Dear members,
The Board of Directors are pleased to present the 77th Integrated Annual
Report of the Company along with the audited financial statements (standalone and
consolidated) for the financial year ended 31st March, 2023.
FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS
The Companys financial performance for the year ended 31st March, 2023 is
summarised below:
|
|
|
|
|
|
(Rs in Crores) |
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
Growth (%) |
2022-23 |
2021-22 |
Growth (%) |
| Revenue from sales and other operating income |
30,078.40 |
25,188.51 |
19.4% |
34,488.59 |
29,101.28 |
18.5% |
| Earning Before Interest, Taxes, |
6,338.49 |
5,039.68 |
25.8% |
6,646.32 |
5,183.62 |
28.2% |
| Depreciation and Amortisation |
|
|
|
|
|
|
| Less : Finance Costs |
93.06 |
70.25 |
|
144.45 |
95.41 |
|
| Less : Depreciation and Amortisation Expense |
755.83 |
721.56 |
|
858.02 |
816.36 |
|
| Profit for the period before share of profit in associate |
5,489.60 |
4,247.87 |
29.2% |
5,643.85 |
4,271.85 |
32.1% |
| Share of profit of Associate |
- |
- |
|
93.85 |
31.57 |
|
| Profit before exceptional items & tax |
5,489.60 |
4,247.87 |
29.2% |
5,737.70 |
4,303.42 |
|
| Exceptional Items** |
- |
53.73 |
|
48.87 |
115.70 |
|
| Profit before Tax |
5,489.60 |
4,194.14 |
30.9% |
5,688.83 |
4,187.72 |
35.8% |
| Less : Tax Expense |
1,389.42 |
1,059.43 |
|
1,493.50 |
1,102.91 |
|
| Profit for the period |
4,100.18 |
3,134.71 |
30.8% |
4,195.33 |
3,084.81 |
36.0% |
| Attributable to: |
|
|
|
|
|
|
| Shareholders of the Company |
4,100.18 |
3,134.71 |
30.8% |
4,106.45 |
3,030.57 |
35.5% |
| Non-Controlling Interest |
- |
- |
|
88.88 |
54.24 |
|
| Other Comprehensive Income (net of tax) |
67.35 |
(72.31) |
|
13.04 |
(225.66) |
|
| Total Comprehensive Income |
4,167.53 |
3,062.40 |
36.1% |
4,208.37 |
2,859.15 |
47.2% |
| Attributable to: |
|
|
|
|
|
|
| Shareholders of the Company |
4,167.53 |
3,062.40 |
36.1% |
4,130.96 |
2,818.26 |
46.6% |
| Non-Controlling Interest |
- |
- |
|
77.41 |
40.89 |
|
| Opening balance in Retained Earnings^ |
8,953.07 |
7,556.03 |
|
9,167.34 |
7,874.02 |
|
| Amount available for Appropriation^ |
13,045.78 |
10,694.02 |
|
13,266.48 |
10,908.45 |
|
| Dividend |
|
|
|
|
|
|
| Interim - FY 2022-23 |
422.08 |
- |
|
422.08 |
- |
|
| Interim - FY 2021-22 |
- |
350.11 |
|
- |
350.11 |
|
| Final - FY 2021-22 |
1,486.78 |
- |
|
1,486.78 |
- |
|
| Final - FY 2020-21 |
- |
1,390.84 |
|
- |
1,390.84 |
|
| Gross obligation towards further acquisition in subsidiary |
- |
- |
|
16.22 |
- |
|
| Transfer to other Reserve |
- |
- |
|
0.48 |
0.16 |
|
| Closing balance in Retained Earnings^ |
11,136.92 |
8,953.07 |
|
11,340.92 |
9,167.34 |
|
** For standalone financial results, exceptional items comprise of provision for
expected credit loss made towards subsidy receivable in the previous year. For
consolidated financial results, exceptional items include impairment provision towards
goodwill in Causeway Paints Lanka (Pvt.) Limited, subsidiary company, and foreign exchange
loss due to devaluation of Sri Lankan Rupee.
^ Includes re-measurement of defined benefit plans.
COMPANY PERFORMANCE OVERVIEW
During the financial year 2022-23: a. Revenue from operations on standalone basis
increased to Rs 30,078.40 crores as against
Rs 25,188.51 crores in the previous year a growth of 19.4%. b. Cost of goods sold as a
percentage to revenue from operations decreased to 60.9% as against 62% in the previous
year. c. Employee cost as a percentage to revenue from operations decreased to 5% (Rs
1,513.89 crores) as against 5.2% (Rs 1,310.14 crores) in the previous year. d. Other
expense as a percentage to revenue from operations increased to 14.7% (Rs 4,416.49 crores)
as against 14.6% (Rs 3,681.62 crores) in the previous year. e. Profit before exceptional
items and tax for the current year is Rs 5,489.60 crores as against Rs 4,247.87 crores in
the previous year a growth of 29.2%. f. Profit after tax for the current year is
Rs 4,100.18 crores as against Rs 3,134.71 crores in the previous year a growth of
30.8%. g. On a consolidated basis, the Group achieved revenue of 34,488.59 crores as
against Rs 29,101.28 crores a growth of 18.5%. h. Net profit after non-controlling
interest for the Group for the current year is 4,106.45 crores as against 3,030.57 crores
in the previous year a growth of 35.5%.
Exceptional items:
Economic crisis in Sri Lanka had led to currency devaluation resulting in recognition
of an expense of 24.21 crores towards exchange loss arising on foreign currency
obligations of Causeway Paints Lanka (Pvt.) Limited ("Causeway Paints") for the
quarter ended 30th June, 2022. The above expense is disclosed as an exceptional
item in the consolidated financial results for the financial year ended 31st
March, 2023.
Further based on assessment of the fair value of investment made in Causeway Paints
taking into account past business performance, prevailing business conditions and revised
expectations of the future performance considering ongoing economic crisis in Sri Lanka,
impairment loss of 24.66 crores on ‘goodwill on consolidation has been recognised in
consolidated financial results.
