.71 5,37,535.11

4 EXPENSES

a) Cost of materials consumed 26

b) Purchases of stock-in-trade

c) hanges in in entories o finished goodswork-in-progress and stock-in-trade

d) plo ee enefits e pense

e) inance costs 13,046.30

f) Depreciation and amortization expense 14

g) Other expenses 30

Total expenses 5,17,130.25 4,98,817.69

5 r fit ef re e ce ti ite s d t 44,899.46 38,717.42

6 Exceptional items 613.20

7 r fit ef re t 44,286.26 37,713.49

8 Tax expenses

1) Current tax

2) Deferred tax

9 r fit f r t e e r 29,897.39 25,378.22

10 Earnings per equity share (Refer note 50)

o inal al e o share ` 10 (Previous year ` 10)]

(1) Basic `

(2) Diluted `

r f sig ific t cc ti g icies 2



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Date : May 22, 2015 Date : May 22, 2015

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Cash Flow Statement for the year ended March 31, 2015

(` in Lacs)Particulars 2014-15 2013-14

A CASH FLOW FROM OPERATING ACTIVITIESet r fit ef re t 44,286.26 37,713.49

Adjustments for :Depreciation and amortisation Interest income inance ost 13,046.30

Dividend income Provision for obsolescence of stores and spares Provision for doubtful debts/advancesCredit balances written back Provision for doubtful debts and advances - written back - (14.25)Advances/Bad debts written off 31.41

rofit oss on sale o fi ed assets et (21.42)nrealised oreign e change gain loss et

19,867.89 23,604.06 O er ti g r fit ef re r i g c it c ges 64,154.15 61,317.55 Adjustments for :Decrease/(Increase) in inventory Decrease/(Increase) in trade receivables Decrease/(Increase) in other current assets 2,103.66 (2,523.00)Decrease/(Increase) in short-term loans and advances 1,164.45 Decrease/(Increase) in long-term loans and advances (Decrease)/Increase in trade payables (Decrease)/Increase in other current liabilities (Decrease)/Increase in short-term provisions (2,042.65)Decrease/(Increase) in non current asset (255.34) - (Decrease)/Increase in long-term provisions Cash generated from operations 80,548.81 23,873.65 Direct taxes paid

et s fr er ti g cti ities 70,520.66 15,523.66

B CASH FLOW FROM INVESTING ACTIVITIESrchase o fi ed assets incl ding capital or in

progress and capital advance) roceeds ro sale o fi ed assets 403.41

Investment in subsidiary - Withdrawal of bank deposits (having original maturity of more than three months)Investment in bank deposits (having original maturity of more than three months) (650.00)Withdrawal of margin money deposit with banks Investment in margin money deposit with banks Purchase of non current investments (5.00) Interest received 464.66 451.10

epa ent o oan gi en to s sidiar Loan given to Subsidiary (1,300.00) - Dividend received on investment Dividend received from subsidiary Net cash (used) in investing activities (B) (25,872.68) (9,801.57)

Cash Flow Statement 109


C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issuance of equity capital (including share premium) 40,000.00

alified nstit tional lace ent e penses paid (net of tax) - Interest paid (14,024.32) Proceeds from public deposit -

epa ent o public deposit (1,400.54)Proceeds from working capital demand loan - 2,000.00

epa ent o or ing capital de and loan (2,000.00) - hange in other short ter orro ings et

Proceeds from short-term buyers credit epa ent o short ter ers credit

Proceeds from long-term borrowings epa ent o long ter orro ings (12,422.41) (24,214.03)

Dividend paid Dividend distribution tax paid

et c s sed i fi ci g cti ities (17,721.35) (3,159.10)

Net Increase In cash or cash equivalent (A+B+C) 2,563.00

Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 36,252.32

Components of cash and cash EquivalentsCash in hand Balance with banksOn current accounts 4,433.41 On unpaid dividend accounts * On nclai ed fi ed deposit and interest thereon 454.11 411.03

ash and cash e i alents e er note Current investments 31,243.32 - Adjusted Cash and cash equivalents in the c s st te e t 36,252.32 9,325.69

he o pan can tilise these alances onl to ards settle ent o npaid di idend acco nt npaid interest and fi ed deposit account.

ote re io s ears fig res ha e een regro ped here er necessar ll fig res in rac ets are o t o s



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H.V.GoenkaChairman



e ership er




Date : May 22, 2015 Date : May 22, 2015

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Notes to the Financial Statements for the year ended March 31, 2015

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1. Corporate information CEAT Limited is a public company domiciled in India

and incorporated under the provisions of the Companies ct he co pan s principal siness is an act ring o a to oti e t res t es and aps he o pan started operations in as res

of India Limited and was renamed as CEAT Limited in he o pan caters to oth do estic and international markets.

sis f re r ti d r f sig ific t Accounting Policies

sis f cc ti g d re r ti f fi ci statements

he financial state ents o the o pan ha e een prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The

o pan has prepared these financial state ents to comply in all material respects with the acco nting standards notified nder section of the Companies Act, 2013, read together with paragraph o the o panies cco nts les

he financial state ents ha e een prepared on an accrual basis and under the historical cost convention except for land, building and plant and e ip ents ac ired e ore hich are carried at re al ed a o nts and deri ati e financial instruments which have been measured at fair value.

The accounting policies adopted in the preparation o financial state ents are consistent ith those o the previous year.

B) Use of estimates he preparation o financial state ents in

conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosures of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumption and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

gi e fi ed ssets d t gi e ssets i) Tangible assets

a i ed assets are stated at cost o acquisition or construction or revalued amount whichever is applicable, net of accumulated depreciation / amortization and impairment losses, if any.

b) The cost comprises cost of acquisition, borrowing cost and any attributable cost of bringing the asset to the condition for its intended use. Cost also includes direct expenses incurred up to the date of capitalisation / commissioning. Any trade discounts and rebates are deducted in arriving at the purchase price.

c) Machinery spares procured along with

the plant and machinery or subsequently and whose use is expected to be irregular are capitalised separately, if cost of such spares is known and depreciated fully over the residual useful life of the related plant and machinery. If the cost of such spares is not known particularly when procured along with the mother plant, these are capitalised and depreciated along with the mother plant. The written down value (WDV) of the spares is charged as revenue expenditure in the year in which such spares are consumed. Similarly, the value of such spares, procured and consumed in a particular year is charged as revenue expenditure in that year itself.

d) Subsequent expenditure related to an item o fi ed asset is added to its oo al e onl i it increases the t re enefits ro the existing asset beyond its previously assessed standards of performance.

e ll other e penses on e isting fi ed assets, including day-to-day repair and maintenance expenditure, are charged to the state ent o profit and loss or the period during which such expenses are incurred.

eplace ent o an part o plant and machinery, which are of capital nature, are capitalised along with the main plant and machinery and cost of the replaced part is written off. In case the cost of replaced part is not identifia le the e al al e o replacement is deducted from the existing gross block of that asset.

g) Gains and losses arising from disposal/derecognition o fi ed assets hich are carried at cost are recognised in the tate ent o rofit and oss

h) Tangible assets not ready for the intended use on the date of Balance Sheet are disclosed as “Capital work-in-progress”.

i n case o re al ation o fi ed assets any revaluation surplus is credited to the revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognized in the statement of profit and loss, in which case the increase is recognized in the statement o profit and loss re al ation deficit is recogni ed in the state ent o profit and loss, except to the extent that it offsets an existing surplus on the same asset recognized in the asset revaluation reserve.

ii) Intangible assetsIntangible Assets are stated at cost of acquisition or construction less accumulated amortization and impairment, if any.

Notes 111


D) Borrowing cost Borrowing cost includes interest, fees and other

ancillary costs incurred in connection with the arrangement of borrowings. Borrowing costs that are directly attributable to the acquisition of or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are recogni ed in the tate ent o rofit and Loss.

E) Depreciation i) Tangible assets easehold land a ortised o er the period o

the lease ranging ro ears ears

epreciation on fi ed assets is calc lated on a straight line basis using the rates arrived at based on the useful lives estimated by the management. The Company has used the following rates to provide depreciation on its fi ed assets

Asset Class Useful life Previous Year’s - useful Life

Buildings 50 - 60 years 30 - 60 yearslant

Machinery 15 - 20 years 10 - 20 yearsMoulds 6 years 6 yearsComputers 3 years 6 years

rnit re i t res 10 years 15 years

O fice Equipment 5 years 20 yearsMotor Vehicles ears earsCarpeted

oads 10 years 10 yearsComputer Servers 6 years 6 yearsElectrical Installations 20 years 10 - 20 yearsHand Carts, Trollies 15 years 10 - 20 years

The management has estimated, supported by independent assessment by professional, the useful lives of the following class of assets.

actor ildings ears igher than those indicated in Schedule II of the Companies Act, 2013)

lant achiner ears igher than those indicated in Schedule II of the Companies Act, 2013)

o lds ears o er than those indicated in Schedule II of the Companies Act, 2013)

lectrical nstallations ears igher than those indicated in Schedule II of the Companies Act,2013)

ir conditioner ha ing capacit o 2 tons - 15 years (Higher than those indicated in Schedule II of the Companies Act, 2013)

er icea le aterials li e trollies iron storage racks skids - 15 years (Higher

than those indicated in Schedule II of the Companies Act, 2013)

atteries sed in or li ts tr c s ears (Lower than those indicated in Schedule II of the Companies Act, 2013)

The management believes that the depreciation rates airl re ect its estimation of the useful lives and residual al es o the fi ed assets

Depreciation is not recorded on capital work-in-progress until construction and installation are complete.

ii) Intangible assets Intangible assets are amortized on a straight

line basis over the estimated useful economic life.

iii) Software expenditure have been amortised over a period of three years.

iv) Technical Know-how and Brands are amortised over a period of twenty years.

The Company has acquired technical know-how and assistance for setting up of Halol radial plant. Considering the life of the underlying plant/facility, this technical know-how, is amortised on a straight line basis over a period of twenty years.

The Company has acquired global rights of “CEAT” brand from the Italian tyre maker, Pirelli. Prior to the said acquisition, the Company was the owner of the brand in only a few Asian countries including India. With the acquisition of the brand which is renowned worldwide, new and hitherto unexplored markets will be accessible to the Company. The Company will be in a position to fully exploit the export market resulting in increased volume and better price realization. Therefore, the management believes that the rand ill ield significant enefits or a period of at least twenty years

F) Impairment of tangible and intangible assets: The Company assesses at each Balance Sheet

date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement o profit and loss ter i pair ent depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

The Company bases its impairment calculations of detailed budgets and forecast calculations which are prepared separately for each of the company’s cash-generating units to which the individual assets are allocated. These budgets and forecast

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calculations are generally covering a period of 5 ears or longer period a long ter gro th rate is

calc lated and applied to pro ect t re cash o s after the 5th year.

Impairment losses for continuing operations, including impairment on inventories, are recognised on the tate ent o rofit and oss e cept or the pre io sl re al ed tangi le fi ed asset here the revaluation was taken to revaluation reserve. In this case, the impairment is also recognised in revaluation reserve up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

ch re ersal is recogni ed in the state ent o profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

G) Investments i ecognition and eas re ent Investments which are readily realizable and

intended to be held for not more than a year, ro the date o ac isition are classified as long term investments and are carried at cost.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerages, fees and duties. If an investment is acquired, or partly acquired, by the issue of share or other securities, the acquisition cost is the fair value of the securities issued. If an investment is acquired in exchange for an another asset, the acquisition is determined by reference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is more clearly evident.

However, provision for diminution in value of investments is made to recognise a decline, other than temporary, in the value of investments. Investments other than long term investments being current investments are valued at cost or fair value whichever is lower, determined on an individual basis.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds, is charged to or credited to the tate ent o rofit oss

ii) Presentation and disclosure Investments, which are readily realisable and

intended to be held for not more than one ear ro alance sheet date are classified as

current investments. All other investments are classified as non c rrent in est ents

H) Inventories i a aterials co ponents stores and spares

are valued at lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not ritten do n elo cost i the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on a weighted average basis.

ost o ra aterial is net o d t enefits nder t ntitle ent e ption ertificate

(DEEC) scheme.

ii or in progress and finished goods are al ed at lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on nor al operating capacit ost o finished goods includes excise duty. Cost is determined on a weighted average basis.

iii) Traded goods are valued at lower of cost and net realizable value. Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on a weighted average basis.

i et reali a le al e is the esti ated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

I) Revenue recognition e en e is recogni ed to the e tent that it is

pro a le that the econo ic enefits ill o to the Company and revenue can be reliably measured. he ollo ing specific recognition criteria st also

be met before revenue is recognized.

i) Sale of goods e en e ro sale o goods is recognised hen

the significant ris s and re ards o o nership are passed on to the customer. Sales taxes and Value Added Taxes (VAT) are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the year.

ii) Interest Interest income is recognized on a time

proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “other income” in the statement of profit and loss

iii) Dividends Dividend income is recognized when the

Notes 113


company’s right to receive dividend is established by the reporting date.

iv) Royalty and Technology Development fees o alt and technolog de elop ent ees

income are accounted for as per the terms of contract.

J) Government grants and export incentives Government grants are recognised when there

is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. Government grants related to revenue are recognized on a systematic asis in the tate ent o rofit and oss as a part

of other operating revenues.

Export Incentives such as focus market scheme, oc s prod cts sche e and special oc s ar et

sche e are recogni ed in the tate ent o rofit and Loss as a part of other operating revenues.

K) Foreign currency transactions

i) Initial recognition oreign c rrenc transactions are recorded

in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency on the date of the transaction.

ii) Conversion oreign c rrenc onetar ite s are

translated using the exchange rate prevailing on the reporting date on onetar ite s which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate on the date o the transaction on onetar ite s hich are measured at fair value or other similar valuation denominated in a foreign currency, are translated using the exchange rate on the date when such value was determined.

iii) Exchange differences All exchange gains and losses arising out of

translation/restatement, are accounted for in the state ent o profit and loss

iv) Forward exchange contracts entered into to hedge foreign currency exposure as at Balance Sheet date.

or ard pre i in respect o or ard exchange contracts is amortised and recognised over the life of the contract. Exchange differences in such contract are recogni ed in the tate ent o rofit and oss in the period in which the exchange rates change.

L) Leases inance leases hich e ecti el trans er to the

o pan s stantiall all the ris s and enefits incidental to ownership of the leased item, are capitalized at the inception of the lease term at the lower of the fair value of the leased property and present value of minimum lease payments.

Lease payments are apportioned between the finance charges and red ction o the lease lia ilit so as to achieve a constant rate of interest on the re aining alance o the lia ilit inance charges are recogni ed as finance costs in the state ent o profit and loss ease anage ent ees legal charges and other initial direct costs of lease are capitalized.

A leased asset is depreciated on a straight-line basis over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the estimated useful life of the asset or lease term, whichever is earlier.

Leases, where the lessor effectively retains s stantiall all the ris s and enefits o o nership o the leased ite are classified as operating leases. Operating lease payments are recognized as an e pense in the tate ent o rofit and oss on a straight-line basis over the lease term.

M) Research and development esearch costs are e pensed as inc rred

Development expenditure incurred on individual project is recognised as an intangible asset when the Company can demonstrate all the following:-

he technical easi ilit o co pleting the intangible assets so that it will be available for use or sale.

ts intention to co plete the asset

ts a ilit to se or sell the asset

o the asset ill generate the t re econo ic enefits

he a aila ilit o adequate resources to complete the development and to use or sell the asset

he a ilit to eas re relia l the e pendit re attributable to the intangible asset during development.

ee e efits i efi ed tri ti etire ent enefits in the or o pro ident

fund, Superannuation, Employees State Insurance Contribution and Labour Welfare

nd are defined contri tion sche es he Company has no obligation, other than the contribution payable to these funds/schemes. The Company recognizes contribution payable to these funds/schemes as expenditure, when an employee renders the related service. If the contribution payable to these funds/schemes for service received before the balance sheet date exceeds the contribution already paid, the deficit pa a le to the nds sche es are recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the Balance Sheet

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date, then excess is recognized as an asset to the extent that the pre payment will lead to, for example, a reduction in future payment or a cash refund.

ii efi ed e efit

he o pan pro ides or retire ent enefits in the form of gratuity. The Company’s liability to ards these enefits is deter ined on the basis of actuarial valuation using Projected Unit Credit Method at the date of balance sheet. Actuarial gains/losses are recognised in the tate ent o rofit and oss in the period in which they occur.

iii) Compensated absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short ter e plo ee enefit and this is shown under short term provision in the Balance Sheet. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve

onths as long ter e plo ee enefit or measurement purposes and this is shown under long term provisions in the Balance Sheet. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the Statement o rofit and oss and are not de erred he Company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where the Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

i er i ti e efits

he o pan recogni es ter ination enefit as a liability and an expense when the Company has a present obligation as a result o past e ent it is pro a le that an o t o o reso rces e od ing econo ic enefits will be required to settle the obligation and a reliable estimate can be made of the amount o the o ligation the ter ination enefit falls due more than 12 months after the balance sheet date, they are measured at present al e o the t re cash o s sing the discount rate determined by reference to market yields at the balance sheet date on the government bonds.

O) Taxes on income i) Current tax: Current tax is determined as the

amount of tax payable on taxable income for

the year as per the provisions of Income Tax ct

Minimum alternate tax (MAT) paid in a year is charged to the state ent o profit and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period i e the period or hich MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the idance ote on cco nting or redit Available in respect of Minimum Alternative a nder the nco e ta ct the

said asset is created by way of credit to the tate ent o rofit and oss and sho n as

“MAT Credit Entitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax d ring the specified period

ii) Deferred tax: Deferred tax is recognised on timing differences between the accounting income and the taxable income for the year, and antified sing the ta rates and la s enacted or substantively enacted on the reporting date.

Deferred tax assets are recognised and carried forward to the extent that there is a reasonable certaint that s ficient t re ta a le inco e will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can e reali ed against t re ta a le profits

P) Earnings per share Basic earnings per share are calculated by dividing

the net profit or loss or the period attri ta le to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

or the p rpose o calc lating dil ted earnings per share the net profit or loss or the period attri ta le to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Q) Provisions and contingent liabilities A provision is recognized when the Company has

a present obligation as a result of past event, it is pro a le that an o t o o reso rces e od ing econo ic enefits ill e re ired to settle the

Notes 115


obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and ad sted to re ect the c rrent est esti ates

A contingent liability is a possible obligation that arises from past events whose existence will be confir ed the occ rrence or non occ rrence o one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an o t o o reso rces ill e re ired to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial state ents

R) Cash and cash equivalents Cash comprises cash in hand and demand deposit

with banks. Cash and cash equivalents for the p rposes o cash o state ent co prise cash at bank and cash in hand and short-term investments with an original maturity of three months or less.

S) Derivative instruments and hedge accounting he o pan ses deri ati e financial instr ents

such as, foreign currency forward contracts to hedge foreign currency risk arising from future transactions in respect o hich fir co it ents are ade or which are highly probable forecast transactions. It also uses interest rate swaps to hedge interest rate risk arising from variable rate loans and cross currency interest rate swaps to hedge both foreign currency loan and interest risk arising from foreign e change ct ations and aria le rate loans The Company designates these forward contracts and interest rate swaps in a hedging relationship by applying the hedge accounting principles of

inancial nstr ents ecognition and Measurement.

or the p rpose o hedge acco nting hedges are classified as cash o hedges hen hedging the e pos re to aria ilit in cash o s that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an nrecogni ed fir co it ent

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. he doc entation incl des identification o the

hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair al e or cash o s attri ta le to the hedged ris

Such hedges are expected to be highly effective in achieving offsetting changes in fair value or

cash o s and are assessed on an ongoing asis to determine that they actually have been highly e ecti e thro gho t the financial reporting periods for which they were designated.

Hedges that meet the strict criteria for hedge accounting are accounted for as described below:

s edges The effective portion of the gain or loss on the

hedging instrument is recognized directly under shareholders fund in the hedging reserve, while any ineffective portion is recognized immediately in the tate ent o rofit and oss

The Company uses foreign currency forward contracts as hedges of its exposure to foreign c rrenc ris in orecasted transactions and fir commitments. The ineffective portion relating to foreign currency contracts is recognized immediately in the tate ent o rofit and oss

Amounts recognized in the hedging reserve are trans erred to the tate ent o rofit and oss

hen the hedged transaction a ects profit or loss such as when the hedged income or expense is recognized or when a forecast sale occurs.

the orecast transaction or fir co it ent is no longer expected to occur, the cumulative gain or loss previously recognized in the hedging reser e is trans erred to the tate ent o rofit and Loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in the hedging reserve remains in the hedging reserve ntil the orecast transaction or fir co it ent

a ects profit or loss

Other derivatives eri ati e financial instr ents hich are not

designated as cash o hedge ha e een eas red at fair value as per AS 30 and the loss/(gain) on the sa e is charged to the tate ent o rofit and Loss.

