To
The Members,
The Directors have pleasure in submitting the 26th Annual Report together
with the Audited financial statements of your Company for the year ended 31st
March, 2024.
Performance
The summary of your Company's financial performance on standalone basis is given below:
( Rs. in Lakhs)
Standalone |
Yearended 31st March, 2024 |
Year ended 31st March, 2023 |
| Revenue from Operations |
1,87,123.47 |
1,80,318.40 |
| Earnings before Interest, Taxes, |
35,543.07 |
32,256.88 |
| Depreciation & Amortisation and |
|
|
| Exceptional Item (EBITDA) |
|
|
| Interest |
529.93 |
540.07 |
| Depreciation |
3,437.37 |
3,044.24 |
| Profit before taxes and |
31,575.77 |
28,672.57 |
| Exceptional Item |
|
|
| Exceptional Item |
(155.57) |
(500.00) |
| Profit before tax |
31,420.20 |
28,172.57 |
| Tax Expense: |
|
|
| - Current Year |
6,467.37 |
7,017.39 |
| - Deferred Tax |
1,035.93 |
189.60 |
Net Profit for the year |
23,916.90 |
20,965.58 |
The summary of your Company's financial performance on consolidated basis is given
below:
( Rs. in Lakhs)
Consolidated |
Yearended 31st March, 2024 |
Year ended 31st March, 2023 |
| Revenue from Operations |
1,87,941.18 |
1,81,049.48 |
| Earnings before Interest, Taxes, |
36,277.47 |
32,854.09 |
| Depreciation & Amortisation and |
|
|
| Exceptional Item (EBITDA) |
|
|
| Interest |
582.09 |
604.83 |
| Depreciation |
3,654.83 |
3,260.74 |
| Profit before taxes and |
32,040.55 |
28,988.52 |
| Exceptional Item |
|
|
| Exceptional Item |
(155.57) |
(500.00) |
| Profit before tax |
31,884.98 |
28,488.52 |
| Tax Expense : |
|
|
| - Current Year |
6,690.65 |
7,164.75 |
| - Deferred Tax |
1,062.60 |
218.68 |
Net Profit for the year |
24,131.73 |
21,105.09 |
Transfer to Reserves
The Company has transferred a sum of Rs. 6,113.38 Lakhs to General Reserve in the
current year (previous year Rs. 5,462.66 Lakhs).
Highlights / Performance of the Company
Revenue from Operations of the Company for the year increased by 3.8% (Rs. 1,87,123.47
Lakhs in FY 2023-24 as compared to Rs. 1,80,318.40 Lakhs in FY 2022-23).
EBITDA for the year increased by 10.2% (Rs. 35,543.07 Lakhs in FY 2023-24 as compared
to Rs. 32,256.88 Lakhs in FY 2022-23). Profit after Tax for the year increased by 14.1%
(Rs. 23,916.90 Lakhs in FY 2023-24 as compared to Rs. 20,965.58 Lakhs in FY 2022-23).
Exceptional Item :
The Company acquired share capital worth Rs 806 Lakhs for 26% stake in M/s Milo Tile
LLP ("Milo") in FY 2018-19. During FY 2022-23 Milo had 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. As a
matter of abundant caution, the Company has fully provided impairment of its investment in
Milo (net of payables) to the tune of Rs. 655.57 Lakhs (Rs. 500.00 Lakhs in FY 2022-23 and
Rs. 155.57 Lakhs in FY 2023-24). The same is disclosed as an "Exceptional
Item". Without prejudice to the above, the Company is taking all necessary steps for
recovery of its Equity investment including legal recourse. Recently, the Hon'ble High
Court of Gujarat has appointed an arbitrator to adjudicate the case and the first hearing
in the matter is yet to be held.
Further, in view of the above ongoing dispute and in accordance with Ind AS 28
"Investment in Associates", the management has reclassified its Investment in
Milo from "Investments in Associates" to "Other Investments".
Dividend
Your Directors recommended a dividend of Rs. 60/- per share (1200%) [Previous year
Dividend of Rs. 50/- per share (1000%) on 1,30,05,874 Equity Shares of Rs. 5/- each fully
paid for the year ended 31st March, 2024, 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-statutory-documents/dividend-distribution-policy
During the year, the unclaimed dividend pertaining to the financial year ending 2015-16
were transferred to the Investor Education and Protection Fund.
Sanitaryware Unit
Your Company has aligned the production in response to the market demand, leveraging
all available resources effectively.
