About
Asian Paints Ltd
Asian Paints Ltd is India's largest, Asia's third largest and World's 9th largest paint company. The company, along with their subsidiaries, has operations in 22 countries globally with 27 paint manufacturing facilities servicing consumers in 65 countries through Berger International, SCIB Paints, Apco Coatings and Taubmans. Asian Paints manufactures a wide range of paints for decorative and industrial use. The products of the company include ancilliaries, automotive, decorative paints, and industrial paints. The company has manufacturing plants in Maharashtra, Gujarat, Andhra Pradesh, Uttar Pradesh, Tamil Nadu and Haryana.
In Decorative paints, the company is present in all the four segments, namely Interior Wall Finishes, Exterior Wall Finishes, Enamels and Wood Finishes. They have also introduced many innovative concepts in the Indian paint industry like Colour Worlds (Dealer Tinting Systems), Home Solutions (painting solutions Service), Kids World (painting solutions for kid's room), Colour Next (Prediction of Colour Trends through in-depth research) and Royale Play Special Effect Paints, just to name a few.
Asian Paints Ltd was incorporated in the year 1945. In the year 1965, the name of the company was changed to Asian Paints (India) Pvt Ltd. In the year 1973, the company was converted into a public limited company. In the year 1972, they undertook a major modernization programme to streamline the paint production facilities by improving the layout of machines, addition to balancing equipment and replacement of old machinery to meet the demand.
In the year 1985, the Company had set up a third paint unit at Patancheru, a notified backward area near Hyderabad, for the manufacture of 15,000 MT of paints and enamels. Also, they entered into a collaboration agreement with Nippon Paints Company Ltd, Japan, to obtain technical know-how to manufacture powder coating and coil coatings. In the year 1987, the company commissioned a plant for the manufacture of synthetic rubbers lattices with a capacity of 1,200 tonnes per annum. Also, the company in association with Tamil Nadu Industrial Development Corporation (TIDCO) promoted a joint sector company under the name of Pentasia Chemicals Ltd (PCL), for the purpose of manufacture 3,000 TPA of pentaerythritol and 1,800 TPA of sodium formate.
In the year 1990, the company promoted two joint venture companies, namely Asian Paints (South Pacific) Ltd, in Fiji and Asian Paints (Tonga) Ltd. Apart from this, the company formulated two more joint ventures under the names and styles of Asian Paints (Nepal) Pvt Ltd and Asian Paints (S.I.) Ltd. In May 1991, the company acquired 19,10,000 equity shares of Pentasia Chemicals Ltd from TIDCO and thus PCL became a subsidiary of the company.
During the year 1992-93, the company installed and commissioned the manufacturing facilities for the powder coatings with a capacity of 300 MT at Kasna plant. In the year 1993, they set up a joint venture unit along with their overseas subsidiaries, in Queens land, Australia for manufacture of paints, enamels and varnishes. In the year 1994, Pentasia Chemicals Ltd was amalgamated with the company with effect from October 1, 1994. In the year 1995, the company set up a joint venture unit for the manufacture of paints, enamels and varnishes in the Republic of Mauritius.
In the year 1996, the company and PPG Industries, Inc. of USA set up a joint venture company namely Asian PPG Industries Pvt Ltd to market and/or manufacture automotive paints and certain Industrial products. In the year 1998, they introduced three new products, NC range of wood finishes, ACE Exterior Emulsion and Asian wall putty. Also, they launched a new marketing thrust with the introduction of a one-stop Colour shop for paints complete with software for consumers to choose and select their different shade combinations. They launched their first exclusive showroom in Mumbai.
In the year 1999, the company acquired 76% of equity stake in Sri Lanka-based Delmege Forsyth & Co (Paints) Ltd. In the year 2000, they launched two variants in polyurethane (PU) wood finish under the brand name Opal. They opened a manufacturing plant in Oman in partnership with a local company. Also, they acquired the entire paints business of Pacific Paints Company based in Australia for over of Rs. 1 crore. In the year 2001, the company introduced Utsav Enamel for the festival season.
In 2002, the company revamped their international operations and transferred shares in their subsidiaries in Fiji, Tonga, Solomon Island, Vanuata, Australia and the Sultanate of Oman to the Mauritius based subsidiary Asian Paints International. Also, they acquired controlling stake of 50.1% in Berger International, Singapore, for the consideration of Rs. 58 crore. In the year 2003, the company through their Singapore-based subsidiary, Berger International, signed a technology and brand licensing agreement with PT Abadi Coatings Solusi, an Indonesian paint company. Also, they acquired Taubmans Paints (Fiji) Ltd through their subsidiary, Asian Paints (South Pacific) Ltd in Fiji.
During the year 2003-04, Pentasia Investments Ltd, a wholly owned subsidiary of the company was amalgamated with the company. In the year 2004, the company launched paint solutions for kids. In January 2005, they set up a new paint plant at Sriperumbudur, in Tamil Nadu and commenced commercial production. In the year 2006, the company commissioned a manufacturing facility for powder coatings at Baddi, Himachal Pradesh. In September 2007, the company tailored their first exclusive industrial coatings manufacturing facility at Taloja in Maharashtra, with an installed capacity of 14,000 KL per annum. During the year 2007-08, the company commissioned the polymer plant in Sriperumbudur. Also, they commenced expansion of the Sriperumbudur plant. Also, Asian Paints (International) Ltd, the company's direct subsidiary divested their entire stake in Asian Paints (Queensland) Pty Ltd, Australia.
During the year 2008-09, the company made a tie up with Dupont USA to co-brand the Royale range of Emulsions with Teflon, the product synonymous with toughness and durability. The company commenced introducing a new chain of 'Colour ideas' where retail outlets have been modified to offer slice of the 'Signature Store' thereby providing the same inspiration to consumers in process of designing their homes. The first two stores have been inaugurated at Hyderabad and Chennai.
During the year, the company increased the capacity of the Sriperumbudur Plant to 100,000 KL per annum. Also, they commissioned the Distribution Centres at Kasna Plant and Ankleshwar Plant. Asian Paints (International) Ltd, the company's direct subsidiary, purchased the balance 49% stake in Asian Paints (Tonga) Ltd for a consideration of TOP 646,800 (approx. USD 314,000) making it a wholly owned subsidiary.During the year 2009-10, the company increased the capacity of Sriperumbudur Plant in Tamil Nadu to 140,000 KL per annum. They procured land for setting up a manufacturing facility for Decorative Paint in Kesurdi, Maharashtra. As per the scheme of amalgamation, Technical Instruments Manufacturers (India) Ltd (TIM), a 100% subsidiary of the company was amalgamated with the company with effect from April 1, 2009. In April 12, 2010, the company commissioned the first phase of sixth Decorative paint plat at Rohtak, Haryana as a cost of approx. Rs 500 crore with an initial capacity of 150,000 KL per annum.
During the year 2010-11, the company augmented the synthetic resins and polymer capacity by 50,000 MT. The company launched a number of new products. Water based wood finishes launched in North India would be launched across the country in a phased manner. New textured finishes for the exteriors - Duracast Pebbletex and Crosstex were launched and met with good response from builders/ contractors for large projects.
During the year, the company approved the plans to enhance its 14 year relationship with PPG Industries Inc. (PPG), to accelerate growth of their non-decorative coatings businesses in India. As part of this arrangement, the company and PPG will expand their existing non-decorative coatings presence in India by expanding their current 50-50 joint venture relationship, Asian PPG Industries Ltd (APPG), and also establish a second 50-50 joint venture.
The company decides to increase the installed capacity at the Rohtak Plant from 150,000 KL per annum to 200,000 KL per annum. The company commenced the construction at Khandala near Pune (in Maharashtra) for the seventh Decorative Paints plant with an initial capacity of 300,000 KL per annum of paints with an investment of around Rs. 1000 crore. The plant will be commissioned sometime around the last quarter of FY 2012-13. The Khandala plant can be expanded to 400,000 KL per annum later.
