Birla Tyres Ltd Directors Report.

FOR THE YEAR ENDED 31st MARCH, 2021

Dear Members,

The Board presents the Companys Third Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2021.

FINANCIAL RESULTS

Rs./ Crores
Particulars 31st March, 2021 31st March, 2020
Total Revenue 153.11 538.46
Profit / (Loss) before Interest, Depreciation, Tax and other (91.98) (96.87)
Amortizations ("EBIDTA") *
Less : Depreciation and Amortization Expenses 33.29 38.06
(Net of transfer from Revaluation Reserve)
Finance Costs 162.36 151.74
Profit / (Loss) before Exceptional Items and Tax (287.63) (286.67)
Exceptional Items - -
Profit / (Loss) before Tax (287.63) (286.67)
Tax Expenses - Net - -
Profit / (Loss) for the year from continuing operations (287.63) (286.67)
Profit / (Loss) before tax from discontinued operations - -
Total Profit / (Loss) for the year (287.63) (286.67)
Other Comprehensive Income (net of tax expense)
Re-measurement of Post-employment Benefit Obligations 3.85 (2.32)
Fair valuation of Equity Investments - -
Total Other Comprehensive Income / (Loss) 3.85 (2.32)
Total Comprehensive Income / (Loss) for the year (283.78) (288.99)

*EBIDTA before Other Comprehensive Income DIVIDEND

No dividend is recommended in view of the loss during the year and non-availability of any carry forward surplus.

TRANSFER TO RESERVE

In view of losses incurred, no amount has been transferred to General Reserve.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2021 amounted to R142.59 Crores. The Company has not, during the year under review, issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares.

DEPOSITS

The Company has not, during the year under review, accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with Chapter V - Acceptance of Deposits by Companies.

The Company however, during the year under review, has taken a loan of R 70 lakhs from Manjushree Khaitan, Director of the Company, for business purpose but the same is not considered as Deposits pursuant to Rule 2 (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 as the Company has received a declaration in writing from her to the effect that the aforestated amount is being given out of her personal funds.

GENERAL REVIEW OF BUSINESS PERFORMANCE AND BUSINESS IMPACT DUE TO COVID-19 PANDEMIC

The main objective of the Company is to carry on the business of manufacturing and dealing in automotive tyres.

There low economic activity during the year under review due to the impact of the Covid-19 pandemic affected our factory operations immensely which also resulted in lower turnover. The revenue for the year was R 153.11 Crores and the loss for the year was R (283.78) Crores. Since March 2020 to till date, there were negligible operations at our manufacturing unit.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI - LODR Regulations"), the Management Discussion and Analysis is enclosed as Annexure-I of this Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with the Auditors Certificate on compliance with the provisions of Corporate Governance under SEBI - LODR Regulations is enclosed as Annexure-II to this Report.

RISK MANAGEMENT

The Company has a Business Risk Management framework designed to identify and mitigate risks that has the potential to materially impact its business objectives and maintains a balance between managing risk and exploiting the opportunities. The approach of Risk Management is defined across the Company at various levels, including documentation and reporting, interspersed with diverse risk models to help identify risk trends, exposure and potential impact analysis at the corporate level.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, there were no significant or material Orders passed by Regulators / Courts / Tribunals impacting or influencing the Companys going concern status and / or its future operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

In order to ensure orderly and efficient conduct of business, the Companys Management has put in place adequate Internal Financial Control Systems which commensurate with the nature, size and complexity of its business for safeguarding the assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

An external independent firm carries out the Internal Audit of the Company and reports its findings to the Audit Committee on a regular basis. Internal Audit provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of the Annual Report.

EVALUATION OF BOARD PERFORMANCE

The performance of the Board, its Committees and each Board Member individually were subjected to evaluation during the year by the Board in line with the provisions of Section 178(2) of the Act. A brief statement on the methodology adopted during the year under review appears in the report on Corporate Governance.

As mandated under the provisions of the Act, a Meeting of all Independent Directors was convened and held during the year under review.

NUMBER OF BOARD MEETINGS

A tentative calendar of Board Meetings to take place in each financial year is prepared and circulated amongst Board Members and Key Management Personnel. During the year under review, eight Board Meetings were convened and held. These details of the same appear in the Report on Corporate Governance.

NOMINATION AND REMUNERATION POLICY

The Companys Nomination and Remuneration Policy is prepared in conformity with the requirements of Section 178(3) of the Act and is available on the website of the Company at www.birlatyre.com and, as a result, does not form part of this Report.

All recommendations of the Nomination and Remuneration Committee made during the year under review were accepted by the Board and there were no instances of any disagreement between the Committee and the Board.

AUDIT COMMITTEE

The Audit Committee is chaired by Kashi Prasad Khandelwal. Rashmi Bihani, Uma Shankar Asopa, Abhijit Ghosh and Anil Goenka are the other Members of the Committee. Chief Executive Officer and Chief Financial Officer were permanent invitees to the Meetings. The Company Secretary acts as Secretary to the Committee.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year under review were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria specified under Section 135 of the Act and applicable Rules thereto requiring to constitute a Corporate Social Responsibility Committee and formulate a Policy for this purpose.