T) Provision for warranty The estimated liability for warranty is recorded

when products are sold. These estimates are established using historical information on the nature, frequency and average cost of obligations and management estimates regarding possible future incidence based on corrective actions on prod ct ail re he ti ing o o t o s ill ar as and when the obligation will arise - being typically upto three years

U) Segment reporting The Company’s operations comprise of only one

siness seg ent to oti e res es laps as its pri ar seg ent he anal sis o

Geographical segments is based on the areas in which the Company operates. The accounting policies adopted for segment reporting are in conformity with the accounting policies of the Company.

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Note 3 - Share capital(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Authorised :

4,61,00,000 (Previous year 4,61,00,000) Equity Shares of ` 10 each 4,610.00 4,610.00

re io s ear re erence hares o ` 10 each

re io s ear nclassified hares o ` 10 each 1,000.00 1,000.00

6,000.00 6,000.00

Issued, Subscribed and paid-up :

re io s ear 3,424.35

Equity Shares of ` 10 each fully paid-up ncl des re io s ear it hares o ered on right asis and

kept in abeyance)

dd lloted d ring the ear shares e er note

re io s ear shares e er note

Total Subscribed and paid-up Share Capital (4,04,50,092 (Previous year 3,59,55,710))

4,045.01 3,595.57

i) Reconciliation of equity shares outstanding

2014-15 2013-14

Number ` In Lacs er ` In Lacs

Shares outstanding at the beginning of the year 3,42,43,534 3,424.35

hares iss ed d ring the ear e er note re io s ear e er note

Shares outstanding at the end of the year 4,045.01

ii) Terms and rights attached to Equity Shares: The Company has only one class of equity shares having face value of ` 10 per share. Each holder of equity shares is

entitled to one vote per equity share. The dividend is recommended by the Board of Directors and is subject to the approval of the members at the ensuing Annual General Meeting. The Board of Directors have a right to deduct from the dividend payable to any member any sum due from him to the Company.

In the event of winding-up, the holders of equity shares shall be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.

The share holders have all other rights as available to equity shareholders as per the provision of the Companies Act, 2013 and read together ith the e orand o ssociation and rticles o ssociation o the o pan as applica le

iii) Shares in the Company held by each shareholder holding more than 5% of the number of equity shares

As at 31.03.2015 As at 31.03.2014

Particulars No. of shares held

% of holding o o shares held

% of holding

Instant Holdings Limited 32.01%

Swallow Associates LLP

Kotak Mahindra (International) Limited 6.22% - -

nstit tional t al nd International 5.34% - -

Notes 117


Note 4 - Reserves and surplus(` in Lacs)

As at 31.03.2015

As at 31.03.2014

a) Capital reserve alance as per last financial state ents Add : Addition during the year - 300.00 Closing Balance 1,176.87 1,176.87

b) Capital redemption reserve 390.00 390.00

c) Securities premium reserve alance as per last financial state ents 16,523.65 Add : Premium on shares issued during the year through alified nstit tional lace ent e er note - dd on ersion o arrants e er note -

ess hare iss e e penses on acco nt o alified nstit tional lace ent et o ta e er note - Closing Balance 56,702.93 17,808.30

d s edge reser e alance as per last financial state ents Gain / (Loss) arising during the year Closing Balance 59.89 (536.89)

e) General reserve alance as per last financial state ents Add : Amount transferred from surplus balance in the tate ent o rofit and oss - ess pact o re ision o se l li e o fi ed assets et o ta e er note (2,161.65) - Closing balance 20,177.32 22,338.97

f r s i t e t te e t f r fit d ss alance as per last financial state ents dd rofit or the ear Amount available for appropriation 81,834.62 58,665.39 Less Appropriations:

Proposed dividend (Amount per share ` 10) (previous year ` 10) 4,045.01 3,664.06 Tax on proposed dividend 526.10 Amount transferred to general reserve - et s r s i t e t te e t f r fit d ss 77,301.95 51,937.23 Total 1,55,808.96 93,114.48

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Note 5 - Money received against share warrants(` in Lacs)

As at 31.03.2015

As at 31.03.2014

alance as per last financial state ents -

Less : Converted into equity share capital -

Total - -

Money received against convertible warrants

On 24th l the o pan had con erted arrants o ace al e ` 10 each into equity shares issued to Instant Holdings Limited, an entity belonging to the Promoter Group at a price of ` per arrant hich incl des a premium of ` per share on pre erential asis in accordance ith the ter s o the iss e

Note 6 - Long - term borrowings(` in Lacs)

Non- Current portion Current Maturities

As at 31.03.2015

As at 31.03.2014

As at 31.03.2015

As at 31.03.2014

ce s er st fi ci st te e ts

1. Secured :

Term Loans

a) Indian rupee loan from banks

an o ndia e er note 10,000.00 10,000.00 - -

an td e er note - -

an td e er note 2,025.00 1,350.00 1,350.00

an td e er note - 2,333.33

an o ndia e er note 1,500.00 2,000.00

an td e er note

an o aroda e er note 1,000.00 1,000.00

Export Import Bank of India e er note

Hongkong Shanghai Banking orporation i ited e er note - 1,250.00 -

oreign c rrenc loan ro an s

Export Import Bank of India e er note

ICICI Bank Ltd. - ECB Loan e er note 651.04

c er s credit e er note - -

28,151.44 32,777.64 10,300.64 11,471.41

2. Unsecured :

a lic deposits e er note 3,450.06 4,154.33

b) Deferred sales tax incentive e er note 364.10

7,280.97 9,471.54 4,518.43 3,669.68

ess o nt classified nder other current Liabilities - -

Total 35,432.41 42,249.18 - -

Notes 119


Note 6 - Long - term borrowings (Continued)

Note on secured long term borrowings (includes non-current portion and current maturities)

1. Term loan from Bank of India ` 10,000.00 Lacs (Previous year ` 10,000.00 Lacs) is secured by first pari passu charge on Company’s immovable assets located at Bhandup and Nasik plants. It carries interest at 11.50% p.a. as on 31st March 2015 and is repayable in 20 equal quarterly installment of ` 500.00 Lacs each starting from 17th June, 2016.

2. Term loan from ICICI Bank Ltd. of ` 7,000.00 Lacs (Previous year ` 7,000.00 Lacs) is secured by first pari passu charge on Company’s immovable assets situated at Bhandup & Nasik plant. It carries interest at 11.50% p.a. as on 31st March 2015 and is repayable in 20 equal quarterly installment of ` 350.00 Lacs each starting from 3rd May, 2016.

3. Term loan from ICICI Bank Ltd. of ` 3,375.00 Lacs (Previous year ` 4,725.00 Lacs) is secured by first pari passu charge on movable properties (except current assets) both present and future and immovable properties both present and future located at Bhandup, Halol and Nasik plants and second pari passu charge on the current assets of the Company both present and future. It carries interest at 12 % p.a. as on 31st March, 2015 and is repayable in 10 equal semi-annual installment of ` 675.00 Lacs each starting from 12th January, 2013.

4. Term loan from ICICI Bank Ltd. of ` 1,166.67 Lacs (Previous year ` 3,500.00 Lacs) is secured by first pari passu charge on immovable properties both present and future situated at Bhandup plant. It carries interest at 12% p.a. as on 31st March, 2015 and is repayable in 12 equal quarterly installment of ` 583.33 Lacs each starting from 10th November, 2012.

5. Term loan from Bank of India ` 2,913.58 Lacs (Previous year ` 5,413.58 Lacs) is secured by first pari passu charge on Company’s movable (except current assets) both present and future and immovable properties both present and future located at Bhandup, Halol and Nasik plants and second pari passu charge over current assets of the Company both present and future. It carries interest at 11.50% p.a. as on 31st March, 2015 and is repayable in 20 equal quarterly installment of ` 500.00 Lacs each starting from 1st January, 2012.

6. Term loan from IDBI Bank Ltd. of ` 753.88 Lacs (Previous year ` 1,256.48 Lacs) is secured by first pari passu charge on movable properties (except current assets) both present and future and immovable properties of the Company both present and future situated at Bhandup, Halol and Nasik plants and second pari passu charge on current assets of the Company both present and future. It carries interest at 12% p.a. as on 31st March, 2015 and is repayable in 20 equal quarterly installment of ` 125.65 Lacs each starting from 1st January, 2012.

7. The FCNR-B loan from Bank of Baroda was valid for one year and was reconverted into rupee loan on 9th October, 2013. Term loan from Bank of Baroda of ` 1,750.00 Lacs (Previous year ` 2,750.00 Lacs) is secured by first pari passu charge on Company’s movable (except current assets) both present and future and immovable properties both present and future located at Bhandup, Halol and Nasik plant and second pari passu charge over current assets of the Company both present and future. It carries interest at 12% p.a. as on 31st March, 2015 and is repayable in 20 equal quarterly installment of ` 250.00 Lacs each starting from 1st January, 2012.

8. Term loan in Indian rupee and in foreign currency from Export Import Bank of India of ` 3,532.43 Lacs (Previous year ` 5,744.38 Lacs) is secured by first pari passu charge on Company’s movable properties (except current assets) both present and future and immovable properties both present and future located at Bhandup, Halol and Nasik plants and second pari passu charge over current assets of the Company both present and future.

Rupee loan carries interest at 12.35% p.a. as on 31st March 2015 and is repayable in 20 equal quarterly installment of ` 244.99 Lacs starting from 1st November, 2011 and foreign currency loan carries interest at 6 months LIBOR plus 500 bps p.a. as on 31st March, 2015 and is also repayable in 20 equal quarterly installment of USD 5.50 Lacs each equivalent to ` 343.75 Lacs (restated at rate of INR/USD as on 31st March, 2015) starting from 1st November, 2011.

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loan ro an td o ` acs pre io s ` acs is sec red first pari passu charge on movable properties (except current assets) both present and future and immovable properties of the Company both present and t re sit ated at hand p alol and asi lants and second pari passu charge over current assets of the Company oth present and t re t carries interest at onths O pl s ps p a as on st March, 2015 and is repayable

in 24 equal quarterly installment of USD 5.21 Lacs each equivalent to ` acs restated at rate o as on 31st March, 2015) starting from 23rd December, 2010.

e ter loan ro ong ong and hanghai an ing orporation i ited o ` 5,000.00 Lacs was disbursed on 20th June, 2014. The outstanding balance of this loan as on 31st March, 2015 is ` 4,062.50 Lacs (Previous year ` il he said loan is sec red first pari passu charge on o pan s fi ed assets to the e tent o a ini asset co er o

1.25 times. It carries interest at 10.20% p.a. as on 31st March 2015 and is repayable in 16 equal quarterly installment of ` 312.50 Lacs each starting from 20th September, 2014. (The creation of security is pending as on 31st March, 2015).

ong ter er s credit is sec red a o first pari passu charge on all immovable and movable properties (excluding current assets) both present and future of the Company situated at Halol plant and second pari passu charge over the current assets of the Company both present and future. It is repayable within 3 years from the date of disbursement. (The creation of security for immovable properties situated at Halol is pending as on 31st March, 2015). The long term

er s credit carries interest in the range o onths O pl s ps to onths O pl s ps

Note on unsecured long term borrowings.

12. Public deposits included under the long term borrowings are repayable after 2 or 3 years from the date of acceptance of p lic deposit ong ter p lic deposits carries interest in the range o p a to p a

13. Interest free deferred sales tax is repayable in ten equal annual installment commencing from 26th April, 2011 and ending on 30th April, 2025.

Notes 121


Note 7 - Deferred tax liabilities (Net)(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Major components of deferred tax assets and deferred tax liabilities:

AssetsExpenses allowable for tax purpose when paid Voluntary retirment scheme Provision for doubtful debts and advances Others

3,735.00 3,228.06 Liabilities

Difference between book depreciation and tax depreciation Deferred tax liabilities (Net) 11,714.73 10,909.50

Note 8 - Other long - term liabilities(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Security deposits 142.20 142.20

Total 142.20 142.20

Note 9 - Long - term provisions(` in Lacs)

As at 31.03.2015

As at 31.03.2014

ro ision or arrant e er note

Provision for compensated absences 2,223.36 1,642.10

Total 2,705.84 2,021.04

Note 10 - Short - term borrowings:(` in Lacs)

As at 31.03.2015

As at 31.03.2014

1. Secured : e er oot note a

a) Working capital loan from bank - 2,000.00

b) Cash credit facilities from banks (repayable on demand)

c) Export packing credit from banks

d) Buyer’s credit from banks

2. Unsecured :

a) Export packing credit from banks -

er loan ro an s e er oot note

c lic deposit e er oot note c

Total 25,684.03 57,478.16

ote

a) Working capital term loan, cash credit facilities from bank, export packing credit and buyers credit are part of working capital facilities availed from Consortium of Banks as well as outside Consortium. Consortium limits are secured by h pothecation a o first pari passu charge on Company’s current assets present and future and by way of second pari passu charge on immovable and all movable properties (excluding current assets) of the Company situated at Bhandup,

ashi and alol lants

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The facilities outside the Consortium are unsecured in nature except the outstanding balance of export packing credit a ailed ro ong ong and hanghai an ing orporation i ited hich is sec red a o first pari passu charge on current assets, present and future, of the Company and by way of second pari passu charge on immovable and

o a le properties e cept c rrent assets o the o pan sit ated at hand p asi and alol plants o e er the security in favour of HSBC is pending to be created as on 31st March 2015.

ll hort ter orro ings a ailed in ndian r pee carr interest in the range o p a to p a and all short ter orro ings a ailed in oreign c rrenc carr interest in the range o O pl s ps p a to O pl s ps p a

O is set corresponding to the period o the loan

b) The term loan from bank is outstanding balance of the bill discounting facility availed from scheduled bank.

c) These public deposits are accepted for the maturity of one year from the date of receipt.

Note 11 - Trade payables(` in Lacs)

As at 31.03.2015

As at 31.03.2014

e to icro s all and edi enterprises e er note

Overdue - -

ot d e 502.03

Other trade payables

Total 63,310.92 66,314.33

Note 12 - Other current liabilities(` in Lacs)

As at 31.03.2015

As at 31.03.2014

rrent at rities o long ter orro ing e er note 2) Interest accrued but not due on borrowings 3) Unclaimed dividends* 110.11

nclai ed interest at red deposits 400.21 5) Other payables : a) Payable to capital vendors 1,131.33 eposits ro dealers others

c) Statutory dues d) Advance received from customers 1,144.21 e) Premium on forward contracts 401.15 Total 54,351.00 54,045.71

ill e trans erred to in estor ed cation protection nd as and hen d e

e er oot note elo ote o ash and an alances

Notes 123


Note :

a) Movement in provision for indirect tax

(` in Lacs)

Particulars

As at 31.03.2015

Excise, Customs and Service Tax

As at 31.03.2014


Balance as at 1st April 300.00 -

Addition during the year 320.00 300.00

e ersed paid d ring the ear 300.00 -

Balance as at 31st March 320.00 300.00

b) Movement in provision for tax and labour matters

(` in Lacs)

As at 31.03.2015 31.03.2014

Particulars

Excise, Customs and

Service Tax

Sales Tax and VAT

Excise, Customs and

Service Tax

Sales Tax and VAT

Balance as at 1st April 156.14 -

Addition during the year 156.14

e ersed paid d ring the ear - - - -

Balance as at 31st March 267.98 481.11 179.90 156.14

Total 749.09 336.04

The Company is party to various lawsuits that are at administrative or judicial level or in their initial stages, involving labour, tax and civil matters. The Company contests all claim in the court / tribunals / appellate authority levels and based on their assess ents and that o their legal co nsel records a pro ision hen the ris or loss is considered pro a le he o t o is expected on cessations of the respective events.

Note 13 - Short-term provisions(` in Lacs)

As at 31.03.2015

As at 31.03.2014

ro ision or e plo ee enefits

a) Provision for compensated absences ro ision or grat it e er note 2,054.04 2) Provision for mark-to-market lossess on derivative contracts 46.10

ro ision or proposed di idend e er note 4,045.01 4) Provision for tax on proposed dividend 5) Provision for income tax (net of advance tax) 333.45

ro ision or arrant e er note ro ision or indirect ta e er oot note a 320.00 300.00 ro ision or ta and la o r atters e er oot note 336.04

Total 10,426.84 7,285.89

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Notes 125


Note 14 - Fixed Assets (Continued)

1. Building includes ` 0.10 lakhs (Previous Year ` 0.11 lakhs) being value of shares held in co-operative housing societies.

2. Leasehold land includes land of ` 3,543.63 Lacs (Previous Year ` 3,543.63 lacs) acquired at Additional Ambernath Industrial Area, Ambernath, District Thane, Maharashtra from Maharashtra Industrial Development Corporation

ide sanction letter dated Octo er he o pan has ta en ph sical possession o this land on September 1, 2010 which is subject to registration formalities.

3. The Company has held following assets for sale :-

a) Leasehold Land at Additional Ambernath Industrial Area, Ambernath having book value of ` 3,543.63 Lacs.

reehold land at arat ha ing oo al e o ` 0.60 Lacs.

Accordingly these assets are carried at lower of net book value and net realisable value

4. Gross book value includes ` lacs re io s ear ` lacs on acco nt o re al ation o and ilding and lant and achiner in ased on the report iss ed independent al er

5. During the year, the Company has capitalised the following expenses which is attributable to the construction activity in general and included in the cost of Capital work in progress (CWIP). Consequently expenses disclosed under the respective notes are net of amount capitalized by the Company.

(` in Lacs)

Particulars ote o 2014-15 2013-14inance cost -

Professional and consultancy charges 30 3.16

Miscellaneous expenses 30 1.35

plo ee enefits e penses 545.55

Travelling and conveyance 30 36.56 2.05

Total 815.03 45.41

6. Pursuant to the Companies Act, 2013 (“the Act”), the management, based on external technical evaluation has reassessed the se l li e o fi ed assets onse entl the depreciation charge or the ear ended arch as higher ` acs n accordance ith the ct the carr ing al e o the fi ed assets as at pril is depreciated o er the re ised resid al li e o the fi ed assets and here the re ised resid al li e o the fi ed assets is nil as at that date the carr ing al e o the fi ed assets a ter retaining the resid al al e has een ad sted to the eneral eser e

onse entl the eneral eser e has een red ced ` acs et o e erred a ` acs

he o pan has ac ired glo al rights o rand ro the talian t re a er irelli rior to the said ac isition the Company was the owner of the brand in only a few Asian countries including India. With the acquisition of the brand which is renowned worldwide, new and hitherto unexplored markets will be accessible to the Company. The Company will be in a position to fully exploit the export market resulting in increased volume and better price realization. Therefore, the

anage ent elie es that the rand ill ield significant enefits or a period o at least t ent ears

he o pan has ac ired technical no ho and assistance ro nternational ire ngineering eso rces or setting up Halol radial plant. Considering the life of the underlying plant/facility, this technical know-how, is amortised on a straight line basis over a period of twenty years.