Asian Paints with its intent to enter the Home Improvement and Decor space in India acquired 51% stake in Sleek International Private Limited (Sleek), a kitchen solutions provider in August 2013. Mumbai-based Sleek Group is a major organised player in the modern kitchen space and is engaged in the business of manufacturing, selling and distributing kitchens, kitchen components including wire baskets, cabinets, appliances, accessories, etc, with pan India presence.
In June 2014, Asian Paints acquired the entire front and sales business including Brands, Network and Sales Infrastructure of Ess Ess Bathroom products Pvt Ltd. Ess Ess is a prominent player in the bath fittings business.
On 3 April 2017, Berger International Private Limited (BIPL), Singapore, an indirect subsidiary of Asian Paints completed the acquisition of 100% controlling stake in Causeway Paints Lanka (Private) Limited, Sri Lanka (CPLPL), a key player in the Sri Lanka coatings market.
On 5 September 2017, PT Asian Paints Indonesia, Indonesia (PT API) a wholly owned subsidiary of Berger International Private Limited, Singapore (an indirect subsidiary of the Asian Paints) commenced manufacturing operations with a capacity of 5,000 tons per annum on a single shift basis in Jawa Barat region in Indonesia.
On 11 December 2017, Asian Paints acquired the entire remaining 49% stake in kitchen solution provider company Sleek International Private Limited from the Ahuja family, thereby making it a wholly-owned subsidiary of the company.
During the year 2018 under review, in order to consolidate, the Company's investments in overseas subsidiary companies, Asian Paints (International) Limited, Mauritius, wholly owned subsidiary was amalgamated with the Company pursuant to an Order dated 29th November, 2017 passed by the Mumbai Bench of the Hon'ble National Company Law Tribunal pursuant to Sections 230 to 232 and 234, other applicable provisions of the Companies Act, 2013 and any other applicable Regulations. The appointed date for the Scheme of amalgamation was 1st January, 2017.
The merger was effective 15th January, 2018 after obtaining necessary approvals including approval from the Registrar of Companies, Mauritius.
The company acquired the balance 49% of the paid up share capital of Sleek International Private Limited (Sleek) from the Ahuja family for a consideration of Rs 50 Crore. Sleek became a wholly owned subsidiary of the Company.
The Company also acquired 100% stake in Reno Chemicals Pharmaceuticals & Cosmetics Private Limited (Reno) for an amount of Rs 159.52 crore with an objective of using the land and building of Reno to meet the Company's growing infrastructure requirements.
The Company also fully exited from its operations in the Caribbean region carried on through Lewis Berger (Overseas Holdings) Limited (LBOH), United Kingdom, indirect subsidiary of the Company, for a consideration of Rs 189.16 crore (approx). The divestment was with an objective to focus on its international presence in growing geographies across the continents of Asia and Africa.
During the year 2018, the Company resolved to expand the existing paint manufacturing capacity at its unit situated at Ankleshwar, Gujarat, from 1,30,000 KL to 3,00,000 KL per annum and to augment the manufacturing capacity of synthetic resins and emulsions from existing 32,000 MT to 85,000 MT (approx.) over a span of the next 3 - 4 years. The said expansion and augmentation would involve phasing out the current Phthalic Anhydride and its allied products manufactured at this facility. The Company is awaiting necessary approvals from statutory authorities and will thereafter work on this project in a phased manner.
During the Year 2019 under review, the Board of Directors at their meeting held on 9th May, 2019, have, inter alia, approved the following investments approximately in accordance with the applicable provisions of law: (i) Rs 300 crore by way of subscription of equity shares of Asian Paints International Private Limited (APIPL), Singapore, wholly owned subsidiary of the Company, for the purpose of meeting funding requirements of its step down operating subsidiaries; and (ii) Rs 80 crore by way of subscription of equity shares of Sleek International Private Limited (Sleek), wholly owned subsidiary of the Company, to meet its requirements towards capital expenditure and working capital.
During 2019, the Company commenced commercial production of water based paints and intermediaries at Mysuru Plant situated in the state of Karnataka, with an initial capacity of 3 (three) lakh KL p.a., having ultimate capacity of 6(six) lakh KL p.a. and at Vishakhapatnam Plant situated in the state of Andhra Pradesh, with an initial capacity of 3 (three) lakh KL p.a., having ultimate capacity of 5(five) lakh KL p.a.
During the year 2020 under review, The Board of Directors of the Company at their meeing held on 22nd January, 2020, approved the Scheme of Amalgamation of Reno Chemicals Pharmaceuticals & Cosmetics Private Limited (Reno), wholly owned subsidiary of the Company with the Company, subject to necessary statutory and regulatory approvals, including approval of the National Company Law Tribunal, Mumbai. The proposed Amalgamation is, inter alia, to maintain a simple corporate structure, eliminate duplicate corporate procedures and reduce multiplicity of legal and regulatory compliances between both the companies. There is no consideration involved as the entire share capital of Reno is held by the Company along with its nominees. The appointed date for the Scheme of Amalgamation is 1st April, 2019 or such other date as may be approved by the National Company Law Tribunal (NCLT) and the Scheme shall be effective from the last date of receipt of all approvals, permissions as may be required or filing of necessary certified copies of Orders under the applicable section(s) of the Act with the Registrar of Companies, Maharashtra at Mumbai. The NCLT vide its Orders dated 22nd April, 2020 and 27th April, 2020, inter alia admitted the Scheme of Amalgamation.
Asian Paints International Private Limited, Singapore (APIPL), wholly owned subsidiary of the Company divested its entire stake in Berger Paints Singapore Pte Limited, Singapore (BPS), wholly owned subsidiary of APIPL to Omega Property Investments Pty Ltd, Australia, for a consideration of approx Rs 20.81 crore on 17th September, 2019. BPS had a limited presence in the Singapore coatings market and was not material in overall Company's international operations.
The company also continued to focus on building capacity across units to support our growth ambitions. The expansion project of the existing plant in Indonesia progressed on schedule. Work also commenced on the companies second plant in Bangladesh. Capacity expansion was completed in Sri Lanka, Nepal and the UAE. The Company has also completed a blueprint for future expansion in Nepal.
The Company has 23 subsidiaries and 2 joint-venture companies as on 31 March 2021.
The Company Petition filed for amalgamation of Reno Chemicals Pharmaceuticals & Cosmetics Private Limited, Company's wholly owned subsidiary with the Company was admitted on 26 April, 2021 by Hon'ble National Company Law Tribunal, Mumbai (NCLT).
With effect from 01 April, 2021, indirect subsidiary of the Company, Asian Paints (Lanka) Limited amalgamated with Causeway Paints Lanka (Private) Limited.
Asian Paints (Tonga) Limited has ceased its business operations w.e.f. 10 December, 2020 and liquidated all its assets & liabilities. The name of the Company was struck off from the Business Registries Office, Kingdom of Tonga on 29 January, 2021.
On 02 September 2021, the National Company Law Tribunal, Mumbai approved the scheme of amalgamation of Reno Chemicals Pharmaceuticals and Cosmetics Private Limited, wholly owned subsidiary of the Company, with the Company. Pursuant to the necessary filings with the Registrars of Companies, Mumbai, the scheme has become effective from 17 September 2021 with the appointed date of 01 April 2019.
During the quarter ended 30 September 2021, the Company made additional equity investment of Rs 79.99 crore in Sleek International Private Limited, a wholly owned subsidiary of the Company.
