MIRA
INFORM REPORT
|
Report Date : |
11.09.2012 |
IDENTIFICATION DETAILS
|
Name : |
CEAT LIMITED |
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|
Registered
Office : |
463, Dr. Annie Besant Road, Worli, Mumbai – 400030, Maharashtra |
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Country : |
India |
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|
Financials (as
on) : |
31.03.2012 |
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Date of
Incorporation : |
10.03.1958 |
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Com. Reg. No.: |
11-011041 |
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Capital
Investment / Paid-up Capital : |
Rs.342.435 Millions |
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|
|
|
CIN No.: [Company Identification
No.] |
L25100MH1958PLC011041 |
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|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMC10660G MUMC11397B |
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PAN No.: [Permanent Account No.] |
AAACC1645G |
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Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchange. |
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Line of Business
: |
Manufacturing and
Marketing of Automotive Tyres, Automotive Tubes and Automotive Flaps. |
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No. of Employees
: |
4928 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
A (57) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
56-70 |
A |
Financial & operational base are regarded healthy. General unfavourable
factors will not cause fatal effect. Satisfactory capability for payment of
interest and principal sums |
Fairly Large |
|
Maximum Credit Limit : |
USD 26000000 |
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|
Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a well
established and reputed company having good track. Even though the company
has recorded an increase in its sales turnover, there appears sharp dip in the
profitability. Trade relations
are reported as trustworthy. Business is active. Payments are reported to be
regular and as per commitments. The company can
be considered good for business dealings at usual trade terms and conditions.
|
NOTES:
Any query related to this report can be made
on e-mail: infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – June 30, 2012
|
Country Name |
Previous Rating (31.03.2012) |
Current Rating (30.06.2012) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
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Restricted |
C2 |
|
Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
India is developing into an open-market economy, yet traces
of its past autarkic policies remain. Economic liberalization, including
industrial deregulation, privatization of state-owned enterprises, and reduced
controls on foreign trade and investment, began in the early 1990s and has
served to accelerate the country's growth, which has averaged more than 7% per
year since 1997. India's diverse economy encompasses traditional village
farming, modern agriculture, handicrafts, a wide range of modern industries,
and a multitude of services. Slightly more than half of the work force is in
agriculture, but services are the major source of economic growth, accounting
for more than half of India's output, with only one-third of its labor force.
India has capitalized on its large educated English-speaking population to
become a major exporter of information technology services and software
workers. In 2010, the Indian economy rebounded robustly from the global
financial crisis - in large part because of strong domestic demand - and growth
exceeded 8% year-on-year in real terms. However, India's economic growth in
2011 slowed because of persistently high inflation and interest rates and
little progress on economic reforms. High international crude prices have
exacerbated the government's fuel subsidy expenditures contributing to a higher
fiscal deficit, and a worsening current account deficit. Little economic reform
took place in 2011 largely due to corruption scandals that have slowed legislative
work. India's medium-term growth outlook is positive due to a young population
and corresponding low dependency ratio, healthy savings and investment rates,
and increasing integration into the global economy. India has many long-term
challenges that it has not yet fully addressed, including widespread poverty,
inadequate physical and social infrastructure, limited non-agricultural
employment opportunities, scarce access to quality basic and higher education,
and accommodating rural-to-urban migration.
|
Source
: CIA |
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
LONG TERM RATING : CARE BBB |
|
Rating Explanation |
Having moderate degree of safety regarding timely servicing of
financial obligation it carry moderate credit risk. |
|
Date |
January, 2012 |
|
Rating Agency Name |
CARE |
|
Rating |
SHORT TERM RATING : CARE A3+ |
|
Rating Explanation |
Having moderate degree of safety regarding timely payment of financial
obligation it carry regular credit risk |
|
Date |
January, 2012 |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter in
the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
LOCATIONS
|
Registered Office : |
463, Dr. Annie Besant Road, Worli, Mumbai – 400030, Maharashtra, India
|
|
Tel. No.: |
91-22-24930621/ 24616054/
25640461/ 25660461/ 63/ 66670200 |
|
Fax No.: |
91-22-24606039/
25640301/ 25663964/ 66670299/ 24975798 |
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E-Mail : |
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Website : |
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Head Office : |
6, Lotus House,
Sir Vithaldas Thakersey Marg, New Marine Lines, Mumbai – 400 020, |
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Tel. No.: |
91-22-28570014/0378/0376 |
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|
Factory 1 : |
·
Village
Road, Bhandup, Mumbai – 400 078, |
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|
Factory 2 : |
· 82, MIDC Industrial Estate, Satpur, Nasik – 422 007, Maharashtra, India |
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Factory 3 : |
· Village Gate Muvala, Halol, Panchmahal - 389350, Gujarat India |
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Regional
Offices: |
Located At: · Chandigarh · New Delhi · Jalandhar · Faridabad · Rohtak · Meerut · Varansi · Kanpur · Jaipur · Jodhpur · New Agra · Ludhiana |
DIRECTORS
(AS ON 31.03.2012)
|
Name : |
Mr. R. P. Goenka |
|
Designation : |
Chairman |
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|
|
|
Name : |
Mr. H. V. Goenka |
|
Designation : |
Vice Chairman |
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|
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|
Name : |
Mr. Paras K.
Chowdhary |
|
Designation : |
Whole Time
Director and Chief Management Advisor |
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|
|
|
Name : |
Mr. Mr. Anant
Vardhan Goenka |
|
Designation : |
Managing director
|
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Qualification: |
MBA., B.Sc. |
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|
|
|
Name : |
Mr. Vinay Bansal |
|
Designation : |
Director |
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|
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|
Name : |
Mr. A. C. Choksey |
|
Designation : |
Director |
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|
Name : |
Mr. S. Doreswamy |
|
Designation : |
Director |
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|
|
|
Name : |
Mr. Mahesh S.
Gupta |
|
Designation : |
Director |
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|
|
|
Name : |
Mr. Haigreve
Khaitan |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Bansi S.
Mehta |
|
Designation : |
Director |
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|
|
|
Name : |
Mr. Hari L.