The active collaboration between workers and staff in implementing new initiatives
focused on safety, quality, delivery and cost has yielded significant improvements. This
concerted effort has led to enhanced product yield and ensured timely delivery of
products.
During the year a substaintial portion of land parcel was acquired for our greenfield
expansion Project of Sanitaryware unit.
Your Company is adhering to the best manufacturing practices to cultivate a culture of
Continuous Improvement through activities such as waste elimination, small improvements
like Kaizen, dedicated projects aimed at cost-saving and sustainability, there has been a
notable enhancement in the utilization of deployed resources.
Your company remains steadfast in its commitment to pioneering new and innovative
product designs, such as the one-piece symphonic EWC, high-end rimless Wall Hung EWC,
innovative colours and Lustre series products, through its dedicated New Product
Development (NPD) team. By institutionalizing various knowledge-sharing forums, review
mechanisms, process controls, and standard operating procedures, we have successfully
achieved repeatability and reproducibility across new SKUs.
The active participation of workmen in diverse activities such as sports days,
counselling sessions, reward and recognition programs, and various continuous improvement
initiatives is fostering a culture of positivity and trust-building at the shop floor.
This engagement not only promotes employee well-being but also enhances morale and
strengthens the bond between the workforce and the Company.
Your company remains dedicated to delivering high-quality products to our valued
customers in accordance with demand, while ensuring optimal utilization of resources. This
commitment underscores our focus on meeting customer expectations while maximizing
efficiency across our operations.
Faucet ware Unit
Your Company has shown growth, yet another year in terms of production and sales
volume, which lead the company to reach to the higher level of achievements. Company has
the culture of continual improvements and shall continue achieving the same through
various debottlenecking projects and automation of the processes.
Your Company expects even higher growth in the coming times in its Faucets business.
With this in view, as you know, company had launched new colour faucet designs in line
with the changing customer preferences and market need. We have now launched 84 additional
new products in 3 ranges which has come to total launch of more than 400 new colour SKUs.
We have developed strong capability to supply the rising demand in less than 60 days.
Your company has completed expansion with consent from government authority to operate
at the total capacity of 4.8 Million Pcs per annum. The factory holds strong Zero Liquid
Discharge status which keep it separate and unique.
Your company remains dedicated to deliver high-quality products and has enhanced its
world class manufacturing technology with new additions of Japanese CNC technology. Your
company is adhering to the best manufacturing practices to cultivate a culture of
Continuous Improvement by small improvements like Kaizen through small group activities.
Your company is committed to focus on customer expectations while maximizing operational
excellence.
Your company is committed to focus on conservation of natural resources. 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 designer bathroom
suites, wellness products, technology-based products like Smart electronic toilets,
Tankless Wall Hung closets, and One Pc EWC's with Vibe sense touchless flushing technology
and modern design tabletop basins along with wall-hung closets for retail spaces were
developed and launched.
Senator by CERA
As luxury segment is gaining traction, Senator is positioned as a high-end brand
offering new designer sanitaryware, faucets, and wellness products targeting affluent
Consumers, Architects, and Interior designers.
CERA Luxe
CERA Luxe offers premium SKUs across the diverse range of CERA Products.
Lustre by CERA
Lustre by Cera was yet another brilliant design innovation. With the market response
and increase in demand, your company increased the product offering and introduced new
stunning colours such as Dark Grey, Coffee, Beige, French Gold, Rose Gold, and Platinum.
Highest Share of voice in Media
Your company CERA used a high-impact media strategy to increase the brand reach and
consumer exposure. A combination of GEC (General Entertainment Channels) – Impact
properties and news programs used to expose our TV Campaign ‘This is your space, Play
it your way' on television to consumers and managed to be the most visible brand on TV.
Our media mix had high-frequency English / Hindi and Regional news channels. For HSM
(Hindi Speaking Market) market, your company took "Khatron Ke Khiladi" and
"Kaun Banega Crorepati" the biggest shows of Indian Television as Special
Partner and associate sponsor respectively.
For Non-HSM market, Big Boss Season-7 Telugu version was sponsored for Telangana and
Andhra Pradesh market, Big Boss Season – 10 Kannada as special partner sponsorship
for Karnataka market, and your company advertised heavily in the News channels –
Hindi, English, and Regional languages.
Brand CERA in Digital Media
Engaging with today's consumers through digital platforms is crucial, and your company
is actively evolving by implementing various digital initiatives through social media to
connect with consumers through engaging contests. Other initiatives i.e. Google display
ads, remarketing & Sustenance campaigns, and SEO were also taken to enhance brand
visibility and search presence. Additionally, your company is also supporting channel
partners by introducing a Lead Management System, which helps them get online business
leads through the company website.
