APL/SEC/25/2021-22/21
4th June, 2021
BSE Limited The National Stock Exchange of India Limited Corporate Relationship Department Exchange Plaza, Plot No. C/1, Phiroze Jeejeebhoy Towers, Block G, Bandra – Kurla Complex, 25 th Floor, Dalal Street, Bandra (East), Fort, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500820 Symbol: ASIANPAINT
Sir/Madam,
Sub: Integrated Annual Report of the Company and Notice convening 75 th Annual General Meeting (“AGM”)
Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed Notice convening the 75 th AGM and the Integrated Annual Report of the Company for the financial year 2020-21.
In compliance with relevant circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the Notice convening the AGM and the Integrated Annual Report of the Company for the financial year 2020-21 has been sent to all the members of the Company whose email addresses are registered with the Company or Depository Participant(s).
The AGM of the Company will be held on Tuesday, 29 th June, 2021, at 11:00 AM IST through Video Conferencing/ Other Audio Visual Means in accordance with the aforesaid circulars.
The Notice of AGM along with the Annual Report for the financial year 2020-21 is also being made available on the website of the Company at: https://www.asianpaints.com/more/investors/AnnualReportFY2021.html
This is for your information and record.
Thanking you,
Yours truly,
For ASIAN PAINTS LIMITED Digitally signed by JEYAMURUGAN JEYAMURUGAN RAMALINGAM RAMALINGAM JEYAPANDIYAN JEYAPANDIYAN Date: 2021.06.04 23:33:16 +05'30' R. J. JEYAMURUGAN CFO & COMPANY SECRETARY
Encl: As above
Bringing joy to people’s lives Inspiring. Beautifying. Empowering.
INTEGRATED REPORT 2020-21 ASIAN PAINTS LIMITED
Contents Bringing joy to STRATEGIC REVIEW Performance in FY 2020-21 (Standalone) 2 About the report 4 people’s lives About Us 6 Chairman’s letter 8 MD & CEO’s message 10 Inspiring. Beautifying. Empowering. Asian Paints Charter 12 Board of Directors 14 Value creation model 16 At Asian Paints, we are in the business of Key risks and mitigation strategies 18 creating a fresh meaning for every space we Stakeholder engagement and 20 materiality assessment touch, with a commitment towards making Global footprints 24 a difference and improving lives. As one Business segment 26 of the most endearing and loved brands Brand portfolio 28 Key performance indicators 30 of the country, our intent and efforts are Financial capital 32 encapsulated by three-core focus on: Manufactured capital 36 Human capital 42 Inspiring. Beautifying. Empowering. Intellectual capital 52 Natural capital 56 Social and relationship capital 66 We deliver holistic solutions with our understanding of spaces Management discussion and analysis 74 and a passion to embed design in the fabric of India. From Ten Year Highlights 92 an ever-expanding product portfolio and ‘colour to décor’ Awards and accolades 94 expertise in design consultancy, from meeting diverse and STATUTORY REPORTS evolving customer aspirations as to initiatives like St+Art Notice 95 Foundation and Donate A Wall - we are embellishing every corner of India with the colours of life. Board’s report 120 Report on corporate governance 145 Thought leadership is an important aspect within the General shareholder information 162 ecosystem, and our influencer engagement programmes, Business responsibility report 174 such as the Indian Design Week, The Masters and Colour Scheme Pro, among others reflect our efforts in this direction. FINANCIAL STATEMENTS We inspire a thriving community of designers, architects Standalone financial statements 186 and creators by connecting, influencing and empowering Consolidated financial statements 254 individuals and firms that are doing substantial work. Our skilling programmes enable painters and contractors to take 334 GRI CONTENT INDEX control of their growth aspirations.
Additionally, we enrich lives and add value via a plethora of education, health and hygiene, and employability The Integrated Annual Report enhancement programmes, while also sustaining the with related Annexures can be planet’s ecological balance through a host of natural wealth downloaded from below weblink: conservation initiatives. www.asianpaints.com ASIAN PAINTS LIMITED
Performance in FY 2020-21 (Standalone) Delivering stable and
sustainable outcomes ENVIRONMENT 184.5% 57.2% FINANCIAL Water replenishment Renewable Energy (RE) consumption out of total consumption * * `18,516.9 Crores `4,859.5 Crores 56% 75.9% Revenue from operations Earnings before Interest Taxes Depreciation Reduction in specific hazardous Reduction in specific effluent and Amortisation (EBITDA) waste disposal generation 7.7% 15.3% *As compared to baseline year 2013-14 *As compared to baseline year 2013-14 Strategic Review Strategic Integrated Report 2020-21 Report Integrated `4,090.4 Crores `31.8 2 3 Profit Before Tax Earnings per share 2,700+ tonnes 19.8% 15% Post-consumer flexible plastic across 15 states in India recycled
OPERATIONAL SOCIAL
1,730,000 KL/annum 48 `63 Crores 170,000+ Installed decorative New products/ CSR expenditure Beneficiaries directly impacted through paint capacity variants developed our health initiatives 14 178,000+ 199,000+ Patents granted Man-days of training through Asian Paints Participants attended training sessions at Colour Academy the Asian Paints Colour Academy ASIAN PAINTS LIMITED
ABOUT THE REPORT Asian Paints, headquartered in Mumbai, is in the Paints Limited, unless otherwise specified. Further, the business of manufacturing and selling wide range reporting boundary for Natural Capital which primarily of paints for decorative and industrial use. We also includes energy, water, waste and emissions is limited to offer wall coverings, adhesives and services under decorative paint business in India. its portfolio. We have entered Home Décor segment offering lightings, furnishings and furniture, along with Forward-looking statements end-to-end design to execution servicesunder this Certain statements in the report regarding our business segment. We are also present in the Home Improvement are forward-looking statements. These include all business offering bath and kitchen products. This is the statements, other than those of performance highlights first Integrated Annual Report of Asian Paints Limited and historical facts, including those regarding the market and, through this report, we are presenting the value and financial position, business strategy, and objectives creation approach for our stakeholders. for future operations. Forward-looking statements shall be identified by words such as anticipates, expects, The report outlines our business performance during intends, may, will, believes, estimates, outlook and other financial year 2020-21 (FY 2020-21), along with words of similar meaning in connection with a discussion performance on key Environment, Social and Governance of future operational or financial performance. (ESG) aspects. The performance has been demonstrated Forward-looking statements are necessarily dependent through six capitals of the Integrated Reporting
Reporting period The information is reported for the period from Report navigation 1st April, 2020 to 31st March , 2021. However, the data on Occupational Health and Safety is reported as per the calendar year. We have outlined the historical trends of the data wherever relevant.
Scope and boundary Financial Manufactured Human The Report contains information of business carried capital capital capital out by Asian Paints Limited. We have transitioned from Financial reporting to Integrated Reporting which covers information beyond financial capital. In addition to financial capital, the report also covers five other capitals – natural, intellectual, manufactured, social & relationship and human capital and the interlinkages between them. Intellectual Social and Natural capital relationship capital The Report showcases our purpose, values and strategic capital focus areas leading to value creation for business and all its stakeholders. All such information presented in + Page 32 this report pertains to standalone operations of Asian ASIAN PAINTS LIMITED
About us Driving 75+ years OUR STATURE #1 3rd 9th 75+ Paints company Largest paint Largest paint Years of innovation in of excellence in India company in Asia company globally the paint industry We have come a long way since our humble beginnings in 1942. Four Friends, who were willing to take on the world’s biggest, most OUR SCALE famous paint companies operating in India at that time, set up a partnership firm. Over the course of two decades, we became a 60+ 26 `21,712.8 Crores corporate force and India’s leading paints company. Driven by our strong Markets served Paint manufacturing Consolidated turnover consumer-focus and innovative spirit, we have been a preferred brand facilities worldwide for paints in India for more than 50 years. OUR REACH We operate in 14 countries and have 26 paint manufacturing facilities in the world, servicing consumers in over 60 countries. 70,000+ 18 450+ PURPOSE We offer a wide range of paints for decorative and Dealer network AP Beautiful Homes Colour Ideas stores Strategic Review Strategic Integrated Report 2020-21 Report Integrated industrial use and also offer wall coverings, adhesives in India Stores in India in India and services under our portfolio. We are also present in We exist to beautify, 6 the Home Improvement and Décor segment and offer 7 bath and modular kitchen products. preserve, transform all OUR PEOPLE At Asian Paints, we partner with our consumers in their spaces and objects, bringing journey for creating beautiful spaces and help them give happiness to the world. expression to their creativity. 10,000+ 200+ Global Scientists driving workforce innovation
OUR OFFERINGS
Products • Paints • Chemicals • Wall Coverings • Textures Painting Aid • Waterproofing solutions • Wall Stickers • Mechanised Tools • Kitchens and Wardrobes • Adhesives • Modular Kitchens and Wardrobes • Bath Fittings and Sanitaryware • Sanitizers and Surface Disinfectants • Furniture, Furnishings and Lightings San Assure and Safe Painting Home Décor Beautiful Homes Service Service Services We offer ‘San Assure’ a sanitization Range of Furniture, Furnishings ‘Beautiful Homes Service’ is an • Home Painting Services • Interior Design Services service and ‘Safe Painting’ service for and Lighting Products under three exclusive end-to-end solution that • Experience Retail Stores • Colour Consultancy our customers. brands – Nilaya, Royale and Ador, provides consumers a personalized • Projects • Sanitization services thus offering a wide spectrum interior design service with of offerings in the ‘Home Décor’ professional execution to create category. their dream homes ASIAN PAINTS LIMITED
Chairman’s letter
solutions to our customers. This further strengthened our brand salience in the ‘Health & Hygiene’ category and reinforced Asian Paints as the ‘most preferred brand’ for As we continued to manage Enhancing our our customers. Looking at the huge strain on the public infrastructure due to the pandemic, we also pushed for the business dynamically to community safety measures, supporting various local administrations, state governments as well as the central address the uncertainties in value proposition government in providing personal protective equipment, the wake of the pandemic, we sanitization products and services. continued to enhance our focus Handholding the customer on understanding the changing for customers In my last communication, I had mentioned that for an organisation to grow and retain its market leadership, customer needs and aspirations it had to guide its customers through the new normal across our businesses, and that would emerge out of our collective experiences of this pandemic, and fulfil their requirements through address these through new innovative ideas, products and solutions. As we continued products and solutions with to manage the business dynamically to address the uncertainties in the wake of the pandemic, we continued a strong value proposition to enhance our focus on understanding the changing for our customers. customer needs and aspirations across our businesses, and address these through new products and solutions with a strong value proposition for our customers. Our focus on new categories and new products have yielded us new gains and also given us unique strengths. During the year, we further augmented our Home Décor
capabilities, introducing offerings in Lightings, Furnishings Review Strategic and Furniture to cater to customer aspirations. We set of financial results but have also strengthened our also partnered with multiple designers, architects, partners and stakeholders. I am confident that with the 9 capabilities to endure and respond to such uncertainties. and end-delivery contractors to launch our ‘Beautiful guidance of our experienced Board, dynamic leadership Under his leadership we embraced new challenges and the Homes Service’ that offers end-to-end services – from of the management team, and the commitment of our Asian Paints Group has responded to many adversities with personalised interior design to professional execution. employees, we will not just overcome the challenges but unflinching commitment to our consumers, communities In the Industrial Coatings business, we launched a convert these very challenges into opportunities to move to and citizens, finding ingenious ways and means to reach out comprehensive Asset Protection Management service, an even higher trajectory of sustainable growth. to them. thereby strengthening our relationship with key customers. Many of these new products and solutions WARM REGARDS, DEAR SHAREHOLDERS, Realigning our priorities were also rolled out in our global markets with relevant market-specific customisations. Ashwin Dani The year gone by was one of the most difficult and As we started the financial year 2020-21 in the midst of the Chairman challenging ones that many of us have faced, and it has nationwide lockdown, our first and foremost priority was As an organisation, we have always upheld the highest impacted our lives in unforeseen ways. The COVID-19 to ensure the health and well-being of all our employees, standards of corporate governance, which has been the pandemic has cast a shadow of uncertainty and anxiety all direct as well as indirect, by setting up work-from-home bedrock for our growth as a sustainable, responsible over the world, affecting people across all social strata. infrastructure and ensuring safe, sanitized workplaces at corporate citizen. To further enhance the governance Through these difficult times, the relentless effort and our manufacturing plants and various sales locations across standards, the Board of Directors constituted an determination of all the frontline health and social workers the country. The other key priority was to open up access Investment Committee to focus on our strategic direction has stood out as a beacon of hope for humanity, and I to our customer and the extension of our Health & Hygiene and initiatives. would like to convey my sincere gratitude to them for not product portfolio through the sanitizers & disinfectants only keeping us safe but also helping the economy move range, for varied surfaces and usage, coupled with our ‘San Looking ahead forward. On our part, we have participated in the various Assure’ sanitization service and ‘Safe Painting’ solutions. initiatives of the government and extended our solidarity by It helped us open our dealer network and provide safe As we look at navigating the business forward in the new donating to various states across the country and financial year, uncertainties have resurfaced with the also helping large number of hospitals fight this emergence of a strong, second wave of the COVID-19 extreme situation. I am also hopeful that if each one of us pandemic. The situation has also worsened in many of our acts in a responsible manner, we would be able to put this As an organisation, we have markets in South Asia and the Middle East, with infection hardship behind us and look towards brighter, healthier always upheld the highest numbers surpassing previous peaks. While governments and safer days ahead. are keen to accelerate vaccination, only an effective drive standards of corporate governance, covering a large proportion of the population, will help us Mr. Amit Syngle took over the position of the Managing contain this spread. Director & CEO of our Company right in the midst of a which has been the bedrock for challenging and unprecedented year, and it gives me our growth as a sustainable, In the meantime, safety and well-being will remain our immense pleasure to note that under his able leadership, highest priority. We will focus on addressing business we have not only successfully delivered a very strong responsible corporate citizen. challenges with agility, working closely with our business ASIAN PAINTS LIMITED
MD & CEO’s message the ‘San Assure’ service, combined with our comprehensive The automotive industrial coatings business, with its large range of sanitizer products, provided us a unique edge in dependency on the automobile sector, also registered good both retail and institutional markets to address customer growth in the second half of the year. concerns, offering them complete peace of mind by International business A resolve to deliver meeting their requirements in a safe and secure manner. The International business portfolio also delivered a robust The Projects segment of our business also registered strong performance across most of the geographies, despite growth once the lockdown was eased. subdued business conditions. There was exceptional We have now firmly established ourselves as the #1 player emphasis on enhancing product features, drawing from our in the Projects & Institution business with strong strengths value amid challenges experiences across geographies and customising them to as a waterproofing expert. deliver unique value propositions in each of our markets. DEAR SHAREHOLDERS, The year that was The year also saw our vision of evolving into a Home We took a big strategic shift and were able to leverage Décor company, propelling the business, with a strong capabilities of the domestic business in the Waterproofing FY 2020-21 was a year of new norms – new customer In my last communication, I had expressed my confidence set of initiatives. We put together a strong and seamless space, making a strong mark and differentiating ourselves, in our organisation’s ability to navigate the uncertainties expectations and needs, and a new work environment and omnichannel model to partner with the customers in their building a strong portfolio. The other strategic shift was to posed by the coronavirus pandemic by constantly striving its challenges. As an organisation, we not only adapted journey of translating their dream homes into reality, enter the service space and introducing the ‘Safe Painting’ to understand the evolving needs of the customer and to these new norms, addressing the emerging realities, through the Digital, @AP store and @Home channels. service proposition across key markets elevating the brand bringing happiness to their lives. It gives me immense but also remained in pursuit of our long-term strategic Our digital property, beautifulhomes.com, continues to in the eyes of the customer. pleasure to say that as an organisation, we have been objectives that would enable us deliver sustainable be the most inspirational digital décor content platform, Progressive steps able to manage these uncertainties with conviction, growth. The uncertainty in the first few months brought offering unique and exciting design ideas to customers. During FY 2020-21, the Board of Directors approved the reinforcing our ‘customer-first’ approach and brought in a AP Beautiful Home Stores network has now expanded to us together, offering a unique opportunity to introspect, formulation of the Employees Stock Option Plan 2021 huge innovation and a strong strategic intent to focus on 18 stores. They offer one-of-its-kind customer experience, reflect on our organisational journey over the past decades (ESOP) for the grant of stock options to ‘Eligible Employees’ medium-to long-term vision. And this has helped us deliver combining state-of-the-art visualisation platform with and powered our zeal to visualise a roadmap to take our of the Company and/or its subsidiary companies. extremely good results. physical displays, not just for paints but for a complete organisation to the next level. We aligned and empowered This ESOP has been placed before the shareholders for décor product range that covers custom-design-to- Before I deep-dive into some key highlights of our their approval at the ensuing 75th the whole team into this new Asian Paints future and execution furniture, furnishings, lightings, customised tiles, Annual General Meeting performance this year, I would like to express my profound gave wings to some certainty in the whole environment full-modular kitchens to bath and sanitary products. of the Company. I am confident that this will encourage appreciation for all the frontline healthcare staff and those of uncertainty. This unique power of collaboration and We launched the Beautiful Homes Service, a seamless our employees to devote themselves even more diligently engaged in providing essential services for their tireless and standing for each other’s success helped the entire team at ‘custom-design-to-execution’ service across eight top cities, to the organisation’s future through their ownership and heroic efforts to provide all of us with the much needed commitment, and thus enable long-term wealth creation Asian Paints rally behind the key strategic objectives laid out with the aim of expanding to many more such centres. I am Review Strategic ray of hope in such difficult times. COVID-19 has touched confident that with this holistic approach, we would become for all stakeholders. all of us, directly or indirectly, and these heroes have rallied for all our businesses. This not only resulted in the strong, the most preferred Home Décor partner for our customers. beyond their call of duty to provide us support, despite industry-leading performance for the year under review, FY 2020-21 also marks an important milestone in our 11 innumerable obstacles. but also laid the strong foundation for future growth. reporting journey with the publication of our first Integrated Report as per the Integrated Reporting Decorative business, India Framework
We are , delivering joy since 1942. We are in the business of colour, décor, design and protection, we make anything & everything beautiful and lasting. Being innovators, we transcend global boundaries and are the preferred brand. We are dynamic and disruptive. Constantly redefining trends with world-class solutions, inspiring Amit Syngle consumers to realise their dreams. Managing Director and CEO We are committed to sustainability and safety. It is with great pride and purpose that I would like to share the AP Charter: We are creative. Co-creating and partnering with customers and stakeholders, transforming Billions of This charter includes the voice of every employee living spaces and objects. in the Company and indeed represents them. Despite the challenges during the pandemic, We exist to beautify, preserve, transform all spaces and objects, bringing happiness to the world. the employees decided to create the future of their dreams. The final outcome, after days We dare. We care. of deliberation and co-creation, is extremely energising and allows the Company to delight We create beautiful worlds. the customer. It truly embodies the spirit of You can count on us. the Company and what every stakeholder would vouch for. The values that would be pivotal in giving life to the charter were thoughtfully crafted and shared We value: with the entire organisation. I am very happy to say that with customer at the core of everything we do and these values fuelling our journey, you Standing for each Creative zeal Integrity can indeed count on us. other’s success Passionately striving to cause disruption by a We honour our word, always. Always being selfless, ensuring success of all constant search for innovative, out of the box I present to you the AP charter, a charter which is groups and individuals, like we would and differentiated solutions and executing for ourselves with velocity and attention to detail timeless and one which every stakeholder would see his desires being addressed.