Mundra |
|
Designation : |
Director |
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|
|
|
Name : |
Mr. K. R. Podar |
|
Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Mr. H. N. Singh Rajpoot |
|
Designation : |
Company Secretary |
|
Address : |
463, |
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|
|
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Audit Committee : |
Mr. Hari L. Mundra - Chairman Mr. S. Doreswamy - Member Mr. Mahesh S. Gupta - Member |
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|
|
|
Shareholders/
Investors Grievance
Committee : |
Mr. Mahesh S. Gupta - Chairman Mr. Paras K. Chowdhary - Member Mr. S. Doreswamy - Member |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
(AS ON 30.06.2012)
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
|
|
|
|
|
(A) Shareholding
of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
88,117 |
0.26 |
|
|
16,122,629 |
47.08 |
|
|
16,210,746 |
47.34 |
|
|
|
|
|
|
|
|
|
|
1,782,348 |
5.20 |
|
|
1,782,348 |
5.20 |
|
|
|
|
|
Total
shareholding of Promoter and Promoter Group (A) |
17,993,094 |
52.54 |
|
|
|
|
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
1,890,693 |
5.52 |
|
|
22,507 |
0.07 |
|
|
67 |
0.00 |
|
|
2,544,319 |
7.43 |
|
|
613,342 |
1.79 |
|
|
5,070,928 |
14.81 |
|
|
|
|
|
|
|
|
|
|
2,483,441 |
7.25 |
|
|
|
|
|
|
|
|
|
|
7,498,718 |
21.90 |
|
|
1,179,337 |
3.44 |
|
|
|
|
|
|
18,016 |
0.05 |
|
|
3,926 |
0.01 |
|
|
14,053 |
0.04 |
|
|
37 |
0.00 |
|
|
11,179,512 |
32.65 |
|
|
|
|
|
Total Public
shareholding (B) |
16,250,440 |
47.46 |
|
|
|
|
|
Total (A)+(B) |
34,243,534 |
100.00 |
|
|
|
|
|
(C) Shares held
by Custodians and against which Depository Receipts have been issued |
-- |
-- |
|
|
-- |
-- |
|
|
-- |
-- |
|
|
-- |
-- |
|
|
|
-- |
|
Total
(A)+(B)+(C) |
34,243,534 |
-- |
(1)
Indian
Individuals
/ Hindu Undivided Family
Individual
shareholders holding nominal share capital up to Rs.0.100 Million BUSINESS DETAILS
|
Line of Business : |
Manufacturing and
Marketing of Automotive Tyres, Automotive Tubes and Automotive Flaps. |
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Products : |
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Brand Names : |
CEAT, CEAT SECURA,
CEAT ENDURA, CEAT MAESTRO, etc. |
PRODUCTION STATUS (AS ON 31.03.2011)
|
Particulars |
Unit |
Licensed Capacity |
Installed Capacity |
Actual Production |
|
|
|
|
|
|
|
Automotive Tyres |
Nos. |
6.559 |
6.559 |
9.400 |
|
Automotive Tubes |
Nos. |
4.947 |
-- |
11.046 |
|
Automotive Flaps |
Nos. |
-- |
-- |
2.692 |
(1) Installed Capacity is as certified by the Management.
(2) Production quantity includes the following procured under conversion
basis.
GENERAL INFORMATION
|
No. of Employees : |
4928 (Approximately) |
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Bankers : |
· Bank of Baroda · Bank of India · Corporation Bank · Exim Bank · ICICI Bank Limited · Indian Bank · Industrial Development Bank of India · State Bank of India · The Karnataka Bank Limited · UCO Bank · Yes Bank Limited · Axis Bank Limited |
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Facilities : |
UNSECURED LOANS
(NOTES) A) Loan availed from Ratnakar Bank Limited of Rs.250.000 Millions (Previous year Rs.Nil) Repayment after 18 months from the date of disbursement i.e. August 18, 2013. B) Interest free Deferred Sales Tax incentive repayment installments
commences from April 26, 2011 and end on April 30, 2025. |
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Banking
Relations : |
-- |
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Auditors : |
|
|
Name : |
N. M. Raiji and Company Chartered
Accountants |
|
Address : |
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Tel No.: |
91-22-22870068 |
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Fax No.: |
91-22-56568494 |
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E-Mail : |
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|
Legal Adviser: |
Mulla and Mulla and Craige Chartered Accountants Blunt and Caroe Chartered Accountants |
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Related Parties : |
· Associated CEAT Holdings Company (Private) Limited (Wholly owned Subsidiary Company) · CEAT-Kelani Associated Holdings Company (Private) Limited · Associated CEAT (Private) Limited · CEAT-Kelani International Tyres (Private) Limited · CEAT Kelani Radials Limited · Rado Tyres Limited (Associate Company) |
CAPITAL STRUCTURE
AS ON 31.03.2011
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
46100000 |
Equity Share |
Rs.10/- each |
Rs.461.000 Millions |
|
3900000 |
Preference Shares |
Rs.10/- each |
Rs.39.000 Millions |
|
10000000 |
Unclassifed Shares |
Rs.10/- each |
Rs.100.000 Millions |
|
|
|
|
|
|
|
Total |
|
Rs.600.000
Millions |
Issued:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
34244222 |
Equity Share (Includes 1,463 Shares offered on Right basis and kept in
abeyance) |
Rs.10/- each |
Rs.342.442
Millions |
|
|
|
|
|
Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
34243534 |
Equity Share |
Rs.10/- each |
Rs.342.435
Millions |
|
|
|
|
|
NOTES:
|
Particulars |
31.03.2012 |
|
|
|
Equity Shares |
|
|
|
Numbers |
In Rs. Millions |
|
a) Shares outstanding at the beginning of the year |
34243534 |
342.435 |
|
Shares Issued during the year |
-- |
-- |
|
Shares bought back during the year |
-- |
-- |
|
Shares outstanding at the end of the year |
34243534 |
342.435 |
b) Terms and Rights attached to equity shareholders:
The Company has only one class of equity shares having a face value of Rs.10 per share. Each holder of equity shares is entitled to one vote per equity share. A member shall not have any right to vote whilst any call or other sum shall be due and payable to the Company in respect of any of the shares of such member. All equity shares of the Company rank pari passu in all respects including the right to dividend. The dividend is recommended by the Board of Directors and declared by 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, subject to the rights of holders of shares issued upon special terms and conditions, the holders of equity shares shall be entitled to receive remaining assets, if any, in proportion to the number of shares held at the time of commencement of winding–up.