Asian Paints Ltd
Company History
Asian Paints Ltd is India's largest, Asia's third largest and World's 9th largest paint company. The company, along with their subsidiaries, has operations in 22 countries globally with 27 paint manufacturing facilities servicing consumers in 65 countries through Berger International, SCIB Paints, Apco Coatings and Taubmans. Asian Paints manufactures a wide range of paints for decorative and industrial use. The products of the company include ancilliaries, automotive, decorative paints, and industrial paints. The company has manufacturing plants in Maharashtra, Gujarat, Andhra Pradesh, Uttar Pradesh, Tamil Nadu and Haryana.
In Decorative paints, the company is present in all the four segments, namely Interior Wall Finishes, Exterior Wall Finishes, Enamels and Wood Finishes. They have also introduced many innovative concepts in the Indian paint industry like Colour Worlds (Dealer Tinting Systems), Home Solutions (painting solutions Service), Kids World (painting solutions for kid's room), Colour Next (Prediction of Colour Trends through in-depth research) and Royale Play Special Effect Paints, just to name a few.
Asian Paints Ltd was incorporated in the year 1945. In the year 1965, the name of the company was changed to Asian Paints (India) Pvt Ltd. In the year 1973, the company was converted into a public limited company. In the year 1972, they undertook a major modernization programme to streamline the paint production facilities by improving the layout of machines, addition to balancing equipment and replacement of old machinery to meet the demand.
In the year 1985, the Company had set up a third paint unit at Patancheru, a notified backward area near Hyderabad, for the manufacture of 15,000 MT of paints and enamels. Also, they entered into a collaboration agreement with Nippon Paints Company Ltd, Japan, to obtain technical know-how to manufacture powder coating and coil coatings. In the year 1987, the company commissioned a plant for the manufacture of synthetic rubbers lattices with a capacity of 1,200 tonnes per annum. Also, the company in association with Tamil Nadu Industrial Development Corporation (TIDCO) promoted a joint sector company under the name of Pentasia Chemicals Ltd (PCL), for the purpose of manufacture 3,000 TPA of pentaerythritol and 1,800 TPA of sodium formate.
In the year 1990, the company promoted two joint venture companies, namely Asian Paints (South Pacific) Ltd, in Fiji and Asian Paints (Tonga) Ltd. Apart from this, the company formulated two more joint ventures under the names and styles of Asian Paints (Nepal) Pvt Ltd and Asian Paints (S.I.) Ltd. In May 1991, the company acquired 19,10,000 equity shares of Pentasia Chemicals Ltd from TIDCO and thus PCL became a subsidiary of the company.
During the year 1992-93, the company installed and commissioned the manufacturing facilities for the powder coatings with a capacity of 300 MT at Kasna plant. In the year 1993, they set up a joint venture unit along with their overseas subsidiaries, in Queens land, Australia for manufacture of paints, enamels and varnishes. In the year 1994, Pentasia Chemicals Ltd was amalgamated with the company with effect from October 1, 1994. In the year 1995, the company set up a joint venture unit for the manufacture of paints, enamels and varnishes in the Republic of Mauritius.
In the year 1996, the company and PPG Industries, Inc. of USA set up a joint venture company namely Asian PPG Industries Pvt Ltd to market and/or manufacture automotive paints and certain Industrial products. In the year 1998, they introduced three new products, NC range of wood finishes, ACE Exterior Emulsion and Asian wall putty. Also, they launched a new marketing thrust with the introduction of a one-stop Colour shop for paints complete with software for consumers to choose and select their different shade combinations. They launched their first exclusive showroom in Mumbai.
In the year 1999, the company acquired 76% of equity stake in Sri Lanka-based Delmege Forsyth & Co (Paints) Ltd. In the year 2000, they launched two variants in polyurethane (PU) wood finish under the brand name Opal. They opened a manufacturing plant in Oman in partnership with a local company. Also, they acquired the entire paints business of Pacific Paints Company based in Australia for over of Rs. 1 crore. In the year 2001, the company introduced Utsav Enamel for the festival season.
In 2002, the company revamped their international operations and transferred shares in their subsidiaries in Fiji, Tonga, Solomon Island, Vanuata, Australia and the Sultanate of Oman to the Mauritius based subsidiary Asian Paints International. Also, they acquired controlling stake of 50.1% in Berger International, Singapore, for the consideration of Rs. 58 crore. In the year 2003, the company through their Singapore-based subsidiary, Berger International, signed a technology and brand licensing agreement with PT Abadi Coatings Solusi, an Indonesian paint company. Also, they acquired Taubmans Paints (Fiji) Ltd through their subsidiary, Asian Paints (South Pacific) Ltd in Fiji.
During the year 2003-04, Pentasia Investments Ltd, a wholly owned subsidiary of the company was amalgamated with the company. In the year 2004, the company launched paint solutions for kids. In January 2005, they set up a new paint plant at Sriperumbudur, in Tamil Nadu and commenced commercial production. In the year 2006, the company commissioned a manufacturing facility for powder coatings at Baddi, Himachal Pradesh. In September 2007, the company tailored their first exclusive industrial coatings manufacturing facility at Taloja in Maharashtra, with an installed capacity of 14,000 KL per annum. During the year 2007-08, the company commissioned the polymer plant in Sriperumbudur. Also, they commenced expansion of the Sriperumbudur plant. Also, Asian Paints (International) Ltd, the company's direct subsidiary divested their entire stake in Asian Paints (Queensland) Pty Ltd, Australia.
During the year 2008-09, the company made a tie up with Dupont USA to co-brand the Royale range of Emulsions with Teflon, the product synonymous with toughness and durability. The company commenced introducing a new chain of 'Colour ideas' where retail outlets have been modified to offer slice of the 'Signature Store' thereby providing the same inspiration to consumers in process of designing their homes. The first two stores have been inaugurated at Hyderabad and Chennai.
During the year, the company increased the capacity of the Sriperumbudur Plant to 100,000 KL per annum. Also, they commissioned the Distribution Centres at Kasna Plant and Ankleshwar Plant. Asian Paints (International) Ltd, the company's direct subsidiary, purchased the balance 49% stake in Asian Paints (Tonga) Ltd for a consideration of TOP 646,800 (approx. USD 314,000) making it a wholly owned subsidiary.During the year 2009-10, the company increased the capacity of Sriperumbudur Plant in Tamil Nadu to 140,000 KL per annum. They procured land for setting up a manufacturing facility for Decorative Paint in Kesurdi, Maharashtra. As per the scheme of amalgamation, Technical Instruments Manufacturers (India) Ltd (TIM), a 100% subsidiary of the company was amalgamated with the company with effect from April 1, 2009. In April 12, 2010, the company commissioned the first phase of sixth Decorative paint plat at Rohtak, Haryana as a cost of approx. Rs 500 crore with an initial capacity of 150,000 KL per annum.
During the year 2010-11, the company augmented the synthetic resins and polymer capacity by 50,000 MT. The company launched a number of new products. Water based wood finishes launched in North India would be launched across the country in a phased manner. New textured finishes for the exteriors - Duracast Pebbletex and Crosstex were launched and met with good response from builders/ contractors for large projects.
During the year, the company approved the plans to enhance its 14 year relationship with PPG Industries Inc. (PPG), to accelerate growth of their non-decorative coatings businesses in India. As part of this arrangement, the company and PPG will expand their existing non-decorative coatings presence in India by expanding their current 50-50 joint venture relationship, Asian PPG Industries Ltd (APPG), and also establish a second 50-50 joint venture.
The company decides to increase the installed capacity at the Rohtak Plant from 150,000 KL per annum to 200,000 KL per annum. The company commenced the construction at Khandala near Pune (in Maharashtra) for the seventh Decorative Paints plant with an initial capacity of 300,000 KL per annum of paints with an investment of around Rs. 1000 crore. The plant will be commissioned sometime around the last quarter of FY 2012-13. The Khandala plant can be expanded to 400,000 KL per annum later.
