To
The Members,
The Directors have pleasure in submitting the 25th Annual
Report together with the Audited financial statements of your Company for the year ended
31st March, 2023.
Performance
The summary of your Company's financial performance on standalone basis
is given below:
(Rs. in lakhs)
Standalone |
Yearended 31st
March, 2023 |
Yearended 31st
March, 2022 |
Revenue from Operations |
1,79,619.15 |
1,44,175.57 |
Profit (EBIDTA) before Interest,
Depreciation, Taxes & Exceptional Item |
32,256.88 |
24,402.76 |
Interest |
540.07 |
458.71 |
Depreciation |
3,044.24 |
3,043.00 |
Profit before taxes and Exceptional Item |
28,672.57 |
20,901.05 |
Exceptional Item |
(500.00) |
(573.80) |
Profit before tax |
28,172.57 |
20,327.25 |
Tax Expense: |
|
|
- Current Year |
7,017.39 |
5,197.72 |
- Deferred Tax |
189.60 |
193.55 |
Profit for the year |
20,965.58 |
14,935.98 |
The summary of your Company's financial performance on consolidated
basis is given below:
|
|
(Rs. in lakhs) |
Consolidated |
Year ended 31st
March, 2023 |
Year ended 31st
March, 2022 |
Revenue from Operations |
1,80,350.24 |
1,44,583.00 |
Profit (EBIDTA) before Interest,
Depreciation, Taxes & Exceptional Item |
32,854.09 |
25,238.00 |
Interest |
604.83 |
528.15 |
Depreciation |
3,260.74 |
3,240.74 |
Profit before taxes and Exceptional Item |
28,988.52 |
21,469.11 |
Exceptional Item |
(500.00) |
(573.80) |
Profit before tax |
28,488.52 |
20,895.31 |
Tax Expense : |
|
|
- Current Year |
7,164.75 |
5,391.30 |
- Deferred Tax |
218.68 |
209.53 |
Profit for the year |
21,105.09 |
15,294.48 |
Add: Share of Profit / (Loss) from Associate |
- |
0.76 |
Profit for the Year |
21,105.09 |
15,295.24 |
Transfer to Reserves
The Company has transferred a sum of ' 4383.93 Lakhs to General
Reserve in the current year (previous year ' 3439.58 Lakhs).
Highlights / Performance of the Company
Turnover (Net of GST) of the Company for the year increased by 24.68% ('
1,79,324.33 Lakhs in FY 2022-23 as compared to ' 1,43,826.26 Lakhs in FY 2021-22).
EBITDA for the year increased by 32.19% (' 32,256.88 Lakhs in FY
2022-23 as compared to ' 24,402.76 Lakhs in FY 2021-22).
Profit after Tax for the year increased by 40.37% (' 20,965.58
Lakhs in FY 2022-23 as compared to ' 14,935.98 Lakhs in FY 2021-22).
Exceptional Item :
During the financial year 2018-19, the Company acquired share capital
worth ' 806 Lakhs in M/s Milo Tile LLP ("Milo") which was a vendor of
tiles for the company. During financial year 2022-23 Milo has been unable to maintain
product quality parameters which has forced the Company to discontinue procuring tiles
from Milo, and raise claims based on inferior quality products supplied by Milo. The
Company has served Legal notices on Milo and the other LLP partners for violation of
certain terms of the Investment Agreement.
Considering the above as well as other available information, as a
matter of abundant caution, the management has decided to provide for an Impairment Loss
of ' 500 Lakhs in the books of accounts which has been disclosed as an
"Exceptional Item" in the financial statements. However, the Company is taking
all necessary steps for recovery of the same.
Dividend
Your Directors recommended a dividend of ' 50/- per share
(1000%) [Previous year Dividend of ' 20/- per share (400%) and Special dividend of '
15/- per share ( 300%)] on 1,30,05,874 equity shares of ' 5/- each fully paid for
the year ended 31.03.2023, to be paid subject to the approval of the members at the
ensuing Annual General Meeting.
Pursuant to the requirements of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations'), the Dividend Distribution Policy of the Company is
available on the Company's website at https://www.cera-india.com/policy-and-
statutorv-documents/dividend-distribution-policv
During the year, the unclaimed dividend pertaining to the financial
year ending 2014-15 were transferred to the Investor Education and Protection Fund.