The Shareholders have all other rights as available to Equity Shareholders as per the provisions of the companies Act, 1956, read together with the Memorandum of Association and Articles of Association of the Company, as applicable.
c) The Company does not have any holding company or ultimate holding company. Promoter shareholding in the Company including persons acting in concert with the promoters as on March 31, 2012 is 1,78,43,962 equity shares i.e. 52.11% of the equity share capital of the Company. (Previous year March 31, 2011, 1,67,23,578 ie. 48.84%).
d) Shares in the Company held by each shareholder holding more than 5% (As certified by the Management on which Auditors have relied).
|
Particulars |
31.03.2012 |
|
|
|
No. of Shares Held |
% of Holding |
|
Instant Holdings Limited |
50,09,185 |
14.63 |
|
Goodhope Sales Private Limited |
41,55,743 |
12.14 |
|
Swallow Associates Limited |
44,84,624 |
13.10 |
|
Societe Ceat D Investissementen Asie S A |
17,82,348 |
5.20 |
|
RPG Cellular Investments and Holdings Private Limited |
-- |
-- |
e) Money received against Convertible warrants:
The Company has on March 12, 2012 allotted 17,12,176 Warrants of face value Rs.10 each to Instant Holdings Limited, an entity belonging to the Promoter Group of Companies at a price of Rs.85.03 per Warrant on a preferential basis. The Company has received the 25% of the price of the Warrant i.e Rs.21.26 per Warrant at the time of allotment. The Warrants are convertible into an equivalent number of equity shares at the option of the allottee within a period of 18 months from the date of allotment i.e. upto September 11, 2013.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
342.435 |
342.435 |
342.435 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Convertible Warrants |
36.397 |
60.542 |
0.000 |
|
|
4] Reserves & Surplus |
6184.604 |
6088.475 |
5944.710 |
|
|
5] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
6563.436 |
6491.452 |
6287.145 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
9364.273 |
7864.149 |
3120.511 |
|
|
2] Unsecured Loans |
1343.832 |
1174.276 |
3417.944 |
|
|
TOTAL BORROWING |
10708.105 |
9038.425 |
6538.455 |
|
|
DEFERRED TAX LIABILITIES |
224.428 |
241.054 |
201.683 |
|
|
|
|
|
|
|
|
TOTAL |
17495.969 |
15770.931 |
13027.283 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
15240.843 |
13622.666 |
7689.278 |
|
|
Capital work-in-progress |
134.159 |
1061.820 |
2338.380 |
|
|
|
|
|
|
|
|
INVESTMENT |
744.828 |
865.298 |
585.077 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
5796.059
|
5674.631
|
4060.757
|
|
|
Sundry Debtors |
6125.977
|
4807.193
|
3763.161
|
|
|
Cash & Bank Balances |
334.286
|
478.807
|
1399.891
|
|
|
Other Current Assets |
57.975
|
22.419
|
0.000
|
|
|
Loans & Advances |
1451.366
|
1454.162
|
1101.026
|
|
Total
Current Assets |
13765.663
|
12437.212
|
10324.835
|
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditor |
6569.398
|
7464.022
|
2285.314
|
|
|
Other Current Liabilities |
5585.723
|
4480.874
|
5261.486
|
|
|
Provisions |
234.403
|
271.169
|
363.582
|
|
Total
Current Liabilities |
12389.524
|
12216.065
|
7910.382
|
|
|
Net Current Assets |
1376.139
|
221.147
|
2414.548
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
17495.969 |
15770.931 |
13027.283 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
44720.206 |
34987.718 |
28074.760 |
|
|
|
Other Income |
200.064 |
284.357 |
421.352 |
|
|
|
TOTAL (A) |
44920.270 |
35272.075 |
28496.112 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of Materials Consumed |
32583.446 |
26487.291 |
|
|
|
|
Purchases of Stock-in-trade |
516.857 |
846.025 |
|
|
|
|
Changes in Inventories of finished goods, work-in-progress and Stock-in-trade |
258.996 |
(1398.233) |
|
|
|
|
Employee Benefits Expense |
2326.956 |
2040.809 |
|
|
|
|
Other Expenses |
6478.238 |
5540.298 |
|
|
|
|
Exceptional Item - Voluntary Retirement Compensation |
31.564 |
78.223 |
|
|
|
|
TOTAL (B) |
42196.057 |
33594.413 |
25269.004 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
2724.213 |
1677.662 |
3227.108 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
1921.615 |
1003.585 |
568.314 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
802.598 |
674.077 |
2658.794 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
704.741 |
341.657 |
268.829 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
97.857 |
332.420 |
2389.965 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
22.472 |
109.586 |
779.550 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
75.385 |
222.834 |
1610.415 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
2499.868 |
2373.102 |
1084.440 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
|
17.000 |
161.500 |
|
|
|
Proposed Dividend |
|
68.487 |
136.974 |
|
|
|
Tax on Proposed Dividend |
|
10.581 |
23.279 |
|
|
BALANCE CARRIED
TO THE B/S |
NA |
2499.868 |
2373.102 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Sales calculated on FOB basis |
9927.588 |
6147.067 |
|
|
|
|
Royalty |
36.264 |
27.162 |
|
|
|
|
Dividend |
64.641 |
72.026 |
|
|
|
|
Technical Development Charges |
4.500 |
0.00 |
|
|
|
TOTAL EXPORTS |
10032.993 |
6246.255 |
4802.450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
13874.172 |
9342.070 |
5949.211 |
|
|
|
Components & Spares |
27.913 |
18.250 |
19.734 |
|
|
|
Capital Goods |
770.488 |
2289.103 |
60.264 |
|
|
|
Traded Goods |
137.452 |
487.942 |
584.347 |
|
|
TOTAL IMPORTS |
14810.025 |
12137.365 |
6613.556 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
2.20 |
6.51 |
47.03 |
|
QUARTERLY RESULTS
|
PARTICULARS |
|
|
|
30.06.2012 |
|
Type |
|
|
|
1st
Quarter |
|
Net Sales |
|
|
|
11891.400 |
|
Total Expenditure |
|
|
|
10822.200 |
|
PBIDT (Excl OI) |
|
|
|
1069.200 |
|
Other Income |
|
|
|
34.400 |
|
Operating Profit |
|
|
|
1103.600 |
|
Interest |
|
|
|
530.300 |
|
Exceptional Items |
|
|
|
0.000 |
|
PBDT |
|
|
|
573.300 |
|
Depreciation |
|
|
|
192.200 |
|
Profit Before Tax |
|
|
|
381.100 |
|
Tax |
|
|
|
123.600 |
|
Provisions and contingencies |
|
|
|
0.000 |
|
Profit After Tax |
|
|
|
257.500 |
|
Extraordinary Items |
|
|
|
0.000 |
|
Prior Period Expenses |
|
|
|
0.000 |
|
Other Adjustments |
|
|
|
0.000 |
|
Net Profit |
|
|
|
257.500 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
0.17
|
0.63
|
5.66
|
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
0.22
|
0.95
|
8.52
|
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
0.34
|
1.28
|
13.27
|
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.01
|
0.05
|
0.38
|
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
3.52
|
3.27
|
2.30
|
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.11
|
1.02
|
1.31
|
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info Agents |
Available in
Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
No |
|
8] |
No. of employees |
Yes |
|
9] |
Name of person contacted |
No |
|
10] |
Designation of contact
person |
No |
|
11] |
Turnover of firm for last
three years |
Yes |
|
12] |
Profitability for last
three years |
Yes |
|
13] |
Reasons for variation
<> 20% |
-- |
|
14] |
Estimation for coming
financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister
concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details
(if applicable) |
No |
|
21] |
Market information |
-- |
|
22] |
Litigations that the firm
/ promoter involved in |
-- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking
account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if
applicable |
Yes |
|
29] |
Last accounts filed at
ROC |
Yes |
|
30] |
Major Shareholders, if
available |
No |
|
31] |
Date of Birth of
Proprietor/Partner/Director, if available |
No |
|
32] |
PAN of
Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director,
if available |
No |
|
34] |
External Agency Rating,
if available |
Yes |
Industry Scenario
The Indian economy is expected to grow at 7.6 per cent in FY 2013 and 8.6
per cent in FY 2014. The financial year 2011-12 was particularly challenging on
account of the slowdown in industrial activity, higher capital outflow,
increased inflation and global recessionary trends. The lower economic growth,
rising fuel prices and higher lending rates have adversely impacted the growth
of the automobile sector, particularly the passenger car and commercial vehicle
segments. The demand for tyres, consequently, was lower than expected.