Audacity Scientific rigor Customer passion Fearless in challenging the usual way of Adopting a data-analysis driven approach to Treating our customers the way we would doing things, stretching for bold goals decision making and continuous experimentation want to be treated. Customer First! as a way of life towards building world class practices and products ASIAN PAINTS LIMITED
Board of Directors Leading the journey to achieve long-term success
ASHWIN DANI MANISH CHOKSI Non-Executive Chairman Non-Executive Vice-Chairman Strategic Review Strategic Integrated Report 2020-21 Report Integrated
14 15
ABHAY VAKIL AMIT SYNGLE MALAV DANI AMRITA VAKIL JIGISH CHOKSI DEEPAK SATWALEKAR Non-Executive Director Managing Director & CEO Non-Executive Director Non-Executive Director Non-Executive Director Independent Director
Dr. S SIVARAM M K SHARMA VIBHA PAUL RISHI R SESHASAYEE SURESH NARAYANAN PALLAVI SHROFF Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director 16 Integrated Report 2020-21 and Development (R&D) Research on Spent consumption water Specific KL/KL 0.8 Natural capital Social and capital relationship centre R&D at scientists of Number 200+ ` Intellectual capital development and learning Investment in ` employees Permanent 7,160 Human capital facilities manufacturing own * Only * annum per capacity paint Installed decorative 1,730,000 KL equipment and plant Property, ` Manufactured capital fund Shareholder’s ` Financial capital joy deliver We Value creation model PAINTSASIAN LIMITED Other Capitals Asian Paints Limited (Standalone) Natural Capital Reporting Boundaries development Integrated watershed ` expenditure CSR ` dealers of No. 70,000+ 12,091.1 Crores 20.1 Crores 63 Crores 63 3,810.9 Crores 3,810.9 82.6 3.8 Crores 3.8 EXTERNAL ENVIRONMENT EXTERNAL INPUTS Crores
Decorative Paint Business in India in Business Paint Decorative
initiatives environmental Expenditure on ` Supplier base 15,000+ contractual employees Temporary/ 16,354 centres processing Outsourced 24 facilities manufacturing Own 10 Borrowings ` 1.3 Lakhs + Lakhs 1.3 designers) architects/interior (contractors/painters/ influencers Business information technology Investment in ` patents patents filed Number of 20 12.2 Crores 12.2 27.4 Crores 45 Crores 45
STAKEHOLDERS Values • • • • • Strategic focus the world. bringing happiness to objects, and spaces all transformpreserve, We exist to beautify, Our purpose technology Cutting-edge Sustainability solutions co-created Innovative and team High-performance celebrations Customer • other’s success other’s Standing for each
Customers | Influencers | Investors | Employees | Community | Community | Employees | Investors | |Influencers Customers • opportunities Governance products and Creative zeal Risks andRisks Services Deliver management propagation Customer life cycle cycle life Brand Brand value value • Integrity OUR BUSINESS PROCESSES Government Bodies and | Regulatory Vendors Innovation-led Innovation-led manufacturing and services Sustainable • products and safe safe and Audacity management supply chain Strategic allocation Resource Strategy • Scientificrigour Adhesives OUTPUTS Services Product portfolio Bath fittings and and fittings Bath Paints sanitary waresanitary Safe Painting Retail Stores Manufactured/ traded products Traded Experience Projects Services • Waterproofing Customer passion Decor Interior Design Consultancy Sanitization Sanitization Sanitizers and disinfectants services Services Colour coverings Tools Wall Wall Initia health through Revenue ** As compared to baseline year 2013-14 year to baseline compared As ** effluent generation Specific in Reduction 75.9%** (SNPW) Water Non-Process Specific on Reduction 58.9%** footprint disposal waste hazardous specific in Reduction 56%** Natural capital 170,000+ initiatives: community of Impact Social and capital relationship granted patents of Number 14 Intellectual capital (LTIFR) Rate Frequency Ti Lost 0.7 Human capital PAT ` ` Financial capital Lives touched touched Lives 18,516.9 Crores 18,516.9 3,052.5 Crores 3,052.5 OUTCOMES
tives me Injury Injury me
total consumption consumption out of energy Renewable 57.2% Emission reduction ** 65.4% consumption electricity specific in Reduction 34.7% ** Water replenishment 184.5% variants developed variants products/ New 48 Academy Trainings Colour through Beneficiaries 199,000+ EPS ` EBITDA ` Attrition rate Attrition 7.8% Severity rate rate Severity 23.4 4,859.5 Crores 4,859.5 31.8
ROCE 38.1%
17 Strategic Review ASIAN PAINTS LIMITED
Key risks and mitigation strategies1 Building a holistic framework
to monitor risks Residual risks: There are certain uncertainties with remote possibilities Mitigation strategies to address the above risks are like earthquake, natural disaster, and other macroeconomic incorporated within the policies and processes. The same In a rapidly changing business environment with dynamic customer factors, impact of which could go beyond the risk appetite has been discussed in detail in respective capitals. articulated by us. Despite best efforts and intentions, these requirements, business risks are constantly evolving. As a result, there is We regularly identify and assess opportunities with risks would continue to exist, and we would continue to respect to the internal and external factors. Focusing on significant variation in the emerging risks landscape across businesses. take steps to reduce the impact of these. the expectations of our stakeholders and creating value for them over the short, medium and long term, we aim We, at Asian Paints, continuously monitor the internal and other related details are provided in the statutory section of Emerging risks: external environment to identify potential, emerging risks our Integrated Report. We evaluate risks that can impact our to harness these identified opportunities. Keeping the The management has identified certain other uncertainties and their impact on our business. strategic, operational, compliance and reporting objectives2. customer at the core, we continue to find avenues to like supply chain disruptions due to any political/ optimise value creation for all stakeholders. This calls for Our risk management framework ensures identification Following is a summary of key identified risks. More details geographical issues in any foreign country, market risk intense work to leverage our relations with stakeholders, of emerging risks and is flexible enough to accommodate regarding these risks can be found in the management related to e-commerce, and intensifying competition risk, information technology, research and development to decentralized risk management practices. Composition of discussion and analysis section of this report. The section to name a few. Mitigations steps are being taken wherever create competitive advantage while being firmly the risk management committee, their responsibility and explains some aspects of the key strategic and business risks. necessary to reduce the impact of these uncertainties. committed to raising the bar on sustainability and safety.
IMPACT OF THE RISK
Fraud and Unethical Strategic Review Strategic
Integrated Report 2020-21 Report Integrated Customer Facing Sustainability Human Capital Compliance Information Security behaviour
18 y The customer of today is looking for y Risk pertaining to the use of y Enough opportunities to grow y Inherent risk of fraud and y Speed and extent of changes y Securing confidential information 19 customised solutions and services and natural resources like water professionally unethical behaviour in the regulatory landscape of the Company not just products y Reducing energy consumed and y Maintaining employee relations y Evolving interpretation y Protecting devices from external y Customers across the spectrum desire hazardous waste generation in and meeting their aspirational to newer statutes attacks personalised living spaces the manufacturing process needs y The customer seeks delight right y Ensuring uptime of all critical through the journey of making y Continuity of business operations, y Employee engagement and IT assets, including automation his/her dream home. Merely including information technology fostering a spirit of competitive systems operating at the plants delivering an end product is no longer assets collaboration sufficient y Care for the community in which y Safety and overall well-being y Customers interact companies we operate of employees through a variety of channels and influencers Maintaining a seamlessness and delightful connect through all touchpoints is critical y Products that go beyond just décor and promote safety, health and hygiene of consumers
CAPITAL IMPACTED
Financial Manufactured Manufactured Natural Manufactured Human Financial Human Financial Social and Financial Intellectual Capital Capital Capital Capital Capital Capital Capital Capital Capital Relationship Capital Capital Capital
Intellectual Social and Social and Capital Relationship Capital Relationship Capital
1 GRI 102-15 Key impacts, risks, and opportunities 2 GRI 102-30 Effectiveness of risk management processes ASIAN PAINTS LIMITED
Stakeholder engagement and materiality assessment Stakeholder engagement At Asian Paints, stakeholders play an integral role in our groups on our business and vice versa3. Based on the Ensuring shared growth journey and we recognise the need to partner with them exercise carried out, we prioritised our key stakeholders and understand their concerns to deliver the ambitious to understand their expectations and concerns. targets which we have set for ourselves as a part of the Through regular interactions4 with our stakeholders organisational vision.Our multi-stakeholder model aims across various channels, we have been able to through meaningful to understand the requirement of our stakeholders strengthen our relationships and enhance our and we attempt to respond to them through various organisational strategy. initiatives and programmes. We have identified the following key stakeholder group Our process of stakeholder engagement involved and each stakeholder continues to contribute in their interactions identifying key internal and external stakeholders own way in creating value for our business. followed by analysing the impact of each stakeholder How we create value for our stakeholders5
STAKEHOLDER GROUP KEY CONCERNS AND EXPECTATIONS6 OUR APPROACH OF ENGAGEMENT
y Personalised learning and development programmes y Digital engagement y Employee well-being y Regular performance review and feedback y Exit interviews y Learning and development y One on one engagements and town hall meetings y Programmes catered around overall well-being y Occupational health and safety y Employee engagement surveys y Engaging with students in leading campuses Employees
y Delightful experience y Anticipating requirements y Partnering with them in their journey from
through the journey of décor Creating value products to services Customer satisfaction survey Review Strategic Integrated Report 2020-21 Report Integrated y y y Product safety and y Convenience y One–on–one interactions y Feedback surveys and calls post addressal 20 value for money y Solutions and not just products y Digital channels like mobile applications of complaints 21 Customers y Innovative products y Better servicing (Colour with AP), website and many more y Customer service helpline
y Adherence to compliance in y Emails and letters y Regulatory Filings y Inputs for ease of doing business substance and spirit y Conferences y Meetings with officials y Inputs for regulatory changes Government and y Collaboration on national agenda y Industry forums y Representations Regulatory Bodies
y Collaboration with Non-Governmental y Social concerns such as health y Sustainable way of carrying Organisations (NGOs) y Skill development and hygiene, skilling and water on the business y Field visits y One-on-one interactions management y CSR and sustainability initiatives Communities y Supplier meets y Long-term commitments with y Fairness in business dealings y One-on-one interactions y Forums and seminars business partners y Necessary knowledge and y Digital channels like supplier y Collaboration with vendors y Value creation infrastructure support grievance/ feedback portal Vendors
y Consistent return y Digital engagement y Wealth creation y Annual general meetings on investments y Media updates y Timely disclosures y Quarterly investor conferences y Long-term viability and y Annual report and sustainability report and compliance y One-on-one engagements sustainable growth y Meetings Investors
y Meetings y Business collaborations y Conferences y Policy advocacy y Digital platforms Influencers
3 GRI 102-42 Identifying and selecting stakeholders 5 GRI 102-40 List of stakeholder groups Our frequency of engagement 4 GRI 102-43 Approach to stakeholder engagement 6 GRI 102-44 Key topics and concerns raised On regular basis Periodically ASIAN PAINTS LIMITED
Stakeholder engagement and materiality assessment (continued)
Materiality assessment Material topics7 The following topics have been identified as high-priority Material issues influence our ability to create and sustain material topics as per the materiality assessment conducted value, and deliver our organisation’s strategic objectives during the year FY 2020-21. These material topics will be within the context of short-medium and long-term reviewed periodically taking into account the expectations objectives. Identifying, prioritising, and responding to from stakeholders, our policies and business objectives. material topics play a pivotal role in meeting stakeholder expectations. We engaged with our stakeholders to obtain their inputs in identifying material topics and align our strategies to achieve our goals. We conducted an analysis to identify all vital issues that are material to our organisation. These are issues of critical value to our stakeholders. Our planning initiatives consider material issues by mapping them in our strategic objectives.