Trade expansion and development with brand stores
A complete transformation of brand stores was undertaken to elevate the consumer
experience and your company successfully opened 500 new stores in the last financial year.
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 initiative created a strong brand pull in the market and gave our consumers
an experience to remember and facilitate better decision-making. CERA also opened a
company-owned Studio in Bengaluru and is coming up with new studios in Mohali and Lucknow.
Core Business
Our efforts will remain consistent and true to build our core businesses -
Sanitaryware, Faucets and Tiles.
Loyalty Program
After the huge success of the CERA Superstar Retailer loyalty program with a community
of 19,500+ retailers, your company launched CERA Star Plumber. This program achieved
remarkable success as well, with a community of over 20,000+ plumbers.
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 2023-24" and was
also recognized by ET Now Best Realty Brands 2024 and Reader's Digest Trusted Brand 2023.
Tiles Unit
Your Company made rapid strides in the Tiles segment by launching 500+ new designs.
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 energy initiative, Cera has initiated renewable
energy capabilities in 1995.The Company has energy security and stabilized power cost by
generation of electricity through renewable sources for captive use through windfarms and
solar. The current installed capacity of renewable energy through windfarms and solar
stands to 10.325 M.W.
During the year the Company has produced 148.11 Lakhs KWH power through renewal sources
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 facility. The pricing of both sources differs, 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 were renewed last financial year. 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.
Energy Conservation Project in the Existing System
- Main thrust given to kiln waste heat utilizations for Greenware and mould dryers.
- Gas pipeline and pressure regulators standardizations to operate efficiently at lower
gas pressure.
- Improvement plant efficiency led to lower consumption of energy.
- Reduction of casting drying energy consumption through area wise weekly off in place
of staggered weekly off.
- Closed heating system in place of open heating system at casting initiative helped
reduce drying time.
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.
- Slip ring induction motors replaced with High efficiency motors (IE-3)
- Energy efficient ceiling fan replaced 100% across SW and FW plant.
- LED and Optimization senser light across the plant (SW&FW).
- Timer controlled electrical equipment operations like HF Plant, Water coolers, ACs,
Street light etc.
- Improvement in power factor (Installation of Automatic power factor Bank).
- Installation of energy efficient imported electric furnace in FW division
- Periodic audit of air and energy consumption. Basis the outcome of audit both plant
took corrective actions in PW divisions
- Installation of energy efficient air compressor machines.
- Installation of new LED lights and replacement of All CFL lights
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.
• Reduction in fresh water intake from 2.5 liter per Pc to less than one litre in
the FW division.
• Reduction of hazardous solid waste generated from 45Mt to 33Mt in the last
financial year IN FW division
• Substantial reduction in the use of Chemical in the treatment of wastewater at
FW division
• Improved plant efficiency impacted lower waste generation in SW
• Safety culture through, Incdent investigations, Safety training,near miss
reporting and hazard identification.
• 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 12,000 plus trees.
• By successfully developing a fully functional rainwater-harvesting 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
Cera Sanitaryware Limited Company located at Kadi, aiming to provide sustainable
development for Society with its Corporate Social Responsibility-CSR in Kadi, Gujarat and
Kolkata, West Bengal and its surrounding areas.
During the financial year 2023-24, Cera had spent Rs. 387.14 Lakhs on various CSR
initiatives in the areas of Education, Healthcare, Rural & Urban Development, Women
empowerment & Poverty alleviation. Also aided promote sustainable development like:
Environment Protection by plantation drive more than 12000 trees aiming to enriching
Oxygen in air for healthy and clean environment to the next generation by launching Oxygen
Park first time in Kadi city. This oxygen park is a natural dense forest developed on the
base of Miyawaki method which is accepted in the world.
The district Collector of Mehsana & The Chief Election Officer -Govt. of Gujarat
has specially appreciated Cera company for donating 300 Nos. of wheelchairs to the
physically challenged voters for casting their valuable vote in Assembly election-2024.
These wheelchairs is being used by physically challenged school students of Mehsana
district after completion of election process. The Mehsana district has donated highest
wheelchairs in Gujarat state.
Cera had been received accolades from the Deputy Chief Minister of Gujarat Government
as well as Administration for implementing various CSR initiatives like : Developing of
accident-free zones, Educational facilities for the society, Setting up Healthcare
facilities strong financial support to ESIC Hospital, Government Hospital and Private
Hospitals. Cera has always been providing necessary support to the local administration
through actively association with society.