Raw material cost increased significantly through the first two quarters
of FY 2012, largely due to spiraling prices of Natural Rubber and crude-based
raw materials. However, the prices of key raw materials softened over the last
two quarters of the year and are expected to remain stable in the near future.
Coupled with expected rise in demand, the prospects for the industry are
encouraging.
CEAT’s Performance
The performance of the Company for the year followed similar trends as
that of the industry in general.
While the Company registered a turnover of Rs.44396.000 Millions during
the year registering a healthy growth of 28 per cent over Rs.34683.000 Millions
in the previous year, its profit was adversely impacted in the first half due
to steep rise in the prices of key raw materials particularly of Natural Rubber
and crude-based raw materials and in the third quarter due to nearly a
month-long disruption in production in Nasik factory on account of labour
agitation. Finance cost, which increased significantly due to upward movement
in interest rates and additional interest charge on funding of the Halol Plant
and increased working capital requirement, also reduced the profit margin of
the Company. However, with the help of a much improved performance for the
fourth quarter of the year both in terms of revenue of Rs.12148.000 Millions
and net profit of Rs.415.000 Millions, the Company has been able to register a
net profit of Rs.75.000 Millions against the net profit of Rs.223.000 Millions
in the previous year.
The Company registered significant success in the Original Equipment
Manufacturers (OEM) market. It not only gained acceptance with several new OEM,
but also increased its share of business with the existing OEM partners. As a
result, the Company’s share in the OEM market has increased to 8.5 per cent
from 7 per cent in the previous year, aided by impressive growth in the
two-wheeler segment. Further, CEAT has also consolidated its position in the
export market during the year and registered a turnover of Rs.10020.000
Millions, a growth of 62 per cent over the previous year.
The acquisition of the “CEAT” brand from Pirelli and C. S.p.A, Italy has
allowed the Company’s entry into newer markets, especially Latin America and
Europe. The Company has already started establishing its distributor network in
these new territories and expects higher revenues in the future. Truck and bus
radial segment registered good growth as compared to truck and bus bias
segment, which has de-grown during the year under review. In the passenger car
segment, CEAT not only outperformed the industry, but also increased its market
share. CEAT has also grown in the two-wheeler segment by providing a special
thrust on distribution and by running a successful advertising campaign for
motorcycle tyres. Premium range of CEAT products in truck and GRIPP range in
motorcycles have been received well by customers.
Tyre manufacturing
plant in Bangladesh
The Company has decided to venture into a Greenfield bias tyre
manufacturing plant in Bangladesh with an initial installed capacity of 65 MT
per day. This will entail an approximate investment of Rs.2500.000 Millions.
This project, the first major investment for manufacture of tyres in
Bangladesh, would be implemented by the Company through a subsidiary to be
incorporated in Bangladesh. The project is expected to become operational by
early 2015.
With this project, the Company will be in a position to cater to the
growing markets of Bangladesh and South East Asia.
Future Outlook
With passenger vehicles sales expected to grow at an annual rate of 15
per cent and commercial vehicles at 20 per cent upto FY 2015, the future augurs
well for the industry. Increasing radialisation in the commercial vehicle
segment and longer distances now travelled by passenger cars and two-wheelers,
will translate into higher demand in the replacement segment. The Indian tyre
industry is expected to grow at around 14 per cent during FY 2013. Further,
macro issues of the Indian economy, particularly weakening Rupee and high
interest rates, currently the areas of concern for tyre industry, are expected
to improve during the course of the year ahead.
With the stable forecast of raw material prices and overall economic
situation of the country, the Company expects a better year ahead.
The Company has embarked on a new product development process led by a
Quality Function Deployment
(QFD) system with very strong focus on meeting stated and unstated needs
of consumers.
The Company is now better poised to accept new challenges and take full
advantage of favourable market conditions. The Company expects to increase its
market share in all key segments in order to sustain its growth in coming
years.
CEAT Kelani
Venture (Joint Venture in Sri Lanka)
Associated CEAT Holdings Company (Private) Limited (ACHL), the Company’s
investment arm in Sri Lanka, operates 3 manufacturing plants through its joint
venture company CEAT Kelani Holdings Company (Private) Limited.
During the year ACHL has registered a revenue of LKR 4357.410 million
(Rs.1847.010 million) as compared to LKR 3790.830 million (Rs.1542.500 million)
in 2010-11, a growth of 15 per cent. Profit after tax has grown by 13.4 per
cent to LKR 316.200 million (Rs.134.120 million) as compared to LKR 277.900
million (Rs.112.080 million) in 2010-11. In line with its performance, ACHL has
been consistently paying the dividend. The dividend received by the Company for
FY 2011-12 is Rs.6464.100 million.
The joint venture continues to enjoy dominant market share in all categories
of tyres in Sri Lanka.
Global economic
review
The financial year 2011-12 was a challenging year for the global
economy. In Europe the sovereign debt burdens of some nations and the
apprehension that the contagion may spread to other countries across the wider
Eurozone triggered widespread loss of market confidence. Governments and
Central banks have moved with alacrity to stabilise the situation. However, the
situation still remains fragile. The US economy, on the other hand, witnessed
slow recovery and concerns arose over the capacity of the US government to
effectively reduce its debt burden. The emerging economies have, however, put
up a better show as compared to their developed counterparts.