The performance of the Decorative, Home D cor and Industrial Business of the Company in
India and international operations during the last financial year, important changes in
these businesses, external environment and economic outlook are detailed out in the
separate section of Management Discussion and Analysis Report forming part of this
Integrated Annual Report.
During the year under review, there was no change in the nature of business of the
Company.
Confirmations:
a. There was no revision of financial statements and Boards Report of the Company for
the preceding financial years, 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 2022-23 and the date
of this Report.
FINANCIAL SALIENCY
The Companys principal sources of liquidity are cash and cash equivalents, liquid
investments and the cash flow that the Company generates from its operations. The Company
continued to be debt-free and maintained sufficient cash to meet its strategic and
operational requirements.
Cash and bank balances, current/non-current term deposits, investments in mutual funds
and debentures/ bonds on a standalone basis as on 31st March, 2023, stood at Rs
4,269.98 crores against Rs 3,574.94 crores in the previous financial year. Cash and
investments, on both standalone and consolidated basis, include deposits with banks and
financial institutions with high credit ratings by international and domestic credit
rating agencies. As a result, liquidity risk towards such balances is limited. Ratings are
monitored periodically.
The Companys working capital management is robust and involves a well-organised
process, which facilitates continuous monitoring and control over receivables, inventories
and other parameters.
CAPITAL EXPENDITURE
During the year under review, the Company on a standalone basis spent Rs 1,057.27
crores against Rs 402.91 crores in the previous financial year towards capital
expenditure. This mainly comprises of regular capital expenditure at various plant
locations & company offices/warehouses, manufacturing capacity expansion and
construction of new head office building.
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 11th May, 2023, has
recommended payment of Rs 21.25 (2125%) per equity share of Rs 1 each as final dividend
for the financial year 2022-23. The record date for the purpose of payment of final
dividend is Friday, 9th June, 2023. The final dividend, subject to the approval
of the shareholders at the ensuing Annual General Meeting ("AGM") of the
Company, will be paid on or after Friday, 30th June, 2023. During the year
under review, interim dividend of Rs 4.40 (440%) per equity share of Rs 1 each was paid to
the shareholders on 10th November, 2022.
The total dividend for the financial year 2022-23, including the proposed final
dividend, amounts to Rs 25.65 per equity share of Rs1 each would involve a total outflow
of Rs 2,460.35 crores resulting in a dividend pay-out of 60% [as against Rs19.15 per
equity share of Rs 1 each with the outflow of Rs1,836.87 crores in financial year 2021-22
resulting in a dividend pay-out ratio of 58.6%] of the standalone profits of the Company.
As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be
taxable in the hands of the shareholders. Accordingly, the Company makes the payment of
the dividend from time to time after deduction of tax at source.
Details of dividend paid by the Company during the financial year 2022-23 is stated
below:
| Particulars |
Gross amount of dividend* |
Tax deducted at source |
Net amount of dividend |
|
(Rs in Crores) |
(Rs in Crores) |
(Rs in Crores) |
| Final Dividend 2021-22 |
1,486.78 |
169.85 |
1,316.93 |
| Interim Dividend 2022-23 |
422.08 |
46.81 |
375.27 |
| Total |
1,908.86 |
216.66 |
1,692.20 |
rounding up of gross dividend.
The aforesaid interim and final dividend(s) are being paid by the Company from its
profits for the respective financial years.
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 ("the Listing Regulations") is available on the Companys website at
https://www.asianpaints.com/ DDPolicy.html.
During the year under review, the Company in its endeavour to enhance its disclosure
and corporate governance practices reviewed and amended the Dividend Distribution Policy,
inter alia, to include range of proposed dividend pay-out ratio in a financial year to be
between 55% to 65% of its annual standalone profit after tax. The Board of Directors of
the Company, considering the business & financial parameters and external factors
mentioned in the Policy, shall endeavour to maintain the said dividend pay-out ratio.
ASIAN PAINTS GROUP
The Company has 24 subsidiary companies (19 international subsidiary companies), 1
associate company and 2 joint ventures companies as on 31st March, 2023.
International Business
Outside India, the Company has operations in 14 countries across four regions of the
world – Asia (Bangladesh, Nepal, Sri Lanka and Indonesia), the Middle East (Oman,
Bahrain, United Arab Emirates ("UAE") and Qatar), Africa (Egypt and Ethiopia)
and South Pacific (Fiji, Solomon Islands, Samoa and Vanuatu). The Group continues to focus
on increasing its market presence in emerging markets, especially in Asia and Africa.
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
("CFS"). The financial performance of the Companys select subsidiary, associate
and joint venture companies for the financial year 2022-23 is provided below:
i. Asian Paints International Private Limited
Asian Paints International Private Limited ("APIPL"), Singapore, is a wholly
owned subsidiary company of the Company and is the holding company for all of its
subsidiary companies carrying out operations overseas, except Asian Paints (Nepal) Private
Limited, Nepal and Asian White Cement Holding Limited, Dubai International Financial
Centre, UAE (incorporated on 2nd May, 2023). The principal activities of APIPL
are those of investment holding and management.
On a consolidated basis, revenue of APIPL was Rs 2,549.36 crores (growth of 5.3%
year-on-year) and net loss of Rs 60.18 crores (against net loss of Rs 177.83 crores in
previous year).
ii. Asian Paints (Nepal) Private Limited
Asian Paints (Nepal) Private Limited ("AP Nepal"), Nepal, is a subsidiary
company of the Company. Its principal business is manufacturing and selling of paints
products in Nepal.
Revenue of AP Nepal was Rs 546.65 crores (growth of 15.3% year-on-year) and net profit
of Rs 95.54 crores (growth of 4.8% year-on-year).
iii. Obgenix Software Private Limited
Obgenix Software Private Limited ("White Teak") is an associate company of
the Company. White Teak is engaged in the business of decorative lighting products and
fans.