Asian Paints with its intent to enter the Home Improvement and Decor space in India acquired 51% stake in Sleek International Private Limited (Sleek), a kitchen solutions provider in August 2013. Mumbai-based Sleek Group is a major organised player in the modern kitchen space and is engaged in the business of manufacturing, selling and distributing kitchens, kitchen components including wire baskets, cabinets, appliances, accessories, etc, with pan India presence.
In June 2014, Asian Paints acquired the entire front and sales business including Brands, Network and Sales Infrastructure of Ess Ess Bathroom products Pvt Ltd. Ess Ess is a prominent player in the bath fittings business.
On 3 April 2017, Berger International Private Limited (BIPL), Singapore, an indirect subsidiary of Asian Paints completed the acquisition of 100% controlling stake in Causeway Paints Lanka (Private) Limited, Sri Lanka (CPLPL), a key player in the Sri Lanka coatings market.
On 5 September 2017, PT Asian Paints Indonesia, Indonesia (PT API) a wholly owned subsidiary of Berger International Private Limited, Singapore (an indirect subsidiary of the Asian Paints) commenced manufacturing operations with a capacity of 5,000 tons per annum on a single shift basis in Jawa Barat region in Indonesia.
On 11 December 2017, Asian Paints acquired the entire remaining 49% stake in kitchen solution provider company Sleek International Private Limited from the Ahuja family, thereby making it a wholly-owned subsidiary of the company.
During the year 2018 under review, in order to consolidate, the Company's investments in overseas subsidiary companies, Asian Paints (International) Limited, Mauritius, wholly owned subsidiary was amalgamated with the Company pursuant to an Order dated 29th November, 2017 passed by the Mumbai Bench of the Hon'ble National Company Law Tribunal pursuant to Sections 230 to 232 and 234, other applicable provisions of the Companies Act, 2013 and any other applicable Regulations. The appointed date for the Scheme of amalgamation was 1st January, 2017.
The merger was effective 15th January, 2018 after obtaining necessary approvals including approval from the Registrar of Companies, Mauritius.
The company acquired the balance 49% of the paid up share capital of Sleek International Private Limited (Sleek) from the Ahuja family for a consideration of Rs 50 Crore. Sleek became a wholly owned subsidiary of the Company.
The Company also acquired 100% stake in Reno Chemicals Pharmaceuticals & Cosmetics Private Limited (Reno) for an amount of Rs 159.52 crore with an objective of using the land and building of Reno to meet the Company's growing infrastructure requirements.
The Company also fully exited from its operations in the Caribbean region carried on through Lewis Berger (Overseas Holdings) Limited (LBOH), United Kingdom, indirect subsidiary of the Company, for a consideration of Rs 189.16 crore (approx). The divestment was with an objective to focus on its international presence in growing geographies across the continents of Asia and Africa.
During the year 2018, the Company resolved to expand the existing paint manufacturing capacity at its unit situated at Ankleshwar, Gujarat, from 1,30,000 KL to 3,00,000 KL per annum and to augment the manufacturing capacity of synthetic resins and emulsions from existing 32,000 MT to 85,000 MT (approx.) over a span of the next 3 - 4 years. The said expansion and augmentation would involve phasing out the current Phthalic Anhydride and its allied products manufactured at this facility. The Company is awaiting necessary approvals from statutory authorities and will thereafter work on this project in a phased manner.
During the Year 2019 under review, the Board of Directors at their meeting held on 9th May, 2019, have, inter alia, approved the following investments approximately in accordance with the applicable provisions of law: (i) Rs 300 crore by way of subscription of equity shares of Asian Paints International Private Limited (APIPL), Singapore, wholly owned subsidiary of the Company, for the purpose of meeting funding requirements of its step down operating subsidiaries; and (ii) Rs 80 crore by way of subscription of equity shares of Sleek International Private Limited (Sleek), wholly owned subsidiary of the Company, to meet its requirements towards capital expenditure and working capital.
During 2019, the Company commenced commercial production of water based paints and intermediaries at Mysuru Plant situated in the state of Karnataka, with an initial capacity of 3 (three) lakh KL p.a., having ultimate capacity of 6(six) lakh KL p.a. and at Vishakhapatnam Plant situated in the state of Andhra Pradesh, with an initial capacity of 3 (three) lakh KL p.a., having ultimate capacity of 5(five) lakh KL p.a.
During the year 2020 under review, The Board of Directors of the Company at their meeing held on 22nd January, 2020, approved the Scheme of Amalgamation of Reno Chemicals Pharmaceuticals & Cosmetics Private Limited (Reno), wholly owned subsidiary of the Company with the Company, subject to necessary statutory and regulatory approvals, including approval of the National Company Law Tribunal, Mumbai. The proposed Amalgamation is, inter alia, to maintain a simple corporate structure, eliminate duplicate corporate procedures and reduce multiplicity of legal and regulatory compliances between both the companies. There is no consideration involved as the entire share capital of Reno is held by the Company along with its nominees. The appointed date for the Scheme of Amalgamation is 1st April, 2019 or such other date as may be approved by the National Company Law Tribunal (NCLT) and the Scheme shall be effective from the last date of receipt of all approvals, permissions as may be required or filing of necessary certified copies of Orders under the applicable section(s) of the Act with the Registrar of Companies, Maharashtra at Mumbai. The NCLT vide its Orders dated 22nd April, 2020 and 27th April, 2020, inter alia admitted the Scheme of Amalgamation.
Asian Paints International Private Limited, Singapore (APIPL), wholly owned subsidiary of the Company divested its entire stake in Berger Paints Singapore Pte Limited, Singapore (BPS), wholly owned subsidiary of APIPL to Omega Property Investments Pty Ltd, Australia, for a consideration of approx Rs 20.81 crore on 17th September, 2019. BPS had a limited presence in the Singapore coatings market and was not material in overall Company's international operations.
The company also continued to focus on building capacity across units to support our growth ambitions. The expansion project of the existing plant in Indonesia progressed on schedule. Work also commenced on the companies second plant in Bangladesh. Capacity expansion was completed in Sri Lanka, Nepal and the UAE. The Company has also completed a blueprint for future expansion in Nepal.
The Company has 23 subsidiaries and 2 joint-venture companies as on 31 March 2021.
The Company Petition filed for amalgamation of Reno Chemicals Pharmaceuticals & Cosmetics Private Limited, Company's wholly owned subsidiary with the Company was admitted on 26 April, 2021 by Hon'ble National Company Law Tribunal, Mumbai (NCLT).
With effect from 01 April, 2021, indirect subsidiary of the Company, Asian Paints (Lanka) Limited amalgamated with Causeway Paints Lanka (Private) Limited.
Asian Paints (Tonga) Limited has ceased its business operations w.e.f. 10 December, 2020 and liquidated all its assets & liabilities. The name of the Company was struck off from the Business Registries Office, Kingdom of Tonga on 29 January, 2021.
On 02 September 2021, the National Company Law Tribunal, Mumbai approved the scheme of amalgamation of Reno Chemicals Pharmaceuticals and Cosmetics Private Limited, wholly owned subsidiary of the Company, with the Company. Pursuant to the necessary filings with the Registrars of Companies, Mumbai, the scheme has become effective from 17 September 2021 with the appointed date of 01 April 2019.
During the quarter ended 30 September 2021, the Company made additional equity investment of Rs 79.99 crore in Sleek International Private Limited, a wholly owned subsidiary of the Company.
Asian Paints Ltd
Directors Reports
Dear Members,
The Board of Directors are pleased to present the 75 th
Integrated Annual Report of the Company along with the audited financial statements
(standalone and consolidated) for the financial year 2020-21.