Impacted by global headwinds, India’s growth estimates moderated to 6.9
per cent in 2011-12. Besides, India had its own set of challenges to grapple
with like slowdown in infrastructure creation, persistent inflation, monetary
tightening, weakening rupee and policy inertia etc. However, the long-term prospects
continue to inspire optimism. It is expected that GDP growth may touch 7.6 per
cent in FY 2013 and 8.6 per cent in FY 2014, on the strength of policy reforms
and focus on inclusive growth.
Global tyre
industry
The global tyre demand is expected to touch 3.3 billion units by 2015,
to register a 4.7 per cent annual growth. In value terms, it is expected to
touch USD 220 billion, with an annual growth of 6.5 per cent. The Asia Pacific
region, which is by far the largest market for tyres, also projects significant
demand growth in the coming years. The tyre markets in North America and
Western Europe are expected to perform better as compared to the declines
recorded during the 2005 to 2010 period. With increased levels of income in the
emerging economies, the global demand for vehicles is expected to rise further,
thus leading to an accelerated tyre demand.
Indian tyre
industry
Overview
India’s tyre industry is primarily organised (barring the bicycle tyre
industry) and dominated by cross ply tyres. Commercial Vehicle (CV) tyres
remain the major contributor to overall size of the industry, followed by
Passenger Vehicle (PV) tyres. Tyres for two and three wheelers, tractors,
construction equipment and Off-The-Road (OTR) tyres and export constitute the
remaining market share.
In 2011-12, the size of the Indian tyre industry is estimated to be
around Rs.389 billion, and is expected to reach Rs.443 billion by 2012-13,
registering a growth of 14 per cent.
Snapshot of the
Indian tyre industry
Rs.389 billion – Total turnover
Rs.1.488 Millions MT – Tyre Production (Tonnage)
Tyre Production – All Categories (Nos.) - 1,192 lacs
Rs.30000.000 Millions – Exports
39 – Number of companies
Top 10 companies – Account for over 95 per cent of the total production
Industry
composition
Replacement market
The replacement market dominates the Indian tyre industry. This segment
is margin accretive, compared to other segments. In fiscal 2011-12, the replacement
market contributed to 63 per cent of the total industry turnover, visa- vis 71
per cent in the previous fiscal.
Original Equipment
Manufacturers (OEM)
The OEM segment contributed to 26 per cent of the total turnover in
2011-12 and is expected to register a modest growth of 11-13 per cent in
2012-13.
Exports
In 2011-12, the industry turnover from the exports market increased
phenomenally, capturing 11 per cent of the total tyre sales. Export of tyres is
expected to witness a higher CAGR of 12-14 per cent over the next five years
i.e. during the 2012-2017 period, as compared to a growth of 8.9 per cent
registered during the last five years. The Indian tyres are exported to more
than 50 countries, mainly in Asia, Africa and the Middle East. CV tyres
dominate the export pie, for which the primary export destinations are Latin
America, UAE, Bangladesh, Iran, Philippines and Vietnam.
Sluggish
automobile industry growth
The recurring hikes in interest rates, petrol prices and high inflation
have impacted the growth of the Indian automobile industry. Against the
backdrop of a 30 per cent growth witnessed in 2010-11, the industry grew at a
single-digit level of approximately 2 per cent in 2011-12
This sluggish growth impacted the entire tyre industry, resulting in
considerable slowdown in tyre production. However, the export market grew
significantly, primarily leveraging the increased demand from the Truck and Bus
(T and B) segment.
Key raw material
price movement
Raw material cost accounts for approximately 70 per cent of the
industry’s turnover with Natural Rubber being the key raw material. Although
India is the fourth largest Natural Rubber producer in the world, there is a
significant demandsupply gap in the country. This leads to volatile price
movement impacting margins and overall profitability of the entire industry.
The first half of 2011 witnessed all-timehigh levels of Natural Rubber prices.
However, the prices stabilised in the later part of the current financial year
owing to lower demand from the automobile segment.
Radialisation in
India
After the initial challenges of acceptance, price sensitivity and
suitability on Indian roads, the concept of radialisation of tyres for Medium
and Heavy Commercial Vehicles (MHCV) is finally gathering momentum. While, the
radialisation levels for PV segment have crossed 98 per cent, radialisation in
the MHCV segment is currently only approximately 15 per cent. The growing
cost-benefit ratio, enhanced awareness and significant road development activities
will drive radialisation growth in India.
Business overview
CEAT offers a wide array of tyres, which includes heavy duty T and B,
LCVs, PVs, tractors, trailers, scooters, motorcycles, auto-rickshaws and OTR
such as earthmovers and forklifts etc.
Performance
overview
Operational
overview
To provide enhanced quality and customer experience, the Company
continuously enriches its range of products and services. In the previous
fiscal, the commencement of production at the Halol plant was an important
milestone in CEAT’s history, which made the Company a significant player in the
Indian radial tyre industry. It has also performed extremely well in the export
market, crossing the Rs.10000.000 Millions mark in sales with the help of
deeper penetration in South America, the Middle East and South East Asia
markets. The Company has also concentrated on its Research and Development that
resulted in the introduction of a number of new products.
New product
launches
CEAT PRO
CEAT actively organises educational sessions known as CEAT PRO to spread
awareness among truck owners about the best business practices to improve
operational efficiency. The Company has conducted 85 seminars with expert
speakers on lubes, auto finance and insurance, vehicle AMCs, telematics, and
other related topics for better customer satisfaction, resulting in higher
profit margins.
Financial overview
During the year CEAT registered a turnover of Rs.44396.000 Millions, a
growth of 28 per cent over Rs.34683.000 Millions in the previous year. However,
due to a steep increase in raw material cost, particularly during the first two
quarters of the year coupled with increased finance cost severely impacted the
profit margins of the Company.
As result of this, net profit of the Company has declined to Rs.75.000
Millions from Rs.222.800 Millions in the previous year.
Outlook
The following strategies demonstrate CEAT’s strong focus for growth,
amidst the global economic turmoil:
• Improving product mix to expand profitability
• Growing focus in motor cycle tyres segment
• Enhanced focus in the PV segment and replacement market, as the
segments provide higher margins, compared to the OEM market
• Sustain relationships with OEM customers
• Enhancing distribution channels and increased number of CEAT Shoppes
• Robust marketing strategies to enhance brand awareness and penetrate
the T and B radial tyre market
• Shift towards radial tyres
CONTINGENT
LIABILITY:
(Rs.