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Note 15 - Non current investments (` in Lacs)

ace al e Holdings os

As at 31.03.15

Holdings os

As at 31.03.14

Long term - fully paid

Equity shares (valued at cost unless stated otherwise)

Unquoted (Trade)

Investment in subsidiaries

Associated CEAT Holdings Company (Pvt.) Limited

1,00,00,000 1,00,00,000

i ited e er note c

10 Taka

ado res i ited ` 10

CEAT Specialty Tyres Limited e er note a

` 10 50,000 5.00 - -

Investment in others

Maestro Comtrade Private Limited ` 10

Total 12,438.56 12,433.56

Note 16 - Long-term loans and advances

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Unsecured, considered good Capital advances Security deposits oans ad ance to related parties e er note Other deposits - d ance inco e ta et o pro ision MAT credit entitlement - Unsecured, considered doubtful Balances with Government authorities / other deposit Less : Provision made for doubtful balances Total 6,121.87 7,551.55

Note 17 - Other non current assets

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Unamortised ancillary cost of borrowing e al ation o hedging instr ents

Other recei a les ro s sidiaries e er note - Total 876.92 1,004.81

Notes 127


Note 18 - Current investments (Valued at lower of cost and fair value, unless stated otherwise)

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

oted t al nds (Market Value ` acs re io s ear il 31,243.32 -

Total 31,243.32 -

Note 19 - Inventories (Valued at lower of cost and net realisable value)

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

a a aterials Goods-in transit

22,513.23 24,614.72 b) Work-in-progress c inished goods d) Traded goods stock Goods-in transit 462.41

1,904.52 2,207.96 e) Stores and spares Goods-in transit -

3,930.95 4,044.99 Total 71,827.81

Note 20 - Trade receivables

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

A) Debts Outstanding for a period exceeding 6 months from the date they are due for payment :

Unsecured, considered good 216.64 Unsecured, considered doubtful Less : provision for doubtful debts

139.74 216.64B) Other Debts Secured, considered good * Unsecured, considered good

66,552.98 Total 66,692.72 71,584.24

* These debts are secured to the extent of security deposits obtained from the dealers

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Note 21 - Cash and bank balances

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Cash and Cash Equivalents :Balances with Banks : On c rrent acco nts e er note a 4,433.41 On npaid di idend acco nts e er note nclai ed p lic fi ed deposit and interest there on e er note c 454.11 411.03 Cash in hand

5,009.00 9,325.69 Other bank balances Deposits with maturity of more than 3 months but less than 12 months

e er note e 500.20

argin one deposits e er note d 1,440.78 969.91

Total 6,449.78 10,295.60

ote

a) Includes ` 4.53 Lacs outstanding for a period exceeding seven years. This amount is no longer payable as the Company has adjusted this amount towards call-in arrears of partly paid-up equity shares of the Company held by the share holders, pursuant to the resolution passed by the Board of Directors at its meeting on 23rd September, 2005.

b) These balances are available for use only towards settlement of corresponding unpaid dividend liabilities

c) These balances are available for use only towards settlement of matured deposits and interest on deposits, also includes ` 0.20 Lacs outstanding for a period exceeding seven years, in respect of which a government agency has directed the Company to hold and not transfer / repay the amount

d) The margin deposit are kept with bank for bank guarantees given to statutory authorities for the period ranging between 3-5 years

e) Deposit to the extent of ̀ lacs re io s ear ̀ 42.42 lacs) is created for the purpose of deposit repayment reserve account and cannot be used for any other purpose

Note 22 - Short-term loans and advances

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Unsecured, considered goodAdvance receivable in cash or kind or for value to be received Balance with statutory / government authorities 5,366.46 oans ad ances to related parties e er note

Other deposits 110.41 Unsecured, considered doubtfulLoans advances and deposits 132.00 Less : provision for doubtful advances and deposits (132.00) Total 9,520.38 9,298.41

Note 23 - Other current assets

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Unsecured, considered goodInterest receivable

eco era le against fire loss e er note 2,556.40 e al ation o hedging instr ent -

Total 1,532.13 2,715.99

Notes 129


Note 24 - Revenue from operations

(` in Lacs)

2014-15 2013-141) Sale of products 2) Other operating revenues a o alt inco e b) Sale of scrap 1,604.51 c o ern ent grants e er note c 2,140.32 d) Others Total revenue from operation (Gross) 6,18,316.27 5,89,680.03

he o pan has recognised a o ern ent grant o ` acs re io s ear ` 1,013.13 Lacs) as income on refund of Octroi duty under the Package Scheme of Incentive received from Directorate of Industries, Government of

aharashtra or asi lant e er note c

he o pan has also recognised a o ern ent grant o ` acs re io s ear ` acs as inco e on acco nt o e port incenti es nder oc s prod ct sche e and oc s ar et sche e ro irectorate eneral o oreign Trade, Government of India.

(` in Lacs)

Details of sales under broad heads 2014-15 2013-14Automative TyresTubes and othersSale of products 6,13,374.98 5,84,614.36

Note 25 - Other income

(` in Lacs)

2014-15 2013-14

rofit on sale o fi ed assets et - 21.42

Interest income on

Bank deposit 134.01

Others 343.31

Dividend income on

Investment in subsidiary

Current investments

Other non-operating income

Total 2,863.25 2,054.06

Note 26 - Cost of material consumed

(` in Lacs)

2014-15 2013-14

a aterials

Opening stock

Add : Purchases

Less : Closing stock 22,513.23

Total 3,25,899.32 3,45,138.83

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(` in Lacs)

Details of raw materials consumed 2014-15 2013-14

er a rics 51,353.41

Carbon Black 50,146.00 Chemicals Others Total 3,25,899.32 3,45,138.83

(` in Lacs)

Details of inventories 2014-15 2013-14

er a rics

Carbon Black Chemicals Others Total 22,513.23 24,614.72

te ges i i e t ries f fi is ed g ds r i r gress d st c i tr de(` in Lacs)

2014-15 2013-14 Increase /Decrease

Opening Stocka) Work-in-progress

inished goods c) Traded goods

43,168.10 Closing Stock a) Work-in-progress (1,166.31)

inished goods c) Traded goods (303.44)

37,766.52 5,401.58

Differential excise duty on opening and closing stock of finished goods

Total 5,627.39 (10,585.72)

te ee e efits e e ses (` in Lacs)

2014-15 2013-14

Salaries, wages and bonus ontri tion to pro ident and other nds e er note rat it e penses e er note 2,044.13

Staff welfare expenses 3,210.66 Total 34,985.33 28,907.19

Note 29 - Finance costs

(` in Lacs)2014-15 2013-14

Interest Other borrowing cost Total 13,046.30 16,915.89

Notes 131


Note 30 - Other expenses (` in Lacs)

2014-15 2013-14

Conversion charges Stores and spares consumed Provision for obsolescence of stores and spares Power and fuel reight and deli er charges 23,450.65 ent

Lease rent - Vehicles 140.60 ates and ta es

Insurance epairs

Plant and machinery 3,446.22 Buildings Others

5,788.61 3,972.29 Travelling and conveyance Printing and stationery Directors' fees 46.05 a ent to tat tor ditor e er details elo 63.62

Cost audit fees 2.20 2.20 Advertisement and sales promotion expenses

e ates and disco nts Commission on sales Communication expenses 562.64 Advances written off - Bad Debts written off - 31.41 Less : Provision for doubtful debts written back to the extent provided - (14.25)

- 17.16 Provision for doubtful debts and advances oss on assets sold discarded et - re i on sale and p rchase o or ard contract et

Legal charges 262.32 oreign e change ct ations et

Professional and consultancy charges 1,442.31 orporate ocial esponsi ilit e penses e er note 323.66

Commission to directors 460.00 Training and conference expenses 1,032.34 Bank Charges 1,005.52 1,460.36

iscellaneo s e penses Total 1,16,810.76 98,007.56

iscellaneo s e penses incl des donation o ` 135.00 Lacs (Previous year ` il in the nat re o political contri tion to an Electoral Trust (Janpragati Electoral Trust)

(` in Lacs)2014-15 2013-14

Payment to Statutory AuditorAs Auditor : Audit fee 36.00 33.00 Limited review 22.00 In Other capacity : Other ser ices certification ees

ei rse ent o e penses 70.18 63.62

The above amount does not include fees amounting to ̀ acs to ards ser ices pro ided in respect o alified nstit tional lace ent hich has een netted o against share pre i e er note

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31) Contingent liabilities and commitments (to the extent not provided for): a. Contingent Liabilities: (` in Lacs)

Particulars As at 31.03.2015

As at 31.03.2014

1. Direct and Indirect Taxation Matters

Income Tax

Wealth Tax

Excise Duty / Service Tax

Sales Tax 4,554.66

2. Bills discounted with Banks 6,126.46

3. Corporate Guarantee

i) Corporate Guarantees given in favour of AB Bank Limited on ehal o i ited a o nting to angladesh a a il re io s ear angladesh a a acs -

ii) Letter of Comfort given to The City Bank Limited on behalf of i ited a o nting to angladesh a a

acs re io s ear angladesh a a acs

iii) Corporate Gurantee given to Muzuho Corporate Bank, o o on ehal o nterprises td - 2,550.00

4. Claims against the Company not acknowledged as debts*

i) In respect of labour matters 353.43

ii ental disp tes

iii) Customer disputes 446.00 446.00

iv) Vendor disputes

v) Other claims

in respect o a o e atters t re cash o t o s are deter ina le onl on receipt o dge ents pending at ario s forums / authorities. The amount of expected reimbursement to the Company is not ascertainable as on Balance Sheet date.

oans a ailed i ited against the orporate rantee iss ed the o pan ha e een utilized for the purpose of working capital requirement.

b. Commitments

(` in Lacs)


As at 31.03.2014

Estimated amount of contracts remaining to be executed on Capital account and not provided for (net of advance payments) 23,100.43

c. Othershe o pan has a ailed the ales a e erral oan and Octroi re nd ro the irectorate o nd stries or asi

Plant. Hence, the Company has to take prior permission of the appropriate authority for removal/transfer of any asset alling nder the a o e che es ro asi lant n case o iolation o ter s and conditions the o pan is

re ired to re nd the entire loan enefit along ith the interest on acco nt o ales a de erral oan and on acco nt o Octroi re nd e er note c

32) The Board of Directors have recommended a Dividend of ` 10 per share pursuant to which, the total amount to be distributed as Dividend is ` 4,045.01 Lacs (Previous year ` acs

Notes 133


33) Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 (‘the Act’) are given as follows:

(` in Lacs)

2014-15 2013-14

(a) Principal Amount Due 502.03

(b) Interest paid during the year beyond the appointed day -

(c) Amount of interest due and payable for the period of delay in making payment itho t adding the interest specified nder the ct - -

(d) Amount of interest accrued and remaining unpaid at the end of the year

(e) Amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the Small Enterprises for the purpose of disallowance as a deductible expenditure under section 23 of the Act. - 150.62

The information disclosed above is to the extent available with the Company.

34) oans and ad ances in the nat re o loans gi en to s sidiaries and associates and fir s o panies in hich irectors are interested as re ired nder cla se o the isting gree ent and disclos re re ired nder section

of the Companies Act, 2013.

(a) CEAT Specialty Tyres Limited

The loan balance as at 31 March, 2015 is ` 1,300.00 Lacs (Previous year ` il acsThe maximum amount outstanding during the year is ` 1,300.00 Lacs (Previous year ` il acsThe repayment schedule for the above loan is of one year and the rate of interest charged is 10%The loan will be utilized for meeting the working capital requirements

(b) Rado Tyres Limited

The loan balance as at 31 March, 2015 is ` acs re io s ear ` acsThe maximum amount outstanding during the year is ` acs re io s ear ` 215.00 Lacs)The repayment schedule for the above loan is 36 equal monthly instalments with the last instalment due in

o e er and the rate o interest charged is The loan is utilized for meeting the working capital requirements

35) Provision for warranty:A provision is recognized for expected warranty claims on product sold during the last three years, based on past experience o the le el o ret rns and cost o clai t is e pected that significant portion o these costs ill e inc rred in the ne t financial ear and ithin three ears ro the reporting date ss ptions sed to calc late the pro ision or arranties were based on current sales levels and current information available about returns based on the three years warranty period for all products sold. The table below gives information about movement in warranty provision.

(` in Lacs)


As at 31.03.2014

At the beginning of the year 2,053.62

Arising during the year

Utilised during the year

At the end of the year 2,053.62

Current portion

on rrent portion

36) Purchase and Sale of Traded Goods (` in Lacs)

Particulars 2014-15 2013-14

Traded Goods Purchases - Tyres

raded oods ales res ross 13,644.21

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37) Value of imports calculated on CIF basis: (` in Lacs)


a aterials 1,36,631.65Traded Goods 3,546.05Components and Spares 422.40Capital Goods

38) Expenditure in foreign currency (accrual basis) (` in Lacs)


Interest 313.40TravellingOthers 1,234.43

39) Dividend remittance in foreign currency (` in Lacs)


o nt re itted eter o non residence share holders 2 2er o shares on hich re ittance as ade

Year for which the Dividend was paid 2013-14 2012-13

40) Value of Imported/Indigenous Raw Materials/Stores and Spares consumed:

2014-15 2013-14

% Value % Value

a aterialsImportedIndigenous 52.64 51.44

100.00 3,25,899.32 100.00 3,45,138.83

2014-15 2013-14

% Value % Value

Stores and Spares

ImportedIndigenous 3,120.00

100.00 4,231.73 100.00 3,913.82

41) Earnings in foreign currency (accrual basis)

(` in Lacs)


port ales calc lated on O asiso alt

DividendTechnical Development Charges 334.23

42) Research and development fees (` in Lacs)


e en e e pendit re

he a o e e pendit re o research de elop ent ha e een deter ined on the asis o in or ation a aila le ith the o pan

Notes 135


43) Operating LeaseThe Company has entered into a sale and lease back agreement with the leasing company for vehicles, resulting in a non cancella le operating lease as defined in cco nting or eases

Lease rental on the said lease of ` acs re io s ear ` 140.60 Lacs) has been charged to Statement of rofit and oss

(` in Lacs)

Future Minimum Lease PaymentsAs at

31.03.2015As at

31.03.2014or a period not later than one earor a period later than one ear t not later than fi e earsor a period later than fi e ear - -

There are no restriction placed upon the Company by entering into these leases. The lease term ranges from one year to fi e ears and are rene a le at the option o the o pan

st Retire e t e efits

efi ed c tri ti

he o pan has recognised and incl ded in ote o ontri tion to ro ident and other nds e penses to ards the defined contri tion plan as nder

(` in Lacs)

Particulars 2014-15 2013-14Contribution to Provident fund (Government)

efi ed e efit gr t it

he o pan operates a defined plan o rat it or its e plo ees nder the rat it plan e er e plo ee ho has co pleted fi e ears o ser ice gets a grat it on separation da s o last dra n salar or each co pleted ear of service. The Scheme is funded with an Insurance company in the form of qualifying Insurance policy.

i ge i rese t e f t e defi ed e efit ig ti re s f s:

(` in Lacs)

As at 31.03.2015

As at 31.03.2014

Sr. o

Particulars Gratuity (Funded)

Gratuity nded

1. Opening present al e o efined enefit o ligation 2. Current Service Cost 350.043. Interest Cost 426.154. enefits paid (652.12)5. Actuarial (Gain) / Loss on obligation6. Closing present value of obligation

ii) Changes in Fair value of Plan Assets during the year ended March 31, 2015

As at 31.03.2015

As at 31.03.2014

Sr. o


Gratuity nded

1. air al e o plan assets as at pril 2. Expected return on plan assets3. Contributions made 155.004. enefits paid (652.12)5. Actuarial gain / (Loss) on plan assets6. air al e o plan assets as at arch

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iii et e ee e efits e e ses rec g i ed i t e e ee c st (` in Lacs)

2014-15 2013-14

Sr. o


Gratuity nded

1. Current Service Cost 350.042. nterest ost on enefit o ligation 426.153. ct arial gains and losses et4. Expected return on plan assets5. et enefit e pense 2,044.13

re io s ear a o nt disclosed in ote o o ` acs incl des ` acs pa a le on acco nt of actual Gratuity payable to the employees who have opted for voluntary retirement scheme announced during the previous year.

iv) Net Assets / (Liability) as at March 31, 2015 (` in Lacs)

As at 31.03.2015

As at 31.03.2014

Sr. o


Gratuity nded

1. losing resent al e o the defined enefit o ligation 2. losing air al e o plan ssets 3. et ssets ia ilit recogni ed in the alance heet (2,054.04)

v) Actual return on plan assets for the year ended March 31, 2015 (` in Lacs)

2014-15 2013-14

Sr. o


Gratuity nded

1. Expected return on plan assets2. Actuarial gain / (loss) on plan assets3. Actual return on plan assets

vi) The major categories of Plan Assets as a percentage of the Fair Value of Plan Assets are as follows:(` in Lacs)

2014-15 2013-14

Sr. o


Gratuity nded

1. Investment with Insurer 100% 100%

vii) The principal assumptions used in determining gratuity and leave encashment for the Company’s plan are shown below:

(` in Lacs)

Sr. o

Particulars Gratuity (Funded) rat it nded

1. isco nt ates2. Expected rate of return on assets3. Annual increase in salary4. Employee turnover5. ortalit ate Indian Assured Lives

ortalit odified lti ate

Indian Assured Lives ortalit

odified lti atehe esti ates o t re salar increase considered in act arial al ation ta e acco nt o in ation seniorit and

other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date applica le to the period o er hich the o ligation is to e settled here has een significant change in e pected rate of return on assets due to change in the market scenario.

Notes 137


viii) Details of previous years

(` in Lacs)

rat it nded 2014-15 2013-14 2012-13 2011-12 2010-11

resent al e o efined enefit obligation as at the year end

nd al e as at the ear end

rpl s eficit (2,054.04) (546.41)

et ssets ia ilit recognised in the Balance Sheet (2,054.04) (546.41)

ix) Experience adjustment

(` in Lacs)

Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

enefit O ligation

air al e o plan assets

nded stat s deficit (surplus) 2,054.04 546.41

Experience adjustment on plan liabilities (532.13)

% of plan liabilities 21.33% 4.55%

Experience adjustment on plan assets - -

% of plan assets (0.34%) 0.15% - -

45) Derivatives contracts and unhedged foreign currency exposure:

a) Derivatives outstanding as at the reporting date

Derivative Currency 2014-15 2013-14 Purpose

or ard ontracts to sell foreign currency USD 123.00 Hedge of foreign currency sales

USD -Hedge of foreign currency highly probable sales

or ard ontracts to foreign currency USD Hedge of foreign currency purchase

USD Hedge of foreign currency buyer’s credit

O - Hedge of foreign currency buyer’s credit

USD 42.14edge o oreign c rrenc fir

commitment - PO’s

USD - edge o loan

Cross currency interest rate swaps USD 33.00 55.00 Hedge of term loan

Principal only swaps USD 31.25 Hedge of term loan

Cross currency interest rate swaps USD - Hedge of foreign currency buyer’s credit

Principal only swaps USD - 12.35 Hedge of foreign currency buyer’s credit

Options contract to buy foreign currency USD - Hedge of foreign currency buyer’s credit

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b) Unhedged foreign exchange exposures

Amount in foreign currency (in lacs)

Particulars Currency 2014-15 2013-14

Short term borrowing USD -

Trade payable USD 56.03

O 4.51

JPY 6.30 21.15

GBP - 0.01

Trade receivable USD 55.20 42.40

O 1.36 -

Advances recoverable in cash or kind USD

Interest accrued and not due on borrowings USD 0.40 1.52

46) Related party disclosures: a) Names of related parties and related party relationship:

Related parties where control exists:

Associated CEAT Holdings Company (Pvt.) Limited (“ACHL”) (Subsidiary Company)

i ited pre io sl no n as angladesh i ited sidiar o pan

ado res i ited ado sidiar o pan e th September, 2013)

pecialt res i ited sidiar o pan e th December 2014)

Related parties with whom transactions have taken place during the year:- CEAT-Kelani Holding Company (Pvt.) Limited (“CKHL”) (Joint Venture of ACHL)

Associated CEAT (Pvt.) Limited (“ACPL”) (Subsidiary of CKHL)

CEAT-Kelani International Tyres (Pvt.) Limited, (“CKITL”) (Subsidiary of CKHL)

elani adials i ited sidiar o

Asian Tyres (Pvt) Limited (“ATPL”) (Subsidiary of CKITL)

o ndation irectors or their relati es are interested

a che t i ited a che irectors or their relati es are interested

KEC International Limited (“KEC”) (Directors, KMP or their relatives are interested)

Vinar Systems Pvt. Limited (“Vinar”) (Directors, KMP or their relatives are interested)

lias o lias irectors or their relati es are interested

tlant s ellings n rastr ct re tlant s irectors or their relati es are interested

Chattarpati Apartments LLP (“Chattarpati”) (Directors, KMP or their relatives are interested)

Allwin Apartments LLP (“Allwin”) (Directors, KMP or their relatives are interested)

Palacino Properties LLP (“Palacino”) (Directors, KMP or their relatives are interested)

Amber Apartments LLP (“Amber”) (Directors, KMP or their relatives are interested)

Swallow Associate LLP (“Swallow”) (Directors, KMP or their relatives are interested)

Janpragati Electroral Trust (“Janpragati”) (Directors, KMP or their relatives are interested)

haitan o haitan irectors or their relati es are interested

r nal ndra elati e o irector

Key Management Personnel (KMP):

i) Mr. Harsh Vardhan Goenka, Chairman

ii) Mr. Anant Vardhan Goenka, Managing Director

iii r rna aner ee hole ti e irector e th May, 2013)

i r a ao arthal r hie inancial O ficer

r ingh a poot o pan ecretar

Notes 139


b) The following transactions were carried out during the year with the related parties in the ordinary course of business :

(` in Lacs)

Transactions elated art 2014-15 2013-14

ei rse ent eco er o e penses net ACPL 34.66CKITL - 6.65

-ado

a che (26.53) (15.12)KEC

Atlantus 0.60 -AmberTotal 589.45 669.52

Dividend income ACHL

o alt inco e ACPL 115.11CKITLATPL 26.55 2.02

131.45Total 442.71 432.99

Purchase of traded goods ACPLCKITL 125.33

-Total 3,359.25 2,955.69

Sales CKITLCEAT

Limited

3,041.44

CSTL 0.06 -Total 3,904.66 2,884.12

Conversion charges adoLoan given ado - 10.00

CSTL 1,300.00 -Total 1,300.00 10.00

epa ent o loan gi en ado

Interest income on loan ado 15.63 21.04CSTL 2.11 -Total 17.74 21.04

Investments (including share application money) made during the year

CEAT

Limited

-

CSTL 4.00 -ado - 300.00

Swallow -Total 4.00 4,166.56

Technical development fees received - 50.56CEAT

Limited

-

ATPLTotal 70.00 334.23

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ent paid on residential pre ises AllwinKEC 3.00