Sanitaryware Unit
Your Company has increased its production volume based on the product
demand generated from the market, utilizing all its available resources.
Active collaboration of workmen and staff in new initiatives on safety,
quality, delivery, and cost have resulted into improved product yield and on time product
delivery.
Your Company is following best manufacturing practices for building the
culture of Continuous Improvement. The major activities that include waste elimination,
KAIZEN, dedicated projects on cost saving and sustainability, has improved the utilization
of deployed resources.
Your Company is committed towards developing new and innovative product
design including one-piece EWC, high end and rimless Wall Hung EWC, Lustre series products
etc, through its dedicated product NPD team.
Institutionalization of various knowledge sharing forums, review
mechanisms, process controls and standard operating procedures has helped in achieving
repeatability and reproductibility of new SKUs.
Workmen are actively participating in activities like sports day,
counselling, reward and recognition and various continuous improvement activities,
generating positive vibes and trust building at shop floor.
Your Company will continue to deliver the high-quality products to its
valued customer as per demand, making optimum utilization of the resources.
Faucet ware Unit
Your Company has witnessed growth in terms of production and sales
volume, which lead the company to reach to the optimum level of achievements. Company
shall continue achieving the same through various debottlenecking projects, SOP
compliances and automation of the processes.
Your Company expects even higher growth in the coming times in its
Faucets business. With this in view, company has launched new colour faucet designs in
line with the changing customer preferences and market need. A total of 330 new products
were launched during the year.
Company will also emphasis the development and sale of WATER saving
products which are very crucial for the sustenance of environment and preservation of
ecosystem. There are close to 48% of products offering in the portfolio which can also be
offered as water saving products.
Bathware Unit
Your Company continued launches of new products and designs. New
technology-based products like Smart electronic toilet, Tankless Wall Hung closets and One
Pc EWC's with Vibe sense touchless flushing technology and modern design table top basins
along with wall hung closets for retail spaces were developed and launched.
Senator by CERA
Senator was re-introduced with latest collection of premium bathroom
suites, bringing together sophisticated designs and quality sanitaryware products to
create truly artistic spaces.
Lustre by CERA
Lustre by Cera was yet another brilliant design innovation that your
company is proud to have. A range of colour faucets, sanitaryware, showers and bath
accessories designed to splash character and charisma into the modern Indian bathroom
space.
Highest Share of voice in Media
Your company CERA used high impact media strategy to increase the brand
reach and consumer exposure. A combination of GEC (General Entertainment Channels) -
Impact properties and news program used to expose the new TV Campaign This is
your space, Play it your way? on television to consumers. Campaign started in Oct
2022 end where we advertised our new Television Commercial Advertisement featuring brand
ambassadors, style icons - Kiara Advani and Vijay Deverakonda. Our media mix had high
frequency
Hindi / English news channels. For HSM (Hindi Speaking Market) market,
your company took "Kaun Banega Crorepati" the biggest show of Indian Television
as associate sponsor, in addition CERA also sponsored popular show like "India
Idol". For Non HSM market, Big Boss Season-6 Telugu version was sponsored for
Telangana and Andhra Pradesh market, Big Boss Season - 9 Kannada as special partner
sponsorship for Karnataka market, and in last quarter your company advertised heavily in
News channels - Hindi, English and Regional languages.
Brand CERA in Digital Media
India's youth spend lot of time on social media, so to reach out to our
young consumers your company also took lot of engagement initiatives such as social media
topical / product post and consumer participation fun contest. Other initiatives were also
taken to increase brand recall and search i.e. Google display ads, remarketing and
sustenance campaigns, Search engine optimization, Search engine maximization and others.
Trade expansion and development with brand stores
A complete retail expansion program was launched with a view to
increase exclusive / non-exclusive brand stores and deliver ultimate consumer experience.
CERA focused to support channel partners by helping them to build brand
stores - Cera Style Galleries, Cera Style Hub, Cera Style Centre, Cera Tile Galleries and
Cera Tile Centres. This created a strong brand visibility in the market and give our
consumers an experience to remember and facilitate better decision making. CERA also
revamped the Mumbai & Kadi company owned Style studio, and have plans for Chandigarh,
Bengaluru and Morbi going ahead.
Core Business
Our efforts will remain consistent and true to build our core
businesses - Sanitaryware, Faucet and Tiles.