Governance at Cera
The Company believes in the values of transparency, professionalism and accountability.
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. The Company
recognizes the accountability of the Board and the importance of its decisions on its
customers, dealers, employees, shareholders and with every individual, who comes in
contact with the Company.
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/policy-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.
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 as applicable 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. 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. 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.
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
Directors and KMP
During the year under review, upon the recommendation of Nomination and Remuneration
Committee Mr. Anandh Sundar has been appointed as an Independent Director of the Company
w.e.f. 12th February, 2024 for the term of 3 years and subsequently his
appointment was approved by the members of the Company through Postal ballot process on 5th
April, 2024.
Mr. Sajan Kumar Pasari and Mr. Lalit Kumar Bohania, Non-Executive Independent Directors
completed their second and final term as Independent Directors of the Company and
consequently they ceased to be Directors of the Company with effect from the end of 31st
March, 2024.The Board placed on record its deep sense of appreciation for the contribution
made by them during their tenure as Independent Directors of the Company.
Accordingly, the Board is comprising of four Independent Directors namely, Mr. Surendra
Singh Baid, Ms. Akriti Jain, Mr. Ravi Bhamidipaty and Mr. Anandh Sundar. 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.
Mr. Ayush Bagla, Executive Director resigned from the services of the Company to pursue
new avenues, vide his letter dated 26th December, 2023. The Board of Directors
has noted and accepted his resignation and he was relieved from the services of the
Company with effect from the end of 31st March, 2024.
The Board of Directors at their meeting held on 13th May, 2024 re-appointed
Mr. Anupam Gupta as an Executive Director (Technical) for further term of three (3) years
w.e.f. 15th October, 2024, subject to the approval of the members at the
ensuing Annual General Meeting.
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 is 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.
Number of Meetings of the Board
The Board of Directors, during the financial year 2023-24 duly met 4 times on 10th
May, 2023, 3rd August, 2023, 1st November, 2023 and 12th
February, 2024, 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-VII.
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, 2024 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-
VII 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/policy-and-statutory-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.
Employee Stock Option Scheme ("ESOS")
The Board of Directors believes that Equity-based compensation schemes are effective
tools to attract, retain, motivate, and reward the critical talents working exclusively
with the Company. With the objective to motivate key employees for their contribution to
the corporate growth on sustained basis, to create an employee ownership culture, to
retain the best talent in the competitive environment and to encourage them in aligning
individual goals with that of the Company's objectives and based on the recommendation of
Nomination and Remuneration Committee (‘NRC'), the Board of Directors at their
meeting held on 8th April, 2024 approved the introduction and implementation of
‘Cera Sanitaryware - Employee Stock Option Scheme 2024' ("ESOS 2024" or
"Scheme") by the primary issuance/secondary acquisition of the shares through
trust route or both in one or more tranches by Cera Sanitaryware Employees Welfare Trust,
proposed to be settled and administered in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 and other
applicable laws and subject to the approval of the Shareholders.
The aforesaid ESOS 2024 is subject to the approval by the Members of the Company
through Postal Ballot process. The evoting for the resolutions proposed in the Postal
Ballot notice is opened from 17th April, 2024 to 16th May, 2024. The
Results of Postal Ballot will be declared within 2 working days of the 16th May,
2024.
The Nomination and Remuneration Committee plays the role of the Compensation Committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations"). The CERA Sanitaryware
Employees Welfare Trust is managed by KP Corporate Solutions Ltd, Independent Trustee.
The ESOS 2024 is for the benefit of Employee(s) working exclusively with the Company,
whether in or outside India, including any director, whether whole-time or not [excluding
the employees/ directors who are promoters and persons belonging to the promoter group,
independent directors and directors holding directly or indirectly more than 10% (Ten
percent) of the outstanding equity shares of the Company)] subject to their eligibility as
may be determined under the ESOS Scheme
Disclosure required under regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 are set out in Annexure VI to this report and are
available on the Company's website at www.cera-india.com.
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-VII 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-VIII.
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, 2024 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
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 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, 2024 was
Rs. 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 4135 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.
Deposits
The Company has not accepted 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
In terms of Section 148 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, your Company duly maintain the cost accounts and records. 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 2023-24. The Secretarial Audit Report for the year 2023-24 given by Parikh Dave &
Associates, Company Secretaries in practice is attached as a separate Annexure IX.
The Secretarial Audit Report do not contain any qualification, reservation or adverse
remark.
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, 2024 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 2023-24.
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-VII.
Appreciation
Your Directors thanks the 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.