Amber 15.00 15.00Atlantus

Chattarpati 43.20 43.20Palacino 10.31 lias 12.00 12.00Total 117.09 124.36

Building maintenance recovery a cheKEC 430.42Total 537.71 523.83

ent reco er on residential pre ises KEC 30.12 41.24Total 30.12 41.24

Purchase of capex / spares a che -KEC -Vinar 4.32Total 626.90 1.79

Legal fees paid haitan o -Advances given ado -Interest on loan given recovered ado (23.24) -

CSTL -Total (25.23) -

orporate ocial esonsi ilit e penses o ndation -

Donations Janpragati 135.00 -

Balance as at year ended

(` in Lacs)

Amount due to / from related party elated part As at 31.03.2015 As at 31.03.2014Advances recoverable in cash or kind ACPL

5.02 -ATPLCEAT

Limiteda che 10.21KEC 53.41Total 379.54 337.49

Advance given ado -o alt recei a le ACPL 51.31 63.15

CKITL

ATPLTotal 229.30 202.95

Trade payables ACPL-

ado lias -

Atlantus 1.35a che 0.25 -

Chattarpati 3.24 -Allwin -

PalacinoKEC -Total 938.50 743.05

Notes 141


Amount due to / from related party elated part As at 31.03.2015 As at 31.03.2014

Trade receivables CKITL 324.61 202.11CSTL 0.06 -CEAT

Limited 540.64Total 614.99 742.75

Loans given CSTL 1,300.00 -ado

TotalInterest receivable ado 26.02 33.63

Transactions with key management personnel and their relatives:

(` in Lacs)

Sr. o

elated part 2014-15 2013-14

1) Mr. Harsh Vardhan GoenkaCommission 415.40 344.00Director sitting feesDividend 13.40 5.36Total 432.75 350.16

2) Mr. Anant Vardhan GoenkaSalaries Allowances and Perquisites 24.34Performance Bonus 33.00

ontri tion to ro ident perann ation ndDividend 1.42Total 335.98 249.87

3) Mr. Arnab BanerjeeSalaries Allowances and Perquisites 0.44Performance Bonus

ontri tion to ro ident perann ation ndTotal 210.13 164.36

4) r a ao arthal rSalaries 205.24 -Allowances and Perquisites 0.15 -Performance Bonus -

ontri tion to ro ident perann ation nd -Total 347.04 -

5) r ingh a pootSalaries 51.43 -Allowances and Perquisites -Performance Bonus -

ontri tion to ro ident perann ation nd -Total 72.93 -

6) Mr. Kunal MundraSalaries 64.87 -Allowances and Perquisites 0.15 -Performance Bonus 29.43 -

ontri tion to ro ident perann ation nd 4.31 -Total 98.76 -Grand Total 1,497.59 764.39

he anagerial re neration is co p ted as per the pro isions o ection o the o panies ct

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47) Exceptional Items:a he o pan had introd ced a ol ntar etire ent che e or e plo ees across the o pan d ring the

ear e plo ees re io s ear e plo ees opted or the he o pensation in this respect aggregates ` 613.20 Lacs (Previous year ` acs hich is disclosed as an e ceptional te

ring the pre io s ear the o pan s lant at hand p ai had an incident o fire at its a aterial tore on 23rd e r ar i ed assets o ross al e o ` acs ith its ritten do n al e o ` acs and stoc al ing

` acs aggregating to ` acs ere destro ed in the fire he assets ere co ered nder the insurance policy. The amount of ` 2,556.40 Lacs was expected to be recovered from the insurance company and shown as insurance claim receivable. The balance amount of ` 212.63 Lacs along with the expenditure incurred of ` acs incl ding net incidental charges has een charged to the tate ent o rofit and oss and aggregate amount of ` acs has een treated as an e ceptional ite

48) Corporate Social Responsibility (CSR) Expenses:a) Gross amount required to be spent As Per Section 135 of Companies Act, 2013 ` acs

b) Amount spent during the year:

r o Particular In cash Yet to be paid in cash

Total

1 Construction / acquisition of any assets il il il

2 On purposes other than (1) above 323.66

49) Segment Reporting: he o pan s operations co prise o onl one siness seg ent to oti e res es laps as its pri ar

segment in the context of reporting business/geographical segment as required under mandatory accounting standards eg ent eporting he acco nting policies adopted or seg ent reporting are in line ith the acco nting

policies of the Company.

The geographical Segments considered for disclosure are in India and Outside India. All the manufacturing facilities are located in India.

Secondary segment - Geographical segment

(` in Lacs)


Revenue by geographical market

India

Outside India

Total* 5,59,840.08 5,36,168.92

Carrying amount of segment Assets

India

Outside India

Total 3,63,621.90 3,37,156.06

Additions to Fixed Assets and Intangible Assets

India 12,051.26

Outside India - -

Total 12,051.26 5,773.32

* Segment revenue includes “Total revenue” less “Interest income and Dividend income” included in “Other income”.

Notes 143


50) Earnings per Share (EPS): (` in Lacs)


et rofit or calc lation o asic and dil ted

Weighted average number of equity shares (face value per share ` 10) in calculating basic EPS

Effect of dilution:

Convertible share warrants -

Weighted average number of equity shares (face value per share ` 10) in calculating diluted EPS

Basic EPS

Diluted EPS

51) Other Information:

a) During December 2014, the Company has acquired 100% stake in CEAT Specialty Tyres Limited (previously known as CEAT Specialty Tyres Private Limited) by purchasing 10,000 shares of ` 10 each at face value. Subsequently the

o pan p rchased additional shares he s sidiar ill oc s e cl si el on O the oad and specialt tyres, for sales in India and abroad.

On th o e er the o pan allotted e it shares o ` 10 each at a premium of ` per equity share aggregating to ` acs p rs ant to shares iss ed nder a alified nstit tional lace ent (QIP). Out of the total proceeds, the Company spent ` acs net o ta to ards iss e e penses

c ring the pre io s ear the o pan has ac ired share in re io sl no n as angladesh i ited p rchasing additional shares angladeshi a a each he alance share o shares ere allotted to han o pan i ited artner at angladeshi a a

10 each.

ti is ti f e r ised t r g ified stit ti ce e t :

During the year ended 31st March, 2015, the Company has raised ` acs thro gh alified nstit tional lace ent specificall to eet its share in the cost o setting p o ario s e pansion pro ects i capacit e pansion

of Halol plant, specialty tyres project (through its subsidiary company) and two-three wheeler tyres project and also for augmentation of the long term working capital required for business growth.

(` in Lacs)


Amount utilised during the year :

1. QIP expenses (gross of tax) -

2. Capacity expansion at Halol plant -

3. Specialty Tyres project -

4. Two-Three wheeler project -

Unutilised amount at the end of the year 29,535.40 -

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etails o short ter in est ents ade ro n tilised portion o alified nstit tional lace ents raised d ring the ear ended 31st March, 2015.

(` in Lacs)

Particulars As at 31st March, 2015

As at 31st March, 2014

Investments in mutual funds -

an alance es an -


53) re io s ear s fig res ha e een regro ped reclassified here necessar to con or to this ear s classification



ir egistration o


H.V.GoenkaChairman



e ership er




Date : May 22, 2015 Date : May 22, 2015


Independent Auditor’s Report

To the Members of CEAT Limited

Report on the Consolidated Financial Statements

e ha e a dited the acco pan ing consolidated financial statements of CEAT Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its jointly controlled entities, comprising of the consolidated Balance Sheet as at March 31, 2015, the consolidated tate ent o rofit and oss and consolidated ash lo

Statement for the year then ended, and a summary of significant acco nting policies and other e planator information (hereinafter referred to as ‘the consolidated financial state ents

Management’s Responsibility for the Consolidated Financial Statements

he olding o pan s oard o irectors is responsi le or the preparation o these consolidated financial state ents in ter s ith the re ire ent o the o panies ct

the ct that gi e a tr e and air ie o the consolidated financial position consolidated financial per or ance and consolidated cash o s o the ro p in accordance ith accounting principles generally accepted in India, including the cco nting tandards specified nder ection o the ct read ith le o the o panies cco nts les

he respecti e oard o irectors o the co panies included in the Group and of its jointly controlled entities are responsi le or aintenance o ade ate acco nting records in accordance ith the pro isions o the ct or safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design i ple entation and aintenance o ade ate internal financial control that ere operating e ecti el or ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial state ents that gi e a tr e and air ie and are ree ro aterial isstate ent hether d e to ra d or error hich ha e een sed or the p rpose o preparation o the consolidated financial state ents the irectors o the

olding o pan as a oresaid

Auditor’s Responsibility

O r responsi ilit is to e press an opinion on these consolidated financial state ents ased on o r a dit hile cond cting the a dit e ha e ta en into acco nt the pro isions o the Act, the accounting and auditing standards and matters

hich are re ired to e incl ded in the a dit report nder the pro isions o the ct and the les ade there nder e cond cted o r a dit in accordance ith the tandards on

Auditing, issued by the Institute of Chartered Accountants of ndia as specified nder ection o the ct hose tandards re ire that e co pl ith ethical re ire ents

and plan and perform the audit to obtain reasonable assurance a o t hether the financial state ents are ree ro aterial

isstate ent

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial state ents he proced res selected depend on the a ditor s dg ent incl ding the assess ent of the risks of material misstatement of the consolidated financial state ents hether d e to ra d or error n a ing those ris assess ents the a ditor considers internal financial control rele ant to the olding o pan s preparation o the consolidated financial state ents that gi e a tr e and air ie in order to design audit procedures that are appropriate in the circ stances t not or the p rpose o e pressing an opinion on hether the olding o pan has in place an ade ate internal financial controls s ste o er financial reporting and the operating e ecti eness o s ch controls n a dit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates

ade the olding o pan s oard o irectors as ell as evaluating the overall presentation of the consolidated financial state ents e elie e that the a dit e idence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to Other Matters elo is s ficient and appropriate to pro ide a asis or o r

a dit opinion on the consolidated financial state ents

Opinion

In our opinion and to the best of our information and according to the e planations gi en to s the consolidated financial state ents gi e the in or ation re ired the ct in the

anner so re ired and gi e a tr e and air ie in con or it ith the acco nting principles generall accepted in ndia o

the consolidated state of affairs of the Group and its jointly controlled entities as at March 31, 2015, their consolidated profit and their consolidated cash o s or the ear ended on that date

Report on Other Legal and Regulatory Requirements

s re ired the o panies ditor s eport Order 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the ct ased on the co ents in the a ditor s report of the Holding company, its subsidiaries and jointly controlled entities incorporated in ndia to ho the Order applies e gi e in the nne re a state ent on the atters specified in paragraphs and o the Order to the e tent applica le

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s re ired section o the ct e report to the e tent applica le that

a e the other a ditors hose reports e ha e relied upon have sought and obtained all the in or ation and e planations hich to the est o o r no ledge and elie ere necessar or the purpose of our audit of the aforesaid consolidated financial state ents

n o r opinion proper oo s o acco nt as re ired la relating to preparation o the a oresaid

consolidation o the financial state ents ha e een ept so ar as it appears ro o r e a ination o

those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated tate ent o rofit and oss and consolidated ash lo tate ent dealt ith this eport are

in agree ent ith the oo s o acco nt aintained for the purpose of preparation of the consolidated financial state ents

d n o r opinion the a oresaid consolidated financial state ents co pl ith the cco nting tandards specified nder section o the ct read ith

le o the o panies cco nts les

e On the asis o the ritten representations recei ed from the directors of the Holding Company as on March 31, 2015 taken on record by the Board of

irectors o the olding o pan and the reports o the a ditors ho are appointed nder ection 139 of the Act, of its subsidiary companies and jointly controlled companies incorporated in India, none o the directors o the ro p s co panies and its jointly controlled companies incorporated in ndia is dis alified as on arch ro being appointed as a director in terms of Section

o the ct

(f) With respect to the other matters to be included in the ditor s eport in accordance ith le o the o panies dit and ditors les in our opinion and to the best of our information and according to the e planations gi en to s

i he consolidated financial state ents disclose the impact of pending litigations on its consolidated financial position o the

ro p and its ointl controlled entities e er ote and ote a to the

consolidated financial state ents

ii ro ision has een ade in the consolidated financial state ents as re ired nder the applica le la or acco nting standards or

material foreseeable losses, if any, on long-term contracts including derivative contracts e er ote to the consolidated

financial state ents in respect o s ch ite s as it relates to the Group and jointly controlled entities;

iii here has een no dela in trans erring a o nts re ired to e trans erred to the n estor d cation and rotection nd the Holding Company, its subsidiaries and jointly controlled co panies incorporated in ndia

Other Matter

he acco pan ing consolidated financial state ents incl de total assets o s acs as at arch and total re en es and net cash in o s o s lacs and

s lacs or the ear ended on that date in respect o o r s sidiaries and its fi e ointl controlled entities

hich ha e een a dited other a ditors hose financial state ents other financial in or ation and a ditor s reports ha e een rnished to s the anage ent O r opinion on the consolidated financial state ents in so ar as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entities, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and jointly controlled entities, is based solely on the report(s) of such other a ditors

O r opinion on the consolidated financial state ents and o r eport on other legal and reg lator re ire ents a o e is

not odified in respect o the a o e atters ith respect to o r reliance on the or done and the reports o the other a ditors and the financial state ents and other financial in or ation certified the anage ent


ir egistration er


e ership er

lace aiate a


e he ro p co prising i ited olding o pan

and its s sidiaries incorporated in ndia and to ho the

provisions of the Order apply (together referred to as “the

Covered entities” in this report)

(i) (a) The Holding Company and the Covered entities of

the ro p ha e aintained proper records sho ing

ll partic lars incl ding antitati e details and

sit ation o fi ed assets

ll fi ed assets ha e not een ph sicall erified

the management of the Holding company during the

ear t there is a reg lar progra e o erification

hich in o r opinion is reasona le ha ing regard

to the size of the Holding Company and the nature

o its assets o aterial discrepancies ere

noticed on s ch erification i ed assets ha e

een ph sicall erified the o ered entities

of the Group during the year and no material

discrepancies ere identified on s ch erification

as reported the other a ditors ho a dited the

financial state ents o the a oresaid s sidiaries

ii a he anage ent o the olding o pan and ado

res i ited ha e cond cted ph sical erification

o in entor at reasona le inter als d ring the ear

n entories l ing ith o tside parties ha e een

confir ed the as at ear end onsidering the

scale of operations of CEAT Specialty Tyres Limited,

as reported the other a ditor ho a dited

the financial state ents cond cting ph sical

erification o in entor does not arise ccordingl

the re ire ents nder paragraph ii and c o

the Order are not applica le to the said s sidiar

he proced res o ph sical erification o in entor

ollo ed the anage ent are reasona le and

ade ate in relation to the si e o the olding

Company and the Covered entities of the Group and

the nat re o their siness

(c) The Holding Company and the Covered entities

of the Group are maintaining proper records

o in entor iscrepancies noted on ph sical

erification o in entories ere not aterial and

ha e een properl dealt ith in the oo s o

account of the respective Covered entities of the

ro p

iii a he olding o pan has granted loan to t o o

its subsidiaries covered in the register maintained

nder section o the o panies ct

In respect of loans granted, repayment of the

principal amount is as stipulated and payment of

interest has een reg lar s reported the other

a ditors ho a dited the financial state ents o

Covered entities of the Group, the Covered entities

of the Group have not granted any loans, secured

or nsec red to co panies fir s or other parties

covered in the register maintained under section

o the o panies ct ccordingl

the re ire ents nder paragraph iii o the

Order are not applicable in respect of the Covered

entities

(b) There is no overdue amount more than rupees one

lakh of loans granted by the Holding Company

to co panies fir s or other parties listed in the

register aintained nder section o the

o panies ct

(iv) In our opinion and according to the information and

e planations gi en to s and as reported the other

a ditors ho a dited the financial state ents o o ered

entities o the ro p there is an ade ate internal control

s ste co ens rate ith the si e o the olding

Company and the Covered entities of the Group and the

nature of its businesses, for the purchase of inventory

and fi ed assets and or the sale o goods and ser ices to

the e tent applica le to the nat re o the siness o the

o ered entities o the ro p ring the co rse o o r

a dit and as reported the other a ditors ho a dited

the financial state ents o o ered entities o the ro p

no a or ea ness as o ser ed or contin ing ail re

to correct an a or ea ness in the internal control

system of the Holding Company and the Covered entities

o the ro p in respect o these areas

(v) In respect of deposits accepted by the Holding Company,

in our opinion and according to the information and

e planations gi en to s directi es iss ed the eser e

an o ndia and the pro isions o section to

or any other relevant provisions of the Companies Act,

and the r les ra ed there nder to the e tent

applica le ha e een co plied ith e are in or ed

by the management that no order has been passed

the o pan a oard ational o pan a

ri nal or eser e an o ndia or an o rt or an

other ri nal he o ered entities o the ro p ha e

not accepted any deposits from the public as reported by

the other a ditors ho a dited the financial state ents

o the o ered entities

i e ha e roadl re ie ed the oo s o acco nt

maintained by the Holding Company pursuant to the rules

made by the Central Government for the maintenance of


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The Covered entities of the Group are regular in

depositing ith appropriate a thorities ndisp ted

stat tor d es incl ding pro ident nd e plo ees

state ins rance inco e ta sales ta ealth

ta ser ice ta c sto s d t e cise d t al e

added ta cess and other aterial stat tor d es

as applicable to them, as reported by the other

a ditors ho a dited the financial state ents o

o ered entities o the ro p

ccording to the in or ation and e planations

given to us, no undisputed amounts payable

in respect o pro ident nd e plo ees state

ins rance inco e ta ealth ta ser ice ta

sales ta c sto s d t e cise d t al e added

ta cess and other aterial stat tor d es ere

outstanding, at the year end, for a period of more

than si onths ro the date the eca e pa a le

or the o ered entities o the ro p

cost records nder section o the o panies ct

2013, related to the manufacture of rubber tyres and

tubes for all types of vehicles, and are of the opinion

that pri a acie the specified acco nts and records

ha e een ade and aintained e ha e not ho e er

ade a detailed e a ination o the sa e

o the est o o r no ledge and as reported the other

a ditors ho a dited the financial state ents o o ered

entities of the Group, the Central Government has not

specified the aintenance o cost records nder cla se

o the o panies ct or the prod cts o

the o ered entities o the ro p

(vii) (a) Undisputed statutory dues including provident fund,

e plo ees state ins rance inco e ta sales ta

ealth ta ser ice ta c sto s d t e cise d t

al e added ta cess and other aterial stat tor

d es ha e generall een reg larl deposited ith

the appropriate a thorities the olding o pan

ccording to the records o the olding o pan the d es o tstanding o inco e ta sales ta ealth ta ser ice

ta c sto s d t e cise d t al e added ta and cess on acco nt o an disp te are as ollo s

` in Lacs

Name of the Statute (Nature of dues)