FINANCIAL RESULTS
RESULTS FOR THE FINANCIAL YEAR |
Standalone |
Consolidated |
2020-21 |
2019-20 |
Growth (%) |
2020-21 |
2019-20 |
Growth (%) |
Revenue from Operations |
18,516.86 |
17,194.09 |
7.7% |
21,712.79 |
20,211.25 |
7.4% |
Earning Before Interest, Taxes, Depreciation and
Amortisation |
4,859.51 |
4,214.58 |
15.3% |
5,158.65 |
4,466.08 |
15.5% |
Less : Finance Costs |
71.66 |
78.38 |
|
91.63 |
102.33 |
|
Less : Depreciation and Amortisation Expense |
697.47 |
689.97 |
|
791.27 |
780.50 |
|
Profit For the period before share of profit
in associate |
4,090.38 |
3,446.23 |
18.7% |
4,275.75 |
3,583.25 |
19.3% |
Share of profit of Associate |
- |
- |
|
28.60 |
50.74 |
|
Profit before exceptional items & tax |
4,090.38 |
3,446.23 |
|
4,304.35 |
3,633.99 |
|
Exceptional Items** |
- |
33.20 |
|
- |
- |
|
Profit before Tax |
4,090.38 |
3,413.03 |
19.8% |
4,304.35 |
3,633.99 |
18.4% |
Less : Tax Expense |
1,037.87 |
759.08 |
|
1,097.60 |
854.85 |
|
Profit for the period from continuing
operations |
3,052.51 |
2,653.95 |
15.0% |
3,206.75 |
2,779.14 |
15.4% |
Profit before tax from discontinued operations |
- |
- |
|
- |
(5.73) |
|
Tax expense of discontinued operations |
- |
- |
|
- |
(0.78) |
|
Profit for the period from discontinued
operations |
- |
- |
|
- |
(4.95) |
|
Profit for the period |
3,052.51 |
2,653.95 |
15.0% |
3,206.75 |
2,774.19 |
15.6% |
Attributable to: |
|
|
|
|
|
|
Shareholders of the company |
3,052.51 |
2,653.95 |
15.0% |
3,139.29 |
2,705.17 |
16.0% |
Non-Controlling Interest |
- |
- |
|
67.46 |
69.02 |
|
Other Comprehensive Income (net of tax) |
50.53 |
50.40 |
|
(5.68) |
58.31 |
|
Total Comprehensive Income |
3,103.04 |
2,704.35 |
14.7% |
3,201.07 |
2,832.50 |
13.0% |
Attributable to: |
|
|
|
|
|
|
Shareholders of the company |
3,103.04 |
2,704.35 |
14.7% |
3,143.42 |
2,755.61 |
14.1% |
Non-Controlling Interest |
- |
- |
|
57.65 |
76.89 |
|
Opening balance in Retained Earnings |
4,974.64 |
4,424.53 |
|
5,204.64 |
4,604.60 |
|
Amount available for Appropriation |
8,023.17 |
7,068.66 |
|
8,339.68 |
7,299.35 |
|
Dividend |
|
|
|
|
|
|
Interim - FY 2020-21 |
321.35 |
- |
|
321.35 |
- |
|
Interim - FY 2019-20 |
- |
1,007.16 |
|
- |
1,007.16 |
|
Final - FY 2019-20 |
143.88 |
- |
|
143.88 |
- |
|
Final - FY 2018-19 |
- |
733.79 |
|
- |
733.79 |
|
Tax on Dividend |
- |
353.07 |
|
- |
353.07 |
|
Transfer to General Reserve |
- |
- |
|
- |
- |
|
Transfer to other Reserve |
- |
- |
|
0.43 |
0.69 |
|
Closing balance in Retained Earnings |
7,557.94 |
4,974.64 |
|
7,874.02 |
5,204.64 |
|
"Comprise of impairment provision towards investment made in Sleek
International Private Limited & Maxbhumi Developers Limited, wholly owned subsidiary
companies of the Company of Rs. 29.7 crores and Rs. 3.5 crores respectively.
COMPANY PERFORMANCE OVERVIEW
During the financial year 2020-21:
During the financial year 2020-21, revenue from operations on
standalone basis increased to Rs. 18,516.86 crores as against Rs. 17,194.09 crores in the
previous year - a growth of 7.7%.
Cost of goods sold as a percentage to revenue from operations
decreased to 54.5% as against 55.3% in the previous year.
Employee cost as a percentage to revenue from operations
increased to 6.1% ( Rs. 1,128.66 crores) as against 5.7% (? 985.43 crores) in the previous
year.
Other expense as a percentage to revenue from operations
decreased to 15.2% ( Rs. 2,812.48 crores) as against 16.5 % ( Rs. 2,845.44 crores) in the
previous year.
The Company has contributed approximately a sum of Rs. 10 crores
towards COVID-19 pandemic related relief activities.
The Profit after Tax for the current year is Rs. 3,052.51 crores
as against Rs. 2,653.95 crores in the previous year - a growth of 15.0%.
On a consolidated basis, the group achieved revenue of Rs.
21,712.29 crores as against Rs. 20,21 1.25 crores - a growth of 7.4%. Net profit after
non-controlling interest for the group for the current year is Rs. 3,139.29 crores as
against Rs. 2,705.17 crores in the previous year - a growth of 16.0%.
TRANSFER TO RESERVES
During the year under review, there was no amount transferred to any of
the reserves by the Company.
DIVIDEND
The Board of Directors at their meeting held on 12th May,
2021, has recommended payment of Rs. 14.50 (Rupees fourteen and paise fifty only) (1450%)
per equity share of the face value of Rs. 1 (Rupee one only) each as final dividend for
the financial year ended 31st March, 2021. The payment of final dividend is
subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of
the Company.
During the year under review, the Board of Directors of the Company at
their meeting held on 22nd October, 2020, declared an Interim dividend of Rs.
3.35 (Rupees three and paise thirty five only) (335%) per equity share of the face value
of Rs. 1 (Rupee one only) each. The interim dividend was paid to the shareholders on 12th
November, 2020.
The total dividend amount for the financial year 2020-21, including the
proposed final dividend, amounts to Rs. 17.85 (Rupees seventeen and paise eighty five
only) per equity share of the face value of Rs. 1 (Rupee one only) each
[total dividend payout for the FY 2020-21 amounting to Rs. 1,712.17
crores (Rupees one thousand seven hundred twelve crores and seventeen lakhs only)] as
against the total dividend of Rs. 12 (Rupees twelve only) per equity share of the face
value of Rs. 1 (Rupee one only) each paid for the previous financial year 2019-20 [total
dividend payout for the FY 2019-20 amounting to Rs. 1,151.04 crores (Rupees one thousand
one hundred fifty one crores and four lakhs only)].
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the Shareholders. The Company
shall, accordingly, make the payment of the final dividend after deduction of tax at
source.
The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") is available on the
Company's website: https://www. asianDaints.com/more/investors/Dolicies-Droarams.html.
The dividend payout ratio of the Company since last three financial
years is more than 50%.
UNCLAIMED DIVIDEND
Pursuant to the applicable provisions of the Companies Act, 2013
("the Act") read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), during
the year, unpaid or unclaimed dividend amounting to Rs. 1.34 crores was transferred by the
Company to the Investor Education and Protection Fund ("IEPF"), established by
the Government of India.
Further, 1,43,738 shares were transferred to the demat account of the
IEPF Authority during the year, in accordance with IEPF Rules, as the dividend has not
been paid or claimed by the shareholders for 7 (seven) consecutive years or more.
SUBSIDIARIES & ASSOCIATE COMPANIES
The Company has 23 subsidiaries and 2 joint-venture companies as on 31st
March, 2021.
Financial Performance
A list of bodies corporates which are subsidiaries/associates/ joint
ventures of the Company is provided as part of the notes to Consolidated Financial
Statements.
A separate statement containing the salient features of financial
statements of subsidiaries, associates, joint venture companies of the Company in the
prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS")
in compliance with Section 129(3) and other applicable provisions, if any, of the Act read
with Rules.