Revenue of White Teak was Rs 108.51 crores and net profit of Rs 11.55 crores. The
growth/de-growth has not been reported as stake in White Teak was acquired during the
financial year 2022-23.
iv. Asian Paints PPG Private Limited
Asian Paints PPG Private Limited ("APPPG") is a joint venture company between
the Company and PPG Industries Securities LLC. APPPG is engaged in the business of
manufacturing, selling and distribution of protective coatings, powder coatings, road
markings and floor coatings and providing related services.
Revenue of APPPG was Rs 1,019.40 crores (growth of 28.4% year-on-year) and net profit
of Rs 62.72 crores (growth of 103.9% year-on-year).
v. PPG Asian Paints Private Limited
PPG Asian Paints Private Limited ("PPGAP") is a joint venture company between
the Company and PPG Industries Securities LLC. PPGAP is engaged in the business of
manufacturing and trading of paints and coatings for automotive, original equipment
manufacturer, packaging, refinish, marine and other industries.
On a consolidated basis, revenue of PPGAP was Rs 1,830.08 crores (growth of 26.8%
year-on-year) and net profit of Rs 176.38 crores (growth of 179.3% year-on-year).
A separate statement containing the salient features of financial statements of
subsidiaries, associates, joint ventures of the Company in the prescribed Form AOC-1 forms
a part of CFS, in compliance with Section 129(3) and other applicable provisions, if any,
of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder.
The Company does not have a material subsidiary as per the Listing Regulations.
The Companys Policy for determining material subsidiaries is available on the
Companys website at https://www.asianpaints.com/PolicyforMaterial Subsidiaries.html.
Consolidated Financial Statements
In accordance with the provisions of the Act,
Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards
("Ind AS"), the audited CFS of the Company for the financial year 2022-23,
together with the Auditors Report forms part of this Integrated 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 separate financial statements of
each of the subsidiary company, are available on the Companys website at
https://www.asianpaints.com/AnnualReports.html. Any member desirous of inspecting or
obtaining copies of the audited financial statements, including the CFS may write to the
Company Secretary at investor.relations@asianpaints.com.
CAPACITY EXPANSION, NEW PROJECTS AND STRATEGIC ALLIANCES
Continuing the journey of home d cor
Acquisition of stake in Obgenix Software Private Limited
In April, 2022, the Company has acquired 49% of the equity share capital of Obgenix
Software Private Limited (popularly known by the brand name "White Teak").
Accordingly, White Teak is an associate company of the Company.
White Teak is engaged in the business of decorative lighting products and fans. Its
tech-enabled web platform www.whiteteak.com, is one of the strongest platforms offering
customers an extensive range of decorative lighting products and fans, further
supplemented by its excellent store network across many key urban cities in India.
As per the definitive agreements entered into with the shareholders of White Teak, the
Company has agreed to acquire the balance 51% stake in White Teak in a phased manner.
Acquisition of majority stake in Weatherseal Fenestration Private Limited
In June, 2022, the Company acquired 51% of the equity share capital of Weatherseal
Fenestration Private Limited ("Weatherseal") by subscribing to further issue of
equity share capital of Weatherseal. Accordingly, Weatherseal is subsidiary company of the
Company.
Weatherseal is engaged in the business of uPVC windows and doors space and has
established reputable presence in the retail and project customer segment, primarily in
South of India. It has a strong tech-enabled platform that has facilitated to provide a
seamless customer experience in a scalable way.
As per the definitive agreements entered into with the promoters of Weatherseal, the
Company has agreed to further acquire 23.9% stake in Weatherseal in a phased manner.
Investment in emulsion of the future
During the year under review, the Board of Directors of the Company approved the
setting up of a manufacturing facility for Vinyl Acetate Ethylene Emulsion
("VAE") and Vinyl Acetate Monomer ("VAM") in India for a proposed
investment of approximately Rs 2,100 crores over a period of 3 years. The proposed
manufacturing operations would be carried out through the wholly owned subsidiary company,
namely Asian Paints (Polymers) Private Limited ("APPPL"), incorporated for the
said purpose on 11th January, 2023.
The Company currently imports VAE and VAM for its internal consumption. VAE is a key
raw material for the Company. VAM is a key input for manufacturing VAE. VAE is considered
to be the emulsion of the future and the key constituent for manufacturing environment
friendly paints. VAE offers better paint properties and can significantly improve paint
performance in customer facing attributes.
The installed capacity of the said manufacturing facility to be set up by APPPL would
be 1,00,000 tons per annum for VAM and 1,50,000 tons per annum for VAE. In house
manufacturing of VAE & VAM by APPPL would provide substantial sustainable cost
efficiencies and will substitute the Companys dependence on imports.
The setting up of facility for manufacturing of VAE & VAM would be based on
licensed technology tie ups.
Asian Paints proposes to set up White Cement manufacturing facility
During the year under review, the Company entered into definitive agreements for
setting up of a joint venture company in Fujairah, UAE, with RS Holdings Limited,
Fujairah, UAE, Associated Soap Stone Distributing Company Private Limited, India, and
others to carry out the business of manufacturing and exporting white cement and white
cement clinkers.
The overall investment would be approximately Rs 550 crores, to be funded over a period
of 2 years through a combination of equity funding and external debt financing.
White cement is the key raw material for some of the powder products and undercoats
like putty which is a levelling powder product for various substrates. At present, the
Company purchases white cement for manufacturing powder products and undercoats in India.
The setting up of the manufacturing facility for white cement would ensure new
opportunities for the Company and a sustainable cost advantage along with an assured
long-term supply of good quality raw materials.
On 2nd May, 2023, a joint venture company by the name of Asian White Cement
Holding Limited ("AWCHL") has been incorporated in Dubai International Financial
Centre, UAE, as the holding company for the purpose of setting up an operating company in
Fujairah, UAE. The Company would be holding 70% of the equity share capital of AWCHL, post
infusion of funds. AWCHL is a subsidiary company of the Company.
The operating company, proposed to be incorporated, would be setting up a facility for
manufacturing white cement with an initial capacity of 2,65,000 tons per annum. In
addition, clinker grinding units would be set up in India.