In Millions)
|
Particulars
|
31.03.2012 |
31.03.2011 |
|
|
|
|
|
a) Direct and Indirect Taxation Matters |
|
|
|
-
Income
Tax |
164.069 |
168.262 |
|
-
Wealth
Tax |
0.673 |
0.673 |
|
-
Excise
Duty / Service Tax |
456.043 |
433.438 |
|
-
Value
Added Tax / Central Sales Tax |
441.236 |
441.777 |
|
b) Disputed demands of Octroi Duty |
22.210 |
17.077 |
|
c) Bills discounted with Banks |
181.211 |
275.204 |
|
d) Corporate Guarantees given on behalf of
others |
|
|
|
-
Covered by indemnity undertakings from RPG Enterprises Limited |
255.000 |
255.000 |
|
e) The Company has given Indemnity in respect
of Lease transactions entered into with ICICI Bank Ltd., liability for which
is indeterminable |
0.000 |
0.000 |
|
f) Export obligation under Export Promotion
Council Guarantee Scheme |
3124.724 |
3960.789 |
AUDITED STANDALONE FINANCIAL RESULTS FOR QUARTER/YEAR ENDED
30TH JUNE, 2012
[Rs. in millions]
|
Particulars |
30.06.2012 Unaudited |
|
1) a) Sales |
Quarter ended |
|
Gross Sales |
12972.400 |
|
Less: Excise duty on
Sales |
1159.500 |
|
Net Sales / Revenues from
operations |
11812.900 |
|
b) Other Operating Income |
78.500 |
|
Total Income
From Operations (Net) |
11891.400 |
|
2) Expenditure |
|
|
a) Cost of material consumed |
8623.200 |
|
b) Purchase of stock-in-trade |
139.400 |
|
c) Changes in inventories of finished goods, work-in-progress and
stock-in-trade |
(391.100) |
|
d) Employee Benefits Expenses |
620.900 |
|
e) Depreciation and amortisation Expenses |
192.200 |
|
f) Other Expenditure |
1829.800 |
|
Total Expenses |
11014.400 |
|
3) Profit/(Loss)
from Operations before other Income and finance Costs and exceptional Items
(1-2) |
877.000 |
|
4) Other Income |
34.400 |
|
5) Profit
/(Loss) from operations before Finance Costs and exceptional Items (3+4) |
911.400 |
|
6) Finance Costs |
530.300 |
|
7) Profit/(Loss)
from Ordinary Activities after finance costs but before exceptional items (5-6) |
381.100 |
|
8) Exceptional Item – Voluntary Retirement Compensation |
-- |
|
9) Profit/(Loss)
from Ordinary Activities before Tax (7+8) |
381.100 |
|
10) Tax Expenses |
123.600 |
|
11) Net Profit
from ordinary activities after Tax (9-10) |
257.500 |
|
12) Extraordinary Items (Net of Tax Expenses Rs.Nil) |
-- |
|
13) Net Profit/(Loss)
for the period (11-12) |
257.500 |
|
14) Paid-up equity share capital |
342.400 |
|
(Face value of Rs.10/- each) |
|
|
15) Reserves excluding Revaluation |
-- |
|
Reserves as per
balance sheet of previous accounting Year |
|
|
16)Earning Per Share |
|
|
a) Basic and diluted EPS before Extraordinary items for the period,
for the year to date and for the previous year(not to be annualised) |
7.52 |
|
b) Basic and diluted EPS after Extraordinary items for the period, for
the year to date and for the previous year(not to be annualised) |
7.47 |
|
17) Particulars of Shareholding |
|
|
Number of Shares |
16250440 |
|
Percentage of Shareholding |
47.46 |
|
Promoters and Promoter group |
|
|
a) Pledged/Encumbered |
|
|
Number of shares |
-- |
|
Percentage of Shares (as a % of the total shareholding of promoter and
promoter group) |
-- |
|
Percentage of Shares (as a % of the total share capital of the
Company) |
-- |
|
b) Non-encumbered |
|
|
Number of shares |
17993094 |
|
Percentage of Shares (as a % of the total shareholding of promoter and
promoter group) |
100.00 |
|
Percentage of Shares (as a % of the total share capital of the
Company) |
52.54 |
|
Particulars |
30.06.2012 Unaudited |
|
Quarter ended |
|
|
Investor complaints |
|
|
Pending at the beginning of the quarter |
3 |
|
Received during the quarter |
3 |
|
Disposed off during the quarter |
1 |
|
Remaining unresolved at the end of the
quarter |
2 |
Notes:
1. The above results were reviewed by the
Audit Committee and thereafter approved by the Board of Directors at their
meeting held on t" August, 2012. The Limited Review of the above Financial
Results have been carried out by the Statutory Auditors, pursuant to clause 41
of the
Listing Agreement
2. The Consolidated results of the Company
include the consolidated results of Associated CEAT Holdings Company [Private]
Limited, Sri Lanka and CEAT Bangladesh Limited (Incorporated on so" May, 2012)
Bangladesh. This has been consolidated as per Accounting Standard (AS 21).
3. Considering the organization structure,
nature of products and risk and return profile based on geographical
distribution, the Tyre Business is considered as the only reportable business
segment in accordance with the Accounting Standard (AS 17) "Segment
Reporting".
4. The figures have been regrouped /
rearranged wherever considered necessary to conform to current period / year's
classification and grouping.
FIXED ASSETS:
· Land (Freehold / Leasehold)
· Building
· Plant and Equipments
· Furniture and fixture
· Vehicles
· Office Equipments
WEBSITE DETAILS:
COMPANY OVERVIEW:
On the road since 1958, subject has run up to be
one of the best tyre manufacturers in the business. They not only make
trailblazing tyres, but also market tubes and flaps. And that's not all. At
CEAT they personify their business; tough yet smooth, secure yet ready to
explore the undaunted.
They are young and revving to go; with a
maturity that comes with years of market presence. More than 30000.000 Millions
annual turnover, an impressive list of clients and OEMs, various awards and
certificates are statistics that could speak for them. But we'd rather scorch
the road with their performance!
They believe that tyres are not just
accessories; they are the force that moves the aspirations. With them you get
to choose from a wide range of tyres that suit the needs and vehicle type. (Not
to mention, their radials are racers in the world market!) Strength is one of
the most important attributes of their products, which complements their solid
foundation as a part of RPG Enterprises. Their commitment to quality ensures
that you have a safe ride, always. So go on, defy destiny.
CORPORATE HISTORY:
- CEAT International was first
established in 1924 at Turino in
- In 1958, CEAT came to
- In 1982, the RPG Group took over CEAT
Tyres of India, and in 1990, renamed the company CEAT Limited
The journey since
have been smooth, ups and downs not withstanding. Today, they are on a roll and
looking long distance.