Period to hich the

amounts relates

Commissionerate Appellate authorities and Tribunal

High Court

Supreme Court

eposit Net Amount

entral cise ctsto s ct a

Interest/ Penalty) to -

er ice ta nder inance ct a nterest enalt to - - - -

nco e a ct a nterest

Penalty) to - -

ales a aInterest/ Penalty) 1993 to 2013 - -

ealth a a 2002-03 - - - -

s reported the other a ditors ho a dited

the financial state ents o o ered entities o the

ro p there are no d es o inco e ta sales ta

ealth ta ser ice ta c sto s d t e cise d t

al e added ta and cess hich ha e not een

deposited on acco nt o an disp te

c ccording to the in or ation and e planations

given to us and as reported by the other auditors

ho a dited the financial state ents o o ered

entities o the ro p the a o nt re ired to e

transferred to investor education and protection

nd in accordance ith the rele ant pro isions o

the Companies Act, 1956 (1 of 1956) and rules

made thereunder has been transferred to such fund

ithin ti e to the e tent applica le to the o ered

entities

(viii) The Holding Company has no accumulated losses at

the end o the financial ear and has not inc rred cash

losses in the c rrent and i ediatel preceding financial

ear s reported the other a ditors ho a dited the

financial state ents o o ered entities o the ro p the

acc lated losses o ado res i ited at the end o

the financial ear are ore than fi t percent o its net

orth and that it has not inc rred cash losses d ring

the ear and in the i ediatel preceding financial ear

CEAT Specialty Tyres Limited has been registered for

a period o less than fi e ears and hence e are not

re ired to co ent on hether or not the acc lated

losses at the end o the financial ear is fi t per cent or

ore o its net orth and hether it has inc rred cash

losses in the c rrent financial ear and in the i ediatel

preceding financial ear

i ased on o r a dit proced res and as per the in or ation

and e planations gi en the anage ent and as

reported the other a ditors ho a dited the financial

state ents o o ered entities o the ro p e are o

the opinion that the Covered entities of the Group have

not de a lted in their repa ent o d es to a financial

instit tion an or de ent re holders

ccording to the in or ation and e planations gi en to

us, the Holding Company has given guarantee for loans

ta en others ro an s and financial instit tions

the ter s and conditions hereo in o r opinion are

not prima-facie prejudicial to the interest of the Holding

o pan ased on the report o other a ditors ho

a dited the financial state ents o o ered entities

of the Group, these covered entities have not given

any guarantee for loans taken by others from banks or

financial instit tions

i ased on the in or ation and e planations gi en to s

the anage ent and the report o other a ditors ho

a dited the financial state ents o o ered entities o

the ro p ter loans ere applied or the p rpose or

hich the loans ere o tained the olding o pan

and the co ered entities o the ro p

ii ased pon the a dit proced res per or ed or

the p rpose o reporting the tr e and air ie

o the consolidated financial state ents and as

per the in or ation and e planations gi en the

anage ent and reports o the other a ditors ho

a dited the financial state ents o o ered entities

o the gro p hich e ha e relied pon e report

that no fraud on or by the Holding Company and the

Covered entities of the Group have been noticed or

reported d ring the ear

or S R B C & CO LLP


ir registration n er

per Vinayak Pujare

Partner

e ership o

lace ai

ate a


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Consolidated Balance Sheet as at March 31, 2015


(` in Lacs)Particulars ote o As at

31.03.2015 As at

I EQUITY AND LIABILITIES (1) Shareholder’s funds

a) Share capital 3

eser es and s rpl s 4 c one recei ed against share arrants 5 - -

1,68,225.53 1,02,861.06

(2) Minority interest

(3) Non-current liabilities a ong ter orro ings 6 e erred ta lia ilities et c) Other long-term liabilities d) Long-term provisions 9

51,319.00 56,416.98 (4) Current liabilities

a hort ter orro ings 10 b) Trade payables 11 c) Other current liabilities 12 d) Short-term provisions 13

1,59,431.38 1,91,098.35 Total 3,82,243.31 3,54,005.79II ASSETS

(1) Non-current assets a i ed assets 14

(i) Tangible assets (ii) Intangible assets iii apital or in progress

1,78,829.57 1,62,467.53 ood ill on consolidation c) Non-current investments 15 d) Long-term loans and advances 16 e) Other non-current assets

1,89,968.16 1,74,446.48(2) Current assets a) Current investments - b) Inventories 19 c) Trade receivables 20 d) Cash and bank balances 21 e) Short-term loans and advances 22 f) Other current assets 23

1,92,275.15 1,79,559.31 Total 3,82,243.31 r f sig ific t cc ti g icies 2

As per our report of even date or and on ehal o oard o irectors o i ited


ir egistration o


H.V.GoenkaChairman

Anant Goenkaanaging irector


e ership er



lace ai lace ai

ate a ate a


s id ted t te e t f r fit d ss for the year ended March 31, 2015

(` in Lacs)

Particulars ote o 2014 - 15 2013 - 14

INCOME

1 e en e ro operations ross 24

ess cise d t

e en e ro operations et 5,80,238.33 5,55,397.86

2 Other income 25

3 Total revenue (1 + 2) 5,82,473.31 5,56,797.35

4 EXPENSES

a) Cost of materials consumed 26

b) Purchases of stock-in-trade

c) hanges in in entories o finished goods or in progress and stock-in-trade

d) plo ee enefits e pense

e) inance costs 29

f) epreciation and a orti ation e pense 14

g) Other e penses 30

Total expenses 5,34,703.28 5,15,469.95

5 r fit ef re e ce ti ite s d t 47,770.03 41,327.40

6 ceptional ite s 39

7 r fit ef re t 47,156.83 40,323.47

8 Tax expense :

1) rrent ta

2) cess pro ision o earlier ears -

3) e erred ta

9 r fit fter t 31,392.20 27,078.98

rofit attri ta le to inorit interest

rofit attri ta le to share holders o the parent co pan

r fit f r t e e r 31,392.20 27,078.98

10 Earnings per equity share 42

[Nominal value of share ` 10 (Previous year ` 10)]

(1) Basic ` 84.62 76.59

(2) il ted ` 84.62 76.14

r f sig ific t cc ti g icies 2

s id ted ce eet s id ted t te e t f r fit d ss



ir egistration o


H.V.GoenkaChairman



e ership er



lace ai lace ai

ate a ate a

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Consolidated Cash Flow Statement for the year ended March 31, 2015

(` in Lacs)Particulars 2014-15 2013-14A CASH FLOWS FROM OPERATING ACTIVITIES :

et r fit ef re d i rit terest Adjustments for:

epreciation Interest income inance cost i idend inco e

Provision for doubtful debts / advances d ances ad de ts ritten o redit alances ritten ac

Provision for obsolete inventory rofit oss on sale o fi ed assets et rofit oss on ale o n est ent -

oreign rrenc ranslation eser e on onsolidation nrealised oreign e change gain loss net

21,797.91 25,627.46O er ti g r fit ef re r i g c it c ges 68,954.76 65,950.93Adjustments for:

ecrease ncrease in entor ecrease ncrease trade recei a les ecrease ncrease short ter loans and ad ances ecrease ncrease other c rrent assets ecrease ncrease trade pa a les ecrease ncrease other c rrent lia ilities ecrease ncrease short ter pro isions ecrease ncrease in long ter pro isions ecrease ncrease in long ter loans and ad ances

Cash generated from operations 86,096.53 28,589.09irect ta es paid

et s fr er ti g cti ities 74,868.44 19,682.58

B CASH FLOWS FROM INVESTING ACTIVITIES: rchase o fi ed assets incl ding capital or in

progress and capital advance) roceeds ro sale o fi ed assets

Proceeds from sale of current investments (Net) -Purchase of non current investment -

ithdra al o an deposit (having original maturity of more than three months) Investment in bank deposits (having original maturity of more than three months)

ithdra al o argin one deposits ith an s n est ent in argin one deposit ith an s Interest received

i idend recei ed on in est ents Proceeds from sale of investments -Net Cash (used) in investing activities (B) (25,328.81) (14,171.48)

C CASH FLOWS FROM FINANCING ACTIVITIES roceeds ro iss ance o e it capital

(including share premium) alified nstit tional lace ent e penses paid

net o ta -

Interest paid hange in other short ter orro ings et roceeds ro or ing capital de and loan -epa ent o or ing capital de and loan -


Proceeds of short-term buyers credit epa ent ro short ter ers credit roceeds ro long ter orro ings epa ent o long ter orro ings

Proceeds from public deposits -epa ent o p lic deposits i idend paid i idend distri tion ta paid ede ption o pre erence shares -et s sed i fi ci g cti ities (19,402.47) (3,951.55)

Net increase in cash and cash equivalents (A+B+C) 30,137.16 1,559.55

Cash and cash equivalents at the beginning of the year 11,364.99 9,835.34

ash ad st ent or s sidiar e er oot note -Adjusted Cash and cash equivalents at beginning of the year 11,364.99 9,805.44Adjusted Cash and cash equivalents at the end of the year 41,502.15 11,364.99

Components of Cash and cash equivalents Cash in hand Balances with banks On current accounts On npaid i idend cco nts On nclai ed fi ed deposit and interest there on

ash and cash e i alents e er ote Current investments -

d sted s d c s e i e ts i t e c s statement 41,502.15 11,364.99

he o pan can tilise these alances onl to ards settle ent o npaid di idend acco nt npaid interest and fi ed deposit acco nt

ote re io s ears fig res ha e een regro ped here er necessar ll fig res in rac ets are o t o s ado res i ited has eco e a s sidiar o the co pan e th September, 2013 and accounting has done as

per pro ision o cco nting tandard onsolidated inancial tate ents



ir egistration o


H.V.GoenkaChairman



e ership er



lace ai lace ai

ate a ate a

Consolidated Cash Flow Statement 153

154

Notes to the Consolidated Financial Statements for the year ended March 31, 2015

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1. Corporate Information

CEAT Limited is a public company domiciled in India and incorporated under the provisions of the Companies ct he o pan s principal siness is an act ring o a to oti e t res t es and aps he o pan started operations in as res

o ndia i ited and as rena ed as i ited in he o pan caters to oth do estic and international ar ets

sis f s id ti d ig ific t cc ti g Policies

A) i) Basis of preparation

he onsolidated financial state ents ha e been prepared and presented under the historical cost convention on the accrual asis o acco nting nless stated other ise

and co pl ith the andator cco nting tandards notified nder section o

the o panies ct read together ith paragraph o the o panies cco nts

les and other acco nting principles generall accepted in ndia

The accounting policies adopted in the preparation o financial state ents are consistent ith those o the pre io s ear

onsolidated financial state ents are prepared using uniform accounting policy for all like transaction and event under similar circ stances he consolidated financial statements relate to CEAT Limited (the Company) and its subsidiary companies re erred to as the ro p

ii) Use of estimates

he preparation o financial state ents in con or it ith ndian re ires the management to make judgments, estimates and assumptions that affect the reported amounts o re en es e penses assets and liabilities and the disclosures of contingent lia ilities at the end o the reporting period Although these estimates are based on the

anage ent s est no ledge o c rrent events and actions, uncertainty about these assumption and estimates could result in the o tco es re iring a aterial ad st ent to the carrying amounts of assets or liabilities in

t re periods

iii) Principles of consolidation

he consolidated financial state ents ha e een prepared on the ollo ing asis

he financial state ents o the s sidiar companies used in the consolidation are dra n p to the sa e reporting date as o the o pan i e ear ended arch

he financial state ents o the o pan and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and e penses he intra gro p alances and intragro p transactions and nrealised profits ha e een ll eli inated

he financial state ents o the oint ent re companies have been combined by using proportionate consolidation method in accordance ith cco nting tandard

inancial reporting o interests in oint ent res and accordingl ent re s share

of each of the assets, liabilities, income and e penses o ointl controlled entity is reported as separate line items in the Consolidated inancial tate ents

he e cess o cost to the o pan o its investments in the subsidiary companies over its share o e it o the s sidiar co panies at the dates on hich the in est ents in the subsidiary are made, is recognised as

ood ill eing an asset in the consolidated financial state ents ood ill arising o t o consolidation is not amortised o e er the same is tested for impairment at each Balance heet date lternati el here the share o

e it in the s sidiar co panies as on the date o in est ent is in e cess o cost o investment of the Company, it is recognised as

apital eser e and sho n nder the head eser es and rpl s in the consolidated

inancial tate ents

inorit nterest in the net assets o sidiaries consists o

i he a o nt o e it attri ta le to the inorities at the date on hich investment in Subsidiary is made, and

ii) he inorities share o o e ents in e it since the date the parent s sidiar relationship ca e into e istence

oreign sidiar e en e ite s ha e been consolidated at the average rate of oreign e change pre ailing d ring the ear here s ch rates appro i ate the e change

rate at the date of transaction The assets, lia ilities good ill or capital reser e o the non-integral foreign operation are translated at the closing rate change di erences arising on monetary and non-monetary items that in s stance or s part o the o pan s net investments in non-integral foreign operation are acc lated in the oreign rrenc ranslation eser e and sho n nder

the head eser e and rpl s

Notes 155


gi e fi ed ssets d t gi e ssets i) Tangible Assets a i ed assets are stated at cost o

ac isition or constr ction or re al ed a o nt hiche er is applica le net o accumulated depreciation / amortization and i pair ent losses i an

he cost co prises cost o ac isition orro ing cost and an attri ta le cost

of bringing the asset to the condition or its intended se ost also incl des direct e penses inc rred pto the date o capitalisation co issioning

c achiner spares proc red along ith the plant and achiner or s se entl and hose se is e pected to e irreg lar are capitalised separately, if cost of such spares is no n and depreciated ll over the residual useful life of the related plant and achiner the cost o s ch spares is not no n partic larl hen proc red along ith the other plant these are capitalised and depreciated along ith the other plant he ritten do n al e o the spares is charged as re en e e pendit re in the ear in hich s ch spares are cons ed

Similarly, the value of such spares, procured and consumed in a particular ear is charged as re en e e pendit re

in that ear itsel

d se ent e pendit re related to an ite o fi ed asset is added to its oo value only if it increases the future enefits ro the e isting asset e ond

its previously assessed standards of per or ance

e ll other e penses on e isting fi ed assets, including day-to-day repair and

aintenance e pendit re and cost o replacing parts, are charged to the tate ent o rofit and oss or the

period d ring hich s ch e penses are inc rred

eplace ent o an part o plant and achiner hich are o capital nat re

are capitalised along ith the ain plant and machinery and cost of the replaced part is ritten o n case the cost o replaced part is not identifia le the e al al e o replace ent is ded cted ro the e isting gross loc o that asset

g) Gains and losses arising from disposal of fi ed assets hich are carried at cost are recognised in the tate ent o rofit and oss

h) Tangible assets not ready for the intended use on the date of Balance Sheet are disclosed as apital or in progress

B) e f i g s sidi ries ss ci te d t eir i t e t res e ee c sidered i t e c s id ted fi ci statements.

i) Direct Subsidiaries% of holding

Name of the subsidiaryCountry of incorporation

2014-15 2013-14

ssociated oldings o t i ited Sri Lanka 100% 100% i ited Bangladesh

O res i ited IndiaCEAT Specialty Tyres Limited India 100% -

ring the pre io s ear angladesh i ited has iss ed it hares to o pan i ited artner p rs ant to the oint ent re gree ent and the alance shares are held the o pan and angladesh i ited has een rena ed to i ited

ii) Joint Ventures% of holding either directly or

through subsidiaries

Name of the joint venturesCountry of incorporation

2014-15 2013-14

elani oldings o pan t i ited oint ent re o Sri Lanka 50% 50%

ssociated t i ited sidiar of CKHL) Sri Lanka 50% 50%

elani nternational res t Limited,(CKITL) (Subsidiary of CKHL) Sri Lanka 50% 50%

elani adials i ited sidiar o CHKL) Sri Lanka 50% 50%Asian Tyres (Pvt) Ltd (ATPL) (Subsidiary of CKITL) Sri Lanka 50% 50%

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i n case o re al ation o fi ed assets any revaluation surplus is credited to the re al ation reser e e cept to the e tent that it reverses a revaluation decrease of the same asset previously recognized in the tate ent o rofit and oss in

hich case the increase is recogni ed in the tate ent o rofit and oss re al ation deficit is recogni ed in the tate ent o rofit and oss e cept

to the e tent that it o sets an e isting surplus on the same asset recognized in the asset re al ation reser e

ii) Intangible assets Intangible Assets are stated at cost of

ac isition or constr ction less acc lated a orti ation and i pair ent i an

D) Borrowing cost orro ing cost incl des interest ees and other

ancillar costs inc rred in connection ith the arrange ent o orro ings orro ing costs directl attri ta le to the ac isition o or constr ction o ali ing assets are capitali ed as part o the cost o s ch assets ali ing asset is one that necessarily takes substantial period of time to get read or intended se ll other orro ing costs are recogni ed in the tate ent o rofit oss

E) Depreciationi) Tangible assets

Leasehold land – amortised over the period of the lease ranging ro ears ears

epreciation on fi ed assets is calc lated on the straight line basis using the rates arrived at based on the useful lives estimated by the

anage ent he o pan has sed the ollo ing rates to pro ide depreciation on its fi ed assets

Asset Class Useful life re io s ear s useful Life

Buildings 50 - 60 years 30 - 60 yearslant

Machinery 15 - 20 years 10 - 20 yearsMoulds 6 years 6 yearsComputers 3 years 6 years

rnit re i t res 10 years 15 years

O fice ip ent 5 years 20 years

Motor ehicles ears ears

Carpeted oads 10 years 10 years

Computer Servers 6 years 6 yearsElectrical Installations 20 years 10 - 20 yearsHand Carts, Trollies 15 years 10 - 20 years

The management has estimated, supported by independent assessment by professional, the se l li es o the ollo ing class o assets

actor ildings ears igher than those indicated in Schedule II of the Companies Act, 2013)

lant achiner ears igher than those indicated in Schedule II of the Companies Act, 2013)

o lds ears o er than those indicated in Schedule II of the Companies Act,2013)

lectrical nstallations ears igher than those indicated in Schedule II of the Companies Act,2013)

ir conditioner ha ing capacit o 2 tons – 15 years (Higher than those indicated in Schedule II of the Companies Act,2013)

er icea le aterials li e trollies iron storage racks skids – 15 years (Higher than those indicated in Schedule II of the Companies Act,2013)

atteries sed in or li ts tr c s ears o er than those indicated in ched le

II of the Companies Act,2013)

The management believes that the depreciation rates airl re ect its esti ation of the useful lives and residual values of the fi ed assets

epreciation is not recorded on capital orin-progress until construction and installation are co plete

ii) Intangible assets Intangible assets are amortized on a straight

line basis over the estimated useful economic li e

o t are e pendit re ha e een amortised over a period of three years to fi e ears

echnical no ho and rands are a ortised o er a period o t ent ears

he gro p has ac ired technical no ho and assistance for setting up for Halol radial plant onsidering the li e o the nderl ing plant acilit this technical no ho is amortised on a straight line basis over a period o t ent ears

he gro p has ac ired glo al rights o rand ro the talian t re a er irelli rior to the said ac isition the gro p as

the o ner o the rand in onl a e sian co ntries incl ding ndia ith the ac isition o the rand hich is reno ned orld ide ne and hitherto ne plored ar ets ill e accessi le to the ro p he gro p ill e in a position to ll e ploit the e port ar et resulting in increased volume and better price reali ation here ore the anage ent elie es that the rand ill ield significant enefits or a period o at least t ent ears

Notes 157


F) Impairment of tangible and intangible assets: The group assesses at each Balance Sheet date

hether there is an indication that an asset a e i paired an s ch indication e ists the

group estimates the recoverable amount of the asset s ch reco era le a o nt o the asset or the recoverable amount of the cash generating unit to hich the asset elongs is less than its carr ing amount, the carrying amount is reduced to its reco era le a o nt he red ction is treated as an impairment loss and is recognised in the Statement o rofit and oss ter i pair ent depreciation is provided on the revised carrying amount of the asset o er its re aining se l li e

The group bases its impairment calculations of detailed dgets and orecast calc lations hich are prepared separatel or each o the o pan s cash generating nits to hich the indi id al assets are allocated hese dgets and orecast calculations are generally covering a period of 5 ears or longer period a long ter gro th rate is

calc lated and applied to pro ect t re cash o s after the 5th ear

Impairment losses for continuing operations, including impairment on inventories, are recognised on the tate ent o rofit and oss e cept or the pre io sl re al ed tangi le fi ed asset here the re al ation as ta en to re al ation reser e In this case, the impairment is also recognised in revaluation reserve up to the amount of any previous revaluation

An assessment is made at each reporting date as to hether there is an indication that pre io sl recogni ed i pair ent losses a no longer e ist or a ha e decreased s ch indication e ists the gro p esti ates the asset s or cash generating nit s reco era le a o nt pre io sl recogni ed

impairment loss is reversed only if there has been a change in the assumptions used to determine the asset s reco era le a o nt since the last i pair ent loss as recogni ed he re ersal is limited so that the carrying amount of the asset does not e ceed its reco era le a o nt nor e ceed the carr ing a o nt that o ld ha e een deter ined net of depreciation, had no impairment loss been recogni ed or the asset in prior ears ch re ersal is recogni ed in the tate ent o rofit and oss unless the asset is carried at a revalued amount, in

hich case the re ersal is treated as a re al ation increase

G) Investments i) Recognition and measurement

n est ents hich are readil reali a le and intended to be held for not more than a year, ro the date o ac isition are classified as long ter in est ents and are carried at cost

On initial recognition, all investments are eas red at cost he cost co prises

purchase price and directly attributable ac isition charges s ch as ro erages ees and d ties an in est ent is ac ired or partl ac ired the iss e o share or other

sec rities the ac isition cost is the air al e o the sec rities iss ed an in est ent is ac ired in e change or an another asset the ac isition is deter ined re erence to the fair value of the asset given up or by reference to the air al e o the in est ent ac ired

hiche er is ore clearl e ident

o e er pro ision or di in tion in al e of investments is made to recognise a decline, other than temporary, in the value o in est ents n est ents other than long term investments being current investments are al ed at cost or air al e hiche er is lo er deter ined on an indi id al asis