Loyalty Program
CERA Superstar, a loyalty program launched for retailer / sub dealer to
reward the purchases made by Retailers from our CERA's authorised dealers. The program
became super successful and we build the community of 15000+ retailers.
Skill development and Training
CERA rigorously conduct training sessions to upskill the knowledge of
plumbers and masons. This enables them to get better wages, resolve customer query
satisfactorily and install products hassle- free. CERA thrives to bring One Culture One
Communication among all employees in the organisation, hence various training sessions
organised for workers and employees on One culture.
Awards
CERA won the most affiliated awards such as "Super brand
2023" and was also recognized for Realty + INEX Awards 2023 Marketing Campaign of the
Year and Brand of the Year.
Tiles Unit
Your Company made rapid strides in the Tiles segment by launching 500+
new designs.
Joint Ventures
M/s Anjani Tiles Limited ceased to be a subsidiary of the Company
effective from 23rd March, 2023 upon receiving the entire consideration as per
the terms of MOU and SPA (Share Purchase Agreement) executed in FY 2021-22.
M/s Milo Tile LLP, an associate LLP of the Company, is in to
manufacturing of high-end vitrified Tiles. During the current financial year, Milo has
been unable to maintain product quality parameters which has forced the Company to
discontinue procuring tiles from Milo, and raise claims based on inferior quality products
supplied by Milo. The Company has served Legal notices on Milo and the other LLP partners
for violation of certain terms of the Investment Agreement.
Packaging Unit
CERA holds 51% stake in Joint Venture unit i.e. Packcart Packaging LLP
for manufacture of corrugated boxes which has now achieved full utilisation of production.
The products are now available on a just in time basis, built to the exact specifications
for the Company.
Polymer Unit
The Joint venture for Polymer Products unit i.e. Race Polymer Arts LLP
for manufacturing of seat covers and cisterns has reached optimum capacity of its
production during the year. Cera holds 51% Stake. The quality products are available and
capacity utilization has increased gradually during the year.
Green Energy Unit
As a part of national policy and Green initiative, which was initiated
in 1995, Company has energy security and stabilized power cost by generation of
electricity through non-conventional sources for captive use through wind and solar.
The current installed capacity of Non-Conventional Energy unit of the
Company stands to 10.325 M.W.
The non-conventional Wind and Solar Power has produced 124.82 lakhs KWH
for captive use.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
Conservation of energy
The Company has two sources of its main energy, viz. Natural Gas - GAIL
and Sabarmati Gas Ltd., for operating its Sanitaryware plant. The pricing of both sources
differ, as GAIL sources gas from isolated wells in and around Cera's manufacturing
facility, and is able to contract gas at a lower price over prevailing market pricing.
Medium term contracts with these suppliers are renewed on a periodic basis. For energy
conservation, the company has installed fuel efficient burners to control gas consumption
and in addition to this, every effort is made by the company to adapt any technological
developments in energy conservation.
The second energy, viz. electricity, required for running the
machineries, is supplied by the local Discom. To compensate the energy consumption by way
of electricity, your Company has an installed capacity of Wind Turbines of 8.325 MW and
Solar Plants of 2.00 MW which generates about most of the Company's electricity
requirement and this gets offset against monthly consumption of the energy bill.
Technology absorption and foreign exchange earnings and outgo
The information on technology absorption and foreign exchange earnings
and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014, is annexed herewith as a separate Annexure-
III.
Environmental Social Governance (ESG)
Cera follows a holistic approach towards Environmental, Social and
Governance matters. Cera values the trust reposed by its stakeholders including customers,
the communities in which it operates and society at large and has strived hard to protect
and preserve their interests.
Environment at Cera
Cera is highly committed to ensuring zero environmental impact due to
its operations. The Company stringently adheres to norms governing reduction of emissions,
pollution control and other environmental aspects. Some of the broad initiatives
undertaken by the Company include:
Installation of a rooftop solar power system (one of the largest
in the Kadi region), which has gone a long way in substantially reducing the carbon
footprint.
Cera has managed to stabilize power cost by generating
electricity through non-conventional sources (wind and solar) for captive use; as of FY23,
its total installed non-conventional energy capacity stood at 10.325 MW, which produced
124.82 lakh units. Maximum of its energy needs are met through renewable energy.