RELATED PARTY TRANSACTIONS

As required under the SEBI - LODR Regulations, Related Party Transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.

All Related Party Transactions / Arrangements entered into by the Company during the year were on an arms length basis and in the ordinary course of business. The Company, during the year under review, has taken a loan of R 70 lakhs from Manjushree Khaitan, Director of the Company, for business purpose.

There were no materially significant Related Party Transactions entered into by the Company with the Promoters, Directors, Key Management Personnel or other designated persons which could conflict with the interest of the Company as a whole and, as such, disclosure in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 has not been made.

The Companys Related Party Transactions Policy appears on its website at www.birlatyre.com.

SUBSIDIARY AND JOINT VENTURE COMPANY

The Company does not have any Subsidiary, Associate or Joint Venture.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company had not made any investment in any body-corporate or given any guarantee or provided any security stipulated under Section 186 of the Act.

VIGIL MECHANISM

The Whistle Blower Policy of the Company is available on the website of the Company at www.birlatyre.com.

STATUTORY AUDITOR AND THEIR REPORT

Shareholders at the Companys First Annual General Meeting appointed Messrs. Deloitte Haskins & Sells, Chartered Accountants, as the Statutory Auditors of the Company for a period of five years from the conclusion of that Annual General Meeting.

In the Report of the Auditors for the year ended 31st March, 2021, forming part of this Annual Report, the Auditors have given following observations on: -

i) Note No. 39 of the Notes to Financial Statements and clause 1(e) of the Report on Other Legal and Regulatory Requirements read with clauses (vii & viii) of the Annexure B to the said Report; and

ii) Clause (v) of the Annexure B to the Independent Auditors Report.

In relation to the observation referred under point (i) above, Note No. 39 read with clause 1(e) and clauses (vii & viii) of the Annexure B referred to above are self-explanatory and in relation to the observation referred under point (ii) above, the Company during the year under review didnt accept any deposits except some advances from the customers against supply of materials. However, due to the pandemic the Company could not supply the materials in time. Therefore, the advance from the customers is lying unadjusted over one year and the same shall be adjusted in due course.

COST AUDITOR

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of the Company, as per the recommendation of Audit Committee, appointed M/s. Mani & Co., Cost Accountants, to audit the cost accounting records maintained by the Company for the Financial Year 2021-22. An appropriate Resolution has been incorporated in the Notice convening the Companys Third Annual General Meeting for ratification of remuneration of the Cost Auditors as approved by the Board on the recommendation of the Audit Committee.

SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS

In terms of Section 204 of the Act and the Rules made thereunder, the Board had appointed Ritu Bajaj, Practising Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2020-21. The Report submitted by her in MR-3 is enclosed as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. However her observations w.r.t. delay in compliance of certain SEBI - LODR Regulations are self-explanatory.

The Company has complied with Secretarial Standards formulated by the Institute of Company Secretaries of India and notified by the Central Government for implementation.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure IV and forms part of this Report. None of the employees listed in the said Annexure is related to any Director of the Company.

As per the provisions of Section 136 of the Act read with various circulars issued by MCA and SEBI from time to time, the Annual Report and Accounts are being sent through electronic mode, to those Members whose e-mail addresses are registered with the Company / Depositories, excluding the information on employees particulars as per Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. This information is readily available for inspection by Members at the Companys Registered Office between 3:00 P.M. to 5:00 P.M. on all working days (excluding Saturdays) up to the date of the forthcoming Annual General Meeting. Should any Member be interested in obtaining a copy (including through e-mail), s/he should write to the Company Secretary at the Companys Registered Office or request by e-mail at cs@birlatyre.com.

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

The Company has in place the requisite Internal Complaints Committee as envisaged under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints on the issues covered by the above Act was received during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) the Act and, based upon representations from the Management, the Board, to the best of its knowledge and belief, states that:

(a) in the preparation of the Annual Accounts, applicable accounting standards has been followed and there are no material departures.

(b) such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2021 and of the loss for that period;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) proper systems have been devised to ensure compliance by the Company with the provisions of applicable laws and that such systems were adequate and working effectively.

FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

DIRECTORS

During the year under review, following Directors had resigned from the Board:

P. Radhakrishnan (DIN: 08284551), Non-Executive Director, has tendered his resignation from the Directorship of the Company effective from 28th April, 2020 due to his other pressing commitments.

Kaushik Biswas (DIN: 06919774), Non-Executive Director, has tendered his resignation from the Directorship of the Company effective from 16th November, 2020 due to his personal reasons.

Prabal Kumar Sarkar (DIN: 03124712), Non-Executive, Independent Director, had resigned from the Board effective from 20th November, 2020.