On disposal of an investment, the difference et een its carr ing a o nt and net disposal

proceeds, is charged to or credited to the tate ent o rofit oss

ii) Presentation and disclosure n est ents hich are readil realisa le and

intended to be held for not more than one ear ro alance sheet date are classified as

c rrent in est ents ll other in est ents are classified as non c rrent in est ents

H) Inventories i a aterials co ponents stores and spares

are al ed at lo er o cost and net reali a le al e o e er aterials and other ite s

held for use in the production of inventories are not ritten do n elo cost i the finished prod cts in hich the ill e incorporated are e pected to e sold at or a o e cost ost is deter ined on a eighted a erage asis

ost o ra aterial is net o d t enefits nder t ntitle ent e ption ertificate

sche e

ii or in progress and finished goods are al ed at lo er o cost and net reali a le al e ost includes direct materials and labour and a proportion of manufacturing overheads based on nor al operating capacit ost o finished goods incl des e cise d t ost is deter ined on a eighted a erage asis

iii raded goods are al ed at lo er o cost and net reali a le al e ost incl des cost o purchase and other costs incurred in bringing the inventories to their present location and condition ost is deter ined on a eighted a erage asis

iv) Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessar to a e the sale

I) Revenue Recognition e en e is recogni ed to the e tent that it is

pro a le that the econo ic enefits ill o to the gro p and re en e can e relia l eas red he ollo ing specific recognition criteria st also e et e ore re en e is recogni ed

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i) Sale of goods e en e ro sale o goods is recognised

hen the significant ris s and re ards o o nership are passed on to the c sto er ales ta es and al e dded a es are

e cl ded ro re en e cise d t ded cted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the ear

ii) Interest Interest income is recognized on a time

proportion basis taking into account the amount outstanding and the applicable interest rate nterest inco e is incl ded nder the head “other income” in the Statement of rofit and oss

iii) Dividends i idend inco e is recogni ed hen the

o pan s shareholders right to recei e di idend is esta lished the reporting date

iv) Royalty and technology development fees o alt and echnolog de elop ent ees

income are accounted for as per the terms of contracts

J) Government grants and export incentives o ern ent grants are recognised hen there is

reasona le ass rance that the gro p ill co pl ith the conditions attached to the and the

grants ill e recei ed o ern ent grants related to revenue are recognized on a systematic basis in the tate ent o rofit and oss as a part o other operating re en es

port ncenti es s ch as oc s ar et sche e oc s prod cts sche e and special oc s

market scheme are recognized in the Statement o rofit and oss as a part o other operating re en es

K) Foreign currency transactions

i) Initial recognition oreign c rrenc transactions are recorded

in the reporting currency, by applying to the oreign c rrenc a o nt the e change rate et een the reporting c rrenc and the oreign c rrenc at the date o the transaction

ii) Conversion oreign c rrenc onetar ite s are

translated sing the e change rate pre ailing at the reporting date on onetar ite s

hich are eas red in ter s o historical cost denominated in a foreign currency, are reported sing the e change rate at the date o the transaction on onetar ite s hich are measured at fair value or other similar valuation denominated in a foreign currency, are translated sing the e change rate at the date hen s ch al e as deter ined

iii) Exchange differences ll e change gains and losses arising o t o

transaction/restatement, are accounted for in the tate ent o rofit and oss

iv) Forward exchange contracts entered into to hedge foreign currency exposure as at Balance Sheet date

or ard pre i in respect o or ard e change contracts is a ortised and recognised o er the li e o the contract

change di erences in s ch contract are recognized in the Statement of rofit and oss in the period in hich the

e change rates change

L) Leases inance leases hich e ecti el trans er to the

o pan s stantiall all the ris s and enefits incidental to o nership o the leased ite are capitalized at the inception of the lease term at the lo er o the air al e o the leased propert and present al e o ini lease pa ents ease pa ents are apportioned et een the

finance charges and red ction o the lease lia ilit so as to achieve a constant rate of interest on the re aining alance o the lia ilit inance charges are recogni ed as finance costs in the tate ent o rofit and oss ease anage ent ees legal charges and other initial direct costs of lease are capitali ed

A leased asset is depreciated on a straight-line basis o er the se l li e o the asset o e er i there is no reasona le certaint that the o pan ill o tain the o nership the end o the lease ter the capitalized asset is depreciated on a straight-line basis over the shorter of the estimated useful li e o the asset the lease ter hiche er is earlier

eases here the lessor e ecti el retains s stantiall all the ris s and enefits o o nership o the leased ite are classified as operating leases Operating lease payments are recognized as an e pense in the tate ent o rofit and oss on a straight line asis o er the lease ter

M) Research and development esearch costs are e pensed as inc rred

e elop ent e pendit re inc rred on indi id al pro ect is recognised as an intangi le asset hen the o pan can de onstrate all the ollo ing

he technical easi ilit o co pleting the intangi le assets so that it ill e a aila le or se or sale

ts intention to co plete the asset

ts a ilit to se or sell the asset

o the asset ill generate the t re econo ic enefits

he a aila ilit o ade ate reso rces to complete the development and to use or sell the asset

he a ilit to eas re relia l the e pendit re attributable to the intangible asset during de elop ent

ee e efits i efi ed tri ti

etire ent enefits in the or o pro ident fund, Superannuation, Employees State Insurance Contribution and Labour Welfare

nd are defined contri tion sche es he

Notes 159


Company has no obligation, other than the contri tion pa a le to these nds sche es The Company recognizes contribution payable to these nds sche es as e pendit re hen an e plo ee renders the related ser ice the contribution payable to these funds/schemes for service received before the balance sheet date e ceeds the contri tion alread paid the deficit pa a le to the nds sche es are recognized as a liability after deducting the contri tion alread paid the contri tion alread paid e ceeds the contri tion d e or services received before the balance sheet date then e cess is recogni ed as an asset to the e tent that the pre pa ent ill lead to or e a ple a red ction in t re pa ent or a cash re nd

ii efi ed e efit he ro p pro ides or retire ent enefits in

the or o grat it he o pan s lia ilit to ards these enefits is deter ined on the basis of actuarial valuation using Projected Unit Credit Method at the date of balance sheet ct arial gains losses are recognised in the tate ent o rofit and oss in the period in hich the occ r

iii) Compensated absences cc lated lea e hich is e pected to e

tili ed ithin the ne t onths is treated as short ter e plo ee enefit and sho n under Short-term provisions in the Balance heet he o pan eas res the e pected

cost of such absences as the additional a o nt that it e pects to pa as a res lt o the unused entitlement that has accumulated at the reporting date

The Group treats accumulated leave e pected to e carried or ard e ond t el e

onths as long ter e plo ee enefit or eas re ent p rposes ch long ter

compensated absences are provided for based on the actuarial valuation using the projected nit credit ethod at the ear end ct arial

gains/losses are immediately taken to the tate ent o rofit and oss and are not

de erred he gro p presents the lea e as a current liability in the balance sheet, to the e tent it does not ha e an nconditional right to defer its settlement for 12 months after the reporting date here the o pan has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current lia ilit

i er i ti e efits he gro p recogni es ter ination enefit as a

lia ilit and an e pense hen the o pan has a present obligation as a result of past event, it is pro a le that an o t o o reso rces e od ing econo ic enefits ill e re ired to settle the obligation and a reliable estimate can e ade o the a o nt o the o ligation the ter ination enefit all d e ore than

12 months after the balance sheet date, they are measured at present value of the future cash o s sing the disco nt rate deter ined

by reference to market yields at the balance sheet date on the go ern ent onds

O) Taxes on income i) Current tax: rrent a is deter ined as the

a o nt o ta pa a le on ta a le inco e or the ear as per the pro isions o nco e a ct

Minimum alternate tax (MAT) paid in a year is charged to the tate ent o rofit and oss as c rrent ta he o pan recogni es credit a aila le as an asset onl to the e tent that there is convincing evidence that the

o pan ill pa nor al inco e ta d ring the specified period i e the period or hich

credit is allo ed to e carried or ard n the ear in hich the o pan recogni es

credit as an asset in accordance ith the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative a nder the nco e ta ct the

said asset is created a o credit to the tate ent o rofit and oss and sho n as

redit ntitle ent he o pan re ie s the credit entitle ent asset at each reporting date and rites do n the asset to the e tent the o pan does not ha e con incing e idence that it ill pa nor al ta d ring the specified period

ii) Deferred tax: e erred ta is recognised on ti ing di erences et een the acco nting inco e and the ta a le inco e or the ear and antified sing the ta rates and la s enacted or substantively enacted on the reporting date

e erred ta assets are recognised and carried or ard to the e tent that there is a reasona le certaint that s ficient t re ta a le inco e

ill e a aila le against hich s ch de erred ta assets can e realised n sit ations here the Company has unabsorbed depreciation or carr or ard ta losses all de erred ta assets are recognized only if there is virtual certainty supported by convincing evidence that they can e reali ed against t re ta a le profits

P) Earnings per share Basic earnings per share are calculated by dividing

the net profit or loss or the period attri ta le to e it shareholders the eighted a erage n er o e it shares o tstanding d ring the period he eighted a erage n er o e it shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the n er o e it shares o tstanding itho t a corresponding change in reso rces

or the p rpose o calc lating dil ted earnings per share the net profit or loss or the period attri ta le to e it shareholders and the eighted a erage number of shares outstanding during the period are adjusted for the effects of all dilutive potential e it shares

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Q) Provisions and contingent liabilities pro ision is recogni ed hen the o pan has

a present obligation as a result of past event, it is pro a le that an o t o o reso rces e od ing econo ic enefits ill e re ired to settle the obligation and a reliable estimate can be made o the a o nt o the o ligation ro isions are not discounted to their present value and are deter ined ased on the est esti ate re ired to settle the o ligation at the reporting date hese esti ates are re ie ed at each reporting date and ad sted to re ect the c rrent est esti ates

A contingent liability is a possible obligation that arises ro past e ents hose e istence ill e confir ed the occ rrence or non occ rrence o one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an o t o o reso rces ill e re ired to settle the o ligation contingent lia ilit also arises in e tre el rare cases here there is a lia ilit that cannot be recognized because it cannot be

eas red relia l he gro p does not recogni e a contingent lia ilit t discloses its e istence in the financial state ents

R) Cash and cash equivalents Cash comprises cash in hand and demand deposit

ith an s ash and cash e i alents or the p rposes o cash o state ent co prise cash at an and in hand and short ter in est ents ith

an original at rit o three onths or less

S) Derivative Instruments and hedge accounting he gro p ses deri ati e financial instr ents

s ch as oreign c rrenc or ard contracts to hedge foreign currency risk arising from future transactions in respect o hich fir co it ents are ade or hich are highl pro a le orecast transactions t also ses interest rate s aps to hedge interest rate risk arising from variable rate loans and cross c rrenc interest rate s aps to hedge both foreign currency loan and interest ris arising ro oreign c rrenc e change

ct ation and aria le rate loan he o pan designates these or ard contracts and interest rate s aps in a hedging relationship appl ing the hedge acco nting principles o inancial nstr ents ecognition and eas re ent

or the p rpose o hedge acco nting hedges are classified as ash o hedges hen hedging the e pos re to aria ilit in cash o s that is either attri ta le to a partic lar ris associated ith a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an nrecogni ed fir co it ent

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to hich the o pan ishes to apply hedge accounting and the risk management o ecti e and strateg or nderta ing the hedge he doc entation incl des identification o the

hedging instrument, the hedged item or transaction, the nat re o the ris eing hedged and ho the

o pan ill assess the e ecti eness o changes in the hedging instr ent s air al e in o setting the e pos re to changes in the hedged ite s air

al e or cash o s attri ta le to the hedged ris Such hedges are e pected to e highl e ecti e in achieving offsetting changes in fair value or cash o s and are assessed on an ongoing asis to determine that they actually have been highly e ecti e thro gho t the financial reporting periods or hich the ere designated

Hedges that meet the strict criteria for hedge acco nting are acco nted or as descri ed elo

s edges The effective portion of the gain or loss on the

hedging instrument is recognized directly under shareholders nd in the hedging reser e hile any ineffective portion is recognized immediately in the tate ent o rofit and oss

he o pan ses oreign c rrenc or ard contracts as hedges o its e pos re to oreign c rrenc ris in orecasted transactions and fir co it ents he ine ecti e portion relating to foreign currency contracts is recognized i ediatel in the tate ent o rofit and oss

Amounts recognized in the hedging reserve are trans erred to the tate ent o rofit and oss

hen the hedged transaction a ects profit or loss s ch as hen the hedged inco e or e pense is recogni ed or hen a orecast sale occ rs

the orecast transaction or fir co it ent is no longer e pected to occ r the c lati e gain or loss previously recognized in the hedging reser e is trans erred to the tate ent o rofit and oss the hedging instr ent e pires or is sold

ter inated or e ercised itho t replace ent or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in the hedging reserve remains in the hedging reserve ntil the orecast transaction or fir co it ent

a ects profit or loss

Other Derivatives eri ati e financial instr ents hich are not

designated as cash o hedge ha e een eas red at fair value as per AS 30 and the loss/(gain) on the sa e is charged to the tate ent o rofit and oss

T) Provision for warranty he esti ated lia ilit or arrant is recorded

hen prod cts are sold hese esti ates are established using historical information on the nat re re enc and a erage cost o o ligations and management estimates regarding possible future incidence based on corrective actions on prod ct ail re he ti ing o o t o s ill ar as and hen the o ligation ill arise eing t picall pto three ears

U) Segment reporting he o pan s operations co prise o onl one

siness seg ent to oti e res es laps as its pri ar seg ent he anal sis o

Geographical segments is based on the areas in hich the o pan operates he acco nting

policies adopted for segment reporting are in con or it ith the acco nting policies of the

o pan

Notes 161


Note 3 - Share Capital(` in Lacs)

As at 31.03.2015

As at

Authorised : re io s ear it hares o ` 10 each 39,00,000 (Previous year 39,00,000) Preference Shares of ` 10 each re io s ear nclassified hares o ` 10 each

6,000.00 6,000.00Issued, Subscribed and paid-up : re io s ear it hares o ` 10 each fully

paid-up ncl des re io s ear hares o ered on right asis and ept in

abeyance) dd lloted d ring the ear shares e er note

re io s ear shares e er note Total Subscribed and paid-up Share Capital

(4,04,50,092 (Previous year 3,59,55,710)) 4,045.01 3,595.57

i) Reconciliation of equity share and outstanding

Equity Shares 2014-15 2013-14

Number ` In Lacs Number ` In LacsShares outstanding at the beginning of the year 3,42,43,534 hares iss ed d ring the ear e er note

re io s ear e er note Shares outstanding at the end of the year 4,04,50,092

ii) Terms and rights attached to Equity Shares:

he o pan has onl one class o e it shares ha ing ace al e o ` per share ach holder o e it shares is entitled to one ote per e it share he di idend is reco ended the oard o irectors and is s ect to the appro al o the e ers at the ens ing nn al eneral eeting he oard o irectors ha e a right to ded ct ro the di idend pa a le to an e er an s d e ro hi to the o pan

n the e ent o inding p the holders o e it shares shall e entitled to recei e re aining assets o the o pan a ter distri tion o all pre erential a o nts he distri tion ill e in proportion to the n er o e it shares held shareholders

he shareholders ha e all other rights as a aila le to e it shareholders as per the pro ision o the o panies ct and read together ith the e orand o ssociation and rticles o ssociation o the o pan as applica le

iii) Shares in the Company held by each shareholder holding more than 5% of the number of equity shares

As at 31.03.2015 s at

ParticularsNo. of shares

held% of Holding o o shares

held% of Holding

Instant Holdings Limitedallo ssociates

Kotak Mahindra (International) Limited - - nstit tional t al nd

International - -

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Note 4 - Reserves and Surplus(` in Lacs)

As at 31.03.2015

As at

a) Capital reserve alance as per last financial state ents dd ddition d ring the ear - Closing balance 1,176.87 1,176.87

b) Capital redemption reserve

c) Securities premium reserve alance as per last financial state ents dd re i on share iss ed d ring the ear thro gh alified nst tional

lace ent e er note -

dd on ersion o arrents e er note -

ess hare iss e e penses on acco nt o alified nstit tional lace ent net o ta e er note

-

Closing Balance 56,702.93 17,808.30

d) Revaluation reserve

e s edge reser e alance as per last financial state ents Gain / (Loss) arising during the year Closing Balance 59.89 (536.89)

f) Foreign currency translation reserve alance as per last financial state ents dd ddition d ring the ear Closing balance 1,002.19 589.83

g) General reserve alance as per last financial state ents dd o nt trans erred ro s rpl s alance in the tate ent o rofit and oss -

ess pact o re ision o se l li e o fi ed assets et o ta e er note

-

Closing balance 20,164.89 22,338.97

r s i t e t te e t f r fit d ss alance as per last financial state ents dd rofit or the ear Amount available for appropriations 88,315.20 63,411.55 ess ppropriations Proposed dividend (amount per share ` 10) (Previous year ` 10) a on proposed di idend ncl ding di idend distri tion ta o s sidiar Amount transferred to general reserve - et r s i t e t te e t f r fit d ss 83,782.56 56,597.22

Total 1,64,180.52 99,265.49

Notes 163


Note 5 - Money received against share warrants(` in Lacs)

As at 31.03.2015

As at

alance as per last financial state ents -

ess on erted into e it share capital - Total - -

Money received against convertible warrants :

On 24th l the o pan has con erted arrants o ace al e ̀ each into e it shares iss ed to nstant Holdings Limited, an entity belonging to the Promoter Group at a price of ` per arrant hich incl des a pre i o ` per share on pre erential asis in accordance ith the ter s o the iss e

Note 6 - Long - term borrowings(` in Lacs)

Non - Current portion Current MaturitiesAs at

31.03.2015As at As at

31.03.2015As at

1. Secured:

Term Loansa) Indian rupee loan from banks

an o ndia e er note - - an td e er note - - an td e er note an td e er note -

an o ndia e er note an td e er note

an o aroda e er note port port an o ndia e er note

Hongkong Shanghai Banking Corporation i ited e er note

- -

oreign c rrenc loan ro an sport port an o ndia e er note

an td oan e er note c er s credit e er note - -d ro an s ri an a e er note

28,162.65 32,861.66 10,387.53 11,689.962. Unsecured: a lic deposits e er note

e erred sales ta incenti e e er note

7,280.98 4,518.43 ess o nt classified nder other c rrent

liabilities - -

Total 35,443.63 42,333.20 - - hare o oint ent re incl ded in a o e total - -

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Note on secured long term borrowings (includes non-current portion and current maturities)

er loan ro an o ndia ` acs re io s ear ` acs is sec red first pari passu charge on o pan s i o a le assets located at hand p and asi plants t carries interest at p a as on st March,

and is repa a le in e al arterl install ent o ` acs each starting ro th ne

er loan ro an td o ` acs re io s ear ` acs is sec red first pari passu charge on o pan s i o a le assets sit ated at hand p asi plant t carries interest at p a as on 31st arch and is repa a le in e al arterl install ent o ` acs each starting ro rd a

er loan ro an td o ` acs re io s ear ` acs is sec red first pari passu charge on o a le properties e cept c rrent assets oth present and t re and i o a le properties oth present and t re located at Bhandup, Halol and Nasik plants and second pari passu charge on the current assets of the Company both present and t re t carries interest at p a as on st arch and is repa a le in e al se i ann al installment of ` acs each starting ro th an ar

er loan ro an td o ` acs re io s ear ` acs is sec red first pari passu charge on i o a le properties oth present and t re sit ated at hand p plant t carries interest at p a as on 31st arch and is repa a le in e al arterl install ent o ` acs each starting ro th o e er

er loan ro an o ndia ` acs re io s ear ` acs is sec red first pari passu charge on o pan s o a le e cept c rrent assets oth present and t re and i o a le properties oth present and t re

located at Bhandup, Halol and Nasik plants and second pari passu charge over current assets of the Company both present and t re t carries interest at p a as on st arch and is repa a le in e al arterl install ent of ` acs each starting ro st an ar

er loan ro an td o ` acs re io s ear ` acs is sec red first pari passu charge on o a le properties e cept c rrent assets oth present and t re and i o a le properties o the o pan oth present

and future situated at Bhandup, Halol and Nasik plants and second pari passu charge on current assets of the Company oth present and t re t carries interest at p a as on st arch and is repa a le in e al arterl

installment of ` acs each starting ro st an ar

he loan ro an o aroda as alid or one ear and as recon erted into r pee loan on th Octo er Term loan from Bank of Baroda of ` acs re io s ear ` acs is sec red first pari passu charge on o pan s o a le e cept c rrent assets oth present and t re and i o a le properties oth present and t re located at Bhandup, Halol and Nasik plant and second pari passu charge over current assets of the Company both present and t re t carries interest at p a as on st arch and is repa a le in e al arterl install ent o ` acs each starting ro st an ar

er loan in ndian r pee in oreign c rrenc ro port port an o ndia o ` acs re io s ear ` acs is sec red first pari passu charge on o pan s o a le properties e cept c rrent assets oth present and future and immovable properties both present and future located at Bhandup, Halol and Nasik plants and second pari passu charge o er c rrent assets o the o pan oth present and t re

pee loan carries interest at p a as on st arch and is repa a le in e al arterl install ent o ` acs starting ro st o e er and oreign c rrenc loan carries interest at onths O pl s ps p a as on st arch and is also repa a le in e al arterl install ent o acs each e i alent

to ` acs restated at rate o as on st March, 2015) starting from 1st o e er

loan ro an td o ` acs re io s ` acs is sec red first pari passu charge on o a le properties e cept c rrent assets oth present and t re and i o a le properties o the o pan oth present

and future situated at Bhandup, Halol and Nasik Plants and second pari passu charge over current assets of the Company oth present and t re t carries interest at onths O pl s ps p a as on st March, 2015 and is repayable

in e al arterl install ent o acs each e i alent to ` acs restated at rate o as on 31st March, 2015) starting from 23rd ece er

Notes 165


10. New term loan from Hongkong and Shanghai Banking Corporation Limited of ` 5,000 Lacs was disbursed on 20th June, 2014. The outstanding balance of this loan as on 31st March, 2015 is ` 4,062.50 Lacs (Previous year ` Nil). The said loan is secured by first pari passu charge on Company’s fixed assets to the extent of a minimum asset cover of 1.25 times. It carries interest at 10.20% p.a. as on 31st March, 2015 and is repayable in 16 equal quarterly installment of ` 312.50 Lacs each starting from 20th September, 2014. (The creation of security is pending as on 31st March, 2015)

11. Long term buyer’s credit is secured by way of first pari passu charge on all immovable and movable properties (excluding current assets) both present and future of the Company situated at Halol plant and second pari passu charge over the current assets of the Company both present and future. It is repayable within 3 years from the date of disbursement. (The creation of security for immovable properties situated at Halol is pending as on 31st March, 2015). The long term buyer’s credit carries interest in the range of 12 months LIBOR plus 50 bps to 12 months LIBOR plus 70 bps.