In its initiative to conserve biodiversity, the Company has
undertaken plantation of over 10,000 plus trees.
By successfully developing a fully functional
rainwaterharvesting system, Cera has managed to reduce dependence on ground water usage.
Further, by recycling water used for the manufacturing process the Company has reduced the
water intensity of its operations.
Cera Faucet ware has upgraded the Zero Liquid discharge plant to
meet the requirement of higher norms of the government.
Under the initiative of Waste Minimization and Waste
Utilization', the Company has been undertaking numerous measures. Some of these measures
include recycling of solid and liquid and ZLD (zero liquid discharge), high energy
efficient rated machines, compliance to pollution norms and awareness generation among
employees etc. Majority of the waste generated in the company's operations is recycled and
the balance is disposed-off safely. The Company has also installed a Effluent Treatment
Plant at both of its facilities.
Social dimension at Cera
For the past several years, Cera has been actively involved in various
social welfare activities. Over a span of 5 years, Cera has spent more than ' 15
crore for development within Kadi district (a tier 3 developing industrial area) and
surrounding areas. Additionally, the Company at regular intervals provides necessary
safety and skill up-gradation training to its permanent as well as its contractual
employees. The Company has systems in place to ensure no child labour, forced or
involuntary labour at its facilities. During the financial year 2022-2023, the Company has
spent ' 300.03 Lakhs towards CSR activities mainly in the areas of education,
healthcare, rural development, woman empowerment and eradicating hunger. Cera has received
appreciation from Ex Dy CM of Gujarat for driving various CSR initiatives like promoting
environment, propagating accident-free zones, educational facilities for the society,
setting up health care facilities at various hospitals. Government authorities have
appreciated CERA on World TB Day to serve the TB Patients; for setting up robust
technological set up at ESIC hospitals & Bhagyoday Private hospital. Cera has been
involved with Collector and Commissioners for excavating ponds at nearby villages.
Governance at Cera
Adhering to the best Corporate Governance practices has been a strong
endeavor of the Company since its inception. The organization strongly believes that there
is a direct association between good corporate governance practices and stakeholder value
enhancement. To ensure protection of interests of all stakeholders of the Company, Cera
has adopted various strict governance related policies to the best governance practices.
Its policy relating to ethics, bribery and corruption serves as the guiding philosophy for
its employees. The Company also has a whistle blower policy in place, which provides a
platform to all employees, vendors and customers to report any suspected fraud or error or
confirmed incident of fraud / misconduct. Through prudent strategies the Company has
optimized asset utilization and preserved the collective funds at its disposal by avoiding
unrelated diversification or over-ambitious expansion. By ensuring fair and ethical
dealings with all stakeholders, the Company has a robust track record of Corporate
Governance practices.
Going ahead, the Company aspires to continue deepening its focus
towards the environmental social governance (ESG) aspect in the organization and create a
sustainable future for all its stakeholders.
Subsidiary Company
The Company has two Subsidiary LLPs namely Packcart Packaging LLP &
Race Polymer Arts LLP.
There are no associate companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act"). Further there has been no material change in
the nature of business of the subsidiary. The Company does not have any material
subsidiary. The Policy on Material Subsidiary framed by the Board of Directors of the
Company is available on Company's website at the link https://
www.cera-india.com/corporate/policv-for-determining- materialsubsidiary
Those Shareholders who are interested in obtaining a copy of the
audited annual financial statements of the subsidiary may write to the Company. The
Audited financial statements of subsidiaries are available on the website of the Company
www.cera-india.com
Pursuant to the provisions of Section 129, 134 and 136 of the Companies
Act, 2013 with rules made thereunder and Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has prepared consolidated
financial statements of the Company and salient features of the financial statement of the
subsidiaries is set out in the prescribed form AOC-1 forming part of this Annual Report.
Pursuant to the Resolution passed at the Board Meeting held on 5th
August, 2021 the Company had decided to divest the Company's entire stake in Anjani
Tiles Limited, a subsidiary company and accordingly a Memorandum of Understanding (MOU)
was executed on 17th August, 2021 by and amongst Cera Sanitaryware Limited
(Cera), Anjani Vishnu Holdings Ltd (AVHL) (Joint Venture Partner and Acquirer Company) and
Anjani Tiles Limited (ATL) (Subsidiary Company) for a total consideration of '
2,869.20 Lakhs.