The Company does not have any material subsidiary.
Consolidated Financial Statements
In accordance with the provisions of the Act, Regulation 33 of the
Listing Regulations and applicable Accounting Standards, the Audited Consolidated
Financial Statements of the Company for the financial year 2020-21, together with the
Auditors' Report form part of this Annual Report.
In accordance with Section 136 of the Act, the audited financial
statements, including the CFS and related information of the Company and the financial
statements of each of the subsidiary companies, are available on our website,
www.asianpaints.com. Any Member desirous of making inspection or obtaining copies of the
said financial statements may write to the Company Secretary at
investor.relations@asianpaints.com.
The Company's Policy for determining material subsidiaries may be
accessed on the website of the Company at https://www.
asianpaints.com/more/investors/policies-programs.html.
Amalgamation of Reno Chemicals Pharmaceuticals & Cosmetics Private
Limited with the Company
The Company Petition filed for amalgamation of Reno Chemicals
Pharmaceuticals & Cosmetics Private Limited, Company's wholly owned subsidiary with
the Company was admitted on 26th April, 2021 by Hon'ble National Company Law
Tribunal, Mumbai (NCLT).
The said Petition is listed for final hearing before the Hon'ble NCLT.
Merger of Asian Paints (Lanka) Limited with Causeway Paints Lanka
(Private) Limited
With effect from 1st April, 2021, indirect subsidiary of the
Company, Asian Paints (Lanka) Limited amalgamated with Causeway Paints Lanka (Private)
Limited.
Winding-up of Asian Paints (Tonga) Limited
Asian Paints (Tonga) Limited has ceased its business operations w.e.f.
10th December, 2020 and liquidated all its assets & liabilities. The name
of the Company was struck off from the Business Registries Office, Kingdom of Tonga on 29th
January, 2021.
ASIAN PAINTS EMPLOYEES' STOCK OPTION PLAN
The Board of Directors of the Company at their meetings held on 30th
March, 2021 and 12th May, 2021, based on the recommendations of the Nomination
and Remuneration Committee, approved formulation of Asian Paints Employees' Stock Option
Plan 2021 ("2021 Plan"), for grant of stock options to 'Eligible Employees' of
the Company and its subsidiary companies. This 2021 Plan will be effective from the
financial year 2020-21 onwards and is subject to approval of the shareholders at the
ensuing AGM of the Company. The 2021 Plan has been introduced for eligible employees of
the Company and/or its subsidiary companies with an objective to motivate and retain
professionals by rewarding performance, and in order to further increase shareholder
value.
The 2021 Plan is intended to cover Eligible Employees of the Company
and its subsidiary companies, including the Managing Director & CEO of the Company. As
such, Mr. Amit Syngle, Managing Director & CEO, shall also be eligible to participate
in the 2021 Plan.
The appointment and remuneration of Mr. Amit Syngle as the Managing
Director & CEO, was approved by the shareholders of the Company in the 74th
AGM of the Company held on 5th August, 2020 ("Original Resolution").
It is proposed to amend the Original Resolution to include appropriate
clauses enabling the grant of stock options to Mr. Amit Syngle, pursuant to the 2021 Plan.
The brief details of the 2021 Plan and other relevant details have been
provided in explanatory statement annexed to the Notice of the ensuing 75th AGM
of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
Re-appointment and continuation of Mr. R. Seshasayee as an Independent
Director of the Company, not liable to retire by rotation.
At the 71st AGM of the Company held on 27th June,
2017, the shareholders had approved the appointment of Mr. R Seshasayee (DIN: 00047985) as
an Independent Director to hold office for a period of 5 (five) consecutive years up to 22nd
January, 2022.
Based on the outcome of performance evaluation and recommendations of
the Nomination and Remuneration Committee, the Board of Directors of the Company, at their
meeting held on 12th May, 2021 have recommended the reappointment of Mr. R
Seshasayee as an Independent Director for second term of 5 (five) consecutive years upto
22nd January, 2027 (not liable to retire by rotation), in accordance with
Section 149, 152, Schedule IV and other applicable provisions, if any, of the Act and the
Listing Regulations.
In terms of the provisions of the Regulation 17(1A) of the
Listing Regulations, consent of the Shareholders by way of Special
Resolution shall be required for continuation of directorship of Mr. R. Seshasayee,
Independent Director of the Company, who would attain the prescribed age limit of 75 years
during the period of the proposed second term.
In the opinion of the Nomination & Remuneration Committee and Board
of Directors of the Company, considering the wealth of experience and expertise of Mr. R
Seshasayee and the immense value he brings to the Board and the Company, the
re-appointment of Mr. R Seshasayee for a second term of 5 (five) consecutive years from 23rd
January, 2022 to 22nd January, 2027 (not liable to retire by rotation) and
continuation of his directorship beyond 75 (seventy-five) years of age would be in the
interest of the Company and its shareholders. Mr. R. Seshasayee is exempt from the
requirement to undertake online proficiency self-assessment test conducted by Indian
Institute of Corporate Affairs (IICA), Manesar.
Retirement by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 and other applicable
provisions, if any, of the Act and the Articles of Association of the Company, Mr. Abhay
Vakil and Mr. Jigish Choksi, Non-Executive Directors of the Company, are liable to retire
by rotation at the ensuing AGM and being eligible have offered themselves for
re-appointment.
The Managing Director & CEO and Independent Directors of the
Company are not liable to retire by rotation.
Declaration from Directors
The Company has received the following declarations from all the
Independent Directors confirming that:
1. They meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedule and Rules issued thereunder, and the
Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company; and
2. They have registered themselves with the Independent
Director's Database maintained by the IICA.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnel
Mr. Amit Syngle, Managing Director & CEO and Mr. R. J. Jeyamurugan,
CFO & Company Secretary, are the Key Managerial Personnel of the Company.
Mr. Amit Syngle was appointed as the Managing Director & CEO of the
Company with effect from 1st April, 2020. During the year under review, there
were no other changes to the Key Managerial Personnel of the Company.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 7 (seven) meetings of the Board of
Directors were held. The details of the meetings of
the Board of Directors of the Company held and attended by the
Directors during the financial year 2020-21 are given in the Corporate Governance Report
which forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days,
as prescribed by the Act.
NOMINATION AND REMUNERATION POLICY The Nomination and Remuneration
Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee
shall, formulate the criteria for Board membership, including the appropriate mix of
Executive & Non-Executive Directors, Board Diversity and approve and recommend
compensation packages and policies for Directors and Senior Management and lay down the
effective manner of performance evaluation of the Board, its Committees and the Directors
and such other matters as provided under Section 178 of the Act and Listing Regulations.
The salient features of the Nomination and Remuneration Policy of the
Company are outlined in the Corporate Governance Report which forms part of this Annual
Report. The Policy is also available on the website of the Company
httDs://www.asianDaints.com/more/investors/ Dolicies-Droarams.html.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Further details on the same are given in the Corporate Governance
Report which forms part of this Annual Report.
The information required under Section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of the Company is set out in the Annexure [A] to this report and is
also available on the website of the Company at www.asianpaints.com.
BOARD EVALUATION
During the year under review, the Nomination and Remuneration Committee
engaged M/s. Egon Zehnder, external consultants, to conduct evaluation of the Board,
Committees of the Board and Directors. The evaluation was conducted based on the criteria
and framework adopted by the Board. The evaluation parameters and the process have been
explained in the Corporate Governance Report.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All I ndependent Directors are familiarized with the operations and
functioning of the Company. The details of the training and familiarization program are
provided in the Corporate
Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors of the Company state
that:
a. in the preparation of the annual accounts for the financial year
ended 31st March, 2021, the applicable
Asian Paints Limited
Board's Report (Contd.)