Partnership for Nanotechnology
In October, 2022, the Company has entered into definitive agreements with Aapex Power
and Industries Private Limited, Dr. Swapan Ghosh & others ("existing
shareholders") and Harind Chemicals and Pharmaceuticals Private Limited
("Harind"), agreeing to acquire 51% stake in Harind, subject to certain
conditions.
Harind is a specialty chemicals company built with nanotechnology at its core,
primarily in the area of surface coating and care. Harind is, inter alia, engaged in the
business of nanotechnology-based research, manufacturing and sale of a range of additives
and specialised coatings. Nanotechnology has the potential of being the next frontier in
the world of coatings and the Company would be able to manufacture commercially viable
high-performance coatings and additives with this technology.
As per the definitive agreements, the Company has in addition to the proposed
acquisition of 51% stake in Harind, has agreed to further acquire 39% stake in a phased
manner over the period of 5 years, subject to certain conditions.
Setting up new water-based paint manufacturing facility
During the year under review, the Company has initiated the process for setting up a
new water-based paint manufacturing facility with a capacity of 4 lakh kilolitres per
annum at an approximate investment of Rs 2,000 crores in the state of Madhya Pradesh
subject to grant of requisite incentives by the Government of Madhya Pradesh and such
other approvals and clearances, as may be required. The manufacturing at the facility is
expected to be commissioned in 3 years, after acquisition of land.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors
i. Re-appointment of Managing Director & CEO
The shareholders of the Company at their 76th AGM held on 29th
June, 2022, based on the (i) recommendations of the Board of Directors, Nomination and
Remuneration Committee and Audit Committee; and (ii) considering the expertise of Mr. Amit
Syngle (DIN: 07232566) in the Companys business and his exceptional leadership and strong
performance, had approved his re-appointment as the Managing Director & CEO of the
Company for a second term of 5 years commencing from 1st April, 2023 to 31st
March, 2028 and remuneration payable thereof.
The requisite declarations and eligibility confirmations under the provisions of the
Act and Securities and Exchange Board of India ("SEBI") Regulations were
received from Mr. Amit Syngle on account of his re-appointment effective from 1st
April, 2023.
ii. 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. Ashwin Dani (DIN:
00009126) and Ms. Amrita Vakil (DIN: 00170725), 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.
Based on performance evaluation and recommendation of Nomination and Remuneration
Committee, the Board of Directors recommends their re-appointment as Non-Executive
Directors of the Company, liable to retire by rotation.
The Managing Director & CEO and Independent Directors of the Company are not liable
to retire by rotation.
Mr. Ashwin Dani, Non-Executive Director of the Company, having attained the prescribed
age limit of 75 years, for continuation of his directorship a Special Resolution is
proposed in accordance with Regulation 17(1A) of the Listing Regulations for approval by
the shareholders of the Company at the ensuing AGM.
In the opinion of the Nomination and Remuneration Committee and Board of Directors of
the Company, considering seniority of Mr. Ashwin Dani and role played by him towards the
growth of this Company and to reap the benefits of his rich and varied experience, the
re-appointment of Mr. Ashwin Dani as a Non-Executive Director of the Company, liable to
retire by rotation and continuation of his directorship beyond 75 years of age would be in
the interest of the Company and its shareholders.
None of the Directors of the Company have resigned during the year under review.
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.
During the year under review, there were no changes to the Key Managerial Personnel of
the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutory modification(s) and/or
re-enactment(s) thereof for the time being in force), the Directors of the Company state
that: a. in the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable 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, 2023 and of the profits of the Company for the financial year ended 31st
March, 2023. 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. 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.
The aforesaid statement has also been reviewed and confirmed by the Audit Committee of
the Board of Directors of the Company.
Declaration from Directors
The Company has, inter alia , received the following declarations from all the
Independent Directors confirming that:
a. 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. b. they have complied with the Code for Independent Directors prescribed
under Schedule IV to the Act.
c. they have registered themselves with the Independent Directors Database maintained
by the Indian Institute of Corporate Affairs.
The Board of Directors of the Company have taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of
the veracity of the same.
None of the Directors of the Company are disqualified from being appointed as Directors
as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or
are debarred or disqualified by SEBI, Ministry of Corporate Affairs ("MCA") or
any other such statutory authority.
All members of the Board and senior management have affirmed compliance with the Code
of Conduct for Board and senior management for the financial year 2022-23.
The Company had sought following certificate from independent and reputed Company
Secretaries in practice confirming that: a. none of the Directors on the Board of the
Company have been debarred or disqualified from being appointed and/or continuing as
Directors by the SEBI/MCA or any other such statutory authority.
b. independence of the Directors of the Company in terms of the provisions of the Act,
read with the Schedule and Rules issued thereunder and the Listing Regulations.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 8 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 2022-23 are given in the Corporate Governance Report
forming part of this Integrated Annual Report.
The maximum interval between any two meetings did not exceed 120 days, as prescribed
under the Act and the Listing Regulations.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarised with the operations and functioning of the
Company at the time of their appointment and on an ongoing basis. The details of the
training and familiarisation programme are provided in the Corporate Governance Report and
is also available on the website of the Company at https://www.
asianpaints.com/FamiliarisationProgramme.html.
COMMITTEES
As on 31st March, 2023, the Board has 6 Committees: Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk
Management Committee, Stakeholders Relationship Committee and Investment Committee.
During the year, all recommendations of the Committees of the Board which were
mandatorily required have been accepted by the Board.
A detailed note on the composition of the Board and its Committees, meetings held
during the year and its terms of reference is provided in the Corporate Governance Report
forming part of this Integrated Annual Report. The composition and terms of reference of
all the Committees of the Board of Directors of the Company is in line with the provisions
of the Act and the Listing Regulations.
AUDITORS AND AUDITORS REPORT Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants (Firms Registration No.
117366W/W-100018), were re-appointed as Statutory Auditors of the Company at the 75th
AGM held on 29th June, 2021, to hold office till the conclusion of the 80th
AGM.