REFERENCE SECTION IN THE REFERENCEREFERENCE SECTION SECTION IN IN THE THE MATERIAL TOPICS GRI STANDARDS TOPICS INTEGRATED REPORT MATERIAL TOPICS GRI STANDARDS TOPICS INTEGRATEDINTEGRATED REPORT REPORT
Direct Economic Customer y Customer health and safety Social and Value generated and y Economic Performance Financial Capital + Page 32 Satisfaction y Customer Privacy Relationship capital + Page 66 distributed
y Labour/Management Relations Human Capital Review Strategic Integrated Report 2020-21 Report Integrated + Page 42 Manufactured Capital + Page 36 Employee y Diversity and Equal opportunity Occupational Wellbeing y Occupational Health and Safety Human capital + Page 42 y Employment 22 Health and Safety 23
y Environmental Compliance Environment & Natural Capital + Page 56 + Page 56 y Emissions Water y Water and effluents Natural Capital Sustainability Management y Waste
Social and Social and Supply Chain y Supplier Social Assessment Management Relationship Capital + Page 66 Relationship Capital + Page 66 Social Impacts y Customer Health and Safety of Products Intellectual Capital + Page 52 Corporate Anti-Corruption Natural Capital + Page 56 Business Ethics & y Governance Report + Page 145 Corporate Governance y Anti-competitive behaviour
Financial statements + Page 186 Management Economic y Economic Performance Discussion and Performance Analysis report + Page 74 Board’s report + Page 120 Financial Capital + Page 32
7 GRI 102-47 List of material topics ASIAN PAINTS LIMITED
Global footprints
PAINT MANUFACTURING LOCATIONS Near your home, (Installed capacity/annum)
worldwide Decorative coatings 1 Rohtak, Haryana Our operations encompass 14 countries of the world with 4,00,000 KL considerable presence in South Asia and the Middle East. 2 Kasna, Uttar Pradesh 80,000 KL We are leveraging our experience and expertise to drive 3 Ankleshwar, Gujarat higher growth in the markets where we are present. 1,30,000 KL
1 Nepal 2
Bangladesh
Indonesia Solomon Islands
1 Review Strategic Integrated Report 2020-21 Report Integrated 5 3 3 3 1 24 Vanuatu 25
4 3 2 Fiji 1 4 Khandala, Maharashtra Oman 3,00,000 KL 10 6 6 5 Patancheru, Telangana UAE 6,7 80,000 KL 11 7 Bahrain 6 Visakhapatnam, Andhra Pradesh Sri Lanka 3,00,000 KL 5 4 6 7 Mysuru, Karnataka Ethiopia 3,00,000 KL
Samoa 8 Sriperumbudur, Tamil Nadu Egypt 1,40,000 KL
8 Chemical BRANDS 7 9 Cuddalore, Tamil Nadu 1 2 3 4 5 6 7 8,760 MT 9
Industrial coatings REGION-WISE REVENUE FROM INTERNATIONAL OPERATIONS (%) 10 Sarigam, Gujarat (Facility of Subsidiary company) 7,200 MT
26% 24% South Pacific 5% Asia 45% 11 Taloja, Maharashtra Middle East Africa Fiji, Solomon Islands, Bangladesh, Nepal, 14,000 KL Oman, Bahrain and UAE Egypt and Ethiopia Samoa and Vanuatu Sri Lanka and Indonesia Note: Map not to scale ASIAN PAINTS LIMITED
Business divisions Unlocking value across verticals INDUSTRIAL COATINGS INTERNATIONAL OPERATIONS We cater to the Indian industrial coatings market through We operate in three regions of the world – South Asia two 50:50 joint ventures with PPG Inc, USA, a global leader and Indonesia, the Middle East, South Pacific and Africa in coatings. The first joint venture ‘PPG Asian Paints through the seven corporate brands (Asian Paints, Apco Pvt Ltd.’ services the increasing requirements of the Coatings, Asian Paints Berger, Asian Paints Causeway, SCIB Indian automotive coatings market. The second joint Paints, Taubmans and Kadisco Asian Paints). Our presence venture ‘Asian Paints PPG Pvt. Ltd.’ services the protective, in the Middle East and South Asia is significant, and we are industrial powder, industrial containers and light industrial expanding with key focus on Africa and Indonesia. coatings markets in India. We offer the entire spectrum of industrial coatings products such as automotive coatings, refinishes, protective coatings, floor coatings and powder coatings, among others. We are the market leader in the auto refinish segment and the second largest player in the automobile HOME IMPROVEMENT BUSINESSES OEM segment. Our industrial coatings manufacturing capacity is being steadily enhanced to address the growing Kitchens and Wardrobes Strategic Review Strategic Integrated Report 2020-21 Report Integrated OEM demand. We offer contemporary modular kitchen and wardrobe `2,490 Crores products through the home improvement division to help 26 Revenue from Operations our customers create beautiful spaces of their choice for 27 DECORATIVE COATINGS their dream homes. Our products cater to varied price points and requirements, consisting primarily of four segments – interior walls, * exterior walls, wood finishes and metal finishes. We also `504.3 Crores 11.5% introduced new categories such as water proofing,wall Revenue from Operations Group revenue share Bath Fittings and Sanitaryware papers, painting tools and implements, adhesives and sanitizers. Aligned to ever-changing consumer Under this category, we offer bath fittings and accessories, requirements, we are consistently strengthening our brand curated washroom areas and smooth surface work with value proposition by emerging as a comprehensive décor flawless finish. The elements in use are infused with glaze solutions provider. 2.3% surfaces that come with germicide to fight bacterial growth. Group revenue share We have eight state-of-the-art, highly automated We are leveraging our distribution strength and customer decorative paint manufacturing plants across the country, * PPG Asian Paints Pvt Ltd. (PPG-AP) revenues understanding around décor to scale this business. supporting an extensive distribution platform. are not included
`507.1 Crores `18,211.5 Crores Revenue from Operations Revenue from Operations 83.9% 2.3% Group revenue share Group revenue share ASIAN PAINTS LIMITED
Brand portfolio
Wood finishes range Consistently pursuing Adhesives Woodtech Emporio PU Woodtech Polyester Insignia portfolio growth Gold
Woodtech Woodtech Woodtech PU Interior paints PU Palette Aquadur PU
Royale Royale Health Royale Royale Aspira Shield Shyne Luxury Emulsion Woodtech Woodtech Woodtech Melamyne Touchwood GloMax
Royale Play Royale Play Apcolite Apcolite Metallics Safari Advanced Advanced Shyne Emulsion Water proofing
Tractor Tractor Tractor Tractor
Emulsion Emulsion Sparc Acrylic Review Strategic Integrated Report 2020-21 Report Integrated Shyne Emulsion Distemper 28 29
Exterior paints Apex Apex Ultima Apex Ultima Apex Ultima Ultima Allura Allura Torino Protek Protek Venezio Duralife Lamino (Topcoat) OTHER PRODUCTS
Apex Ultima Apex Apex Createx Apex Protek Ultima Roller Finish Shyne (Topcoat)
Apex Ace Ace Ace Shyne Sparc Tools Bath fittings and Wall Coverings sanitaryware (Nilaya range)
Metal Finishes (Enamels)
Apcolite Rust Apcolite Satin Apcolite Tractor Shield Enamel Premium Enamel Gloss Enamel Kitchens and Sanitizers nd Surface Furniture, Furnishing Wardrobes Disinfectants and Lighting ASIAN PAINTS LIMITED
Key performance indicators (Standalone) Numbers that reflect steady growth
PROFIT AND LOSS METRICS BALANCE SHEET METRICS
Revenue from operations EBITDA EBITDA margin Net fixed assets Asset turnover ratio Market capitalisation (₹ in Crores) (₹ in Crores) (%) (₹ in Crores) (x times) (₹ in Crores) 4,859.5 5,221.2 5.5 26.2 18,516.9 2,43,387 4,960.9 17,194.1 24.5 4.9 23.4 16,391.8 4,602.6 4,214.6 23.1 22.6 3,789.6 14,153.7 4.0 12,722.8 3,198.0 1,59,850 3.5 2,971.0 1,43,179 3.1 2,604.7 2,568.5 1,07,469 1,02,970 # # # Strategic Review Strategic Integrated Report 2020-21 Report Integrated
30 31 FY2018-19 FY2018-19 FY2018-19 FY2018-19 FY2018-19 FY2018-19 FY2016-17 FY2016-17 FY2016-17 FY2016-17 FY2016-17 FY2016-17 FY2017-18 FY2017-18 FY2017-18 FY2017-18 FY2017-18 FY2017-18 FY2019-20 FY2019-20 FY2019-20 FY2019-20 FY2019-20 FY2019-20 FY2020-21 FY2020-21 FY2020-21 FY2020-21 FY2020-21 FY2020-21
9.4% 7.7% 12.3% 15.3% 8.9% * -7.2% 23.9% 52.3% 5-year CAGR 5-year CAGR 5-year CAGR 5-year CAGR # includes impact of Ind AS 116 - Leases and addition of new plants in Mysuru and Visakhapatnam * Excludes impact of Ind AS 116 - Leases
Cash generated from Profit After Tax (PAT) Earnings per share (EPS) Return on Capital Average capital employed operations (₹ in Crores) (in ₹) Employed (ROCE) (₹ in Crores) (₹ in Crores) (%) 31.8 4,474.5 40.9 3,052.5 10,801.5 38.7 38.4 37.8 38.1 27.7 2,654.0 9,170.5 3,746.4 8,334.8 3,309.1 22.2 3,121.8 2,132.2 7,462.5 19.8 1,894.8 6,537.8 18.8 1,801.7 2,263.5 FY2018-19 FY2018-19 FY2018-19 FY2018-19 FY2016-17 FY2016-17 FY2016-17 FY2016-17 FY2017-18 FY2017-18 FY2017-18 FY2017-18 FY2018-19 FY2016-17 FY2017-18 FY2019-20 FY2019-20 FY2019-20 FY2019-20 FY2020-21 FY2020-21 FY2020-21 FY2020-21 FY2019-20 FY2020-21
10.3% 19.4% 13.5% 15.0% 13.5% 15.0% 14.3% 17.8% 5-year CAGR 5-year CAGR 5-year CAGR 5-year CAGR ASIAN PAINTS LIMITED
Financial capital
INTERLINKAGE WITH MATERIAL TOPICS SHAREHOLDER VALUE CREATION AND OTHER CAPITALS Market capitalisation Demonstrating (₹ in Crores) Material topics 2,43,387
prudence 77,820 19,557 3,760 2,125 Economic Direct economic value performance generated and distributed FY 2001-02 FY 2004-05 FY 2009-10 FY 2014-15 FY 2020-21
Interlinkages to other capital *Source: www.nseindia.com
The market capitalisation of the Company has grown at a robust CAGR of 28.3% since 1st April 2002 from ₹2,125 Crores to ₹2,43,387 Crores as on 31st March 2021. An investment of ₹1,000 on 1st April 2002 would be Manufactured Human Intellectual valued at ₹1,14,535 as on 31st March 2021, excluding capital capital capital dividend pay-outs. We have always believed in the support and trust provided by our shareholders, committing their wealth and supporting our growth story. With this consistent backing of our shareholders in mind, we have strived towards maintaining a healthy dividend pay-out ratio. The average dividend pay-out of 54%* of our earnings over the past five years reflects Social and Natural our commitment towards sharing the wealth with relationship capital our shareholders. capital * Includes dividend distribution tax. Special Dividend of `2 per share, paid in FY 2016-17, has not been considered.
ECONOMIC VALUE CREATION8 OUR FOCUS AREAS ` in Crores Particulars FY 2020-21 FY 2019-20 • Exploring avenues for sustainable DIRECT ECONOMIC VALUE 18,883.2 17,551.6 revenue growth GENERATED Revenues 18,516.9 17,194.1 • Material cost and operating expense Other income 366.3 357.5 management ECONOMIC VALUE 17,564.3 16,337.6 KEY HIGHLIGHTS FOR FY 2020-21 DISTRIBUTED • Efficient asset utilisation and prudent Operating costs 13,601.1 13,035.0 capital allocation Employee benefits 1,128.7 985.4 7.7% 56.1% Payment to providers of capital 1,712.2 1,151.0 Revenue Growth Dividend pay-out ratio Payments to government# 1,059.2 1,081.2 Community investments 63.1 85.0 ECONOMIC VALUE 1,318.9 1,214.0 RETAINED* 19.8% `3,248.9 Crores # Includes Income tax and Dividend Distribution Tax. It does not Profit before tax growth Free Cash Flow include amount paid by the Company towards Goods and Services Tax (amount of `1,702.4 Crores for FY 2020-21 and `1,230.4 Crores 15.3% for FY 2019-20). 8 GRI 201-1 Direct economic value generated and distributed EBITDA growth ASIAN PAINTS LIMITED
EXPLORING AVENUES FOR SUSTAINABLE MATERIAL COST AND OPERATING EXPENSE REVENUE GROWTH MANAGEMENT Market growth has been one of our core philosophies Asian Paints has undertaken various cost optimisation Efficient debtors and inventory management measures with sustained focus on Paints and Coatings initiatives to ensure sustainable profitability and growth. have consistently driven strong cash flow generation segment which is expected to drive future growth. These measures have been implemented with benefits over the years. The approach is to generate adequate As an established player in this business segment, to accrue both over the short term as well as long term. demand in the market so that dealers can rotate their we continue to witness relatively low per capita We have implemented functional-level cost saving inventory faster and thus operate on a lower credit consumption at an industry level with significant scope measures across the organisation. period with Asian Paints and to increase the credit for expansion of the overall market. Consumers are granted by creditors. The latter is done by leveraging our The core measures are as follows: increasingly opting for high-value, superior quality long-term relationships with vendors and suppliers built and durable product offerings which again bodes well on a solid foundation of trust through timely repayment Reduction in material cost for future demand for our offerings. We have lifted of dues. On the inventory management front, we upgradation strongly across markets and segments. On-going R&D and innovation in material sourcing, focused on reducing generation of dead, damaged and product formulation and manufacturing processes defective materials. Another focus area for us in terms of revenue growth have led to substantial savings in material costs in is the Home Décor segment as we look to penetrate Throughout the year, utilisation of manufacturing assets FY 2020-21. The Joint Value Creation (JVC) team, along deeper into this space and build upon our share of living was enhanced through various initiatives around with the R&D team at Asian Paints continually work spaces. During the year, we enhanced our Home Décor de-bottlenecking and cycle time reductions. Liquidation towards finding alternate suppliers and raw materials to portfolio adding Furniture, Furnishings and Lightings of non-core assets like real estate properties has also make the products cost efficient without compromising to the existing Bath and Kitchen offerings. We are made a positive impact on free cash flow generated over on the quality of products. Expanding the vendor OUR RESPONSE TO COVID-19 leveraging our strong Research and Development, the years. base and improving sourcing efficiencies are pivotal in supply chain and deep understanding of the consumers We undertook prompt actions on multiple fronts optimising material cost for the organisation. to seamlessly connect with them across our network Increase in credit grant period: Increase in credit during the initial phases of COVID-19 pandemic and with our new offerings, thereby further enhancing our Various projects were undertaken during the year to period for outstanding payment to vendors made a subsequently, throughout the year. With respect to brand recall and presence across regions. We have also improve product formulation and sourcing efficiencies. positive impact on the working capital cycle. the financial capital, our actions and approach towards launched ‘Beautiful Homes Service’ – a comprehensive Project DhanantaShastra (Generating Infinite Value navigating the challenges presented by the COVID-19 Efficient debtor management:We have ensured end-to-end interior design and execution service to through New Strategies and Thinking), involved pandemic were centred around the following Review Strategic Integrated Report 2020-21 Report Integrated swift collection from customers by introducing new partner with our customers in their journey of building successful ideations between our vendors, R&D and JVC focus areas: credit terms to encourage customers to make their dream homes. We also expect our diversified teams thereby identifying breakthrough opportunities 34 timely payments. y Efficient working capital management 35 offerings to help scale-up our core paints business. in terms of identifying avenues for material cost savings. This resulted in identifying new material sources and Reducing non-core requirements: This has y Providing additional credit period and incentives to During the COVID-19 pandemic, we strengthened improving our manufacturing processes to bring about a been done with an intent to ensure higher liquidity dealers for timely payments our presence in the Health and Hygiene segment by reduction in material cost. and availability of cash. Non-core working capital manufacturing and selling paints with anti-bacterial y Rationalisation of capital expenditure with focus on requirements have been controlled to reduce the extent properties, sanitizers and disinfectants and more. business-critical expenditure to maintain liquidity Reducing operating expenses of tied-up capital. ‘San Assure’ and ‘Safe Painting Service’ were launched y Cost optimisation to provide safe sanitization and painting services to We adopted a meticulously planned approach towards Liquidation of old inventory: Slow moving inventory the customers. The sanitization services helped dealers reducing the costs across operations. Costs like primary, and inventory with low shelf lives are continually safely re-start their operations and provide a safe secondary, and tertiary freight, travelling, rent expenses, liquidated with the aid of offers and schemes to free up environment for consumers while interacting with power and fuel costs which form a large portion of the funds tied-up in the working capital cycle. the dealers and painters. operating expenses were targeted through in-depth analysis to identify and capitalise on optimisation avenues. FREE CASH FLOW DEPLOYMENT AVENUES y Capacity expansion in current businesses Efficient asset utilisation and working capital management driving strong Free Cash Flow y Dividends to shareholders (FCF) generation y Investment into new products, solutions and offerings Free cash flow (₹ in Crores) 3,249 2,507 1,328 809 778
FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 ASIAN PAINTS LIMITED
Manufactured capital
INTERLINKAGE WITH MATERIAL TOPICS AND Creating a success OTHER CAPITALS Material topics pipeline Occupational health and safety
Interlinkages to other capital
Financial Intellectual Human capital capital capital
Social and Natural relationship capital capital
Manufactured capital is a crucial factor in our success. OUR FOCUS AREAS It sustains additional value for our stakeholders by driving the production of our creations. Our • Manufacturing excellence manufactured capital is defined by its focus on optimising its productivity. KEY HIGHLIGHTS FOR FY 2020-21 • Workforce development and training At Asian Paints, we are strengthening our manufacturing capabilities from capacity, flexibility, • Diversification of product portfolio Over 1,900+ 48 scalability, safety and sustainability aspects. Employees grouped into 150+ New products/ • Occupational health and safety We are focused on optimising our costs to maximise smaller cross-functional teams variants developed resource use efficiency. We aim to improve the flow and for overcoming operational • Sustainable supply chain management working of our intricate supply chain by incorporating challenges sustainable practices to meet our demands in a timely and organised manner. In doing so, we continuously exploit the technological changes in innovating newer products and ways of addressing our customer demand. Khandala plant Introduction We are committed to maintaining environmental of Health and 60+ compliance and sustainable practices throughout our Online and classroom training manufacturing process. Hygiene portfolio modules identified for development last year 39 5000+ Improvement projects identified Kaizens/improvement and implemented by teams in suggestions submitted by FY 2020-21 across employees across cadres across six manufacturing facilities all manufacturing sites ASIAN PAINTS LIMITED
OUR MANUFACTURING LOCATIONS ACROSS INDIA:9 Strategic outcomes as a result of our technology-led innovative manufacturing
We operate eight decorative paint manufacturing plants demands and needs. We continue to strengthen our across India, integrated with a wide customers' network. brand value proposition by delivering a wide range of Our products are aligned to our customers changing quality products on time and where it is required. Improved safety Overall material Operational cost reduction cost reduction DECORATIVE PAINTS Plant Paint production capacity (KL/Annum) Rohtak (Haryana) Kasna (Uttar Pradesh) 400,000 Service levels, despite Hazardous 80,000 OUR VALUE CHAIN the disruption due to waste reduction the pandemic
OUR VALUE CHAIN Ankleshwar (Gujarat) 130,000 Visakhapatnam CHEMICAL (Andhra Pradesh) Cuddalore Khandala (Maharashtra) 300,000 (Tamil Nadu) Demand planning Production Manufacturing Distribution 300,000 Patancheru and forecasting planning processes (Telangana) INDUSTRIAL PAINTS
Mysuru (Karnataka) Taloja Review Strategic Integrated Report 2020-21 Report Integrated 80,000 300,000 (Maharashtra) Sriperumbudur 38 39 (Tamil Nadu) Comprises resin / emulsion Plant, Regional 140,000 manufacturing and paint distribution centers, manufacturing which has depot, retailers to Note: Map not to scale three broad processes: mill customers base, mixing and thinning, Apart from our own manufacturing setup, we also use facilities of Outsourced Processing Centres and packing operations (OPCs) to meet our manufacturing needs. The OPCs are in compliance to all applicable laws including environmental and labour laws.