Accounting Standards have been followed and there are no material
departures from the same;
b. the Directors have selected such accounting policies and applied
them consistently and made judgements 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 at 31st
March, 2021 and of the profits of the Company for the financial year ended 31st
March, 2021;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the 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 laid down by the Directors were
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
f. proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems are adequate and operating
effectively.
REGISTRAR AND TRANSFER AGENT
M/s. TSR Darashaw Consultants Private Limited (TSR) is the Registrar
and Transfer Agent of the Company.
During the year under review, the registered office and place of
operation of TSR has been shifted to Vikhroli, Mumbai.
Accordingly, the Company is required to seek shareholders' approval
under Section 94 and other applicable provisions of the Act read with the Companies
(Management and Administration) Rules, 2014, for maintenance of the Registers and Indexes
of Members of the Company under Section 150 of the Companies Act, 1956 or Section 88 of
the Act, as applicable and copies of the returns prepared under Section 159 of the
Companies Act, 1956 or Section 92 of the Act, as applicable, read with the Companies
(Management and Administration) Rules, 2014 and in accordance with Article 144 of the
Articles of Association of the Company, for the period(s) on or after 1st April,
2003, at TSR's office located in Vikhroli, Mumbai.
Appropriate resolution seeking approval of the shareholders has been
placed at the ensuing AGM of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the Listing
Regulations is presented in a separate section forming part of this Annual Report.
AUDITORS AND AUDITORS' REPORT
Statutory Auditor
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No. 1 17366W/W-100018), were appointed as Statutory Auditors of the Company
at the 70th AGM held on 28th June, 2016, to hold office till the
conclusion of the ensuing 75th AGM.
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants are
eligible to be re-appointed for a further term of 5 (five) years, in terms of provisions
of Sections 139 and 141 of the Act.
Accordingly, the Board of Directors of the Company at their meeting
held on 12th May, 2021 on the recommendation of the Audit Committee and subject
to the approval of the shareholders of the Company at the ensuing AGM, have approved the
re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No. 117366W/ W-100018), as the Statutory Auditors, for a further period of 5
(five) years i.e. from the conclusion of the 75th AGM till the conclusion of 80th
AGM of the Company.
The Company has received written consent and certificate of eligibility
in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules
issued thereunder, from M/s. Deloitte Haskins & Sells LLP. They have confirmed to hold
a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI) as required under the Listing Regulations.
The Auditors have issued an unmodified opinion on the Financial
Statements, both standalone and consolidated for the financial year ended 31st
March, 2021. The said Auditors' Report(s) for the financial year ended 31st
March, 2021 on the financial statements of the Company forms part of this Annual Report.
Cost Auditor
The Company has maintained cost records for certain products as
specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s.
RA & Co.,
Cost Accountants, (Firm Registration No. 000242) have carried out the
cost audit for applicable products during the financial year 2020-21.
The Board of Directors of the Company, on the recommendations made by
the Audit Committee, have appointed M/s. RA & Co., as the Cost Auditors of the Company
to conduct the audit of cost records of certain products for the financial year 2021-22.
M/s. RA & Co., being eligible, have consented to act as the Cost Auditors of the
Company for the financial year 2021-22.
The remuneration proposed to be paid to the Cost Auditor, subject to
ratification by the members of the Company at the ensuing 75th AGM, would not
exceed Rs. 8 lakhs (Rupees eight lakhs only) excluding taxes and out of pocket expenses,
if any.
Secretarial Auditor
The Board of Directors of the Company have appointed Dr. K. R.
Chandratre, Practicing Company Secretary (Certificate of Practice No. 5144), as the
Secretarial Auditor to conduct an audit of the secretarial records for the financial year
2021-22. The Company has received consent from Dr. K.
124 Annual Report 2020-21
R. Chandratre to act as the auditor for conducting audit of the
secretarial records for the financial year ending 31st March, 2022.
The Secretarial Audit Report for the financial year ended 31st
March, 2021 under the Act, read with Rules made thereunder and Regulation 24A of the
Listing Regulations, is set out in the Annexure [B-1] to this report.
The Secretarial Compliance Report for the financial year ended 31st
March, 2021, in relation to compliance of all applicable SEBI
Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation
24A of the Listing Regulations, is set out in Annexure [B-2] to this report. The
Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as
good disclosure practice.
The Secretarial Audit Report and/or Secretarial Compliance Report does
not contain any qualification, reservation or adverse remark.
COMMITTEES OF THE BOARD
As on 31st March, 2021, the Board has 7 (seven) committees:
Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Risk Management Committee,
Stakeholders Relationship Committee, Investment Committee and Shareholders Committee.
During the year under review, the Board of Directors constituted a
committee called the Investment Committee, inter alia, to consider, evaluate and recommend
to the Board viable investment proposals which are in the interest of furthering the
strategic goals of the Company.
During the year, all recommendations made by the committees were
approved by the Board.
A detailed note on the composition of the Board and its committees,
including its terms of reference is provided in the Corporate Governance Report. The
composition and terms of reference of all the Committee(s) of the Board of Directors of
the Company is in line with the provisions of the Act and Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year ended 31st March, 2021, the
Company incurred CSR Expenditure of Rs. 62.98 crores (Rupees sixty two crores and ninety
eight lakhs). The CSR initiatives of the Company were under the thrust area of health
& hygiene, education, water management and vocational training. The CSR Policy of the
Company is available on the website of the Company at
httDs://www.asianDaints.com/about-us.html.
Ministry of Corporate Affairs vide its Notification(s) dated
22nd January, 2021, notified the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021, which, inter alia, provides for the revised
format of annual report for publishing the CSR activities undertaken during the financial
year ended 31st March, 2021. The other changes pursuant to said Notification(s)
under the CSR provisions, have been briefly highlighted in the annual report of the
Company's CSR activities for the financial year ended 31st March, 2021.
The Company's CSR Policy statement and annual report on the CSR
activities undertaken during the financial year ended 31st March, 2021, in
accordance with Section 135 of the Act and Companies (Corporate Social Responsibility
Policy) Rules, 2014 is set out in Annexure [C] to this report.
CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT
In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors on its
compliance and a Business Responsibility Report as per Regulation 34 of the Listing
Regulations, detailing the various initiatives taken by the Company on the environmental,
social and governance front forms part of this Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2021 in
Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014, is available on the website of the Company at
httDs://www.asianDaints.com/more/investors/ AnnualReportFY2021.html.
RELATED PARTY TRANSACTIONS
All transactions with related parties were reviewed and approved by the
Audit Committee and are in accordance with the Policy on dealing with and materiality of
Related Party Transactions and the Related Party Framework, formulated and adopted by the
Company. An omnibus approval from the Audit Committee is obtained for the related party
transactions which are unforeseen in nature. During the year under review, the Related
Policy Framework was suitably amended to include the revised pricing structure and certain
new transactions which were not anticipated earlier.
All contracts/arrangements/transactions entered into by the Company
during the year under review with Related Parties were in the ordinary course of business
and on arm's length basis in terms of provisions of the Act.
The Company's Policy on dealing with and Materiality of Related Party
Transactions is available on the website of the Company at
httDs://www.asianDaints.com/more/investors/ Dolicies-Droarams.html.
There are no materially significant related party transactions that may
have potential conflict with interest of the Company at large. There were no transactions
of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group
which individually holds 10% or more shareholding in the Company.
The details of the related party transactions as per Indian Accounting
Standards (IND AS) - 24 are set out in Note 43 to the Standalone Financial Statements of
the Company.
The Company in terms of Regulation 23 of the Listing Regulations
submits within 30 days from the date of publication of its standalone and consolidated
financial results for the half year, disclosures of related party transactions on a
consolidated basis, in the format specified in the relevant accounting standards to the
stock exchanges. The said disclosures can be accessed on the website of the Company at
https://www. asianpaints.com/more/investors/announcements.html.
Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out in the Annexure [D] to this report.