12. Term loan of ` 98.10 Lacs (Previous year ` 302.57 Lacs) availed from various Banks in Sri Lanka is secured by primary mortgage over plant and machinery and first pari passu charge on immovable property and machinery of the subsidiary. The balance of the loan is repayable within 2 years and it carries interest in the range of 4% p.a. to 7% p.a.

Note on unsecured long - term borrowings.

13. Public Deposits included under the long term borrowings are repayable after 2 or 3 years from the date of acceptance of public deposit. Long term public deposits carries interest in the range of 9.50% p.a. to 10.75% p.a.

14. Interest free Deferred Sales Tax is repayable in 10 equal annual installment commencing from 26th April, 2011 and ending on 30th April, 2025.


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Note 7 - Deferred Tax Liabilities (Net)(` in Lacs)

As at 31.03.2015

As at

Major components of deferred tax assets and deferred tax liabilities:

Assetsarried or ard na sor ed ta loss depreciationpenses allo a le or ta p rpose hen paid

ol ntar retire ent sche eProvision for doubtful debts and advancesOthers

3,848.71 3,324.46Liabilities

i erence et een oo depreciation and ta depreciationDeferred tax liabilities (Net) 12,495.06 11,483.56hare o oint ent re incl ded in a o e total 783.37

Note 8 - Other Long - term liabilities(` in Lacs)

As at 31.03.2015

As at

Security deposits

Total 142.20 142.20hare o oint ent re incl ded in a o e total - -

Note 9 - Long - term provisions(` in Lacs)

As at 31.03.2015

As at

ro ision or arrant e er note

rat it e er note

Provision for compensated absences

Total 3,238.11 2,458.02

hare o oint ent re incl ded in a o e total 414.81 327.78

Note 10 - Short - term borrowings :(` in Lacs)

As at 31.03.2015

As at

1. Secured (Refer foot note (a) to (c))

a) Working capital loan from banks -

b) Cash credit facilities from banks (repayable on demand)

c port pac ing credit ro an s

d er s credit ro an s

2. Unsecured

a er loans ro an s e er oot note d

port pac ing credit ro an s -

c lic deposits e er oot note e

Total 27,154.82 59,686.06hare o oint ent re incl ded in a o e total 727.34 1,372.93

Notes 167


Note 10 - Short - term borrowings (Continued)

ote

a or ing capital ter loan ash credit acilities ro an e port pac ing credit and er s credit are part o or ing capital acilities a ailed ro onsorti o an as ell as o tside onsorti onsorti li its are sec red h pothecation a o first pari passu charge on o pan s c rrent assets present and t re and a o second pari passu charge on i o a le and all o a le properties e cl ding c rrent assets o the o pan sit ated at hand p

ashi and alol lants

he acilities o tside the consorti are nsec red in nat re e cept the o tstanding alance o e port pac ing credit a ailed ro ong ong and hanghai an ing orporation i ited hich is sec red a o first pari passu charge on c rrent assets present and t re o the o pan and a o second pari passu charge on immovable and

o a le and i o a le e cept c rrent assets o the o pan sit ated at hand p asi and alol plants o e er the security is favour of HSBC is pending to be created as on 31st arch

ll short ter orro ing a ailed in ndian r pee carr interest in the range o p a to p a and all short ter orro ings a ailed in oreign c rrenc carr interest in the range o O pl s ps p a to O pl s ps points

O is set corresponding to the period o the loan

b) Cash credit facility availed by subsidiaries is secured on hypothecated stocks, book debts, bills receivables and other c rrent assets present and t re and charge on i o a le propert and achiner o the s sidiaries

c er s credit acilit a ailed s sidiar is sec red on h pothecated stoc s oo de ts and ills recei a les present and t re o the s sidiar

d he ter loan ro an is o tstanding alance o the ill disco nting acilit a ailed ro the sched led an

e hese p lic deposits are accepted or the at rit o one ear ro the date o receipt

Note 11 - Trade payables(` in Lacs)

As at 31.03.2015

As at

e to icro s all and edi enterprises e er note

Overdue - -

Not due

Other trade payables

Total 65,828.14 68,884.53hare o oint ent re incl ded in a o e total

Note 12 - Other current liabilities(` in Lacs)

As at 31.03.2015

As at

rrent at rities o long ter orro ings e er note nterest accr ed t not d e on orro ings nclai ed di idends nclai ed interest at red deposits Other pa a les

a) Payable to capital vendors eposits ro dealers others

c) Statutory dues d) Advance received from customer e re i on or ard contractsTotal 55,351.43 54,705.53hare o oint ent re incl ded in a o e total

ill e trans erred to n estor d cation rotection nd as and hen d e

e er oot note elo ote o ash and an alances

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Note 13 - Short-term provisions(` in Lacs)

As at 31.03.2015

As at

ro ision or e plo ee enefits

a) Provision for compensated absences ro ision or grat it e er note

ro ision or proposed di idend e er note ro ision or ta on proposed di idend ro ision or inco e ta et o ad ance ta ro ision or arrant e er note ro ision or indirect ta e er oot note a ro ision or a and a o r atters e er oot note ro ision or ar to ar et losses on deri ati e contracts


Note :

a o e ent in pro ision or ndirect a

(` in Lacs)

Particulars

As at 31.03.2015


As at

cise sto s and er ice a

Balance as at 1st April -

Addition during the year

e ersed paid d ring the ear -

Balance as at 31st March 320.00 300.00

o e ent in pro ision or ta and la o r atters

(` in Lacs)

Particulars

As at 31.03.2015 s at


Sales Tax and VAT

cise sto s and er ice a

ales a and

Balance as at 1st April 179.90 156.14 -

Addition during the year 88.08 324.97

e ersed paid d ring the ear - - - -

Balance as at 31st March 267.98 481.11 179.90 156.14

Total 749.09 336.04

he o pan is part to ario s la s its that are at ad inistrati e or dicial le el or in their initial stages in ol ing la o r ta and ci il atters he o pan contests all clai in the co rt tri nals appellate a thorit le els and ased on their assess ents and that o their legal co nsel records a pro ision hen the ris or loss is considered pro a le he o t o is e pected on cessations o the respecti e e ents

Notes 169


Not

e 1

4 -

Fix

ed A

sset

s :

(` in

Lac

s)As

sets

Gro

ss B

lock

Dep

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atio

n / A

mor

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ion

Net

Blo

ck

As

at

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4.20

14

Add

ition

s D

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tions

A

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n th

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ss

Com

bina

tion

For

eign

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ge

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ent

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ific

ti

As a

t 31

.03.

2015

As

at

01.0

4.20

14 F

or th

e ye

ar

2014

-15

Tra

nsfe

r to

Rese

rves

*

Dep

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atio

n fo

r the

per

iod

On

Ded

uctio

ns

Acqu

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on

thro

ugh

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ness

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mbi

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n

For

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Ex

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ge

Adju

stm

ent

Rec

ssifi

cti

As a

t 31

.03.

2015

As a

t 31

.03.

2015

Tang

ible

Ass

ets

Owne

d As

sets

Land

eer

not

e

43,5

27.0

3-

--

40.7

0-

43,5

67.7

3-

--

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43,5

67.7

3

--

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ings

eer

not

e

24,1

61.5

393

8.03

0.86

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5,92

4.90

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843.

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815.

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)(4

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0.53

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144.

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488.

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7.17

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495.

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0.11

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968.

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618,

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-1,

410.

8554

7.67

--

--

--

--

-

Bran

d

eer

not

e

5,62

9.80

--

--

-5,

629.

8096

1.76

264.

52-

264.

52-

--

-1,

226.

284,

403.

52

--

--

--

--

--

-

echn

ical

noho

eer

not

e

990.

7346

.04

--

54.7

7-

1,09

1.54

187.

6875

.48

-75

.48

--

(34.

13)

-22

9.03

862.

51

--

--

--

--

-

8,42

5.04

198.

39-

-56

.43

-8,

679.

862,

205.

1669

4.37

1.86

692.

51-

-(3

3.37

)-

2,86

6.16

5,81

3.70

--

--

--

-

2,30

,405

.72

13,3

61.7

22,

185.

37-

243.

29-

2,41

,825

.36

76,1

69.6

611

,604

.47

2,26

1.95

9,34

2.52

1,82

2.58

-(5

3.32

)-

85,8

98.2

31,

55,9

27.1

4

--

-

Capi

tal W

ork-

in-

Prog

ress

22,9

02.4

3

Tota

l1,

78,8

29.5

7

igre

s in

ra

cet

s re

er a

ont

per

tain

ing

to

reio

s ea

r

eer

not

e

170


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Note 14 - Fixed Assets (Continued)

ilding incl des ` la hs re io s ear ` la hs eing al e o shares held in co operati e ho sing societies

easehold land incl des land o ` acs re io s ear ` acs ac ired at dditional ernath nd strial rea ernath istrict hane aharashtra ro aharashtra nd strial e elop ent orporation

ide sanction letter dated Octo er he o pan has ta en ph sical possession o this land on epte er hich is s ect to registration or alities

he o pan has held the ollo ing assets or sale

a) Leasehold Land at Additional Ambernath Industrial Area, Ambernath, having book value of ` acs

reehold land at arat ha ing oo al e o ` acs

ccordingl these assets are carried at lo er o net oo al e and net realisa le al e

ross oo al e incl des ` acs re io s ear ` acs on acco nt o re al ation o and ilding and lant and achiner in ased on the report iss ed independent al er

he reehold land o sidiar o panies in rilan a ha e een re al ed at ` acs and the lant achiner has been revalued at ` acs in independent pro essional al ers oo s o acco nts ha e een ad sted on a o e re al ation d ring the ear ended arch he al ation as ade on the asis o ar et al e he oo al e o the re al ed asset as ad sted to the e tent o re al ation and the res ltant s rpl s as credited

to e al ation reser e

ring the ear the o pan has capitalised the ollo ing e penses hich are attri ta le to the constr ction acti it in general and incl ded in the cost o capital or in progress onse entl e penses disclosed nder the respecti e notes are net o a o nt capitalised the o pan

(` in Lacs)Particulars ote o 2014-15 2013-14

plo ee enefits e pensesinance cost 29 -

Professional and consultancy charges 30

iscellaneo s e penses 30Travelling and conveyance 30Total 847.28 45.41

rs ant to the o panies ct the ct the anage ent ased on e ternal technical e al ation has reassessed the se l li e o fi ed assets onse entl the depreciation charge or the ear ended arch as higher ` lacs n accordance ith the ct the carr ing al e o the fi ed assets as at pril is depreciated o er the re ised resid al li e o the fi ed assets and here the re ised resid al li e o the fi ed assets is nil as at that date the carr ing al e o the fi ed assets a ter retaining the resid al al e has een ad sted to the eneral eser e onse entl the eneral eser e has een red ced ` acs et o e erred a ` acs

he o pan has ac ired glo al rights o rand ro the talian t re a er irelli rior to the said ac isition the o pan as the o ner o the rand in onl a e sian co ntries incl ding ndia ith the ac isition o the rand

hich is reno ned orld ide ne and hitherto ne plored ar ets ill e accessi le to the o pan he o pan ill e in a position to ll e ploit the e port ar et res lting in increased ol e and etter price reali ation here ore the anage ent elie es that the rand ill ield significant enefits or a period o at least t ent ears

he o pan has ac ired technical no ho and assistance ro nternational ire ngineering eso rces or setting p alol radial plant onsidering the li e o the nderl ing plant acilit this technical no ho is a ortised on a straight line asis o er a period o t ent ears

Notes 171


Note 15 - Non - current investments(` in Lacs)

ace al e Holding os

As at 31.03.2015

Holding os

As at

Long term - fully paidEquity Shares

al ed at cost nless stated other iseUnquoted (Trade)

Maestro Comtrade Private Limited ` 10

ational a ing ertificates issue - - -

ledged as sec rit or sales ta purpose)

ado plo ees ooperati e Society - - -

Total 0.43 0.43hare o oint ent re incl ded in a o e total -

Note 16 - Long - term loans and advances

(` in Lacs)As at

31.03.2015As at

Unsecured, Considered Good Capital advances Security deposits Other deposits - d ance inco e ta et o pro ision MAT credit entitlement - Unsecured, Considered doubtful alances ith o ern ent a thorities Other deposits ess ro ision or do t l alancesTotal 8,307.54 8,702.97 hare o oint ent re ncl ded in a o e otal

Note 17 - Other non-current assets

(` in Lacs)As at

31.03.2015As at

na ortised ancillar cost o orro ing e al ation o hedging instr ents

Total 677.51 1,004.81hare o oint ent re incl ded in a o e total - -

Note 18 - Current investments(Valued at lower of cost and fair value, unless stated otherwise)

(` in Lacs)As at

31.03.2015As at

oted t al nds ar et al e ` acs re io s ear il

-

Total 31,243.32 -hare o oint ent re incl ded in a o e total - -

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Note 19 - Inventories (Valued at lower of cost and net realisable value)

(` in Lacs)As at

31.03.2015As at

a a aterials Goods-in transit

b) Work-in-progress

c inished goods

d) Traded goods stock Goods-in transit

e) Stores and spares Goods-in transit -


Note 20 - Trade receivables(` in Lacs)

As at 31.03.2015

As at

A) Debts outstanding for a period exceeding 6 months from the date they are due for payment :

Unsecured, considered good Unsecured, considered doubtful ess ro ision or do t l de ts

B) Other Debts ec red considered good Unsecured, considered good

Total 70,494.98 75,453.22

hare o oint ent re incl ded in a o e total

hese de ts are sec red to the e tent o sec rit deposit o tained ro the dealers

Note 21 - Cash and bank balances(` in Lacs)

As at 31.03.2015

As at

Cash and cash equivalents :Balances with banks : On c rrent acco nts e er note a On npaid di idend acco nts e er note On npaid p lic fi ed deposit and interest there on e er note cCash in hand

Other bank balances eposits ith at rit o ore than onths t less than onths

e er note e argin one deposits e er note d


Notes 173


Note 21 - Cash and bank balances (Continued)

Note :

a) Includes ` la hs o tstanding or a period e ceeding se en ears his a o nt is no longer pa a le as the o pan has ad sted this a o nt to ards call in arrears o the partl paid p e it shares o the o pan held the share holders p rs ant to the resol tion passed the oard o irectors at its eeting on rd epte er

hese alances are a aila le or se onl to ards settle ent o corresponding npaid di idend lia ilities

c hese alances are a aila le or se onl to ards settle ent o at red deposits and interest on deposits also includes ` acs o tstanding or a period e ceeding se en ears in respect o hich a go ern ent agenc has directed the o pan to hold and not trans er repa the a o nt

d he argin deposits are ept ith an or an arantees gi en to tat tor thorities or the period ranging ro to ears

e eposit to the e tent o ` acs re io s ear ` acs is created or the p rpose o deposit repa ent reser e acco nt and cannot e sed or an other p rposes

ien ith an to the e tent o ` la hs

Note 22 - Short-term loans and advances(` in Lacs)

As at 31.03.2015

As at

Unsecured, considered good Advance receivable in cash or kind or for value to be received alance ith stat tor go ern ent a thorities Other depositsUnsecured, considered doubtful Loans, advances and deposits ess ro ision or do t l loans ad ances and depositsTotal 8,357.35 9,151.38hare o oint ent re incl ded in a o e total - -

Note 23 - Other current assets

(` in Lacs)As at

31.03.2015As at

Unsecured, considered good Interest receivable eco era le against fire loss e er note e al ation o hegding instr ent -Total 1,537.38 2,809.59hare o oint ent re incl ded in a o e total - -

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Note 24 - Revenue from operations

(` in Lacs)2014-15 2013-14

1) Sale of products2) Other operating revenues a o alt inco e b) Sale of scrap c o ern ent grants e er note c d) OthersRevenue from operations (Gross) 6,39,388.14 6,09,596.84hare o oint ent re incl ded in a o e

he o pan has recogni ed a o ern ent grant o ` lacs re io s ear ` acs as inco e on acco nt o re nd o Octroi d t nder the ac age che e o ncenti e recei ed ro irectorate o nd stries o ern ent o

aharashtra or asi lant e er note o c

he o pan has also recogni ed a o ern ent rant o ` acs re io s ear ` acs as inco e on acco nt o e port incenti e nder oc s prod ct sche e and oc s ar et sche e ro irectorate eneral o oreign rade

o ern ent o ndia

Details of sales under broad heads

(` in Lacs)2014-15 2013-14

Automotive Tyres Tubes and others

6,34,626.57 6,04,975.69

Note 25 - Other income

(` in Lacs)2014-15 2013-14

nterest inco e on Bank deposit Others

i idend inco e on Current investmentsrofit on sale o c rrent in est ents -

Other non-operating income


Note 26 - Cost of material consumed

(` in Lacs)2014-15 2013-14

a aterials Opening stock dd rchases

3,59,953.87 3,81,974.02 ess losing stoc Total 3,36,261.03 3,56,499.33

Notes 175


Note 26 - Cost of material consumed (Continued)

Details of raw materials consumed

(` in Lacs)2014-15 2013-14

era rics

Carbon BlackChemicalsOthersTotal 3,36,261.03 3,56,499.32

Details of inventories(` in Lacs)

2014-15 2013-14er

a ricsCarbon BlackChemicalsOthersTotal 23,692.84 25,474.69

te ges i i e t ries f fi is ed g ds r i r gress d st c i tr de(` in Lacs)

2014-15 2013-14 Increase / ecrease

Opening Stocka) Work-in-progress


Closing Stock a) Work-in-progress


i erential cise t on opening and closing stoc o finished goods Total 5,638.60 (11,197.87)

te ee e efits e e se

(` in Lacs)2014-15 2013-14

alaries ages and on sontri tion to pro ident and other nds e er note rat it e penses e er note ta el are e penses


Note 29 - Finance costs

(` in Lacs)2014-15 2013-14

Interest Other orro ing costTotal 13,186.49 17,204.49hare o oint ent re incl ded in a o e total

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Note 30 - Other expenses(` in Lacs)

2014-15 2013-14Conversion chargesStores and spares consumedProvision for obsolescence of stores and spareso er and elreight and deli er chargesentease rent ehiclesates and ta es

Insuranceepairs

Plant and Machinery Buildings Others

6,005.00 4,097.26Travelling and conveyancePrinting and stationery

irectors eesa ent to tat tor ditor e er details elo

Cost audit feesd ertise ent and sales pro otion e pensese ates and disco nts

Commission on saleso nication e pensesd ances ritten oad e ts ritten o - ess ro ision or do t l de ts ritten ac to the e tent pro ided -

-Provision for doubtful debts and advancesLoss on assets sold / discarded (Net)Legal charges oreign e change ct ations etProfessional and consultancy charges

orporate ocial esponsi ilit e penses e er note Commission to directorsraining and con erence e pensesre i on sale and p rchase o or ard contract net