ADDING VALUE TO OUR MANUFACTURING PROCESS Cutting-edge technologies OUR MANUFACTURING JOURNEY IN FY 2020-21 We have focused on automation to improve the flowing through our state-of-the-art accuracy of our production processes and deliver Manufacturing Execution System (MES) and a New product innovation New health and hygiene portfolio consistency throughout our manufacturing process Distributed Control System (DCS). Each of our and reduce waste. Our plants use Industry 4.0 machines has sensors that provide us with valuable y Launched the highest number of new products in the y Introduced a new health and hygiene portfolio within technology capability which allows us to operate, feedback on accuracy of material additions, adherence Company's history during FY 2020-21 our manufacturing units to help address the need of monitor and optimize our manufacturing processes to recipe parameters, etc, which help us optimise our the hour y Demonstrated agility and efficiency in building a through effective use of data gathered at each step manufacturing practices to best suit our cost reduction robust supply chain and manufacturing system for y Set up manufacturing facility of sanitizers in a very of our manufacturing process. objectives and manufacturing excellence. This has these products short period resulted in real business impact in terms of machine We introduced a robust automated data analytics cycle time reduction, energy cost savings, and material y Implemented safety measures against COVID-19 y Continuing to build a resilient supply chain with an system across our plants. We have analysed data cost savings by improving accuracy of additions. throughout our manufacturing practices and array of products designed to suit the need of the hour processes
9 GRI 102-4: Location of operations 40 Integrated Report 2020-21 quality in our shopfloor operations. operations. shopfloor our in quality improve continually to plants the across processes synchronise and standardise the best practices and to us allows yet functioning and context unique its retain to plant each allows program The practice. the on onboarded be now will Visakhapatnam and Mysuru plants newest Our program. excellence manufacturing acomprehensive drive to framework and solution this of use make plants 2014-15, paint FY 8decorative of 6out currently, in Introduced teams. operations plant the involving by across improvement process work and practices best through results sustainable achieving in assists that solution improvement integrative adigital is which program excellence manufacturing adopted have we Paints, Asian At Manufacturing excellence PAINTSASIAN LIMITED Manufacturing data analytics y y y
Enabled material and operational cost savings cost operational and material Enabled Enabled better inventory management of spares management inventory better Enabled and capacities. productivity increased in resulted has analytics those into diving deep and bottlenecks operational the identifying in us Helped y y y our distribution network cost efficient. cost network distribution our planning thereby making planning and transportation distribution planning, inventory demand forecasting, our improve to us allow that algorithms advanced use We constantly network. dealer our to Cycle Times Order and Rates Fill Order of terms in levels service benchmark ensure to designed is network distribution logistics Our y y y throughout the manufacturing include process. These - responsibilities extended our all of cognizant are we To requirements. standard, this maintain statutory of operations throughout our facilities which surpass standards adefined ensuring to committed We are excellence include: of our in of key manufacturing terms Some highlights
safety audit by the British Safety Council Safety British the by audit safety in rating a5-star achieved ,Gujarat plant Ankleshwar Pradesh Andhra and Visakhapatnam, Karnataka Mysuru, in plants our for certification IMS process de-bottlenecking through paints base solvent of capacity Enhanced Process monitoring and control quality parameters on the premises facility’s Monitoring to incidents safety reduce their frequency material hazardous of reduction and handling Safe reliable each time and every time. every and time each reliable being key to is which culture, improvement has helped us strengthen our continuous excellence manufacturing The initiative environment, and employee morale. safety, quality, cost, productivity, operational of areas across teams plant to direction clear a gives vision plant This years. 3-5 of a period for operations plant the to direction strategic a providing vision, organisation’s the with aligned goals individual created have plants The Manufacturing excellence initiatives 10 place. in put were protocols mitigating and reviewed also were lockdown during personnel qualified of absence of out arising Risks aweek. beyond shutdown not are operations normally since perspective shutdown along-term from at looked were These prepared. were procedures shutdown plant Detailed y OUR RESPONSE TO COVID-19 TO RESPONSE OUR y GRI 306-4 Transport of Hazardous Waste Waste Hazardous of Transport 306-4 GRI
to dedicated spaces for storage for spaces dedicated to shifted were materials Hazardous shutdown utilities given the prolonged and equipment plant farms, tank of aspects various covering implemented and prepared were procedures and document guideline start-up plant A detailed 10 y y
practices for the future helped us improve our storage has This lockdown. the during risks storage chemical mitigate to taken were steps Active support if needed immediate ensure to plants the inside residing people for and health was assistance arranged sanitized, regularly were Facilities sanitization. and distancing social ensure to government the by forth put mandates health the mind in keeping operated were plants the period, lockdown the After y
functioning functioning plant of key aspects on check to were undertaken Daily visits 41 Strategic Review ASIAN PAINTS LIMITED
Human capital
INTERLINKAGE WITH MATERIAL TOPICS AND Managing people OTHER CAPITALS Material topics At Asian Paints, our employees are at the core of our organisation driving the entire value creation model. Employees are also the agents who help meet the with empathy expectations of all other stakeholders. Our focus remains on being a high-performance organisation by Occupational Employee proactively identifying and addressing issues which are health and safety well-being of importance to our employees. We consider safety and well-being of our employees as our foremost priority with our safety policy focusing on Zero Interlinkages to other capital injuries, zero occupational illness and zero property damage. We believe in nurturing talent and creating an environment where everyone can perform to their full potential. An inclusive work culture and well-defined roles help our employees achieve excellence. We, as an organisation, have always focused on being true to our Financial Intellectual Manufactured culture and values. capital capital capital Human capital plays an important role in setting and accomplishing breakthrough outcomes while improving processes, products and services and adopting cutting-edge technology. The Asian Paints charter aligns our processes and frameworks with defined values. To ensure that the Social and values are seamlessly driven through our actions relationship capital and behaviours and at the same time cascaded to all levels of employees in the right spirit, the Leadership Competency Framework was redefined to create the Value-based Behaviours Framework (VBF). The VBF has been fully integrated with various HR processes such OUR FOCUS AREAS as Recruitment, Onboarding, People Review Process and 360o feedback. Learning journeys are designed and • Leadership development integrated with the anchors of VBF for all grades and functions in the organisation. • Capability and organisation development We engage with prospective employees through • Employee Wellness CANVAS which is one of the most prestigious case competitions in the premier business schools. • Occupational health and safety This year, our career pages on social media platforms also saw several campaigns being run to engage and • Future-ready and diverse talent pool communicate with the relevant talent pool with a focus in the emerging areas of Design and Décor. • High-performing teams KEY HIGHLIGHTS FOR FY 2020-21 23,514 10.1% Employee strength inclusive Increase in number of of permanent and temporary women employees employees
809 `20.1Crores Permanent Invested on trainings employees hired and education 44 Integrated Report 2020-21 other to level one from transition cadre managerial the helps which journeys learning structured We conduct future. into Company the propel to transformed being is Paints Asian in overallThe culture of performance and leadership process and development plans for the individual. review people the in entrenched then are These develop. to individuals for feedback work-related give to supervisors and peers for opportunity an provide also projects These teams. high-performance these in work to competencies build as well as business overall of sense asound developed delivering breakthrough outcomes. Individuals while individuals developing for opportunity a good offered methodology This outcomes. the accomplish to pathways find to trying while accountable other each hold to and intensity of level ahigh at perform to individuals required projects breakthrough rigorous methodology adopted to accomplish The pool. talent managerial our developing of agenda the up took actively also Link' 'One The year. the during sessions Link' 'One 18 days than full more over Coach by from and independent the inputs assessments supported was This help. could they where areas on support provide to other each to out reached success, other’s each to committed being Link, One The self-ratings. periodical the in themselves assess and on work to members the by used was received feedback The competencies. the CEO, on and MD competencies and rated each other, including the these of each for scale afive-point at arrived Link One The identified. were Link' 'One of success the for competencies essential the coach, external an of help the Link’. With ‘One the develop to taken were initiatives year, the multiple During developing the next leadership at the Company level. for aforum as CEO and Director Managing the by led Paints, Asian of Presidents Vice and Presidents Vice Associate Managers, General the comprising Link’, ateam ‘One creating on worked We have DEVELOPMENT LEADERSHIP PAINTSASIAN LIMITED organisation with respect to our operations in India. India. in operations our to respect with organisation more women leaders emerge. can following The and workforce diverse graphs showcase future-ready and retained, be can workforce diverse a where environment an create to efforts making are we addition, In cross- structured have we joinees, managerial lateral for hand, other the On work. and team managing and functional with few understanding elements of organisational at aims that joining their of year one within campus from hired executives and managers for programme Leaders Emerging an have we hand, one on example, For levels. different into move they as challenges transition the meet effectively to them helps which experience immersive an get employees the that such amanner in designed and 11 . The learning journeys are contextualized contextualized are journeys learning . The as IIMs, ISB, National Law School, Bangalore, etc. Bangalore, School, Law National ISB, IIMs, as renowned from professors premier institution such and experts matter subject internal experienced by anchored is and research extensive basis designed is curriculum The levels. such with associated complexities the handle to needed acumen such levels and including leadership know-how from expectations leadership the highlights which journeys leadership strategic structured have we employees, management middle for Similarly, roles. related of expectations the to catering elements different has which program induction functional Employee mix by age and gender (numbers) gender and age by mix Employee Employees hired by age group employee hired in the past few years. few past the in hired employee The following graphs The set. skill and age background, diverse with people need we market, adiverse to cater to that feel we organisation an As firm. our in talent of variety a and process thought culture, of sets different bring to order in diverse and inclusive organisation our make to striving continuously We are FUTURE-READY TALENT POOL FY 2017-18FY FY 2017-18FY Male years <30 561 583 535 22 48 0 FY 2018-19FY FY 2018-19FY
Female 814 years -50 30 847 750 33 97 0 12 highlight the trend of new new of trend the highlight FY 2019-20 FY FY 2019-20 FY 860 834 930
Total 70 >50 years >50 96 0 (numbers) FY 2020-21 FY FY 2020-21 FY
713 809 699 109 96 1 13 in our our in Total number of employees by gender (numbers) gender by employees of Total number Total number of employees by age group (numbers) group age by employees of Total number (%) turnover Employee 13 13 12 11 Diversity of the Board by gender (numbers) highlighted below: been has Directors of Board our on diversity The FY 2017-18FY FY 2017-18FY FY 2017-18FY GRI 404-2 Programs for upgrading employee skills and transition assistance programs assistance transition and skills employee upgrading for Programs 404-2 GRI GRI 102-8 Information on employee and other workers other and employee on Information 102-8 GRI GRI 401-1 Employee hire and turnover and hire 401-1 Employee GRI FY 2017-18FY Male <30 years <30 Male Male 6,184 2,941 5,827 12 12 2,949 2 357 294 15 FY 2018-19FY FY 2018-19FY FY 2018-19FY FY 2018-19FY 6,405 Female 30 - 50 years -50 30 Female Female 15 12 6,005 3,017 16 2 400 3,080 308 FY 2019-20 FY FY 2019-20 FY FY 2019-20 FY FY 2019-20 FY 6,757 14 6,319 11 3,129 14 >50 years >50
438 Total 3 3,313 315 FY 2020-21 FY FY 2020-21 FY FY 2020-21 FY FY 2020-21 FY 10 7,160 11 6,678 3,203 12 3,641 3 482 316 segments to enrich their overall exposure. exposure. overall their enrich to segments business and teams different with collaboration in work to employees encourage We constantly ready. future people our making in believe Paints Asian at we and skills and one’s knowledge upgrade to is ahead forge constantly to ways the of One DEVELOPMENT CAPABILITY AND ORGANISATIONAL and wellness were conducted under SWARA. Programmes and conversations around safety, health employees. women of network internal an is which ‘SWARA’ called aplatform have we that, from Apart Andhra Pradesh. Visakhapatnam, and Karnataka Mysuru, in plants modern our of two in shifts managing are supervisors women that say to proud We are months. four to three of aperiod for employees women senior our by wherein, new management trainees are supported initiatives being mentorship programme for women the of One initiatives. various undertaken have we year. employees, To female our empower reporting the in employees female of number 10.1% of increase an been has There the in (numbers) employees Total and contractual temporary Diversity of the Board by age (numbers) age by Board the of Diversity FY 2017-18FY 2017-18FY <30 years <30 0 12,314 2 12 FY 2018-19FY 2018-19FY
0 years -50 30 13,603 2 12 FY 2019-20 FY 2019-20 FY 0 16,224 3 >50 years >50 11
FY 2020-21 FY 2020-21 FY 0 Graphs not to scale to not Graphs 16,354 3 11 45 Strategic Review 46 Integrated Report 2020-21 and excellence for manufacturing. thinking design sales, for journey negotiation R&D, for journey collaboration marketing, and sales for skills communication structured finance, for leadership as various “organisation development” journeys such plans and functions the with closely works HR Business the with partnership in team Development business outcomes, the Talent Management and growth and development. In order to complement requirements and professional coaches for individual developmental their suit to offerings relevant choose to employees helps which courses, e-learning to access have employees Our expertise. relevant basis external trainers anchor most of the intervention and internal of Amix learning). social (e-learning, modules (ILTs) Trainings led technology-enabled and Instructor- traditional the of mix a are offerings our and philosophy learning blended the in We believe rigour. scientific and integrity zeal, creative audacity, success, other’s each for standing intended towards mindset change, which includes conduct programmes on organisational values We sets. tool and sets skill mindset, on focusing various trainings and development programmes development of our employees by providing them We have built a comprehensive framework for holistic development Framework and initiatives for holistic PAINTSASIAN LIMITED
15 15 Some ofSome the key training programmes address the identified gaps. gaps. identified the address to organisation the across up taken been have initiatives several survey, the of outcome the on Based recognition. enabling rewards infrastructure, collaboration, and leadership, as such drivers several around anchored was survey The firm. consulting people arenowned with partnership 2019-20 FY through in conducted also was survey engagement employee organisation-wide An cadre. managerial our for journey development the plan and opportunities development identifies which process, Review People a have we and feedback performance regular receive employees our All tomorrow. of leaders as emerge to help an employee expand and plan their development to place in feedback collective a360-degree We have y y y y are: have undergone employees GRI 404 Training and Education and Training 404 GRI
of the Company the of employees for sessions training POSH with along sessions, parenting and wellness financial In addition, we conduct mindfulness sessions, relationships workplace foster to key attributes on skills relevant developing on focuses programme The plants. in manufacturing managers among capability provides emphasis on building people management which Programme Connect the conduct We also etc problem-solving management, business of concepts covered that functions different across executives 60 over for Programme Impact chain supply or marketing and sales either to related specialisation and perspective exposure to general management, business an with employees our provide to aim an with executives and 45 for managers Bangalore IIM with Business Management Programme in collaboration 15 that our our that * Will be assessed in FY 2021-22 FY in assessed be * Will WORK RESUMED AND LEAVES AVAILED WHO MATERNITY EMPLOYEES WOMEN OF NUMBER benefits the of Some sets. skill required of demonstration and period certain of completion on payroll Ltd. Paints Asian to them switch to aprogramme have also we Further, reimbursements. and payments timely receive employees temporary Our well. as employees temporary our for caring on focus to We continue employees. our Programme to help (EAP) in the holistic development of Assistance Employee called a24/7 service have we support, accessible easily an provide to and health mental employee’s the To protect individual. an of development overall for afactor as important equally are wellness mental and physical that We believe potential. where unleash our employees highest can their environment awork create to aim we Paints, Asian At EMPLOYEE WELLNESS y below: highlighted been have to entitled are employees 18 18 17 16 months after their return return their after months 12 employed still were who ended leave maternity after work to returned who females of Number leave ended maternity after work to returned who females of Number Number of females who availed maternity leave leave maternity availed who females of Number YEAR
GRI 401-3 Parental Leave 401-3 Parental GRI GRI 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees part-time or temporary to provided not are that employees full-time to provided 401-2 Benefits GRI GRI 405- Diversity and equal opportunities equal and Diversity 405- GRI personal goal or manage a critical life priority life acritical manage or goal personal education, higher pursue to work from abreak take to wish who employees for policy leave sabbatical have we addition, In policy. leave childcare and policy leave surrogacy and adoption paternal, maternal, like leaves regular than other leaves of kinds special We have 16,17 which our permanent permanent our which FY 2017-18 FY engaged in a similar role asimilar in engaged female male our and workers between employment of conditions and pay the on discriminate not We do y y y religion, caste, creed or any such ground. such any or creed caste, religion, race, of grounds on discriminated not are employment of
27 14 15 employees employees women of well-being social and mental physical, the enhancing at aim which campaigns wellness We conduct mentorship programmes and women etc courses, time part certifications, online courses, learning distance through and skills knowledge their upgrade to quest their in work of field the to relevant are which programmes for employees our to assistance financial We provide policies accident personal and insurance and their dependants under group mediclaim, term employees all to insurance adequate provide We also FY 2018-19 FY 35 21 24 18. Similarly pay and conditions pay and conditions Similarly FY 2019-20 FY 27 18 19 FY 2020-21 FY 23 23 * 47 Strategic Review ASIAN PAINTS LIMITED