LOANS AND INVESTMENTS
Details of loans, guarantees and investments under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014, as on 31st March, 2021, are set out in Note 36(B) to the Standalone
Financial Statements of the Company.
RISK MANAGEMENT
Risk management is integral to your Company's strategy and for the
achievement of our long-term goals. Our success as an organization depends on our ability
to identify and leverage the opportunities while managing the risks.
The COVID-19 pandemic this year has posed several unprecedented
challenges in the form of uncertain lockdowns, unlock phases, health hazards and supply
chain disruptions across the globe. These have added a new dimension to the term VUCA
(volatile, uncertain, complex and ambiguous).
These changes and challenges have brought a mix of opportunities and
uncertainties impacting the Company's objectives. Risk Management, which aims at managing
the impact of these uncertainties, is an integral part of the Company's strategy setting
process. The Company regularly identifies uncertainties and after assessing them, devises
short-term and long-term actions to mitigate any risk which could materially impact your
Company's long-term goals. This process of identifying and assessing the risks is a
two-way process. Inputs are taken, both bottom up and top down while finalizing the risk
treatment plans.
The Risk Management Committee of the Company has been entrusted by the
Board with the responsibility of reviewing the risk management process in the Company and
ensuring that the risks are brought within acceptable limits.
Our approach to risk management is designed to provide reasonable
assurance that our assets are safeguarded, the risks facing the business are being
assessed and mitigated and all information that may be required to be disclosed is
reported to Company's Senior Management including, where appropriate, the Managing
Director & CEO, the Chief Financial Officer, the Audit Committee, the Risk Management
Committee and the Board.
Mitigation plans to significant risks are well integrated with
functional and business plans and are reviewed on a regular basis by the senior
leadership.
The Company endeavors to continually sharpen its Risk Management
systems and processes in line with a rapidly changing business environment. There are no
risks which in the opinion of the Board threaten the existence of the Company. However,
some of the risks which may pose challenges are set out in the Management Discussion and
Analysis which forms part of this Annual Report.
VIGIL MECHANISM
The Company has a robust vigil mechanism through its Whistle Blower
Policy approved and adopted by Board of Directors of the Company in compliance with the
provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.
The Company has engaged an agency for managing an 'Ethics Hotline'
which can be used to, inter alia, report any instances of financial irregularities, breach
of code of conduct, abuse of authority, disclosure of financial/ unpublished price
sensitive information other than for legitimate purposes, unethical/unfair actions
concerning Company vendors/suppliers, malafide manipulation of Company records,
discrimination to the Code of Conduct in an anonymous manner.
The Policy also provides adequate protection to the Directors,
employees and business associates who report unethical practices and irregularities.
Any incidents that are reported are investigated and suitable action is
taken in line with the Whistle Blower Policy.
The Whistle Blower Policy of the Company can be accessed at website of
the Company at https://www.asianpaints.com/ more/investors/Dolicies-Droorams.html.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment
Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at
Workplace for prevention, prohibition and redressal of sexual harassment at workplace and
an Internal Complaints Committees has also been set up to redress any such complaints
received.
The Company is committed to providing a safe and conducive work
environment to all of its employees and associates.
The Company periodically conducts sessions for employees across the
organization to build awareness about the Policy and the provisions of Prevention of
Sexual Harassment Act.
Complaints of sexual harassment received during the financial year
2020-21 by the Company were investigated in accordance with the procedures prescribed and
adequate steps were taken to resolve them.
INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has adequate Internal Financial Controls System over
financial reporting which ensures that all transactions are authorized, recorded, and
reported correctly in a timely manner. The Company's Internal Financial Control over
financial reporting is designed to provide reliable financial information and to comply
with applicable accounting standards.
The Company has laid down Standard Operating Procedures and policies to
guide the operations of the business. Functional heads are responsible to ensure
compliance with all laws and regulations and also with the policies and procedures laid
down by the Management.
During the year, the Company has updated the delegation of Authority
Manual and Commercial Manual to make it in line with the changes in the business
environment and underlying systems and processes. The Company has modified the format of
the internal certification by functional heads on reporting accuracy (Financial Closure
Certificate (FCC)) in line with the changes in accounting and reporting requirements.
The Shared Services Center (SSC) extended the coverage of digital
invoice processing for transporters during the year.
This has made the process touchless and seamless. Vendor Invoice
Process Automation & Transporter Invoice Process Automation has inbuilt 3-way checks
(PO, GR/Service Entry & invoice) in the system leading to accuracy and lower manual
errors. To increase the digital footprints with added control, employee reimbursement and
digital invoices are processed paperless.
The Company has invested in automation of inventory provisions for
damaged, dead, defective, inert stock, etc. leading to robust review and faster closure of
financial.
The Company has developed system with built in checks to ensure that
GST and tax is collected at source correctly for all applicable transactions ensuring
statutory compliance. The Company has also completed development to generate E-invoice
through the system as per the government regulations.
The Company periodically tracks all amendments to Accounting Standards
and makes changes to the underlying systems, processes and financial controls to ensure
adherence to the same. All resultant changes to the policy and impact on financials are
disclosed after due validation with the statutory auditors and the Audit Committee.
Corporate accounts function is actively involved in designing large
process changes as well as validating changes to IT systems that have a bearing on the
books of accounts.
The Company gets its Standalone financial statements audited every
quarter by its Statutory Auditors. The policies to ensure uniform accounting treatment are
prescribed to the subsidiary companies as well. International subsidiaries provide
information required for consolidation of accounts in the format prescribed by the
Company. The accounts of the subsidiary and joint venture companies are audited and
certified by their respective Statutory Auditors for consolidation.
OTHER DISCLOSURES
a. None of the Directors of the Company have resigned during the year
under review;
b. There are no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year 2020-21 and the date of this report;
c. During the year under review, the Company has launched its Home
Decor Range in furniture, furnishings and lighting through 'Beautiful Homes'. This was in
line with the Company's vision of providing its customers complete home decor solution.
There has been no other change in the nature of business carried out by the Company.
d. During the year under review, the Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014;
e. The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings;
f. There are no significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of the Company and its operations
in future;
The Competition Commission of India had passed a prima facie Order
dated 14th January, 2020, directing the Director General (DG) to cause an
investigation against the Company, under the provisions of Section 26(1) of the
Competition Act, 2002. This Order is for initiating an investigation against the Company
under the relevant provisions of the Competition Act, but it in no way affects the going
concern status of the Company. The investigation is currently ongoing and the Company is
fully co-operating and providing necessary information to the authority.
g. The Managing Director & CEO of the Company has not received any
remuneration or commission from any of the subsidiary companies. Further the Company
doesn't have any Holding Company;
h. None of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143(12) of the Act;
i. The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with
the Companies (Accounts) Rules, 2014, is set out in the Annexure [E] to this report;
j. The Company has formulated Asian Paints Employees Stock Option Plan
2021 (ESOP) for Eligible Director(s) and Employees of the Company and its subsidiaries,
which is subject to approval of the shareholders at the ensuing AGM. Hence, the disclosure
requirement in relation to ESOP under Rule 12(9) and Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014 is not applicable yet;
k. The Company has not issued equity shares with differential rights as
to dividend, voting or otherwise;
l. The Company has not issued any sweat equity shares to its directors
or employees;
m. There was no revision of financial statements and Board's Report of
the Company during the year under review;
n. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the financial year is not applicable; and
o. The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
APPRECIATION
The Board of Directors place on record sincere gratitude and
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year.
The Board conveys its appreciation for its customers, shareholders,
suppliers as well as vendors, bankers, business associates, regulatory and government
authorities for their continued support.
For and on behalf of the Board of Directors
|
Ashwin Dani |
|
Chairman |
|
(DIN: 00009126) |
Place: Mumbai |
|
Date: 12th May, 2021 |
|