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Director's Report

Asian Paints Ltd
Industry :  Paints / Varnishes
BSE Code
ISIN Demat
Book Value()
500820
INE021A01026
169.6479073
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ASIANPAINT
51.35
274493.63
EPS(TTM)
Face Value()
Div & Yield %
55.73
1
0.9
 
As on: Feb 28, 2024 12:40 PM

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 Company's 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 Board's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's Policy for determining material subsidiaries is available on the Company's 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 Auditor's 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 Company's 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 Company's 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 Company's 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 Director's 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 AUDITOR'S REPORT Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (Firm's 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 Auditor's 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 Auditor's 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 (Firm's 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 Company's specific requirements. d. help in enhancing the Company's 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 arm's 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 Company's requirements and quality parameters are primary factors taken into consideration.

As a part of the Company's 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 Company's 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 arm's 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 Company's 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 Company's 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 Company's 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 Company's Enterprise Resource Planning ("ERP") system of SAP S/4HANA is well leveraged and implemented towards day-to-day transaction accounting and financial reporting. The Company's ERP along with allied information technology solutions provide a strong technology architecture for financial reporting controls. The Company's 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 Company's 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 management's 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 Company's 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 doesn't 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Hon'ble 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 Hon'ble 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

   

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