The Company, AVHL and ATL also entered in to Share Purchase Agreement
(SPA) dated 26th August, 2021 pursuant to which the Company agreed to sell all
the Equity and Preference Shares held by it in ATL to AVHL.
As on 31st March, 2022, the Company's shareholdings in
Equity and Preference shares in ATL were presented as Non-current Assets classified as
Held for Sale as per Indian Accounting Standard - 105 - "Non-current Assets Held for
Sale and Discontinued Operations".
The consequential impairment loss of ' 573.80 Lakhs due to above
arrangements was recognised in the Statement of Profit and Loss as Exceptional Item in the
financial year ended 31st March, 2022.
As on 31st March, 2023, the total consideration of '
2,869.20 Lakhs has been fully realised (' 643 Lakhs in financial year 2021-22 and the
balance consideration of ' 2,226.20 Lakhs in financial year 2022-23).
Accordingly, Anjani Tiles Limited has ceased to be a subsidiary of the
Company. Apart from this, no other company has become or ceased to be subsidiaries, joint
ventures or associate companies during the financial year 2022-23.
Particulars of contracts or arrangements with related parties
All transactions entered with Related parties as defined under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 during the financial year were in the ordinary course of business and on
an arm's length basis, the details of which are included in the notes forming part of the
financial statements.
There were no material related party transactions entered during the
year. Accordingly, information in form AOC - 2 is not annexed. Further no materially
significant related Party transactions were made by the Company with Directors, Key
Managerial Personnels or other Designated Persons, which may have a potential conflict
with the interest of the Company at large. All related party transactions were placed
before the Audit Committee and also the Board for approval. The Company has framed a
policy on RPTs for the purpose of identification, approval and monitoring of such
transactions. The policy on Related Party Transactions is hosted on the Company's website
at https://www.cera-india.com/policy- and-statutory-documents/related-party-transaction
Corporate Social Responsibility
Your Company has always laid emphasis on progress with social
commitment. We believe strongly in our core values of empowerment and betterment of not
only the employees but also our communities.
CERA believes that real progress occurs when privileges are balanced
with the responsibilities towards society. CERA has always laid emphasis on progress with
a social commitment. CERA believe strongly in core values of empowerment and betterment of
not only their employees but also of society/ communities. Following this principle, Late
Shri Vidush Somany, our Company's Executive Director had laid the foundation of a
comprehensive approach towards promoting and facilitating various aspects of surrounding
communities. CERA CSR Policy focuses on six thrust areas in which CSR activities are
planned - a) eradicating hunger and malnutrition b) promoting healthcare including
preventive health care c) promoting education, including special education d) employment
enhancing vocational skills among women e) empowering rural women f) Rural Development.
Following this principle the Company had laid the foundation of a comprehensive approach
towards promoting and facilitating various aspects of our surrounding communities.
As required under Section 135 of the Companies Act, 2013 and to
demonstrate the responsibilities towards Social upliftment in structured way, the Company
has formed a Policy to conduct the task under CSR, during the year. The Board has approved
a policy for Corporate Social Responsibility and same has been uploaded on the website
i.e. https://www.cera-india.com/policy-and-statutory-
documents/corporate-social-responsibility-policy
A brief Report on Corporate Social Responsibility (CSR) Activities
alongwith Annexure as per Rule 8 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed as a separate Annexure-IV and separate activity wise CSR
Report has been annexed as Annexure -II to this report..
Directors and KMP
During the year under review and upon the recommendation of Nomination
and Remuneration Committee Shri Ravi Bhamidipaty has been appointed as an Independent
Directors of the Company w.e.f. 4th August, 2022 for the term of 3 years and
subsequently his appointment was approved by the members of the Company through Postal
ballot process on 21st October, 2022. Accordingly, the Board is comprising of
five Independent Directors namely, Shri Sajan Kumar Pasari, Shri Lalit Kumar Bohania, Shri
Surendra Singh Baid, Ms. Akriti Jain and Shri Ravi Bhamidipaty.