OCCUPATIONAL HEALTH AND SAFETY interest to report or remove themselves from PROTECTING HUMAN RIGHTS situations they believe could cause injury. Our We are committed to protecting health and work-related hazards are due to material handling Human rights principles as enshrined in the United safety of our employees, service providers and Case Study and these hazards are identified in HIRA. We Nations Global Compact (UNGC) are embedded in our communities by managing our operations and carry out activities such as manual Material Risk our core values and system. We have a firm human deploying resources using principles of sustainable Culture of collaboration Assessment, Survey by Industrial Hygienist and rights policy and framework that focuses on good development. During the pandemic, we made accordingly take actions. All our new plants are highly governance, our commitment to abiding by each law, We took up this initiative during the reporting year sure that we gave safety of our employees the automated with conveyors and robotics palletisation. ensuring timely payment of employee salaries, and of building a ‘culture of collaboration’ across various highest priority by ensuring regular sanitization of In addition, we take extreme precautions to handle providing equal opportunities without exception. group companies and functions. Collaboration working spaces, safe distance working practices hazardous waste at our plants. helps in knowledge sharing, boosting our morale, and the use of protective gears. Our products We encourage our employees to use grievance bringing people closer and opening new channels undergo continuous evaluation to improve their Our procedure of investigation of work-related mechanism for any kind of complaints. We of communication. The objectives of the index environmental and safety footprint. incidents involves formation of a competent team, also ensure that the rights of our supply chain was driven by one of our objective of becoming an investigation and analysis of the accident or incident, partners are protected. Our zero-tolerance policy One of our key focus areas remain safety of inspired and purpose-driven ‘ONE team’ that stands review of investigation and risk assessment followed provides effective safeguards against child labour, employees and we are investing in technologies for each other’s success. by implementation of corrective and preventive forced labour, sexual harassment, discrimination, and processes to avoid and minimise the manual actions. Moreover, we have appointed a professional harassment, etc. It is also ensured that the With this objective, we carried out a company-wide interfaces with machines. Our health and safety healthcare service provider for our employees. outsourced processing centres that we engage with exercise to create the Collaboration Index. management system23 is based on ISO 45001, the Monthly review meetings are carried out by comply with all the legal requirements including child Inputs from the leadership, values, existing literature, International Standard for Occupational Health and corporate safety functions with plant representatives labour laws by following the minimum age criteria as well as inputs from the entire middle management Safety. Our management system is also designed to improve our safety measures.26 of 18 years across all our operations19. We have an went into creation of the Asian Paints Collaboration to cater to the Five Star Integrated Audit by British effective mechanism to deal with sexual harassment Index. More than 400 collaborators were a part of Safety Council which is a leading global recognition The workers at our plants participate in safety cases and have formulated a policy against any kind this initiative on an itemised survey, which captured in the field of Occupational Health and Safety committee meetings, suggestion schemes, selection of discrimination. different aspects of the index. The individual scores Systems. The management system covers eight of safety equipment, promotional activities, etc. and leadership dashboard were made available so decorative business manufacturing plants in India, To ensure worker safety and participation, three To protect the interest of our employees and our that necessary actions for development can be taken Industrial paint plants at Taloja, Navi Mumbai, Penta safety committees have been formed at different trade unions, we provide them a notice period20 of 21 up at an individual or at functional level. The results Plant at Cuddalore and Research and Technology levels such as Department/Section Safety days in case of any operational changes. In addition, of the qualitative and quantitative surveys conducted laboratory at Turbhe, Navi Mumbai. Our health and Committee, Apex Safety Committee and Safety Review Strategic Integrated Report 2020-21 Report Integrated we have a well-established collective bargaining indicated that we have initiated a culture of safety management system covers our workforce Council.27 Our committees promote workers and process in place wherein management reaches an collaboration which is being appreciated and adopted including contractor workmen, drivers, cleaners and management participation to ensure safety at work. 48 agreement with unions once in three years21 at our 49 across the organisation. visitors etc.24 manufacturing plants. Our whistle blower policy Over the years we have been able to receive allows all our employees to report any kind of Our framework involves systematic processes for recognition in the form of awards and achievements suspected or actual misconduct in the organisation. identification of work-related hazards. We annually related to safety of our manufacturing plants. plan and provide training on Health Identification As a part of our safety assessment, customised We follow the laws and regulations pertaining to and Risk Analysis (HIRA)25. Our different activities agendas have been undertaken by each plant as human rights and awareness. The workshops on code assist in identification of fire hazards, preparation of a part of the behaviour-based safety programme of conduct of the Company covers aspects of human action plan for control system and plans to mitigate for our employees and contractors. Moreover, our rights and awareness. or eliminate hazards. The evaluation of these risks is occupational, health and safety parameters are based on processes of risk assessment for activities, maintained and recorded on calendar year basis. building, equipment, chemical and fire risks. During FY 2020-21, we witnessed 55 recordable work- We regularly conduct review and communication of related injuries and 14 Lost Time Injuries (LTI). This HIRA to reduce the risks of hazards. Further, we have resulted in Lost Time Injuries Frequency Rate (LTIFR) developed a process ‘stoppage of work due to unsafe of 0.72 and severity rate of 23.44. act and unsafe condition’ to safeguard employees’ Work-related injuries at our plants on calendar year basis: 28,29 Calendar year Calendar year Calendar year Calendar year PARAMETER 2017 2018 2019 2020 Recordable work injuries 48 77 43 44 Fatalities 0 0 2 1 LTI 6 10 12 13 LTIFR 0.35 0.58 0.61 0.72 Severity rate 33.28 42.22 628.91 355.24 Frequency severity Index 0.003 0.005 0.020 0.016 Total manhours worked 1,70,07,102 1,71,00,199 1,97,69,178 1,80,01,675
19 GRI 408- Operations and suppliers identified as having significant risk 23 GRI 403-1 Occupational health and safety management system 26 GRI 403-3 Occupational health services for incidents of child labour and mitigation 24 GRI 403-8 Workers covered by an occupational health and safety 27 GRI 403-4 Worker participation, consultation and communication on OHS 20 GRI 402-1 Minimum notice periods regarding operational changes management system 28 GRI 403-9,10 Work related injuries 21 GRI 407-1 Freedom of Association and collective bargaining 25 GRI 403-2 Hazard identification, Risk assessment and Incident investigation 29 GRI 403-10 Work related ill-health 50 Integrated Report 2020-21 Case Study Case ASIAN PAINTSASIAN LIMITED 32 31 30 our plants by partnering with aconsultant.32 with partnering by plants our three in once conducted also are audits External operations. manufacturing for assessment risk quantitative as such impacts safety and health occupational reduce to measures mitigation and preventive various taking We are inspecting drivers, the among awareness raising initiatives includedaddress safety The the gaps. and workers our of safety ensure to measures 2020 year calendar the in plants the of one at afatality of occurrence the regret deeply we measures, safety taking Despite GRI 403-6 Promotion of worker health worker of Promotion 403-6 GRI GRI 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships business by linked directly impacts safety and health occupational of mitigation and Prevention 403-7 GRI GRI 403-5 Worker training on occupational health and safety and health occupational on training Worker 403-5 GRI employees on health and include safety our to provide we that trainings the of Some etc. offices other and sales , plant chemical plants, manufacturing decorative as such locations several at conducted were trainings The safety. and health to related trainings various have undergone disabilities employees with including employees, temporary and permanent Our Occupational health and trainings safety y y y y
years for each plant by British Safety Council. In addition, we implemented behaviour-based safety in all all in safety behaviour-based implemented we addition, In Council. Safety British by plant each for years chemicals at workplace workplace at chemicals hazardous the manage to safety Chemical First aid training in case of an emergency situation emergency an of case in training aid First Basic training in case of a fire accident afire of case in training Basic Safety induction forSafety employees and contractors . We took several corrective corrective several . We took 30 : helmets and shoes before entering the factory. factory. the entering before shoes and helmets wear to cleaners and drivers both for mandatory it made we addition, In cleaners. to briefings safety delivering and egress and ingress cabin for contact three-point up indicating boards display putting sturdiness, for footrest and handle cabin truck also being developed. being also is plants the all for plan training safety a consolidated year. Further, this deployed and designed was which ascorecard, through measured being is plant every smoking and alcohol etc hypertension, diabetes, on sessions awareness as such initiatives health occupational various developed have and employees our for examination In addition, we conduct also annual medical y y
involving a crisis etc. acrisis involving sites for employees train to plan emergency Onsite isolation safe and work to Permit 31 . The employee health of of health employee The Case Study Case example being functioning of canteen in our plant to to plant our in canteen of functioning being example such one with decisions take and circumstances difficult manage to confidence and conviction their building by employees our empowered We health. mental to related issues address to channel wascommunication which being utilised a We developed pandemic. the during concern abig was health mental Employee sanitized. well always are plants our all that We ensured time. this during home from work to people our of majority encouraged and employees new hiring for process onboarding digital We followed level. organisational an at introduced were changes risks, To these mitigate challenges. and uncertainties year, COVID to this due During COVID-19 TO RESPONSE OUR y y y programme are as follows: this of objectives The made. progress the review to years two every assessment periodic by followed level amaturity establish to assessment baseline undergoing factories involves typically process The years. five next the in stage generative to plants decorative the all taking at aims programme The plants. other to extended later was learnings and journey 2014 in asuccessful after plant and Ankleshwar at launched initially was programme This accidents. zero achieving towards programme intervention based culture- is which a structured initiative (BBS) Safety Behaviour-based this up took we Paints, Asian At behaviour. safety our improving towards work continuously and observe we that us for vital is It Behaviour-based safety implementation
be implemented across all the plants the all across implemented be to actions site-specific as well as common Drafting to be implemented initiatives the finalising and parameters review Defining stage generative to plants the guiding for framework the of Preparation -19, we faced many many faced we without any salary cuts or layoffs. or cuts salary any without employees our to increments and incentives yearly regular providing was highlights major our of One against COVID employees our for year this introduced was cover insurance Aspecial times. difficult these through ensure high morale among our workforce even to remotely conducted were control ailment and disease as well as wellness financial mental, physical, at targeted programmes wellness employee Various apart. us sets that factor adifferentiating is which exposure overall their enhance to segments business in and engaging them different teams, well-being their on working by ready future be to employees our our training and development we initiatives, trained of apart As lockdown. during food of access the ease performing any tasks. any performing while safety about think to them encouraging by minds in impact an creates This presentations. and meetings like forums various of beginning the at safety on people sensitising of approach this taken have we Additionally, actions. take responsibly to hands) our in is safety (Our Haath" Apne “Apni Suraksha line tag the from inspiration taken We have safety. towards attitude our transform to potential the has us of one each that We believe workforce. our in BBS the induce effectively to hours man 23,000 than more of trainings out carried we Further, cadres. various across assessment risk personal (HARP) Prevention Risk Accident Hazard 3,650 than more conducted we thought, this With risks. possible any mitigate to basis acontinuous on assessment risk conduct to important is It awareness. raise to (SUSA) Acts Unsafe Safe around conversations 25,000 than more 2020, conducted year we calendar In mitigation. risk towards step first the as it eliminating and behaviour risk of cause root the finding on We focus y y
Training our teams internally to conduct assessment all plants across behaviour life-saving and establishing Initiating -19 related expenses incurred by them. them. by incurred expenses related 51 Strategic Review ASIAN PAINTS LIMITED
Intellectual capital
INTERLINKAGE WITH MATERIAL TOPICS AND RESEARCH AND TECHNOLOGY OTHER CAPITALS At Asian Paints, we have identified our key focus areas Keeping the spirit of to drive innovation and incorporate technology in the Material topics business value chain. In over seven decades, we have shaped and reinforced our leadership through consistent innovation in discovery alive products and services in line with the evolving aspirations of the customers. We believe in bringing Social impacts revolutionary change by focusing on transforming all of products spaces and objects and bringing happiness to the world. We are committed to bringing the innovation in product development and redefining our existing systems and Interlinkages to other capital processes. With focus on creating a diverse range of products to meet the expectations of all customers, we are constantly exploring and introducing best-in-class products and solutions. For us, at Asian Paints, intellectual capital is the key to unlock unexplored potential of people, products, and markets. Financial Human capital Manufactured capital capital PRODUCT DIVERSITY AND INNOVATION In an unprecedented year which witnessed lockdowns and restrictions on routine working, the Asian Paints Research and Technology function, with due permits from the concerned local authorities and judicious shuffling of manpower, bravely continued its journey Social and Natural capital of supporting the business goals and developed new relationship products resulting in foray into new markets and capital introduction of several new products. 200+ plus highly qualified experts and state-of-the-art laboratories and the Research and Technology centre at Turbhe, Maharashtra we have filed 20 patents in the current OUR FOCUS AREAS year, of which three have been in industrial paints and two for global operations. One patent has been filed • Automation and digital interventions for hand sanitizer category as well. We have cumulative total patent filing count of 76 patents, with a healthy • Product diversity and environment commercialisation. Our team of experts and scientists friendly products and processes have published six research papers in FY 2020-21, KEY HIGHLIGHTS FOR FY 2020-21 through national and international journals to lead and guide the industry. 48 20 New products/ variants developed Patents filed
`82.6 Crores `45 Crores Spent on research Investment in information and development technology 200+ Scientists in research and technology ASIAN PAINTS LIMITED
We have accepted the challenges posed by the macro AUTOMATION AND DIGITAL INTERVENTIONS INFORMATION TECHNOLOGY AND COVID-19 Case Study environment by extending our support with initiative We have continued to leverage digital in the areas We are a technology-driven company, which enabled of strengthening the health and hygiene product related to customer experience, supply chain and us to accept the new normal and the challenges of the platform. We have developed formulations diligently AAI, process optimisation and remote all operations. All stakeholders in business namely time and space. Our partners, employees, suppliers, and introduced several new raw materials to launch monitoring customers, dealers, contractors, interior designers, dealers, distributers trust our ability to withstand and a range of products which includes sanitizers and décor influencers and contractors, suppliers, vendors Technology supported us during the COVID-19 support them in such tough times. Our outperformance disinfectants. As a result of these products, we have and employees were part of the digital drive wherein induced lockdown of 2020 and thereafter, during the pandemic attests our abilities. received overwhelming response from the market with cutting-edge technologies such as Robotic Process when we were short of manpower as very additional revenue to business. Employee experience has always been important to Automation (RPA), Artificial Intelligence/Machine few people were entering our premises. This build employee engagement and enhance productivity. In its quest for excellence through Right First Time Learning (AI/ML), Advanced Analytics and Internet of posed a challenge in material storages as time, A new-age employee portal has been launched which (RFT) to market and zero product complaints in new Things (IOT) were deployed in some manner. pressure and temperature play a key role in their provides a single window experience. We have also and existing products the R&D team constituted a proper handling and storage. Using technology, One key area of focus has been the enablement of launched a digital safety portal to help promote safe new initiative, 'Quality at Source', wherein a thorough we monitored the systems, raw material and the Décor business. An end-to-end platform has been working environment across all our locations in India review of new product launches is held regularly by formulations, controlled the plant to ensure deployed in the form of an Inspiration and commerce- and it be extended to our international operations the leadership team to validate approach, lab, and safety and avoid any untoward incident. driven website (beautifulhomes.com), an immersive 3D during the next year. field-testing protocols to provide timely inputs before visualiser (for interior designers) for creating beautiful designs are standardised. We are agile while responding With the help of sensors such as Load home designs, to a robust execution platform for to regulations with upgraded analytical testing of sensors, Pressure sensor and others, we are all stakeholders including customers, to help deliver paints and coatings. monitoring the processes and operations. their dream home. This AI-driven platform would help Case Study We have advance technology to predict the Under its initiative of 'Nexpedition' our scientists bring in seamlessness and personalisation between failure time of equipment which enables us are actively engaged in creating the next pipeline the physical store and digital journeys of the Home to timely address the situation and avoid any Design Visualization Tool (DVT) of innovation and are currently working on several Décor customer. uncertain breakdown. different projects in emulsions, resins, waterproofing, We have engaged with a start-up to create a tool Asian Paints has deployed cutting-edge digital exterior and interior paints, enamels, and industrial to visualise the design implementation and by technology on the retailing front to not just providing paints to create the next level of breakthrough for incorporating the design visualisation algorithm engaging experiences in selecting the right colours, Review Strategic Integrated Report 2020-21 Report Integrated the business. The entire process is built on a collective we have launched the DVT for our customers to paint, products, services, contractors, but also in REFORMULATION AND COST OPTIMISATION participation process to ideate, prototyping and plan their home décor architecture and design. It ensuring authentic and genuine products are delivered 54 thereafter enrolling stakeholders for commercialisation Paint industry is resource intensive in terms of raw has received a very good response across all our 55 by the anti-counterfeiting systems and processes. opportunities. materials that go into its formulation. In addition, there customer segments. is the issue of generation of waste during operations. During the year under review, we developed 48 new The visualisation tool is highly appreciated by products/ variants. PLANT AND WAREHOUSE AUTOMATION We were the first to understand the impact of Volatile customers as it helps the customer in selecting Organic Compound (VOC) and in making coatings We implemented a completely automated warehouse the best option from multitude of offerings and our processes safe. We abide by all norms and during year integrated with the S/4 HANA Extended while designing his/her dream home. The regulations. We have adopted the global norm Warehouse Management Systems. This will help us flexibility to make modifications and see real- of keeping the lead content below 90 ppm in our serve our customers in more responsive and time variations of how it might look has been a architectural paints. cost-effective manner. key differentiator for them. We are continuously striving to make efficient use of the raw material utilised in the formulation process to reduce the waste and save the cost of procuring the Under its initiative of extra volume of material and managing the paint waste. 'Nexpedition' our scientists are actively engaged in creating the next pipeline of innovation to create the next level of breakthrough for the business. ASIAN PAINTS LIMITED