Indrani Chakraborty (DIN: 00545029), Non-Executive, Independent Director, has tendered her resignation from the Directorship of the Company effective from 23rd November, 2020 due to her personal reasons and pre-occupation with other companies.

The Board wishes to gratefully acknowledge their invaluable contributions and guidance during their tenure as Directors of the Company.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed following persons on the Board during the period under review:

Rashmi Bihani (DIN: 07062288) was appointed as an Additional Independent Director of the Company with effect from 20th July, 2020 to hold office till the conclusion of the Second Annual General Meeting and was regularized as an Independent Director at the same Annual General Meeting held on 29th September, 2020 for a period of 3 (Three) years from the conclusion

of that AGM.

Indrani Chakraborty (DIN: 00545029) was appointed as an Additional Independent Director of the Company with effect from 31st July, 2020 to hold office till the conclusion of the Second Annual General Meeting and was regularized as an Independent Director at the same Annual General Meeting held on 29th September, 2020 for a period of 3 (Three) years from the conclusion of that AGM.

Uma Shankar Asopa (DIN: 00305010) was appointed as Additional Director of the Company with effect from 30th November, 2020 in accordance with Section 161(1) of the Act. He holds the office till the conclusion of the ensuing Annual General Meeting. A Notice under Section 160(1) of the Act has been received from a Member in writing proposing his candidature for the office of Director of the Company. An appropriate Ordinary Resolution is also being proposed at the Third Annual General Meeting to appoint him as a Non-Executive Director of the Company, liable to retire by rotation.

Abhijit Ghosh (DIN: 06485209) was appointed as Additional Independent Director of the Company with effect from 12th January, 2021 for 5 years i.e. up to 11th January, 2026 subject to approval of the Members at the ensuing Annual General Meeting. A Notice under Section 160(1) of the Act has been received from a Member in writing proposing his candidature for the office of Director of the Company. An appropriate Ordinary Resolution is also being proposed at the Third Annual General Meeting to appoint him as an Independent Director of the Company, not liable to retire by rotation.

Anil Goneka (DIN: 00432647) was appointed as Additional Independent Director of the Company with effect from 12th January, 2021 for 5 years i.e. up to 11th January, 2026 subject to approval of the Members at the ensuing Annual General Meeting. A Notice under Section 160(1) of the Act has been received from a Member in writing proposing his candidature for the office of Director of the Company. An appropriate Ordinary Resolution is also being proposed at the Third Annual General Meeting to appoint him as an Independent Director of the Company, not liable to retire by rotation.

All Independent Directors have furnished to the Company the requisite declarations that they meet the relevant independence criteria as laid down in Section 149(6) of the Act as well as the Regulation 16(1)(b) of the SEBI - LODR Regulations.

Further, they have registered themselves within the stipulated time with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Section 150 of the Act.

Manjushree Khaitan (DIN: 00055898) was appointed as Chairman & Non-Executive Director of the Company, not liable to retire by rotation, with effect from 2nd December, 2019 in the First Annual General Meeting of the Company. In order to comply with the provisions of Section 152 of the Act and Rules made thereunder and consequent to recent changes in the Board of Directors, it is proposed to change her status of Directorship from Director not liable to retire by rotation to Director liable to retire by rotation.

Brief profiles of Directors being appointed / re-appointed at the forthcoming Third Annual General Meeting have been given in the Report on Corporate Governance.

KEY MANAGERIAL PERSONNEL

The following persons functioned as Key Managerial Personnel during the year under review:

Herve Frederic Richert * Chief Executive Officer
Anirban Moulik Chief Financial Officer (till 18th November, 2020)
Anant Gupta Chief Financial Officer (w.e.f. 31st December, 2020)
Rajat Arora Company Secretary (till 4th December, 2020)
Saurabh Mantri Company Secretary (w.e.f. 31st December, 2020)

* Resigned effective closure of business hours on 10th July, 2021.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is set out in Annexure V to this Report.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There has been no material change between the end of the Financial Year and the date of this Report.

ANNUAL RETURN

In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.birlatyre.com

ANNEXURES FORMING PART OF THIS REPORT

Annexure Particulars
I Management Discussion & Analysis
II Report on Corporate Governance
III Secretarial Audit Report
IV Remuneration and other particulars as prescribed under Section 197 of the Companies Act, 2013
V Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

APPRECIATION

The Board wishes to gratefully acknowledge the understanding and support received by the Company from its employees. It wishes also to thank the Banking system, the Central Government, the various State Governments and the local authorities for the unstinted support received during the year under review.

This Report will be incomplete without a specific appreciation for the Members of the Company who have shown immense confidence and understanding in the Companys well-being.

For and on behalf of the Board of Directors

Uma Shankar Asopa Manjushree Khaitan
Director Chairman
Registered Office:
9/1 R.N. Mukherjee Road
8th Floor, Birla Building,
Kolkata - 700 001
Date: 30th July, 2021