They will not retire by rotation. All Independent Directors have given
declarations that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the circumstances which may affect their
status as Independent director during the year under review and have also confirmed that
they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence. The Company keeps
informed independent directors about changes in the Companies Act, 2013 and rules and
other related laws from time to time and their role, duties and responsibilities. Term of
Ms. Akriti Jain an Independent Director will expire on 31st March, 2024,
necessary resolution proposing her reappointment as Independent Director for further term
of five years is proposed for the approval by the members at the ensuing Annual General
meeting of the Company. The Board recommends her appointment for approval of the members
of the Company.
The Board of Directors have appointed Shri Anupam Gupta as an Executive
Director (Technical) of the Company for period of 3 years w.e.f. 15th October,
2021 and Shri Ayush Bagla as an Executive Director for a period of three years w.e.f. 14th
May, 2022 and Shri Vikram Somany as Chairman and Managing Director for a period of five
years w.e.f. 1st July, 2022 and simultaneously the members at their 24th
Annual General Meeting held on 30th June, 2022 approved their
appointments/re-appointments.
Shri Ayush Bagla, is liable to retire at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment.
The resolutions proposing the reappointment of the Directors are set
out in the notice convening Annual General Meeting for approval of members. The Board
recommends for approval of the same.
Brief resume of the director who are proposed to be reappointed at the
ensuring Annual General meeting, as required as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard is provided in the
notice convening this Annual General Meeting of the Company.
Shri Rajesh B. Shah, Chief Financial Officer of the Company who had
attained the age of superannuation, has retired from the services w.e.f. close of working
hours of 31st March, 2023. The Board of Directors have appointed Shri Vikas
Kothari (who was working as Deputy Chief Financial Officer), as Chief Financial Officer of
the Company w.e.f. 1st April, 2023.
Number of Meetings of the Board
The Board of Directors, during the financial year 2022-23 duly met 4
times on 10th May, 2022, 4th August, 2022, 7th November,
2022, and 2nd February, 2023 in respect of these meetings, proper notices were
given and the proceedings were properly recorded and signed in the Minutes Book maintained
for the purpose.
Audit Committee
The Company has constituted Audit Committee in terms of the
requirements of the Act and rules framed thereunder and applicable listing regulations.
For details please refer Corporate Governance Report attached as a separate Annexure-VI.
Directors? Responsibility Statement
In compliance of Section 134(5) of the Companies Act, 2013, the
Directors of your Company confirm:
that in the preparation of annual accounts, the applicable
accounting standards have been followed and there are no material departures;
that such accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on 31st
March, 2023 and of the Profit of the Company for the year ended on that date;
that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
that the annual accounts have been prepared on a going concern
basis;
that internal financial controls have been laid down to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
that proper systems have been devised to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Rules made
thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has
carried the evaluation of its own performance, individual directors, its committees and
Key Managerial Personnel, on the basis of attendance, contribution and various criteria as
recommended by the Nomination and Remuneration Committee of the Company.
The performance of Non-Independent Directors (including the
chairperson) and the Board as whole was also evaluated by the Independent Directors at the
separate meeting of Independent Directors of the Company. The Directors expressed their
satisfaction with the evaluation process.
Policy on Directors appointment and remuneration
Criteria determining the qualifications, positive attributes and
independence of Directors.
Independent Directors
Qualifications of Independent Director.
An Independent director shall possess appropriate skills,
qualifications, experience and knowledge in one or more fields of finance, law,
management, marketing, administration, corporate governance, operations or other
disciplines related to the Company's business.
Positive attributes of Independent Directors.
An independent director shall be a person of integrity, who possesses
knowledge, qualifications, experience, expertise in any specific area of business,
integrity, level of independence from the Board and the Company etc. Independent Directors
are appointed on the basis of requirement of the Company, qualifications & experience,
expertise in any area of business, association with the Company etc. He / She should also
devote sufficient time to his/her professional obligations for informed and balanced
decision making; and assist the Company in implementing the best corporate governance
practices.
Independence of Independent Directors.
An Independent director should meet the requirements of Section 149(6)
of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the
Board of Directors for the same every year.
Other Directors and Senior Management
The Nomination and Remuneration Committee shall identify and ascertain
the qualifications, expertise and experience of the person for appointment as Director or
at Senior Management level and recommend to the Board for his / her appointment.
The Company shall not appoint or continue the employment of any person
as Whole-time Director or Senior Management Personnel if the evaluation of his / her
performance is not satisfactory. Other details are disclosed in the Corporate Governance
Report under the head Nomination and Remuneration Committee and details of Remuneration
(Managing Director / Whole Time Director(s) and Non-Executive Directors) are attached as a
separate Annexure- VI to this Report.