Natural capital
INTERLINKAGE WITH MATERIAL TOPICS AND KEY HIGHLIGHTS FOR FY 2020-21 (CONT.) Greening up our OTHER CAPITALS Material topics 34.7% 56% Reduction in specific Reduction in specific footprint electricity consumption hazardous waste disposal footprint Water management 75.9% 65.4% Reduction in specific Reduction in effluent generation emissions Environmental Social impacts compliance of products (as compared to FY 2013-14)
Interlinkages to other capital We, at Asian Paints, are driven by the purpose of creating value through our unique, durable and environment-friendly products and solutions. As one of the leading paint companies, we recognise our role as a responsible corporate citizen towards environmental stewardship and constantly strive to Financial Human capital Manufactured manage our resources and minimise our environmental capital capital footprint. Natural capital being a relevant part of our value creation model, drives us towards meeting our business needs by creating sustainable products and solutions with minimum impact on the natural ecosystem. We primarily focus on areas of natural resource conservation, energy and emissions, waste Intellectual Social and management (Project 'NEW'), along with product Capital relationship capital stewardship and people and community. In addition to our environment-driven efforts, we also undertake initiatives around product stewardship which help us reduce our environmental footprint at OUR FOCUS AREAS the formulation level whereas through Project NEW we focus on resource efficiency at the manufacturing level. • Product stewardship Going forward, we foresee changes in the regulatory landscape, disruptions in the global supply chain, • Natural resource conservation availability of raw materials as the key risks and have KEY HIGHLIGHTS FOR FY 2020-21 adopted measures to mitigate these through our • Energy and emissions well-formulated risk management procedures. Our robust management system and well-defined • Waste management 57.2% `12.2 Crores processes help us achieve compliance with all applicable environmental regulatory requirements. Renewable Energy (RE) consumption Expenditure on • People and community against total consumption environmental initiatives During the reporting period, extending our efforts towards environmental initiatives, we spent ₹12.2 Crores33. Trend of some of the parameters highlighted under PROJECT ‘NEW’ Natural Capital are strictly not comparable due to 58.9% 184.5% commissioning of two mega plants at Mysuru and Reduction in specific Water replenishment Visakhapatnam in FY 2018-19. Further, in FY 2020-21, non-process water consumption disruptions of plant operations due to COVID-19 have impacted few parameters. (as compared to FY 2013-14) 33 GRI 307-1 Non-compliance with environmental laws and regulations ASIAN PAINTS LIMITED
PRODUCT STEWARDSHIP- PROMOTING Water management36,37 Water conservation RESOURCE EFFICIENCY AND EXTENDING OUR During FY 2020-21, we undertook many initiatives Globally, water scarcity is perceived as a major ‘GREEN PROMISE’ towards water conservation and replenishment. A climate related risk. It becomes important to source brief of these initiatives is provided as follows: We constantly set standards to remain a leader in y Process innovations for energy and raw and utilise this scarce resource in a responsible product stewardship arena and invest in unprecedented material efficiency:A new way of dispersion manner. We understand that the intensity of water 1. Integrated watershed development (offsite projects) innovation that offers unique value to consumers while technology enabled us to reduce rutile content usage in our operations is limited however, the enhancing product safety and sustainability. which is a key contributor to Greenhouse Gas (GHG) overall consumption is still significant in the local 2. Water harvesting (on site projects) emissions context. Appreciating that water is a shared resource The theme of product stewardship has evolved over with the community, we have been focused on water Off-site projects the years and our continuous efforts have enabled us y Formulating products that are durable or have management in the following three categories. With the help of our off-site projects, we enhance to make positive environmental impacts through our better wall coverage: In the space of exterior rainwater harvesting capacities at various locations, product innovation techniques. We have undertaken paints, sustainability through durability has been y Our efforts of reducing the overall specific water thereby ensuring water security for our communities. the following efforts: the focus. This can be witnessed through the example consumption for non-process water has resulted in of Ultima Protek Lamino, which has a longer service y Increase in renewable raw materials (materials reduction by 58.9% since FY 2013-14 We implement integrated watershed development life and added features like graffiti removal. Another sourced from renewable sources): We have in villages nearby to our factories. We undertake product called Apcolite Rust Shield addresses y We reuse or recycle wastewater back within the constantly made efforts to increase the renewable initiatives like pond cleaning, desilting, irrigation the challenge of corrosion in household metallic factories such that all our decorative manufacturing content of the products and process innovation. channel lining, train farmers on micro irrigation structures sites are zero liquid discharge facilities This is exemplified through our renewable content systems, integrated pest and soil health share in three large-volume products viz. Ace Exterior y Green assurance declaration: For our business, y We implement watershed management and management. Our projects begin with need Emulsion, Tractor Emulsion Advanced, and Apcolite customer health and care for environment are of community outreach programmes thus recharging assessment to form a baseline and end with impact Enamel. The renewable content in these products great importance. Continuing our commitment to more water back into the earth than what we analysis to measure the outcome. has been increased from 20% to 60% from the earlier being truly ‘green’, we are assuring our customers consume every year. In FY 2020-21, we recharged levels in FY 2019-20 of eco-friendly paints through our ‘Green Assure’34 184.5% of the total water that we use in our y As part of our CSR initiative at Kasna, Uttar Pradesh, declaration manufacturing sites we created rainwater recharge potential by y Eliminating harmful ingredients: We produce constructing ponds of 7,360 KL and 2,559 KL capacity architectural paints which are lead and heavy metal The above steps are aided by Life Cycle Assessment Over the years water management processes have at Mehpa Jagir, Uttar Pradesh and Pachayatan Uttar Review Strategic Integrated Report 2020-21 Report Integrated free since the year 2008, and subsequently free from (LCA) studies of products that enable us to identify evolved across all factories, and it reflects in the kind Pradesh, respectively. With this initiative, the current added Respirable Crystalline Silica (RCS) since 2013 hotspots and thus opportunities for improvement. of improvements made in key metrics of specific non- capacity of rainwater harvesting supports together 58 process water consumption and water neutrality. 59 more than 30 families living around the village y At our Mysuru factory, we rejuvenated ponds NATURAL RESOURCE CONSERVATION AND Water consumption38 at Sindhuvelli, Nerale village and Bilikerekatte- RESOURCE EFFICIENCY To meet our water needs, we rely significantly on Basavatige both in Karnataka to increase the government supplied water sources for the purpose rainwater recharge potential in these villages. This has Material management35 of our business operations. led us to harvest more than 85,000 KL of rainwater in Resource efficiency forms an integral part of our FY 2020-21 We also collect water through rainwater harvesting environmental strategy. Through our continuous for consumption within the factories. y At Visakhapatnam, we undertook initiatives to efforts, we strive to meet the needs of our customers. enhance the surface water and groundwater In doing so, we optimise our resource management resources of Panchadarla village, Andhra Pradesh approach to efficiently utilise the raw materials and Water consumption details through the local pond renovation and check dam minimise material waste. To ensure the availability of construction. As a result, we created a rainwater raw materials required for our business operations, we Particulars39 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 recharge potential of 46,800 KL out of which more make optimum use of our resources and adopt ways to than 29,000 KL rainwater has been harvested during reuse and reintroduce excess material in our production Rainwater collected and FY 2020-21 process without compromising on the quality of our consumed 52 65 148 154 products and solutions. within factory (megalitres) To make our products more sustainable, we have minimised the use of toxic and hazardous chemicals as Specific water consumption 0.79 0.68 0.82 0.80 raw materials in our processes. (KL/KL)
34 ‘Green Assure’– Framework established in 2012 for waterborne architectural paints. These products not only conform to international VOC specifications, but 36 GRI 303-1 Interactions with water as a shared resource they also do not contain any hazardous raw materials like lead, heavy metals, APEO (Alkylphenol Ethoxylates) and toxic materials. An example is Royale Aspira– Interior paint with five years performance warranty and Green Assure compliance. 37 GRI 303-2 Management of water discharge-related impacts 38 GRI 303-5 Water consumption 35 GRI 301-1: Materials used by weight or volume 39 GRI 303-3 Water withdrawal ASIAN PAINTS LIMITED
40,41 On-site projects Biodiversity management Case Study Energy management Our on-site projects are focused on reducing Although we operate from sites which are located We are committed to energy conservation and freshwater consumption and increasing the share in industrial areas, we are well aware of the various Initiative at Sriperumbudur factory ensure efficient energy usage at all our operational of recycled water in our processes. Our efforts have impacts our operations have on the local biodiversity, facilities. Energy management forms a vital part Working towards our commitment of nurturing led us to undertake initiatives at various factories. even though limited in nature. In order to address of our approach towards sustainable operations. local biodiversity, our Sriperumbudur factory In Mysuru factory, storm and roof water reservoirs this concern, we link our sustainability management Our primary focus is on two aspects of energy undertook several initiatives as a part of collectively contribute to a sump of capacity over strategy with key aspects of biodiversity that would management: - energy efficiency and RE usage. Our a project for preserving and enhancing 54,700 KL. Similarly, at our Visakhapatnam factory, help us mitigate the risks related to the ecosystem facilities operate with an aim to reduce our energy natural ecosystem. we have storm and roof water reservoirs that and also reduce our dependencies. We, as a first consumption in the processes which has a direct collectively contributes over 52,000 KL. The collected step, meet all our regulatory requirement of green impact on carbon emissions. In addition to this, we rainwater in our factories are treated in the plant belt development and maintain 33% of greenbelt are proud to have an installed capacity of 19.51 MW itself and used for various process (related to paint in our plants and facilities. Further to promote local of rooftop solar. production) and non-process activities. Owing to biodiversity, we undertake plantation of local species our initiatives, during FY 2020-21, we have been of plants within our factories, avoid deforestation of We continue to make efforts to reduce our specific successful in consuming ~17,972 KL of total roof and existing land, and preserve wildlife. We have a robust and total energy consumption by regularly tracking storm water at factory located in Mysuru. Similarly, at biodiversity management plan in place to streamline our performance at the individual factory as well as our Visakhapatnam factory, more than 66% (or 74,166 our efforts. Our operational facilities are not located consolidated manufacturing level. We also conduct KL) of the total water consumption consists in any of the identified biodiversity protected areas. energy audits at all our manufacturing units at of rainwater during the reporting period. regular intervals and ensure implementation of the Aligning ourselves with the UN Sustainable audit findings for further improvement. Development Goals (SDGs) of promoting, preserving, and protecting our biological ecosystems, we Energy consumption42 have undertaken several biodiversity initiatives Specific electricity consumption for the last four at some of our facilities. Recently our initiatives Some key highlights of this project are: years has been presented in the following table at our Visakhapatnam and Mysuru facilities and a Review Strategic Integrated Report 2020-21 Report Integrated similar initiative at Sriperumbudur factory resulted y An assessment of existing biodiversity at the KWh/KL 60 in a positive biodiversity impact at these locations. factory has been conducted by Confederation 61 Similar initiatives are being undertaken in industrial of Indian Industry – India Business Biodiversity Indicator FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 paint unit located at Taloja in the last few years. Initiative (CII-IBBI) Specific y Taxonomic enumeration of biodiversity was electricity 79.77 71.94 76.52 75.70 carried out consumption We, as a first step, meet all our y A Natural Capital Action Plan (NACP) has been prepared by the facility to improve biodiversity in We aim to achieve reduction in overall energy regulatory requirement of green the subsequent years intensity43 through our continuous efforts of energy conservation, and we channelise our efforts in every belt development and maintain y It incorporated ecosystem service matrix and possible way to accomplish it. 33% of greenbelt in our plants biodiversity baseline and facilities. y Owing to its biodiversity efforts, the factory has 171 species of flora and fauna, 45 native trees and shrubs species, 30 native herb species, 22 species of butterflies, 26 species of birds y The factory undertook tree plantation using the ‘Miyawaki’ technique y 33% of the area is made available as open area for groundwater water recharge y The plant won the CII-ITC Sustainability Award for ‘Conservation and Sustainable Management of Biodiversity and Ecosystem’
40 GRI 304-1: Operational sites owned, leased, managed in, or adjacent to, 42 GRI 302-1: Energy consumption within the organisation protected areas and areas of high biodiversity value outside protected areas 43 GRI 302-3 Energy intensity 41 GRI 304-2: Significant impacts of activities, products, and services on biodiversity ASIAN PAINTS LIMITED
Energy conservation44 Case Study Emissions45 NOx, SOx and other significant air emissions49 Our resource conservation efforts encompass energy Aligning our emissions management strategy with Apart from reducing emissions at the source, we also efficiency and use of renewable energy. With an aim Energy saving through use of alternate the global goals of minimising carbon footprint and have adequate control equipment in place to reduce to produce sustainable and eco-friendly products technology mitigating climate change risks, we have streamlined the impact of the residual emissions. We also comply for our customers, we take care of making the entire Continuing with our efforts towards energy our processes to move closer to this common goal. with all the applicable regulatory requirements to production process sustainable right from the initial saving we took some of the initiatives as part of Reducing GHG emissions is not only a business ensure our air emissions are within permissible limits stage of sourcing of the resources which majorly our energy conservation plan. Highlights of some imperative for us at Asian Paints, but also forms as prescribed in the standards. includes energy. We have deployed dedicated energy of our initiatives have been listed here: a vital part of our environmental strategy going cells at our factories to channelise our energy saving forward. With the use of RE sources, alternate fuel, Other emissions initiatives that are undertaken during the year. y The air compressor in the utility accounts for and energy efficiency efforts, we have been able to substantial utility power consumption. In order reduce our emissions. g/KL to prevent any wastage of energy and save Parameter FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 Case Study power, we replaced inefficient compressors GHG emissions Particulate with better technology compressors 6.97 4.26 5.05 3.26 Our absolute Scope 1 emissions have been Matter (PM) Our pumping systems were used without Oxides of Energy conservation through process y reduced by 54% whereas our Scope 2 emissions 10.72 12.04 11.79 12.34 optimisation the calculation of the actual demand and have witnessed a reduction of 39% as Nitrogen (NOx) Oxides of this resulted in large amount of power. compared to FY 2013-14. 2.78 2.56 2.90 2.64 In order to optimize our energy consumption in Sulphur (SOx) To resolve this issue, we applied a simple our production processes and utilities, we take principle of 'pumping what is required' and GHG Emissions (tCO e) consistent efforts through various measures. 2 collaborated with few vendors to identify Graphical representation below gives an overview of We optimised our paint manufacturing process our actual pumping system requirements. our Scope 1 and Scope 2 emissions generation since Waste management50,51 leading to reduction in power consumption. Subsequently, we were successful in replacing FY 2017-18.46,47 We ensure value creation for our customers at every the conventional system with advanced stage of our operations. Waste generation being an pressure-based systems. This installation of the inevitable part of our manufacturing process, we new pumping system helped us to save more Scope 1 Scope 2 Review Strategic Integrated Report 2020-21 Report Integrated take efforts to create value from our waste. With an than 26,500 units of power every month. aim to divert a significant quantum of waste from 62 going to the landfills, we have adopted systems and 63 40,571
32,026 procedures that help us repurpose used material and reintroduce excess material into our production
Renewable Energy (RE) 28,987 process. We follow the ‘3R’ strategy of Reduce, Reuse 25,435
Among our many commitments towards 13,304 and Recycle for our waste management. Our 3R 11,601 12,263 environmental sustainability, the use of renewable 12,252 approach is explained through an illustration. sources of energy forms an important part. Our total renewable energy installed capacity stands at 39.46 MW. Our substantially augmented investments FY 2017-18 in renewable energy projects have resulted in RE FY 2018-19 FY 2019-20 FY 2020-21 share of 57.2% compared to 0.1% in FY 2013-14 (against total electricity consumed).
Increasing share of renewable energy in total electricity consumed Reducing GHG emissions is not
% only a business imperative for us
Indicator FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 at Asian Paints, but also forms a vital part of our environmental Renewable energy 35.3 35.3 57.4 57.2 strategy going forward. consumption
45 GRI 302-4: Reduction of energy consumption 46 GRI 305-1 Direct (Scope 1) GHG emissions 50 GRI 306-1 Waste generation and significant waste-related impacts 47 GRI 305-2 Energy indirect (Scope 2) GHG emissions 51 GRI 306-2 Management of significant waste-related impacts 48 GRI 305-7 Nitrogen oxides (NOX), sulphur oxides (SOX), and other significant air emissions ASIAN PAINTS LIMITED
Non-hazardous waste 3R STRATEGY Reduction of waste is central to our environment management strategy. With effective waste Solid waste and industrial effluent (responsible for sludge generation) is reduced at source by management plans in place, we aim to move towards circular economy replacing the linear economy of Reduce efficient handling of raw materials to minimise wastages. Further, coating of equipment with anti-stick coating, regular and advanced equipment cleaning systems, installation of ‘take, make, and dispose’. Across our value chain, we self-cleaning filters are some of the other steps taken. are in the process of achieving circularity through our efforts right from the initial stage of procuring raw materials and reducing the use of virgin resources. In our attempt to make the most of our waste generation, we undertook several measures. Recycling and reusing our non-hazardous waste During water-based paint processing, significant amount of wash water is produced while such as discarded wooden pallets, plastic waste, and cleaning the processing vessels and liquid material transfer lines. If left unused, these packaging material have enabled us to minimise the Reuse contribute to waste sludge generation during treatment in our Effluent Treatment Plant. quantity of waste that gets diverted to landfills. We upgraded and automated our waste water handling systems to have capability of We have sold total non-hazardous waste amounting re-using these in specific paint processing steps. to 8,437 MT generated during FY 2020-21 to authorised recyclers as per applicable regulations54.