Deloitte Haskins & Sells LLP has confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company. The profile of the Statutory Auditors is
available on the website of the Company at
https://www.asianpaints.com/StatutoryAuditors.html.
The Statutory Auditors have issued an unmodified opinion on the financial statements
for the financial year 2022-23 and the Auditors Report forms part of this Integrated
Annual Report.
During the year under review, the Board of Directors of the Company, based on the
recommendation of the Audit Committee and in consultation with the Statutory
Auditors of the Company, approved the Policy on engagement of Statutory Auditors of the
Company. This Policy provides a documented approach for engagement of Statutory Auditors
including the following: (i) law governing appointment and removal of Statutory Auditors
and regulatory reporting; (ii) rotation of audit partners every 5 years during the 10
years tenure of the Statutory Auditors; (iii) eligibility and qualifications of audit
partner/firm; and (iv) restrictions on employment of audit partners.
The said Policy on engagement of Statutory Auditors is available on the website of the
Company at https://www. asianpaints.com/AuditorsEngagementPolicy.html.
Internal Auditors
The Company has in place a robust Internal Audit function, which is led by Mr. Alok
Agrawal, Chief Internal Auditor, and ably supported by a team of chartered accountants,
certified internal auditors, chartered financial analysts, MBAs and ISO certified audit
professionals. The Internal Audit function also partners with professional firms in the
area of fraud investigation, market intelligence, digital forensics, IT audits and with
other firms having expertise in certain specific areas. The audit conducted by the
Internal Audit team is based on an internal audit plan, which is reviewed each year by the
Audit Committee. These audits are based on risk and control based methodology and, inter
alia, involve the review of internal controls and governance processes, adherence to
management policies and review of statutory compliances.
The Chief Internal Auditor of the Company reports functionally to the Audit Committee
and administratively to the Managing Director & CEO. He participates in the meetings
of the Audit Committee and Risk Management Committee. The Audit Committee met the Internal
Auditor without the presence of the other members of the management during the year under
review.
The Chief Internal Auditor shares his findings on financial, safety, information
security, compliance and reporting risks on an annual basis with the Audit Committee along
with the exceptions report and mitigation plan.
During the year under review, the Audit Committee revised the Internal Audit Charter,
inter alia, to further enhance the governance mechanism, and elaborated the scope of work
of the internal audit function, specify the reporting structure of Chief Internal Auditor,
elaborate the authority and responsibilities of the Chief Internal Auditor.
The Audit Committee also approved the abridged version of the Internal Audit Charter
and the same is available on the website of the Company at
https://www.asianpaints.com/AbridgedIACharter.html.
Secretarial Auditors
The Board of Directors of the Company, on the recommendation made by the Audit
Committee, have appointed Dr. K. R. Chandratre, Practicing Company Secretary (Certificate
of Practice No. 5144), as the Secretarial Auditors to conduct an audit of the secretarial
records for the financial year 2023-24, based on consent received from Dr. K. R.
Chandratre.
The Secretarial Audit Report for the financial year 2022-23 under the Act read with
Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in
Annexure (A-1) to this Report.
The Secretarial Compliance Report received from Dr. K. R. Chandratre, for the financial
year 2022-23, in relation to compliance of all applicable SEBI Regulations/
Circulars/Guidelines issued thereunder, Secretarial Standards, pursuant to requirement of
Regulation 24A of the Listing Regulations, is set out in Annexure (A-2) to this Report.
The Secretarial Compliance Report has been voluntarily enclosed as good disclosure
practice.
As required by Schedule V of the Listing Regulations, the Auditors Certificate on
Corporate Governance received from Dr. K. R. Chandratre is annexed to the Report forming
part of this Integrated Annual Report.
The Secretarial Audit Report and Secretarial Compliance Report for the financial year
2022-23, does not contain any qualification, reservation or adverse remark.
Cost Auditors
The Company has maintained cost records for certain products as specified by the
Central Government under Section 148(1) of the Act. RA & Co., Cost Accountants (Firms
Registration No. 000242), are in the process of carrying out the cost audit for applicable
products during the financial year 2022-23.
The Board of Directors of the Company, on the recommendation made by the Audit
Committee, have appointed RA & Co., as the Cost Auditors of the Company to conduct the
audit of cost records of applicable products for the financial year 2023-24. RA & Co.,
being eligible, have consented to act as the Cost Auditors of the Company for the
financial year 2023-24.
The remuneration proposed to be paid to the Cost Auditors, subject to ratification by
the members of the Company at the ensuing 77th AGM, would not exceed Rs
9,00,000, excluding taxes and out-of-pocket expenses, if any.
The Cost Audit Report for the financial year 2021-22 does not contain any
qualification, reservation or adverse remark.
Reporting of Frauds by Auditors
None of the Auditors of the Company have reported any fraud as specified under the
second proviso of Section 143(12) of the Act.
RELATED PARTY TRANSACTIONS
Related party transactions at Asian Paints
The Company has been entering into transactions with related parties, including
entities directly and/or indirectly controlled by members of the Promoter(s) &
Promoter(s) Group, for its business purposes for more than three decades. These
transactions primarily include transactions relating to purchase of raw materials, packing
materials, intermediaries and such other transactions permissible and provided for under
the provisions of the Act, the Listing Regulations and the Income Tax laws.
The related parties with which the Company contracts: a. primarily supply their
products to the Company. b. bring in advanced and innovative technology for the benefit of
the Company. c. customise their products to suit the Companys specific requirements. d.
help in enhancing the Companys purchase cycles and assure just in time supply with
resultant benefits – notably on working capital.
All of the aforementioned benefits gives the Company a competitive and cost advantage
in the market, without compromising on the quality/service levels and based on sound
commercial judgement.
The Company follows robust internal processes before entering into transactions with
related parties and the considerations which govern the transactions with related parties
are the same as those applicable for other vendors of the Company. All the transactions
are undertaken for the benefit of the Company and in compliance with the applicable laws.