CURRENT MILEAGE:
·
Operations in Mumbai, Nasik & Halol plants
·
Over 6 million tyres produced every year
·
Exports to
·
Network of 37 regional offices, 8 Zones, over 3,500
dealers and more than 100 C&F agents
·
Dedicated customer service, with customer service
managers in all four divisional offices, assisted by 50 service engineers.
PRESS RELEASE
ANANT GOENKA TAKES
OVER AS MANAGING DIRECTOR, CEAT LIMITED
Mumbai, March 12, 2012: Today CEAT, an RPG Enterprise, announced the
appointment of Anant Goenka as the new Managing Director. Anant, who starts his
tenure on April 1, 2012, has been the Deputy Managing Director of the company.
Paras K. Chowdhary, the incumbent Managing Director, will be retiring
from the role. However, he will continue to be a whole time Director.
Congratulating Anant, Dr. RP Goenka, Chairman Emeritus, RPG Enterprises,
said, “Anant will add lot of value to the business due to his academic
background and skills he acquired working with other group firms and
international companies. We are happy to have him taking charge of the company
and we wish him all the best in his endeavor, to take CEAT to even greater
heights.”
On this occasion, Anant Goenka said, “I am honored to take charge of the
company from Mr. Chowdhary, who has led this company so astutely for the last
decade. My aim would be to make CEAT amongst the most profitable tyre companies
in India in the next 5 years by strengthening the CEAT brand and improving
operational efficiencies.”
He further added, “I would like CEAT to be at the leading edge of tyre
technology by focusing on Research and Development of radial tyres &
development of alternate materials”
Anant Goenka 30, is an MBA from the Kellogg School of Management and a B.Sc.
in Economics from The Wharton School. Prior to his MBA, he was associated with
CEAT Limited (CEAT) as Head of the Specialty Tyre Business. He has also worked
with Hindustan Unilever, Accenture, Mumbai and Morgan Stanley, Hong Kong. After
completing his business degrees, he joined KEC International Limited (KEC) as
Vice President (Corporate) in July 2007 and was in charge of Telecom Business,
Business Development in North America and Integrated Planning and Monitoring of
the Transmission and Distribution business. He was then elevated to the
position of Executive Director–Supply Chain which includes manufacturing,
procurement, planning, logistics and quality functions.
ABSTRACT AND
MEMORANDUM OF INTEREST UNDER SECTION 302 OF THE COMPANIES ACT, 1956
Abstract of the terms and conditions, as required under Section 302 of
the Companies Act, 1956 (the Act) in respect of the appointment of Mr. Anant
Vardhan Goenka as Managing Director and Mr. Paras Kumar Chowdhary as the Whole
Time Director, designated as the Chief Management Advisor are given below:
Abstract of terms
and conditions for appointment of Mr. Anant Vardhan Goenka:
1. The Board of Directors
(the Board) of CEAT Limited (CEAT) at its meeting held on March 12,2012,
appointed Mr. Anant Vardhan Goenka (hereinafter referred to as Mr. Goenka) as
the Managing Director of the Company for a period of five (5) years effective
from April 1, 2012 upon the terms ana conditions contained in the draft
agreement as approved by the Board at the said meeting. The Company has since
entered into the agreement in terms of the said draft with Mr. Goenka.
2. Mr. Goenka shall be
responsible for day-to-day management of the business and affairs of the
Company and shall be entitled to and accordingly shall exercise such powers
that are entrusted to him, as its Constituted Attorney, under the Articles of
Association of the Company and/or by its Board, either alone or jointly with
any other person(s) as the Board may determine from time to time.
3. Mr. Goenka shall, during
the continuance of his engagement, receive the following remuneration duly
recommended by the Remuneration Committee of the Board and approved by the
Board of Directors:
Details of
remuneration:
i. Salary:
• Rs. 4,30,000 per month
with an increase of not exceeding 10% on 1 st July every year.
ii. Management Allowance:
• Rs. 4,10,000 per month
with increase of not exceeding 10% on 1 st July every year.
iii. House Rent Allowance:
• Not exceeding 60% of
Basic Salary.
iv. Other Allowance:
• Rs. 3,75,000 per month
with increase of not exceeding 10% on 1 st July every year.
v. Performance Bonus: Not exceeding six (6) months amount of Salary
and Management Allowance.
vi. Perquisites: The Managing Director shall be entitled to the
following perquisites:
• Medical: Not exceeding
one month salary every year for self and family.
• Car/Telephone at
residence for Business Use.
• Other Perquisites: As
may be granted, monetary value of which shall not exceed Rs. 5,50,000 per
annum.
vii. In addition to the
above, the Managing Director shall be eligible for the following perquisites,
the value of which shall not be considered for computation of aggregate
remuneration for the purpose of limits prescribed under Section 198 and 269
read with Schedule XIII and other applicable provisions of the Act:
• Company's Contribution
to Provident Fund, Superannuation Fund and Annuity Fund.
• Gratuity: As per
Company Policy.
• Encashment of unavailed
leave at the end of tenure as per Company Policy.
viii. Remuneration paid to
Mr. Goenka (including Salary, Allowances, Perquisites and Retiral Benefits)
shall not exceed Rs. 4.00 crores per annum provided that the same is within the
limits provided under Section 198, 269 and 309 read with Schedule XIII and
other applicable provisions of the Act.
4. The said remuneration
may be increased or altered/varied by the Board any time on recommendation of
the Remuneration Committee, provided that the remuneration (including retiral
benefits) shall not increase Rs.4.00 crores per annum.
5. The remuneration as
recommended by the Remuneration Committee from time to time, may be paid and
the perquisites provided to Mr. Goenka, as minimum remuneration in the event of
loss or inadequacy of profit in any year, subject to such limits as may be
prescribed in Section II of Part II of the Schedule XIII of the Act, or any
modification(s) thereto and on such approvals as may be required from time to
time.
6. The Agreement between
the Company and Mr. Goenka can be terminated by either party by giving to the other
party not less than four (4) months notice in writing or by payment of four (4)
months basic salary in lieu of notice without assigning any reason. The Company
may also terminate this Agreement upon giving him one (1) months notice in
writing or by payment of one (1) month's basic salary in lieu of notice under
the following circumstances:
• If Mr. Goenka at any
time neglects or becomes unable to perform his obligations under this Agreement
in consequence of any infirmity, disability/ ill health, both physical or
mental or any accident, which in the Company's judgment has substantially
prevented him from performing his duties during any period, and/or;
• If Mr. Goenka fails to
discharge his duties under the Agreement efficiently or diligently and commits
a breach of any of his obligations hereunder.
7. The Agreement between
the Company and Mr. Goenka, shall stand terminated forthwith without payment of
any compensation, if he vacates his office as Director or resigns from the
office of Director, refuses or neglects to comply with the lawful orders given
by the Company or commits breach of the Code of Conduct of the Company.