We minimised the quantity of waste generated by recycling and reusing our non-hazardous As a leading manufacturer of paints industry, it Recycle waste such as discarded wooden pallets, plastic waste, and packaging material. is a business imperative for us at Asian Paints to Wastewater management55 ensure safe disposal of our post-consumer products. Industrial effluent is generated during paint Ensuring compliance with the Plastic Waste processing and afterwards during equipment and Management (PWM) rules, we follow the Extended pipeline cleaning. Source reduction is our major area We follow legally prescribed procedures and apply Producer Responsibility (EPR) approach to manage of focus followed by reuse56 of wash water back in environmentally sound disposal techniques for disposing our plastic packaging waste generated as a result of our process. Whatever effluent cannot be reused hazardous waste whereas the non-hazardous waste is our downstream operations. With this, we were is recycled in our ETP and advanced treatment sold to authorised recyclers. able to collect and recycle over 2,798 tonnes of systems. This recycled water is then utilised to fulfil Review Strategic Integrated Report 2020-21 Report Integrated post-consumer flexible plastic waste across both process and non-process requirements. All 15 states representing 100% of our flexible plastic our decorative manufacturing sites are zero liquid 64 Hazardous waste Waste diverted from disposal53 packaging quantity for the previous year. We have 65 discharge facilities. Safe handling and storage of waste is a critical part utilised the network of waste pickers, recyclers, when it comes to hazardous waste generation. As a FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 and co-processors to further optimise our efforts in During FY 2020-21, we faced the challenge of responsible corporate citizen, we take utmost care this direction. Total Waste increased generation of wastewater due to shut while handling, storing, and disposing our hazardous 1318 1060 824 929 (MT) down and start-up of operation in our factories waste. Our manufacturing units are equipped with due to COVID-19. However, with increased focus on waste storage facilities that ensure waste is stored Our EPR waste management system Waste directed to disposal sites wastewater management initiative, we were able in a proper manner, thereby avoiding any threats to limit the overall increase. Our specific industrial posed to the health and well-being of our employees Sources of Rag picking FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 effluent has reduced by 75.9% since FY 2013-14 and to our surrounding environment. We ensure full plastic waste collection owing to our continued efforts in this direction. compliance to all applicable regulatory requirements Specific hazardous pertaining to hazardous waste management. 1.68 1.44 1.35 1.19 waste disposal Waste Specific industrial effluent (trend Lt/KL) (Kg/KL) aggregators Moreover, all our hazardous waste generated is Effluent FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 disposed as per the defined methodology. Our water methods of disposal include co-processing or Recyclers Collection and Specific pre-processing for usage in cement kilns, sorting industrial 22.62 18.51 19.17 19.9 effluent incineration, and a very small quantity goes to the Granules landfills. Our hazardous waste footprint has gone (Lt/KL) down by ~55% since FY 2013-14. Multi-layered Product plastics Specific industrial effluent(Lt/KL)- industrial effluent per manufacturing unit of production
Fuel for boiler in Recycled products cement kiln
53 GRI 306-4: Waste diverted from disposal 54 GRI 306-5 Waste diverted to disposal 55 GRI 303-2 Management of water discharge-related impacts 56 GRI 303-3 Water recycled and reused ASIAN PAINTS LIMITED
Social and relationship capital
INTERLINKAGE WITH MATERIAL TOPICS AND Fortifying our bonds OTHER CAPITALS Material topics
Customer Supply chain Social impacts satisfaction management of products
Interlinkages to other capital
Financial Human capital Manufactured capital capital IMPACT OF COMMUNITY DEVELOPMENT PROJECTS
Intellectual Natural capital 178,000+ 83,337 capital Man-days of training and Beneficiaries of 199,000+ beneficiaries multi-specialist through Colour Academy healthcare services for the community via MMUs OUR FOCUS AREAS • Community Well-being 23,421 21,453 • Supply chain management Healthcare beneficiaries Beneficiaries through through static clinics for quality healthcare and • Customer relationship community road safety initiatives for truckers • Collaboration with stakeholders KEY HIGHLIGHTS FOR FY 2020-21 43,985 Unique beneficiaries `63 Crores 1.3 Lakhs + registered in healthcare Amount spent on CSR Business influencers, contractors, painters 1,148,212 KL Water recharged and harvested 15,000+ 70,000+ through water initiatives Supplier base No. of dealers ASIAN PAINTS LIMITED
Colours bring joy of change and are a symbol of COMMUNITY INITIATIVES57 Every year our CSR committee presents the detailed plan happiness and cheer in people’s lives. We, at Asian to the Board for its inputs, and additionally quarterly We believe that society is an important pillar which Paints, are proud to play a larger role towards making progress report is presented to evaluate and monitor supports business activities and creates the canvas tangible difference in the lives of our stakeholders the CSR projects. Of our total CSR spend, we allocate of opportunities. As part of our CSR initiatives, we not only by our products but also by the outcomes, 50% to the initiatives under skill development, Colour endeavour to contribute to uplifting and upgrading we create through our business model. These Academy being a major one, and the rest primarily the social infrastructure. We are committed to playing stakeholders include our customers, influencers, towards healthcare and hygiene, education and water a larger role towards making a tangible difference in investors, employees, community, and vendors. conservation projects. the lives of people we work with. The CSR initiatives We strive to connect, influence, and empower of Asian Paints aim towards inclusive development Community initiatives – net expenditure the individuals and firms which have significant of the communities largely around the vicinity of our excluding allocations for ongoing projects impression in the design and décor world and are plants and registered office and at the same time on We have a well-structured approach for our transforming the dreams around living spaces into ensuring environmental protection through a range of CSR expenditure community development projects which are carried reality. We are collaborating with architects and structured interventions in the areas of (i) Promoting (%) out in accordance with our CSR policy approved by our 1.0 interior designers at every step of their projects. education, including special education and livelihood (` Crores) Board of Directors. We conduct need assessment in 5.0 This includes providing product solutions to meet projects (ii) Creating employability and enhance dignity (` Crores) consultation with the community members and local their expectations and supporting them through of the painter community (iii) Enabling access to 2.2% bodies and map the districts for implementation. This visualisation and sampling tools with execution. quality, primary healthcare services (iv) Focus on water 11.1% helps us to identify the areas of intervention, which conservation, replenishment and recharge and 3.8 subsequently helps us in designing the projects to We are committed to ensuring safe painting for our (` Crores) (v) Disaster relief measures. address the challenges faced by the people of our customers by supporting them in site evaluation and 8.4% communities. Based on this assessment, a detailed product consultation. The procedure also involves In view of the ongoing pandemic during the year, 25.4 plan is formulated for the identified projects, which is adherence to safety protocols, complete masking virtual interventions were introduced, especially in (` Crores) 56.3% presented to the Board members. This further helps us and covering of furniture and valuables, dust-free case of employee volunteering programmes and skill to develop a strategy for project implementation and mechanised painting, and free home sanitization development initiatives. 22.0% resource allocation. During the implementation phase, post project completion. 9.9 Our employee volunteering approach is to promote (` Crores) we ensure the participation of our local communities Strategic Review Strategic Integrated Report 2020-21 Report Integrated In continuation to our commitment towards ownership among the employees rather than their mere which also helps in creating a plethora of livelihood and COVID-19 pandemic related relief activities, we participation. Employee volunteering teams are made skill development opportunities for them. We utilise 68 contributed nearly ₹10 Crores during FY 2020-21 to keeping in mind parameters of empathy, expertise, various avenues of establishing a network of continuous 69 various State Disaster Management authorities and time, effort and impact. Additionally, activities are also Painter training (Skilling) Disaster management communication with the local community members, Non-Governmental Organisations (NGOs) for helping mapped out in terms of the intensity of engagement. Water recharge Health and hygiene Education which helps our team to ensure proper implementation the community with healthcare facilities and various For instance, one-time contributions are required for of the projects and monitor its progress regularly. This other essentials. programmes, such as Card and Kit, donation drives, free COMMUNITY DEVELOPMENT FRAMEWORK is followed by an impact assessment through which we rice quiz, among others. identify areas of improvements going forward. We are privileged to have a great value chain partners network with more than 70,000 dealers, Some of the programmes where employees volunteered Need assessment We have mapped critical districts for the and over 15,000 suppliers which acts as a catalyst to are as follows: implementation of our projects and undertake our product and service excellence. projects on the key project areas. y Distribution of ration kits and masks during lockdown Irrespective of the circumstances, we are committed y Gift-A-Card - Spread Happiness: A virtual volunteering Identification of projects as per to covering the journey of delivering joy and bringing initiatives intended to benefit sex traffic survivors. the need assessment smile in people’s lives. Even the global crisis of the Our employees across locations volunteered to COVID-19 pandemic that triggered a nation-wide prepare handmade greeting card OUR FOCUS AREAS FOR COMMUNITY lockdown has not deterred us from forging ahead. DEVELOPMENT PROJECTS: We have emerged stronger and have accepted the y Audiobook recording for visually impaired children Project design challenge posed by the new normal. y Participating in a free, online quiz game with multiple • Health and hygiene We are implementing our community initiatives choice questions where the more one plays, the more to achieve quantum leap in our key thrust areas, quantities of free rice is donated to families in need • Water conservation particularly in health and hygiene, water and skilling. Stakeholder engagement and implementation • Skill development
Monitoring
57 GRI 413-1 Operations with local community engagement, impact assessments, and development programs Impact assessment ASIAN PAINTS LIMITED
Water conservation Water is a shared resource and we acknowledge We have drafted a water vision for ourselves the significance of water as a critical and precious with the intention of making all our resource. Judicious and efficient utilisation of water manufacturing locations water secure. We is imbibed in our values. Water is one of our key trust are engaged in helping communities around Under the health and hygiene programmes, we are, inter elements in our CSR initiatives. We have identified our manufacturing locations to conserve alia, running the following projects: water stressed regions around our plant locations water by developing integrated watershed and we are working consistently towards ensuring management systems, installing water ATMs Static clinic water security by investing in infrastructure to and harvesting rainwater in schools. Some of We have established five static clinics near our collect and conserve monsoon water for a year at our the interventions undertaken are as follows: manufacturing locations (Mysuru, Karnataka, critical plants. Patancheru, Telangana Kasna, Uttar Pradesh Khandala, y Identifying water bodies near our locations Maharashtra and Visakhapatnam, Andhra Pradesh), where we undertake rejuvenation, including and one clinic at Cuddalore, Tamil Nadu. The static desilting to catch monsoon run-off clinics provide diagnosis and treatment for various non-communicable diseases (majorly hypertension y Installing rooftop rainwater harvesting units and diabetics), Reproductive, maternal, neo-natal, Case Study and recharge systems in villages and schools child health and adolescence (RMNCH+A), eye care and y Influencing irrigation practices and awareness general OPD ailments. Project Tarang – Integrated Watershed on conservation of water in the farmer Project Patancheru community Health and hygiene58 Mobile Medical Units (MMUs) During the year, through our water shed We have been running eight MMUs across 124 villages y Recycling and reusing wastewater Providing healthcare support to our communities, development and management initiatives at spread across eight states. Our MMUs provide spreading awareness about health-related risks, and Patancheru, Telangana, we created awareness y Construction activities to increase capacity for consultations, free medicines, basic diagnostics, improving accessibility to healthcare facilities are through various programmes, imparted trainings surface water storage and referral to government hospitals, among other central to the idea of our CSR support at Asian Paints. on building capacity on fish rearing and farm healthcare services. These units also conduct awareness Review Strategic Integrated Report 2020-21 Report Integrated In alignment to the national development agenda of pond rejuvenation. Subsequently through and quiz sessions on health in the community. Case Study making primary healthcare accessible and affordable for training initiatives, we have been able to revive 70 the people, we have undertaken several programmes to eleven acres of land and ten farm ponds. This 71 Safar Integrated Watershed Project, Khandala promote health and hygiene among our communities. led to increase in yield by 30-35%. We have also Safar, one of our healthcare initiatives, is directed Our health and hygiene programme aims at addressing renovated and rejuvenated the water storage Dhandawadi is a village in Maharashtra near towards improving health awareness and correcting the primary healthcare segment of the healthcare tank to support irrigation on 53 acres of land, our Khandala plant. There is a water canal that lifestyle habits of the truckers. continuum wherein we focus on senior citizens, women which has led to a 30% increase in yield. passes through the village. However, there was and children. It starts with need assessment for elderly In addition, we have supported 35-40 farmers in lack of water storage infrastructure. community members near the plant locations followed the revival of their 80 acres of cultivated land. We have identified the need and engaged by the implementation of the programme of providing with a supporting NGO to develop the storage door-to-door healthcare service for them. In addition, With the help of three check dams, groundwater infrastructure with the help of check dam. mobile health care unit for quick response to any health- levels increased by 25% to support 25-30 We have executed the construction work related emergency. farmers for the cultivation of their farmland. and completed the check dam. Now there is With the revival of waterbodies and storage sufficient volume of water which is stored and Along with our partner organisations, we work with capacity farmers have started the pisciculture available for the farming needs. local onground health workers in analyzing the available through their capacity building experience in healthcare data, which facilitates gap identification fish rearing. They have introduced 100,000 and planning for community reach. This is to ensure fingerlings in the water bodies. that we enable primary healthcare facilities to reach maximum and relevant set of beneficiaries in an Indirect impact of our initiative has created effective manner. Besides, we also focus on raising employment opportunities for the labourers awareness on government schemes and referrals for and small-scale farmers. Through our efforts advance treatment to aid the uninitiated. We launched towards financial inclusion, we have enabled women’s health sensitization initiatives across locations. ~102 farmers to access community banking Additionally, we are working to elevate living conditions services for savings, credit, and insurance. among communities.