Familiarisation Programme for Independent Directors
The Directors are regularly informed during meetings of the Board and
Committees on the business strategy, business activities, manufacturing operations,
regulatory updates and issues faced by the ceramic industry. The Directors when they are
appointed are given a detailed orientation on the Company, industry, regulatory matters,
business & financial matters, human resource matters and corporate social
responsibility. The details of Familiarisation programmes provided to the Independent
Directors of the Company are available on the Company's website
https://www.cera-india.com/ policv-and-statutorv-documents/familiarization-programme
Remuneration / Commission from Holding or Subsidiary Company
Managing Director or Whole Time Director are not receiving any
remuneration / commission from any Holding Company or Subsidiary Company.
Remuneration Policy
This Nomination and Remuneration Policy ("Policy") provides
the framework and key guiding principles to be followed in for appointment and
determination of remuneration of Directors, Key Managerial Personnel and Senior management
personnel.
This Policy is to establish and govern the procedure applicable:
a) To evaluate the performance of the members of the Board.
b) To ensure remuneration to Directors, KMP and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals.
c) To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive advantage.
The said Policy is available on the website of the Company http:/
www.cera-india.com/sites/default/files/2022-05/Nomination-and- Remuneration-policy.pdf
Managerial Remuneration and Employees
Details required pursuant to Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 are enclosed separate as an Annexure-V.
Details of employees required pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as a separate
Annexure, however it is not being sent along with this annual report to the members of the
Company in line with the provisions of Section 136 of the Companies Act, 2013 and rules
made there under. Members who are interested in obtaining these particulars may write to
the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is
also available for inspection by members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General Meeting during the business hours
on working days.
Company has not offered its shares to its employees under ESOS during
the year under review.
Company has not sanctioned loan to any of its employees for purchase of
Company's shares under any scheme.
Corporate Governance and Management Discussion and Analysis
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, report on Corporate Governance and Management discussion and Analysis
have been included in this Annual Report per separate Annexure-VI and Annexure-I
respectively.
Business Responsibility and Sustainability Report ("BRSR")
As required under Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, Business Responsibility and Sustainability
Report forms part of the Directors' Report and is enclosed as separate Annexure-VII.
Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of
Annual Return of the Company for the financial year ended 31st March, 2023 will
be placed on the Company's website at www.cera-india.com.
Particulars of Loans, guarantees or investments u/s 186.
No loan, guarantee or security has been provided by the Company during
the year under review. Details of Investments covered u/s 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.
Risk Management Policy
The Board has approved and implemented Risk Management Policy of the
Company including identification and element of risks. Pursuant to amendments in SEBI
(Listing Obligations and Disclosure Requirements Regulations), 2015, the Board of
Directors of the Company has constituted the Risk Management Committee having its scope
and functions as per Risk Management policy. The Committee shall also review cyber
security matters of the company at various levels and also take necessary actions from
time to time to mitigate the cyber risk to the Company in accordance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The committee is responsible
for reviewing the risk management plan and ensuring its effectiveness.
The risk management system is designed to safeguard the organisation
from various risks through adequate and timely action. It is designed to anticipate,
evaluate and mitigate risks in order to minimise its impact on the business.
The Risk Management system is also overseen by the Audit Committee /
Board of Directors of the Company on a continuous basis. The major risks identified by the
businesses are systematically addressed through mitigation actions on a continual basis.
Internal Control System and its adequacy
The Company has internal control system commensurate with the size,
scale and complexity of its business operations. The scope and functions of Internal
Auditor are defined and reviewed by the Audit committee. The Internal Auditor reports to
the Chairman of the Audit Committee. The Internal Auditor assesses opportunities for
improvement of business processes, systems and controls, to provide recommendations, which
can add value to the organization.
Share Capital
The paid-up Equity Share Capital as on 31st March, 2023 was '
650.29 Lakhs. During the year under review the Company has not issued any shares. No
shares with differential voting rights, stock or sweat equity shares were issued by the
Company during the year under review.
During the year the Company has transferred 5031 Equity Shares to
Investor Education and Protection Fund, pursuant to the provisions of sections 124 &
125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016.