8. Mr. Goenka shall comply
with the directions given by the Board of Directors and shall also observe the
Code of Conduct and all other Policies and Regulations framed and/or adopted by
the Company from time to time.
9. Mr. Goenka shall not
divulge or make use of any Company's secrets and any other information to any
other person and during his term and for a period of two (2) years following
expiry or termination of this Agreement and he shall not directly or indirectly
compete with the business or act detrimental to the interest of the Company or
poach any person associated with the Company.
10. Any dispute or
difference shall be referred to the Competent Court(s) located in the city/town
where the registered office of the Company is situated.
Memorandum
of Interest of Directors
None of the Directors, other than Dr. Rama Prasad Goenka, Chairman, Mr. H.
V. Goenka, Vice-Chairman and Mr. Goenka himself are concerned or interested in
the appointment of the Managing Director of the Company.
Abstract of terms
and conditions for appointment of Mr. Paras Kumar Chowdhary:
1. The Board of Directors
(the Board) of CEAT Limited (CEAT) at its meeting held on March 12,2012
appointed Mr. Paras Kumar Chowdhary (hereinafter referred to as Mr. Chowdhary)
as the Whole-time Director designated as Chief Management Advisor of the
Company for a period of one (1) year effective from April 1,2012 upon the terms
and conditions contained in the draft agreement approved at the said
meeting.Tne Company has since entered into the agreement in terms of the said
draft with Mr. Chowdhary.
2. Mr. Chowdhary shall be
responsible for the following relating to the Company:
• Long term strategy for
business development,
• Overseas expansion
Project(s)
• Technical
collaborations,
• Joint Ventures,
• New business that the
Company may enter,
• Any other
responsibility which may be given by the Board from time to time.
3. Mr. Chowdhary shall,
during the continuance of his engagement, receive the following remuneration
duly recommended by the Remuneration Committee and approved by the Board of
Directors:
i. Salary:
• Rs 9,27,280 per month
with an increase of not exceeding 10% on 1 st July 2012.
ii. Management Allowance:
• Rs 7,15,120 per month
with increase of not exceeding 10% on 1 st July 2012.
iii. Other Allowance:
• Rs 1,80,000 per month
with increase of not exceeding 10% on 1 st July 2012.
iv. Performance Bonus: Not exceeding six months amount of Salary and
Management Allowance.
v. Perquisites: The Whole-time Director (designated as the Chief
Management Advisor) shall be entitled to the following perquisites:
• Rent free accommodation
or House Rent Allowance, the perquisite value of which shall not exceed Rs
13,20,000 per annum.
• Reimbursement of gas,
electricity, water, furnishing, repairs, servant's salaries, security, society
charges, property tax and other levies/charges connected/incidental to the rent
free accommodation at actuals upto a limit of not exceeding Rs 2,75,000 per
annum.
• Medical: Not exceeding
Rs 6,00,000 per annum for self and family.
• Car/Telephone at
residence for Business Use.
• Other Perquisites: As
may be granted, monetary value of which shall not exceed Rs 6,00,000 per annum.
vi. In addition to the
above, the Whole-time Director (designated as the Chief Management Advisor)
shall be eligible for the following perquisites, the value of which shall not
be considered for computation of aggregate remuneration for the purpose of
limits prescribed under Section 198 and 269 read with Schedule Xlirancl other
applicable provisions of the Act:
• Company's Contribution
to Provident Fund, Superannuation Fund and Annuity Fund.
• Gratuity: As per
Company Policy.
• Encashment of unavailed
leave at the end of tenure as per Company Policy.
vii. Remuneration paid to
Mr. Chowdhary (including Salary, Allowances, Perquisites and Retiral Benefits)
shall not exceed Rs. 4.00 crores per annum provided that the same is within the
limits provided under Section 198,269 and 309 read with Schedule XIII and other
applicable provisions of the Act.
4. The remuneration as
recommended by the Remuneration Committee aforesaid from time to time, may be
paid and the perquisites provided to Mr. Chowdhary, as minimum remuneration in
the event of loss or inadequacy of profit in any year, subject to such limits
as may be prescribed in Section II of Part II of the Schedule XIII of the Act,
or any modification(s) thereto and on such approvals as may be required from
time to time.
5. The Agreement between
the Company and Mr. Chowdhary can be terminated by either party by giving to
the other party not less than four (4) months notice in writing or by payment
of four (4) months basic salary in lieu of notice without assigning any reason.
The Company may also terminate this Agreement upon giving him one (1) months
notice in writing or by payment of one (1) month's basic salary in lieu of
notice under the following circumstances:
• If Mr. Chowdhary at any
time neglects or becomes unable to perform his obligations under this Agreement
in consequence of any disability/ ill health, both physical or mental or any
accident, which in the Company's judgment has substantially prevented him from
performing his duties during any period, and/or;
• If Mr. Chowdhary fails to
discharge his duties under the Agreement efficiently or diligently and commits
a breach of any of his obligations hereunder.
6. The Agreement between the
Company and Mr. Chowdhary shall stand terminated forthwith without payment of
any compensation, if he vacates his office as Director or resigns from the
office of Director, refuses or neglects to comply with the lawful orders given
by the Company or commits breach of the Code of Conduct of the Company.
7. Mr. Chowdhary shall
comply with the directions given by the Board of Directors and shall also
observe the Code of Conduct and all other Policies and Regulations framed
and/or adopted by the Company from time to time.
8. Mr. Chowdhary shall not
divulge or make use of any Company's secrets and any other information to any
other person and during his term and for a period of two (2) years following
expiry or termination of this Agreement and he shall not directly or indirectly
compete with the business or act detrimental to the interest of the Company or
poach any person associated with the Company.
9. Any dispute or
difference shall be referred to the Competent Court(s) located in the city/town
where the registered office of the Company is situated.
Memorandum
of Interest of Directors
None of the Directors, except Mr. Chowdhary himself is concerned or
interested in the appointment of the Whole-time Director of the Company.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.55.34 |
|
|
1 |
Rs.88.50 |
|
Euro |
1 |
Rs.70.74 |
INFORMATION DETAILS
|
Report Prepared
by : |
BSN |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
7 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
7 |
|
--CREDIT LINES |
1~10 |
7 |
|
--MARGINS |
-5~5 |
- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
YES |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
57 |
This score serves as a reference to assess SC’s credit risk and
to set the amount of credit to be extended. It is calculated from a composite
of weighted scores obtained from each of the major sections of this report. The
assessed factors and their relative weights (as indicated through %) are as
follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest
capability for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively below
average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
- |
NB |
New Business |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.