In order to ensure transparency and arms length pricing for such supplies by related
parties, the Company seeks multiple quotes from related parties and unrelated parties of
equal standing and appoints a related party only if such party offers competitive terms,
including pricing, as compared to unrelated parties. Along with pricing, manufacturing
capabilities to effectively serve Companys requirements and quality parameters are
primary factors taken into consideration.
As a part of the Companys annual planning process, before the beginning of a financial
year, details of all transactions proposed to be executed with related parties, including
estimated amount of transactions to be executed, manner of determination of pricing and
commercial terms, etc. are presented to the Audit Committee for its consideration and
approval. The details of said transactions are also placed before the Board of Directors
for their information. The Board members interested in a transaction do not participate in
the discussion of the item wherein that item is being considered.
Further approval is sought during the year for any new transaction/modification to the
previously approved limits/terms of contracts with the related parties. This is followed
by a quarterly review of the related party transactions by the Audit Committee.
Policy
The SEBI vide amendments to the Listing Regulations had introduced substantial changes
in the related party transaction framework, inter alia, by enhancing the purview of the
definition of related party and overall scope of transactions with related parties.
During the year under review, the Board of Directors based on recommendations of the
Audit Committee approved revisions to the Policy on dealing with and materiality of
Related Party Transactions and framework for transaction with related parties of the
Company to define the ordinary course of business, review of material related party
transactions and revise the thresholds for entering into transactions with related parties
and terms thereto.
The Companys Policy on dealing with and materiality of related party transactions is
available on the website of the Company at https://www.asianpaints.com/RPTPolicy.html.
Review
All transactions with related parties were reviewed and approved by the Audit Committee
and were in accordance with the Policy on dealing with and materiality of related party
transactions.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large.
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 arms
length basis in terms of provisions of the Act. Further, there are no contracts or
arrangements entered into under Section 188(1) of the Act, hence no justification have
been separately provided in that regard.
Statutory Disclosures
The details of the related party transactions as per Ind AS – 24 on Related Party
Disclosures are set out in Note 38 to the standalone financial statements of the Company.
The Company in terms of Regulation 23 of the
Listing Regulations submits within the stipulated time from the date of publication of
its standalone and consolidated financial results for the half year, disclosures of
related party transactions, in the format specified by the stock exchanges. The said
disclosures are available on the website of the Company at
https://www.asianpaints.com/StatutoryFilings.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 Annexure (B) to this Report.
INTERNAL CONTROLS
The Company has in place a well-established and robust internal control systems which
are commensurate with the nature of its business, size & scale and complexity of its
operations. Internal control systems comprising of policies and procedures are designed to
ensure sound management of the Companys operations, safe keeping of its assets, optimal
utilisation of resources, reliability of its financial information and compliance. Systems
and procedures are periodically reviewed to keep pace with the growing size and complexity
of the Companys operations. The Audit Committee also periodically reviews the adequacy
and effectiveness of internal control systems and provides guidance for further
strengthening them.
During the year under review, no material observation has been made by the Internal
Auditor or Statutory Auditors of the Company in relation to the efficiency and
effectiveness of such controls.
INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has designed and implemented the comprehensive Internal Financial Controls
System over financial reporting to ensure that all transactions are authorised, recorded
and reported correctly in a timely manner. The Companys Internal Financial Controls over
financial reporting provides reasonable assurance over the integrity and reliability of
financial statements of the Company.
The Company has detailed work instructions, Standard Operating Procedures, policies,
process and manuals which lays down roles, responsibility and actions required. Functional
heads are responsible to ensure compliance with all laws and regulations and also with the
policies and procedures laid down by the management.
The Companys Enterprise Resource Planning ("ERP") system of SAP S/4HANA is
well leveraged and implemented towards day-to-day transaction accounting and financial
reporting. The Companys ERP along with allied information technology solutions provide a
strong technology architecture for financial reporting controls. The Companys investment
in advanced automation system to enable automated accounting and financial closing
procedures in various area has resulted in better accuracy and faster financial reporting
with lesser manual interventions. The financial statement preparation has been automated
to ensure end-to-end system driven reporting across the Group reducing scope of manual
errors.
The Companys Shared Services Center has taken ahead the digitalisation journey and
delivered the aggressive targets for on-time payment processing with near zero errors. The
efforts towards digital processing, touchless processing, use of virtual assistant, on the
fly intelligence tool, use of optical character reader technology, mobile applications for
employee reimbursements, car hiring, hotel and travel booking has created strong delight
to stakeholders with related efficiencies in the process. The Company is continuously
experimenting and investing in new technologies to enable smoother and error proof
processes.
The Company actively tracks all changes in Accounting Standards, the Act and other
related regulations and makes changes to the underlying systems, processes and financial
controls to ensure adherence to the same. With increased business complexities, the
detailed accounting and financial treatment are decided for dealing with newer products,
services, assets, commitments, contracts and arrangements. All resultant changes to the
policy and impact on financials are disclosed, after due validation with the Statutory
Auditors, to the Audit Committee.
The Company has refreshed the Risk Assessment and Control Matrix for all processes
involved in financial reporting and periodically tested them for design and operating
effectiveness. Results of these tests are reported to the Audit Committee.
The Company gets its standalone financial results 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.
VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities. 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 the
‘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 those who report unethical practices
and irregularities.
All incidents that are reported are investigated and suitable action is taken in line
with the Whistle Blower Policy.
The Whistle Blower Policy aims to: a. allow and encourage stakeholders to bring to the
managements notice concerns about unethical behaviour. b. ensure timely and consistent
organisational response. c. build and strengthen a culture of transparency and trust. d.
provide protection against victimisation.
No person was denied access to the Audit Committee. During the year under review, the
Whistle Blower Policy was amended to formally extend the whistle blower mechanism to all
the stakeholders of the Company to enable them to file protected disclosures in the manner
ascribed in the Policy.
The Whistle Blower Policy has been appropriately communicated within the Company and is
available on the website of the Company at https://www.asianpaints. com/WBPolicy.html.