Exchequer
The Company has contributed ' 20,658.61 Lakhs to the exchequer
by way of GST, customs duty, Income tax, VAT and other fiscal levies.
Deposits
The Company has not accepted and not renewed any deposits falling
within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
Finance
During the year under review, the Company does not have any long term
loans/debts from Financial Institutions and Banks. The Company is availing Working Capital
facility from State Bank of India.
During the year there is no default in payment of loan facility availed
from Bank or Financial Institution, therefore details of difference between amount of
valuation done at the time of one time settlement and valuation done while taking loan
from bank or financial institutions is not applicable.
Statutory Auditors and their Observations
Singhi & Co., Chartered Accountants are the statutory auditors of
the Company. They are appointed for a period of five years, from the conclusion of 24th
AGM till the conclusion of the 29th AGM (AGM of financial year 2026-27).
The Auditors' Report to the members for the financial year under review
does not contain any qualification, reservation or adverse remark or disclaimer.
Cost Records and Cost Auditors
The Company is required to maintain cost records under Companies (Cost
Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the
Company. The Company has appointed K.G. Goyal & Co., as Cost Auditors for conducting
cost audit for the year 2023-24.
As required by the Companies Act, 2013, the remuneration payable to the
Cost Auditor is required to be placed before the members in General Meeting for their
ratification. Accordingly, a resolution seeking ratification of the remuneration payable
to M/s. K.G. Goyal & Co., as approved by the Audit Committee and Board is included in
the Notice convening the Annual General Meeting of the Company.
Secretarial Audit
Pursuant to provisions of Section 204 of Companies Act, 2013 and rules
made there under, the Company had appointed Parikh Dave & Associates, Practicing
Company Secretaries a peer reviewed firm to undertake the Secretarial Audit of the Company
for the year 2022-23. The Secretarial Audit Report for the year 2022-23 given by Parikh
Dave & Associates, Company Secretaries in practice is attached as a separate Annexure
VIII. The Secretarial Audit Report do not contain any qualification, reservation or
adverse remark for the financial year ended on 31st March, 2023.
Reporting of Frauds
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of fraud committed in the Company by
its Officers or Employees to the Audit Committee and / or Board under section 143(12) of
the Act.
Secretarial Standards
The Company is complying with the applicable Secretarial Standards.
Insurance
Your Company has adequately insured all its properties including Plant
and Machinery, Building and Stocks.
Industrial Relations
The Company had executed bilateral agreement for duration of four year
with workmen with detailed quantification of fixed and variable wages. A similar agreement
on completion of the previous agreement's tenure was signed under section 2(p) 18(1) of
Industrial Disputes Act, 1947, for 4 years with workers Union on 4th August,
2021 which became effective from 1st September, 2021. The new wage agreement
was executed in harmonious environment.
The Company has adequate skilled & trained workforce for its
various areas of operations and the skills upgradation of which is being done on
continuous basis for improving the plant operations and quality process.
The Company has taken sufficient measures to maintain Industrial Health
and Safety at its workplace for employees as laid in the Gujarat State Factories Rules,
1963. The Company is also complying and maintaining all applicable Industrial and Labour
laws / rules.
The Company has in place a Policy against Sexual Harassment at
workplace in line with the requirement of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have
been set up to redress complaints received regarding sexual harassment. The Company has
not received any complaints during the year under the Sexual Harassment of Women at
workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has organized 2
workshops under the said Act during the year under review.
Material changes affecting financial position of the Company
No material changes or commitments, affecting the financial position of
the Company have occurred between the end of the financial year of the Company to which
the financial statements relate, i.e. 31st March, 2023 and the date of the
Board's Report.
There is no application pending under the Insolvency and Bankruptcy
Code 2016 against the Company.
Change in nature of business
No changes have been made in nature of business carried out by the
Company during the financial year 2022-23.
Orders passed by Regulatory Bodies or Courts
No regulatory body or court or tribunal has passed any significant and
material orders impacting the going concern status and operations of the Company.
Vigil Mechanism
The Company has implemented Vigil Mechanism. For details please refer
Corporate Governance Report attached as a separate Annexure-VI.
Appreciation
Your Directors thank the Financial Institutions and Bankers for
extending timely assistance in meeting the financial requirements of the Company. They
would also like to place on record their gratitude for the co-operation and assistance
given by State Bank of India and various departments of both State and Central
Governments.
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