Bank Chargesiscellaneo s e penses

Total 1,20,952.28 1,01,944.54hare o oint ent re incl ded in a o e total

iscellaneo s e penses incl des donation o ` acs re io s ear ` Nil) in the nature of political contribution to an Electoral Trust (Janpragati Electoral Trust)

Payment to Statutory Auditor

(` in Lacs)2014-15 2013-14

s ditor Audit fee i ited re ien other apacit Other ser ices ertification ees

ei rse ent o penses70.18 63.62

The above amount does not include fees amounting to ̀ acs to ard ser ices pro ided in respect o alified nstit tional lace ent hich has een netted o against share pre i e er note

Notes 177


31) Contingent Liabilities & Commitments (to the extent not provided for) a. Contingent Liabilities: (` in Lacs)

ParticularsAs at

31.03.2015As at

1. Direct and Indirect Taxation Matters nco e a ealth a cise t er ice a ales a 2. Bills discounted with Banks 3. Corporate Guarantee given to Muzuho Corporate Bank, Tokyo, on

behalf of RPG Enterprises Ltd. - 4. Claims against the Company not acknowledged as debts *

i) In respect of labour matters ii ental disp tes iii) Customer disputes i endor disp tes v) Other claims

n respect o a o e atters t re cash o t o s are deter ina le onl on receipt o dg ents pending at ario s or s a thorities he a o nt o e pected rei rse ent to the o pan is not ascertaina le as on alance heet date

b. Commitments

(` in Lacs)

ParticularsAs at

31.03.2015As at

sti ated a o nt o contracts re aining to e e ec ted on apital account and not provided for (net of advance payments)

ontract al co it ents in respect o etter o redit or i port o tyres

c. Othershe o pan has a ailed the ales a e erral oan and Octroi re nd ro the irectorate o nd stries or asi lant ence the o pan has to ta e prior per ission o the appropriate a thorit or re o al trans er o an

asset alling nder the a o e che es ro asi lant n case o iolation o ter s conditions the o pan is re ired to re nd the entire loan enefit along ith the interest on acco nt o ales a de erral oan and on acco nt o Octroi re nd e er note c

32) he oard o irectors reco ended a i idend o ` 10 per share (Previous year ` per share p rs nt to hich the total a o nt to e distri ted as i idend is ` acs re io s ear ` acs

33) isclos re re ired nder the icro all and edi nterprises e elop ent ct the ct are gi en as ollo s

(` in Lacs)

2014-15 2013-14

(a) rincipal o nt e(b) Interest paid during the year beyond the appointed day -(c) Amount of interest due and payable for the period of delay In making payment

itho t adding the interest specified nder the ct- -

(d) Amount of interest accrued and remaining unpaid at the end of the year(e) Amount of further interest remaining due and payable even in the succeeding

ears ntil s ch date hen the interest d es as a o e are act all paid to the all nterprises or the p rpose o disallo ance as a ded cti le e pendit re nder section o the ct

-

he in or ation disclosed a o e is to the e tent a aila le ith the o pan

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34) Provision for warranty:

pro ision is recogni ed or e pected arrant clai s on prod ct sold d ring the last three ears ased on past e perience o the le el o ret rns and cost o clai t is e pected that significant portion o these cost ill e inc rred in the ne t financial ear and ithin three ears ro the reporting date ss ptions sed to calc late the pro ision or arranties

ere ased on c rrent sales le els and c rrent in or ation a aila le a o t ret rns ased on the three ears arrant period or all prod cts sold he ta le elo gi es in or ation a o t o e ent in arrant pro ision

(` in Lacs)

ParticularsAs at

31.03.2015As at

At the beginning of the year

Arising during the year

Utilised during the year

At the end of the year

Current portion

Non-Current portion

35) Purchase and sale of traded goods (` in Lacs)


Traded goods purchases - Tyres

Traded goods sales - Tyres (gross)

36) Operating lease

he gro p has entered into a sale and lease ac agree ent ith the leasing co pan or ehicles res lting in a non cancella le operating lease as defined in cco nting or eases

Lease rental on the said leases of ` acs re io s ear ` acs o hich ` Nil (Previous year ` acs related to sidiar co panies has een charged to tate ent o rofit and oss

(` in Lacs)

t re ini ease a entsAs at

31.03.2015As at

or a period not later than one ear

or a period later than one ear t not later than fi e ears

or a period later than fi e ear - -

here are no restrictions placed pon the o pan entering into these leases he lease ter ranges ro one ear to fi e ears and are rene a le at the option o the o pan

st retire e t e efits

efi ed c tri ti t

he ro p has recognised and incl ded in ote no ontri tion to ro ident and other nds e penses to ards the defined contri tion plan as nder

(` in Lacs)


ontri tion to ro ident nd o ern ent

Notes 179


efi ed e efit gr t it

ded: he o pan operates a defined plan o rat it or its e plo ees nder the rat it plan e er e plo ee ho has co pleted fi e ears o ser ice gets a grat it on separation da s o last dra n salar or each co pleted ear o ser ice he che e is nded ith an ns rance co pan in the or o ali ing ns rance polic

f ded: ri an a operates a defined plan o rat it or its e plo ees nder the rat it plan e er e plo ee ho has co pleted fi e ears o ser ice gets a grat it on separation da s o last dra n salar or each co pleted ear o ser ice he lia ilit nder this che e is n nded and not act ariall al ed

i ge i rese t e f t e defi ed e efit ig ti re s f s: (` in Lacs)

As at 31.03.2015 s at

r o


Gratuity (Unfunded)

Gratuity nded

Gratuity (Unfunded)

Opening present value of efined enefit o ligation

Current Service Cost Interest Cost

enefits paidActuarial (Gain) / Loss on obligationClosing present value of obligation

incl des ` acs pertains to ado res i ited sidiar co pan e th epte er

ii) Changes in fair value of plan assets during the year ended March 31, 2015 (` in Lacs)

As at 31.03.2015

As at

r o


Gratuity nded

air al e o plan assets as at pril pected ret rn on plan assets

Contributions madeenefits paid

Actuarial gain / (Loss) on plan assetsair al e o plan assets as at arch

incl des ` acs pertains to ado res i ited sidiar co pan e th epte er

iii et e ee e efits e e ses rec g i ed i t e e ee c st (` in Lacs)

2014-15 2013-14

r o ParticularsGratuity

(Funded)Gratuity

(Unfunded)Gratuity

ndedGratuity

(Unfunded)Current Service Costnterest ost on enefit obligationActuarial (gains) and losses (Net)

pected ret rn on plan assets

- -

et enefit e pense

he pre io s ear a o nt disclosed in ote o o ` acs incl des ` lacs pa a le on acco nt o act al grat it pa a le to the e plo ees ho ha e opted or ol ntar retire ent sche e anno nced d ring the pre io s ear

180


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iv) Net Assets / (Liability) as at March 31, 2015. (` in Lacs)

As at 31.03.2015 s at

r o ParticularsGratuity

(Funded)Gratuity

(Unfunded)Gratuity

ndedGratuity

(Unfunded)Closing Present value of the defined enefit o ligation

losing air al e o plan Assets - -Net Assets / (Liability) recognized in the Balance heet

otal rat it ia ilit is ` acs re io s ear ` acs ong ter ro isions ` acs (Previous year ` acs and hort ter ro ision o ` acs re io s ear ` acs

v) Actual return on plan assets for the year ended March 31, 2015 (` in Lacs)

2014-15 2013-14

r o


Gratuity nded

pected ret rn on plan assetsActuarial gain / (loss) on plan assetsActual return on plan assets

vi) The major categories of Plan Assets as a percentage of the Fair Value of plan Assets are as follows.

As at 31.03.2015 s at

r o


Gratuity (Unfunded)

Gratuity nded

Gratuity (Unfunded)

n est ent ith ns rer 100% - 100% -

vii) The principal assumptions used in determining gratuity and leave encashment for the Company’s plan are shown below:

2014-15 2013-14

r o


Gratuity (Unfunded)

Gratuity nded

Gratuity (Unfunded)

isco nt atespected rate o ret rn on

assets- -

Annual increase in salary 13%-15% 13%-15%Employee turnover - -

ortalit ate Indian Assured Lives Mortality

odified

Ultimate

- Indian Assured Lives Mortality

odified

Ultimate

-

he esti ates o t re salar increase considered in act arial al ation ta e acco nt o in ation seniorit and other rele ant actors s ch as s ppl and de and in the e plo ent ar et

he o erall e pected rate o ret rn on assets is deter ined ased on the ar et prices pre ailing on that date applica le to the period o er hich the o ligation is to e settled here has een significant change in e pected rate o ret rn on assets d e to change in the ar et scenario

Notes 181


viii) Details of previous years (` in Lacs)

rat it nded 2014-15 2013-14 2012-13 2011-12 2010-11

resent al e o efined enefit o ligation as at the ear end

nd al e as at the ear end

rpl s eficit

Net Assets / (Liability) recognised in the Balance Sheet

ncl des ` acs pertaining to ado res i ited sidiar o pan e th epte er

ix) Experience adjustment (funded) (` in Lacs)

Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

enefit O ligation

air al e o plan assets

nded stat s deficit s rpl s

perience ad st ent on plan liabilities

% of plan liabilities

perience ad st ent on plan assets - -

% of plan assets - -

x) Experience adjustment (unfunded) (` in Lacs)

Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

enefit O ligation

air al e o plan assets - - - - -

nded stat s deficit s rpl s

perience ad st ent on plan liabilities

% of plan liabilities

perience ad st ent on plan assets - - - - -

% of plan assets - - - - -

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38) Related party disclosures:a) Names of related parties and related party relationship:

Related parties with whom transactions have taken place during the year

o ndation irectors or their relati es are interested a che t i ited a che irectors or their relati es are interested nternational i ited irectors or their relati es are interested inar ste s t i ited inar irectors or their relati es are interested lias o lias irectors or their relati es are interested tlant s ellings n rastr ct re tlant s irectors or their relati es are interested hattarpati part ents hattarpati irectors or their relati es are interested ll in part ents ll in irectors or their relati es are interested alacino roperties alacino irectors or their relati es are interested er part ents er irectors or their relati es are interested allo ssociate allo irectors or their relati es are interested anpragati lectoral r st anpragati irectors or their relati es are interested haitan o haitan irectors or their relati es are interested r nal ndra relati e o irector

Key Management Personnel (KMP):i r arsh ardhan oen a hair anii r nant ardhan oen a anaging irectoriii r rna aner ee hole ti e irector e th May, 2013)i r a ao arthal r hie inancial O ficer

r ingh a poot o pan ecretar

b) The following transactions were carried out during the year with the related party in the ordinary course of business:

(` in Lacs)


ei rse ent reco er o e penses net a cheAtlantus -

KECAmberTotal (106.18) (73.89)

ent paid on residential pre ises ll inKEC

AmberAtlantus

ChattarpatiPalacinoB N Elias

Total 117.09 124.36Building maintenance recovery a che

KECTotal 537.71 523.83

ent reco er on residential pre ises KECrchase o cape spares a che -

KEC -inar

Total 626.90 1.79Legal fees paid haitan o -

orporate ocial esonsi ilit e penses o ndation

-

onation Janpragati -

Notes 183


Balance as at year ended(` in Lacs)

Amount due / from related party elated art As at 31.03.2015 s at

Advances recoverable in cash or kind a che KECTotal 64.90 41.80

Trade payable B N Alias -Altantusa che -

Chattarpati -ll in -

PalacinoKEC -Total 10.63 (1.25)

Transactions with key management personnel and their relatives:(` in Lacs)

r o

elated part 2014-15 2013-14

1) r arsh ardhan oen aCommission

irector sitting eesi idend

Total 432.75 350.162) r nant ardhan oen a

Salaries llo ances and er isites

Performance Bonusontri tion to ro ident perann ation ndi idend

Total 335.98 249.873) r rna aner ee

Salaries llo ances and er isites

Performance Bonusontri tion to ro ident perann ation nd

Total 210.13 164.364) r a ao arthal r

Salaries -llo ances and er isites -

Performance Bonus -ontri tion to ro ident perann ation nd -

Total 347.04 -5) r ingh a poot

Salaries -llo ances and er isites -

Performance Bonus -ontri tion to ro ident perann ation nd -

Total 72.93 -6) r nal ndra

Salaries 64.87 -llo ances and er isites 0.15 -

Performance Bonus 29.43 -ontri tion to ro ident perann ation nd 4.31 -

Total 98.76 -Grand Total 1,497.59 764.39

he anagerial re neration is co p ted as per the pro isions o ection o the o panies ct

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39) Exceptional items:a he o pan had introd ced a ol ntar etire ent che e or e plo ees across the o pan d ring the

ear e plo ees re io s ear e plo ees opted or the he o pensation in this respect aggregates ` acs re io s ear ` acs hich is disclosed as an e ceptional te

ring the pre io s ear the o pan s lant at hand p ai had an incident o fire at its a aterial tore on 23rd e r ar

i ed assets o ross al e o ` acs ith its ritten do n al e o ` acs and stoc al ing ` acs aggregating to ` acs ere destro ed in the fire he assets ere co ered nder the ins rance polic he a o nt o ` acs as e pected to e reco ered ro the ins rance co pan and sho n as ins rance clai recei a le he alance a o nt o ` acs along ith the e pendit re inc rred o ` acs incl ding net incidental charges has een charged to the tate ent o rofit and oss and aggregate amount of ` acs has een treated as an e ceptional ite

40) Corporate Social Responsibility (CSR) Expenses:a ross a o nt re ired to e spent s er ection o o panies ct ` acs

o nt spent d ring the ear

r o Particular In cash et to e paid in cash

Total

1 onstr ction ac isition o an assets Nil Nil Nil

2 On purposes other than (1) above

41) Segment reportinghe o pan s operations co prise o onl one siness seg ent to oti e res es laps in the conte t o

reporting siness geographical seg ent as re ired nder andator cco nting tandard eg ent eporting he acco nting policies adopted or seg ent reporting are in line ith the acco nting policies o the o pan

he eographical eg ents considered or disclos re are in ndia and O tside ndia ll the an act ring acilities are located in ndia

Secondary Segment - Geographical segment(` in Lacs)


A. Revenue by Geographical Market

India

Outside India

Total* 5,80,925.75 5,56,110.82

B. Carrying amount of Segment Assets

India

Outside India

Total 3,82,243.31 3,54,005.79

C. Additions to Fixed Assets and Intangible Assets

India

Outside India

Total 13,361.73 7,163.91

eg ent re en e incl des otal re en e less nterest inco e and i idend inco e incl ded in Other inco e

Notes 185


42) Earnings Per Share (EPS):(` in Lacs)


et rofit or calc lation o asic and dil ted

eighted a erage n er o e it shares ace al e per share ` 10) in calculating basic EPS

ect o dil tion

on erti le share arrants -

eighted a erage n er o e it shares ace al e per share ` 10) in calculating diluted EPS

asic s share

il ted s share

43) Additional disclosure under the Companies Act, 2013 (Schedule III)

Name of the entity Relationship Net Assets, i.e. Total Asset minus Total Liabilities

re i r fit r ss

As % of Consolidated

net assts

Rupees in Lacs

As % of Consolidated

r fit r ss

Rupees in Lacs

CEAT Limited Parent ado res i ited Indian

Subsidiary

CEAT Specialty Tyres Limited Indian Subsidiary

Associated CEAT Holding (Pvt) Limited (ACHL)

oreign Subsidiary

CEAT AKKHAN Limted oreign Subsidiary

Minority interest in All subsidiariesado res i ited Indian

Subsidiary

CEAT AKKHAN Limted oreign Subsidiary

Joint Venture (as per proportionate consolidation/investment as per the equity methodCEAT Kelani Holding Company Pvt Limited (CKHL)

Joint venture of ACHL

Associated CEAT Pvt Limited (ACPL) Subsidiary of CKHL

CEAT-Kelani International Tyres Pvt Limited (CKITL)

Subsidiary of CKHL

elani adials i ited Subsidiary of CKHL

Asian Tyres Pvt Limited (ATPL) Subsidiary of CKITL

Total 100.00% 1,68,225.53 100.00% 31,392.20

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44) Other information

a ring ece er the o pan has ac ired sta e in pecialt res i ited pre io sl no n as CEAT Specialty Tyres Private Limited) by purchasing 10,000 shares of ` each at ace al e se entl the

o pan p rchased additional shares he s sidiar ill oc s e cl si el on O the oad and specialt t res or sales in ndia and a road

On th o e er the o pan allotted e it shares o ` 10 each at a premium of ` per e it shares aggregating to ` acs p rs ant to shares iss ed nder a alified nstit tional lace ent

O t o the total proceeds the o pan spent ` acs net o ta to ards iss e e penses

c ring the pre io s ear the o pan has ac ired share in re io sl no n as angladesh i ited p rchasing additional shares angladeshi a a each he alance share o shares ere allotted to han o pan i ited artner at angladeshi a a

each

ti is ti f e r ised t r g ified stit ti ce e t :

ring the ear ended st March, 2015, the Company has raised ` acs thro gh alified nstit tional lace ent specificall to eet its share in the cost o setting p o ario s e pansion pro ects i capacit e pansion

o alol plant specialt t res pro ect thro gh its s sidiar co pan and t o three heeler t res pro ect and also or a g entation o the long ter or ing capital re ired or siness gro th

(` in Lacs)


o nt tilised d ring the ear -

penses ross o ta -

apacit e pansion o alol plant -

pecialt res pro ect -

o hree heeler pro ect -


etails o short ter in est ents ade ro n tilised portion o alified nstit tional lace ents raised d ring the ear ended 31st arch

(` in Lacs)

ParticularsAs at

31.03.2015As at

Investments in mutual funds -

an alance es an -

Unutilised amount at the end of the year -

Notes 187


46) The effect of acquisition of subsidiary

ParticularsAs at

31.03.2015As at

Liabilities as at 31st March, 2015

Non-current liabilities - -

Current liabilities -

Assets as at 31st March, 2015

Non-current assets -

Current assets -

e en e or post ac isition period -

penses or post ac isition period -

rofit oss e ore ta -

rofit oss a ter ta -

47) re io s ear s fig res ha e een regro ped reclassified here necessar to con or to this ear s classification



ir egistration o


H.V.GoenkaChairman



e ership er



lace ai lace ai

ate a ate a

Notes

Notes

Notes

CEAT LIMITEDegd O fice r nnie esant oad orli ai

el

e site ceat co ail in estors ceat in

FORM NO. MGT-11

PROXY FORM

rs ant to ection o the o panies ct and le o the o panies anage ent and d inistration les

CIN: Name of the Company: i itedRegistered Office: r nnie esant oad orli ai

Name of the Member(s):

Registered Address:

Email Id:

Folio No.: DP ID: Client ID:

e eing the e er s o share s o the a o e na ed co pan here appoint

a e

ddress

ail

ignat re or ailing hi her

a e

ddress

ail


a e

ddress

ail


as o r pro to attend and ote on a poll or e s and on o r ehal at the th nn al eneral eeting o the o pan to e held on ednesda g st at p at a indra at a andir eshpande aharashtra ala cade a ani oad ra hade i ai and at an ad o rn ent thereo in respect o s ch resol tions as

are indicated elo

doption o dited inancial tate ents incl ding the onsolidated inancial tate ents or the ear ended arch the eport o the ditors thereon and the eport o the irectors or the ear ended on that date

eclaration o di idend on it shares

e appoint ent o r ari ndra as a irector o the o pan

atification o the appoint ent o tat tor ditors o the o pan

ppoint ent o r an it andit as an ndependent irector o the o pan

atification o re neration pa a le to s ehta o ost ditors o the o pan

doption o ne set o dra t rticles as contained in rticles o ssociation in s stit tion and to the entire e cl sion o reg lations contained in the e isting rticles o ssociation o the o pan

igned this da o

ignat re o the shareholder

ignat re o ro holder s

ignat re across the sta p

ote his or o pro in order to e e ecti e sho ld e d l co pleted and deposited at the egistered O fice o the o pan at r nnie esant oad orli ai not less than ho rs e ore the co ence ent

o the eeting

fi e en e ta p

Forward-looking statementsIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral - that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contents

28 Corporate Information

29-101Statutory Reports

102-187Financial Statements

102 Standalone Financial Statements

145 Consolidated Financial Statements

18-28Strategic Review

18 Branded by passion

20 Passion for sustained OEM relationships

22 Driving R&D with passion

24 Passionate about social responsibility

26 Passion for human relationships

27 Passion for achievement

01-17Corporate Overview

02 Chairman’s Message

04 RPG Group - Powered by Passion, Driven by Ethics

05 CEAT - Passionate pursuit of quality, safety & control

06 Expanding global footprint through exports

08 Products steered by passion

10 Operational and financial highlights

14 Board of Directors

Documents

CEAT Annual Report 2014 15