COMPLIANCE MANAGEMENT
The Company has in place a comprehensive and robust legal compliance management online
tool, which is devised to ensure compliance with all applicable laws which impact the
Companys business. Automated alerts are sent to compliance owners to ensure compliances
within stipulated timelines. The compliance owners certify the compliance status which is
reviewed by compliance approvers and a consolidated dashboard is presented to the
respective functional heads and Compliance Officer. A certificate of compliance of all
applicable laws and regulations along with corrective and preventive action, if any, is
placed before the Audit Committee and Board of Directors on a quarterly basis.
Additionally, the Company is in the process of implementing a centralised automated
tool for regular monitoring, response and maintaining repository of notices received from
statutory authorities.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall: (i) formulate the criteria for Board
membership, including the appropriate mix of Executive and Non-Executive Directors; (ii)
approve and recommend compensation packages and policies for Directors and Senior
Management Personnel; (iii) lay down the process for effective manner of performance
evaluation of the Board, its Committees and the Directors; and (iv) play the role of
Compensation Committee in accordance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and administer the Asian Paints Employee Stock Option Plan 2021.
During the year under review, the Nomination and Remuneration Policy was amended to
include the revised definition of senior management consequent to its amendment under the
Listing Regulations. As per the revised definition, all the functional heads of the
Company would now also be classified as senior management.
The salient features of the Nomination and Remuneration Policy of the Company alongwith
highlights of changes made during the year are outlined in the Corporate Governance Report
forming part of this Integrated Annual Report. The Policy is also available on the website
of the Company at https://www.asianpaints.com/ NRCPolicy.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 forming part of
this Integrated Annual Report.
Mr. Amit Syngle, Managing Director & CEO of the Company has not received any
remuneration or commission from any of the subsidiary companies. Further, the Company
doesnt have any holding company, hence, there does not arise a circumstance of any
remuneration or commission from holding company.
The information required under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors
and employees of the Company is set out in Annexure (C) to this Report.
BOARD EVALUATION
The Nomination and Remuneration Policy of the Company empowers the Nomination and
Remuneration Committee to formulate a process for effective evaluation of the performance
of individual Directors, Committees of the Board and the Board as a whole.
The criteria for the evaluation and the outcomes thereto are set out in the Corporate
Governance Report forming part of this Integrated Annual Report.
ASIAN PAINTS EMPLOYEE STOCK OPTION PLAN 2021 ("2021 PLAN")
The shareholders of the Company at their 75th AGM held on 29th
June, 2021 have authorised the Board to offer, issue and provide stock options to the
eligible employees of the Company and its subsidiaries under the 2021 Plan.
The 2021 Plan was introduced to incentivise, retain and attract key talent through this
performance-based stock option grant program and consequently enhance shareholder value.
The 2021 Plan aims to create a sense of ownership among the eligible employees and to
align their medium and long-term compensation with the Companys performance.
The vesting criteria is primarily based on achievement of annual performance parameters
by the eligible employees, number of years of service and such other criteria as may be
prescribed by the Nomination and Remuneration Committee from time to time. The exercise
price for stock options granted to eligible employees shall be at 50% of the
‘Reference Share Price of the
Company (as defined under the 2021 Plan).
The certificate from the Secretarial Auditor on the implementation of the 2021 Plan in
accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time
being in force) ("SEBI SBEB Regulations"), has been uploaded on the website of
the Company at https://www.asianpaints.com/AnnualReports.html.
The 2021 Plan is being implemented in accordance with the provisions of the Act and
SEBI SBEB Regulations.
The details of the stock options granted under the 2021 Plan and the disclosures in
compliance with SEBI SBEB Regulations are set out in Annexure (D) and are available on the
website of the Company at https://www.asianpaints.com/AnnualReports.html.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
During the financial year 2022-23, the Company has spent Rs 77.42 crores towards CSR
expenditure, including set-off of excess CSR spends of Rs 0.27 crores made by the Company
in previous financial years, in terms of the CSR annual action plan approved by the CSR
Committee and the Board of Directors, from time to time. The CSR initiatives of the
Company were under the thrust area of health & hygiene, enhancing vocational skills,
water conservation and disaster management.
The CSR annual action plan of the Company for the financial year 2022-23 and 2023-24 is
available on the website of the Company at https://www.asianpaints.com/ about-us.html.
The CSR Committee confirms that the implementation and monitoring of the CSR Policy was
done in compliance with the CSR objectives and Policy of the Company.
The Companys CSR Policy statement and annual report on the CSR activities undertaken
during the financial year ended 31st March, 2023, in accordance with the
Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules,
2014 ("CSR Rules") is set out in Annexure (E) to this Report.
Synopsis of the report of the independent agency for the CSR projects to which impact
assessment is applicable in terms of the provisions of Section 135 of the Act and CSR
Rules, has been provided as part of the said annual report on CSR.
RISK MANAGEMENT
The Company recognises that risk is an integral and inevitable part of business and is
fully committed to manage the risks in a proactive and efficient manner. The Company has a
disciplined process for continuously assessing risks, in the internal and external
environment along with minimising the impact of risks. The Company incorporates the risk
mitigation steps in its strategy and operating plans.
The objective of Risk Management process in the Company is to enable value creation in
an uncertain environment, promote good governance, address stakeholder expectations
proactively and improve organisational resilience and sustainable growth.
The Company has in place a Risk Management Policy which articulates the approach to
address the uncertainties in its endeavour to achieve its stated and implicit objectives.
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 to ensure that
key strategic and business risks are identified and addressed by the management.
During the year, the Company has also reviewed the Risk Management Framework which
lists out the principles and approach to the Risk Management 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 the Companys
long-term plans. Mitigation plans to significant risks are well integrated with business
plans and are reviewed on a regular basis by the senior leadership.
The Company periodically reviews and improves the adequacy and effectiveness of its
risk management systems considering rapidly changing business environment and evolving
complexities. The Company, through the Risk Management process, aims to contain the risk
within the risk appetite. There are no risks which in the opinion of the Board threaten
the existence of the Company. Further, some of the risks which may pose challenges are set
out in the "Managing our risks" section forming part of this Integrated Annual
Report.
The Risk Management Policy of the Company is available on the website of the Company at
https://www.asianpaints.com/RMPolicy.html.
INTEGRATED ANNUAL REPORT
This is the third year of publication of the Integrated Annual Report <IR> for
the Company in line with the framework published by the Value Reporting Foundation.
The Global Responsibility Indicators reported in the Integrated Annual Report have been
subject to Reasonable/Limited Assurance. The Assurance Report issued by Price Waterhouse
Chartered Accountants LLP has been annexed to this Integrated Annual Report. The Board
acknowledges its responsibility for the integrity of the Integrated Annual Report and the
information contained therein.
The Integrated Annual Report comprises both financial and non-financial information to
enable the members to take well informed decisions and have a better understanding of the
Companys long-term perspective and value creation for all the stakeholders. The
Integrated Annual Report, this year, includes a disclosure on the Environment, Social and
Governance ("ESG") commitments of the Company in addition to the disclosures on
value creation based on 6 capitals, viz., financial capital, manufactured capital,
intellectual capital, human capital, social & relationship capital, natural capital.
The key initiatives taken by the Company with respect to stakeholder engagement, ESG,
Health and Safety of employees has been provided separately under various capital sections
of this Integrated Annual Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as stipulated under the Listing Regulations
is presented in a separate section forming part of this Integrated Annual Report.
Corporate Governance Report and Business Responsibility and Sustainability Report
In compliance with Regulation 34 of the Listing Regulations, a separate report on the
Corporate Governance and the Business Responsibility and Sustainability Report, forms part
of this Integrated Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on
31st March, 2023 in Form MGT-7 in accordance with Section 92(3) read with
Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules,
2014, is available on the website of the Company at
https://www.asianpaints.com/AnnualReports.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 Committee 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. Further, the Policy also gives shelter to contract workers,
probationers, temporary employees, trainees, apprentices of the Company and any person
visiting the Company at its office.
The Company periodically conducts sessions for employees across the organisation to
build awareness about the Policy and the provisions of Prevention of Sexual Harassment
Act.
Complaints of sexual harassment received during the financial year 2022-23 by the
Company were investigated in accordance with the procedures prescribed and adequate steps
were taken to resolve them. Further details with respect to the complaints of sexual
harassment is provided in the Corporate Governance Report forming part of this Integrated
Annual Report.
The Policy formulated by the Company for prevention of sexual harassment is available
on the website of the Company at https://www.asianpaints.com/POSHPolicy.html.
REGISTRAR AND SHARE TRANSFER AGENT
TSR Consultants Private Limited is the Registrar and Share Transfer Agent of the
Company.
SHARE CAPITAL
During the financial year 2022-23, there was no change in the authorised, issued,
subscribed and paid-up share capital of the Company.
Confirmations: a. During the year under review, the Company has not:
(i) issued any shares, warrants, debentures, bonds, or any other convertible or
non-convertible securities.
(ii) issued equity shares with differential rights as to dividend, voting or otherwise.
(iii) issued any sweat equity shares to its Directors or employees.
(iv) made any change in voting rights.
(v) reduced its share capital or bought back shares. (vi) changed the capital structure
resulting from restructuring.
(vii) failed to implement any corporate action.
b. The Companys securities were not suspended for trading during the year.
c. The disclosure pertaining to explanation for any deviation or variation in
connection with certain terms of a public issue, rights issue, preferential issue, etc. is
not applicable to the Company.
UNCLAIMED DIVIDEND
In terms of applicable provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), during the year under review, unclaimed dividend amounting to Rs 1.48
crores was transferred by the Company to the Investor Education and Protection Fund
("IEPF"), established by the Government of India.
Further, 2,57,798 shares were transferred to the demat account of the IEPF Authority
during the year, in accordance with the IEPF Rules, as the dividend(s) has not been
claimed by the shareholders for 7 (seven) consecutive years or more.
The details of unclaimed dividend lying in the unclaimed dividend accounts of the
Company and details of resultant benefits arising out of shares already transferred to
IEPF as on 31st March, 2023 is provided in General Shareholder Information
section forming part of this Integrated Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
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 ("Commission") 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 the Section 26(1)
of the Competition Act, 2002 ("the Competition Act"). Based on this Order, the
DG initiated the investigation against the Company and on 17th December, 2021
had submitted its consolidated Investigation Report to the Commission.
The Honble Commission vide its Order dated 8th September, 2022 has noted
that the Company has not contravened any charging sections i.e., Section 4 and Section
3(4) read with Section 3(1) of the Competition Act. The said Order of the Honble
Commission has been appealed in National Company Law Appellate Tribunal by the
complainants.
LOANS AND INVESTMENTS
Details of loans, guarantees and investments covered 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, 2023, are set out in Note 36(B) to the standalone financial
statements of the Company.
DEPOSITS
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.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors, General Meetings and on
voluntary basis the Standard on Report of the Board of Directors.
This Report of the Board of Directors is in compliance with the provisions of the
Secretarial Standards – 4 on Report of the Board of Directors.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
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 (F) to this Report.
AWARDS AND ACCOLADES
The details of some of the significant accolades earned by the Company during the
financial year 2022-23 has been provided as part of this Integrated Annual Report.
OTHER DISCLOSURES a. No credit rating has been obtained by the Company with respect
to its securities. Further, the details of the credit rating obtained by the Company with
respect to its long-term and short-term borrowings have been provided separately in the
General Shareholder Information section of this Integrated Annual Report b. No application
has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC,
2016"), hence, the requirement to disclose the details of application made or any
proceeding pending under the IBC, 2016 during the year along with their status as at the
end of the financial year is not applicable
c. 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 of the Company. Our consistent growth has been possible by their hard work,
solidarity, co-operation 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 |
| Deepak Satwalekar |
| Chairman |
| (DIN:00009627) |
| Place: Mumbai |
| Date: 11th May, 2023 |