58 GRI 203-1 Infrastructure investments and services supported ASIAN PAINTS LIMITED
Skill development STAKEHOLDERS MANAGEMENT Skill building is a powerful tool to empower individuals We value our supply chain partners, and their support We conduct annual customer experience surveys for all and drive financial growth and community development Case Study is crucial in achieving our objective of delivering joy our products and services and measure the percentage of the nation. Our aim with this endeavour is to invest to consumers. We have a rich network of dealers, and of customers who would promote our products and in the inclusive growth and believe that everyone Digital on Demand trainings their contribution is invaluable, as they are the face of services to other customers through the Net Promoter should be given a fair chance for a dignified life. We our product in the market and continuously service the Score (NPS) method. The NPS method of customer We have launched 'On-Demand portal' in are committed to enhancing technical knowledge of demand from our customers. feedback now covers most of our customer interaction October 2020 at apcolouracademy.in, which individuals with the inherent predilection for the work, points, including retail experiences, direct to home equips the painter to get trained anytime We have developed standard practices for ensuring so that it increases their productivity and livelihood painting and colour consultancy services61. anywhere. All the major courses in major sustainable development and have included them as one which in turn would result in them garnering recognition regional languages were rolled out through of the selection criteria for our vendors and suppliers. We are a part of some of the reputed industrial and and respect for themselves in the community. Our the Digital on Demand training. More than Our initiatives focus on improving awareness about trade bodies such as Federation of Indian Chambers of Colour Academy works towards this direction of 70,000 painters have benefited through these legal compliances, enhancing eco-friendly efficiencies, Commerce & Industry (FICCI), Confederation of Indian imparting skill education and enhancing productivity of trainings till date. packaging and logistics improvements at the supplier’s Industry (CII), Indian Paints Association (IPA), Chemical the people in paint application trade. We have tied up end. We engage with suppliers and transporters on a Council of India (CCI). We play an active role in these with National Skill Development Corporation (NSDC) for periodical basis during which we encourage them to associations towards building consensus around ease of supporting this skill development proramme. Through undertake sustainable practices across the supply chain. doing business and other challenges and work towards this academy, we are providing a platform to painters, their addressal. The organisation represents various contractors and dealers for upskilling with our training We have strategically designed our distribution network national and sectoral committees in these bodies programmes that cover various subjects such as designer to serve our dealers in the shortest time possible and and associations. finishes, emulsions, metal care, mechanisation, water at minimal transportation cost. This has resulted in proofing, wood finishes and wallpaper installation. better warehouse management and tighter inventory We work in collaboration and partnership with the This helps painters connect with lucrative professional management, better route planning, optimising truck various government bodies wherein we try and align our opportunities in the industry. These academies are sizes and placements while servicing customer orders. initiatives with the international and national priorities equipped with modern facilities to upgrade the skills of We leverage technology as a critical element in the to the extent possible, for the larger good in line with existing painters, thus helping them become specialists entire supply chain. our vision. Strategic Review Strategic Integrated Report 2020-21 Report Integrated in their respective fields. Currently, we have more than Our priority is to offer tailor-made solutions for what 50 Colour Academies where we have provided training our consumer is looking for as a reliable product and 72 to more than 199,000 participants across India. Our total 73 solution. We are offering our products which cater to OUR RESPONSE TO COVID-19 spend for this initiative for FY 2020-21 is ₹25.4 Crores. the geography-specific needs. We provide solutions Our strong network of supply chain partners has which suit the needs of customers across all segments. rendered us tireless support during the challenging Grievance Redressal Mechanism (GRM)59 Our product development initiatives not only cater times of COVID-19 pandemic. Our partners, suppliers, Case Study to the needs of the end consumers, but also painters dealers, and distributers have trust in our ability to GRM is an important aspect of assuring our strong and contractors. Products have been developed which support them during these challenging times. relation with the community as it provides us social Digital training – video conferencing mode reduces the overall time required for painting, are safe We supported each other during the peak of licence the to operate and execute the community while handling, reduces the overall effort in painting pandemic COVID-19. During the year, we initiated digital training initiative projects. As part of our grievance redressal and so on. This is a win-win for the consumer as well as through video conferencing mode, in order to mechanism, we have deployed our local employees who Global supply chains were disrupted during the first the painter contractors. All our initiatives in the product ensure that there is no risk through travel and regularly visit the community and interact with people fortnight of the lockdown, and many citizens faced segment, reinforce our relationship with our dealers contact with people. Also, a module of financial to gauge and address community concerns. Based on challenges to travel to their native places. We supported and distributers in catering to the market. We have zero literacy has been introduced for the painters these interactions, we have not encountered any specific our logistic partners and truck drivers in accommodating incidents registered with respect to the non-compliance to help them understand the art of budgeting, grievances from the community at present. their safe journey to their homes during this time. We concerning the health and safety impacts of our managing contingencies, applicable insurance also provided them with essentials such as face masks, products resulting in any fine, penalty or warning.60 schemes and government schemes etc. sanitizers, and medical aid to ensure their safety during With AP Beautiful Homes, we have 18 multi-category these critical times. In the current situation of COVID-19, there is an décor stores in India. All stores are using digital Currently, we have more than 50 We facilitated payment to our vendors through immediate and recurring need for sanitization technology to provide consultation to consumers and Colour Academies where we have digital mode. Also, supplies to our dealer network to maintain hygiene for both residential and have rapidly enhanced their fulfilment capability through and distributers were facilitated through online order business setups. Accordingly, during the year, provided training to more than the paint total service and the décor execution service booking and timely dispatch. the course covering aspects on benefits of 199,000 participants across India. offered at these stores. In addition, we have expanded sanitization and how to take up sanitization at the Beautiful Homes Service proposition to eight cities We contributed ₹10 Crores towards COVID-19 Relief the sites had been introduced. Our total spend for this initiative in India. We are offering complete delivery of home Fund over and above ₹25 Crores contributed in last year. for FY 2020-21 is D25.4 Crores. décor to consumers, right through consultation, design The contribution was made to the central as well as to execution, in a completely professional and other emergency relief state funds to combat seamless manner. COVID-19 pandemic.
59 GRI 413-1 Operations with local community engagement, impact assessments, and development programs 60 GRI 416-2 Incidents of non-compliance concerning the health and safety impacts of products and services GRI 413-2 Operations with significant actual and potential negative impacts on local communities 61 GRI 416-1 Assessment of the health and safety impacts of product and service categories GRI 418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data ASIAN PAINTS LIMITED
Management discussion MACRO-ECONOMIC SCENARIO
Global economy and analysis FY 2020-21 has been an unprecedented year in modern Medium-sized Enterprises (MSMEs) in many industries times, with the COVID-19 pandemic impacting human life have taken a disproportionately large hit. extensively across the globe. Its impact on the economic Inflation picked up over the year, despite the pandemic, front, too, has been significant. The slowdown across primarily led by food inflation and higher fuel taxes. On the economies witnessed in 2019 exacerbated further in exchange rate front, post the initial bout of depreciation in 2020 by the shock delivered by the pandemic. As a result, the Indian currency in the beginning of the financial year, the global GDP is believed to have contracted by ~3.3% the currency has been relatively well supported on account in 2020, with all major economics moving into negative of robust portfolio inflows in the economy as well as a territory. China was the only exception amongst the major better current account position. economies to have posted a positive growth in 2020, albeit at a much lower rate of 2.3%. The economic upheaval Outlook could have been much more severe had it not been for The rollout of the vaccination drive across the major the quick and synchronised response from central banks economies, including India, in the last quarter of FY 2020-21 and governments globally, although this too varied across has accorded a much-needed boost to sentiments around countries. The increase in balance sheet sizes of almost all a sustained recovery of economic activity across the globe. central banks and the supportive measures undertaken by Almost all major central banks have pledged to continue an governments globally ensured easy availability of funding accommodative monetary stance to reinforce the economic and support for both private and public consumption. green shoots. Coupled with the base-effect, economic This support has been instrumental in the progressive growth is expected to bounce back strongly in FY 2021-22 recovery seen in the last two quarters of the calendar year on the global as well as the domestic front. However, a as compared to the significant contractions observed in the lot would hinge on how the pandemic plays out, given the first two quarters. The sequential recovery in global trade resurgence of the virus and the spread of infections. There coupled with the easy liquidity conditions have also led to a has been a re-imposition of restrictions sharp rise in commodity prices, especially in the last quarter on business activity in many states and this has again of FY 2019-20. This has been further aggravated by disrupted operations of our vast supply chain network. This large-scale disruptions in the global supply chain, with is expected to lead to uncertainty in demand in the larger shipping line capacities and container availability posing home improvement categories, including paints. Again, a major challenge. inflation in commodity prices and, more specifically, in input materials in our product segments across geographies, Indian economy has risen significantly since the last quarter of FY 2020- The Indian economy too witnessed similar stress, with 21, and continues to be on the uptrend. The challenges the nationwide lockdown from end March 2020 bringing to business posed by this inflationary pressure and the business activities to a standstill for the major part of April uncertain market conditions, would place strong emphasis and May 2020. An accommodative monetary policy from the on managing the business in a dynamic manner and Reserve Bank of India (RBI) and fiscal policy interventions altering operational priorities to suit the changing market by the central government, coupled with the gradual conditions. reopening of the economic activities from June 2020, have led to a sequential recovery in economic output. India’s real GDP clocked a 0.4% growth in the October-December 2020 The economic upheaval could have quarter on a year-on-year basis after a sharp fall in the first been much more severe had it not been two quarters of FY 2020-21. However, the recovery is largely centered around the formal part of the economy. for the quick and synchronised response The informal players, especially the Micro, Small and from central banks and governments globally, although this too varied across countries. 76 Integrated Report 2020-21 contractors and consumers. consumers. and contractors dealers, – stakeholders all to engage strongly with CompanyThe continued control the pandemic. to government the of attempts overall the towards contribute to able are we that ensure to time record in done was This sanitizers. of range our of launch the with space hygiene and health the into ventured also we pandemic, the fight agencies government help to order In tough time. a during even going engagement customer our keep to us enabled This consumers. actual with homes real in shot was film The concept. Hai’ Kehta Kuch Ghar ‘Har the extending campaign innovative an through done was This safe. staying meant home staying that message the spread to consumers our to out reached also We stakeholders. all by appreciated well was This lockdown. complete the during them to support significant providing thereby April, of days 10 first the within settled were end our from contractors) by ensuring that all schemes and promotions We supported our (dealers business partners and stakeholders – dealers, contractors and consumers. all with strongly engage to continued Company The urban markets. than sale paint higher much witnessing 4 towns 2, 3and Tier with business, in growth strong the aided This areas. rural/semi-urban in were openings these of majority Avast installations. machine colourworld highest the of one to leading continued, drive expansion network Our Product and segments network engagement growth. overall the to contributing well, extremely did Finishes Wood and Tools Adhesives, Waterproofing, as such year. Categories the of part latter the during well up picked also category luxury and premium The markets. rural/semi-urban the from performance astrong by aided well, do to continued range economy The unlocking. gradual the following volumes in apick-up saw June and May however washout, acomplete was April lockdowns. the given sales limited saw quarter first the country, With the COVID-19 DECORATIVE BUSINESS IN INDIA BUSINESS SEGMENT REVIEW Management discussion and analysis (continued) PAINTSASIAN LIMITED pandemic wreaking havoc across the the across havoc wreaking pandemic
subscribers. subscribers. and followers of community aMillion-strong almost with platform content design digital largest India’s now is magazine online This home. aperfect create to need they everything access to opportunity the have visitors which on platform aunique is Paints’ Asian with Homes ‘Beautiful reality. into homes dream their translate and journey experiential this complete to consumer the help us by consumer to dream. Strong omnichannel developed models the and empowering consumerrevolutionising experience becoming the most inspirational home décor brand by of vision its in invested strongly remained Paints Asian Consumer services crisis. the over tide to stakeholders our enable to efforts our on build to continue We industry. the in fastest the growing company Paints made Asian categories product the across growth Substantial growth. value strong and 13% growth saw we volume scenario, tough the Despite manner. asafe in work painting the out carry to contractors and painters our enabling while stakeholders all amongst confidence instilled This consumers. project and retail our for service painting safe anovel launched also We of the home. comfort the from access could they that mode digital the through available was consultancy expert that ensured we consumers, For cost. of free dealers our of warehouses and shops the sanitized we announced, were guidelines unlocking the after business of reopening the initiate safely to partners To our enable concept. painting safe the to up warm to painters enabled exercise This country. the across campaign this through painters of number a large with connect could We manner. asafe in painting out carry to how on guidelines detailed our with safety on focused which Charcha’, Pe ‘Chai called campaign digital innovative an devised we contractors, and painters For manner. asmooth in business execute to necessary areas all access to dealers allowed This mode. digital asimplified through be accessedapplications and colour consultancy—could areas—products, all that ensured we dealers our For stakeholders. our with touch constant in be to touchpoints of building the with route digital the to leapfrogged We leading to robust growth. business year, financial the of half second the in eased pressure lockdown the once pick-up astrong ensured funnel the building on focus continued the However, pandemic. the of because slowdown significant saw period initial the front, business Project/Institutional the On home. dream their create to consumers help sanitaryware—which and bath wardrobes, kitchens, tiles, customised lighting, decorative furnishing, products—furniture, décor of range Paints’ Asian offer stores these paints, to addition In stores. these at offered service execution décor the through capability fulfilment their enhanced rapidly have They consumers. to visualisation world-class and guidance expert provide to technology digital advanced use stores the All experience. consumer aunique provide to interwoven experience physical and technology cutting-edge with model, +digital) (physical Phygital astrong is stores the of core the At pipeline. the in are more afew quite and 18 to stores expanded now has stores décor multi-category this of footprint The response. excellent an received have consultative consumer experience andone-of-its-kind offer stores Homes Beautiful AP front, retailing the On ideas. actualise and about, dream – both do to opportunity the have they where consumers of community aburgeoning with engagement continues com execution. With this spectrum of offerings, beautifulhomes. designs to personalised professionalconsultation, from right – journey homemaking complete offering India, across cities eight in available now is service The price. asensible at design and quality great for looking are who homemakers Indian for adestination is BHS managers. project dedicated by executed professionally by experiencedcustom-designed interior designers and are that homes have to opportunity the consumers offers BHS in. comes (BHS) Service Homes Beautiful where that’s And it. of making the still is home a creating of part difficult information and inspiration for readers. However, the most of library averitable is magazine the homemaker, Indian the by faced issues various on advice of plenty and projects DIY of videos talent, design best country’s the with interviews country, the around homes real to visits With across the globe. disruption maximum faced oneas when supply chains year This will beremembered in this space. space. this in vendors software leading with partnering by execution and visibility chain supply advanced of areas in solutions latest the of deployment the on embarked has Company our objective, this To fulfil needs. customer ever-changing serve to able be will companies which determining to key be will chain supply responsive and agile an having flux, of aworld In forecasting. demand for algorithms Learning Machine advanced in invested further has Company our year, This forward. move we as categories these in growth expected the support to categories product certain in expansion capacity at looking is Company year. The the of half second the in witnessed recovery demand large the service to capacities manufacturing our of utilisation the up scale to able was team The manner. atimely in marketplace the serve and analysis what-if rapid make to able were we operations, of areas various in technology innovative meet emerging customer demands. Through the use of to situation, fast-changing the despite tirelessly, worked teams Our globe. the across disruption maximum faced chain supply when one as remembered be will year This sites. our at out rolled were practices, sanitation enhanced and screenings health daily equipment, protective personal critical with personnel on-site our equipped Robustoperations. hygiene on-site which practices, our in approach work ahybrid embraced rapidly we and chain, supply entire our in working teams the of safety ensure to taken was care utmost period, this Throughout authorities. the by released was up open to permission the as soon as began Operations fatalities. and infection of avoidance and plants our all in safety ensured This precautions. due with shutdown be to had plants paint lockdown, national the by imposed restrictions the Given Supply chain infrastructure projects. infrastructure projects. landmark bagged we consultants, structural as such influencers key with closely Working player. aprominent as Company the establish and strengths our leverage to able were we and response good saw factory and infrastructure as such sectors Government portfolio. product arobust and accounts new into breakthroughs by driven significantly, expanded chemicals construction and Waterproofing 77 Strategic Review 78 Integrated Report 2020-21 of increasing health consciousness. times at relevant are which of all Bling’, ‘Royale and Clean’ Smart ‘Royale Shield’, Health ‘Royale as such launched were to the global consumer. Innovative and unique products offering acomprehensive and quality superior both provide to order in segment waterproofing the and category luxury premium/ the on focusing mainly geographies, our across had about 60 new product launches and product revamps we mind, in this With development. product centric’ ‘USP- on emphasis with markets, across innovation in leader aclear being to herd the from away moving on remains product propositions and market The focus activations. of strengths core our on year, focused we last with As Business performance environment. adifficult in even recovery agood recording quarters subsequent three the with focus, and vigour international business rebounded strongly with renewed 2020, the June post improved conditions As markets. different across operations the benefit to geographies across learnings and experiences of flow aseamless on focused We operations. global our of future the out chart to platforms meeting digital over together team international entire the –getting use good to disruption of period this put also We crisis. immediate the over tide us helped that conservation cash ensuring thus period, this during measures management capital working and optimisation cost several on focused We responses. quick and agility for time a also was This warehouses. and offices factories, our of many were as periods, extended for shut were markets many period, this During quarter. first the of end the till 2020 March of fortnight last the from starting period the during affected most were we viewpoint, abusiness From hygiene standards necessitated by the pandemic. and safety the to confirmed practices work and work-spaces own our that ensuring as well as governments various by imposed rules the to adherence strict involved This priority. first our was stakeholders other and employees of health the environment, this In operations. our of spectrum entire the across challenges health-related and slowdowns lockdowns, with faced were we world, the across wild-fire COVID-19 With international operations. our up make that people the and businesses the both for year challenging exceptionally an 2020-21 was FY Operating environment Africa. and Asia in especially emerging markets, presence in high-growth its increasing on focus to continues Group The Paints. Asian Kadisco and Causeway Paints Asian Taubmans, Berger, Paints Asian Coatings, Apco Paints, SCIB Paints, Asian areservices sold under seven corporate brands, namely and products Our Africa. and Pacific South East, Middle the Indonesia, and Asia –South world the of regions four across 13 in countries operations has Paints Asian India, Outside INTERNATIONAL OPERATIONS Management discussion and analysis (continued) PAINTSASIAN LIMITED spreading like operations across different markets. across geographies to benefit the of experiences and learnings We focused on aseamless flow Africa: Africa: our supervision. our supervision. executed through contractors under well-trained are services these needs, waterproofing and painting their by solutions our for dealers provide consumers end-to-end offered services These geographies. our of most in Services Painting Safe out rolled year,also we This benefits. and contractors with programmes for sustained engagement and painters 80,000+ with connected have We kits. demo generation including activities proof of concept and tools demand on-ground by up backed were launches Product markets. international our across category this in presence our up ramp quickly to order in us with available already products these of strengths marketing and technological considerable the on build can we that believe We launches. products new several been have there and category, as a Waterproofing on focused have units our All in the years ahead. years the in well us bear will economy, the of stabilisation and recovery overall the for wait apatient with coupled position, market our consolidate to apolicy that believe we Hence times. troubled these in even margin profit ahealthy have to continues unit our Overall, scenario. cost inflationary high the to due fallen have profits sales, grown marginally COVID-19 the from apart Tigray, of province the in war civil and inflation high dollars, US of lack the including factors several of acombination by hindered be to continues economy Ethiopia’s market. this in time first the for year this emulsions luxury of brand ‘Royale’ the launched also We enamels. and emulsions premium on focusing well, as year current the in products new of launch and revamp the 2019-20, continued we FY value-for-money range of in products the latter half of In Egypt, after the launch of the ‘Hero’ ‘Hero’ the of launch the after Egypt, In pandemic. While we have have we While pandemic. international units. international amongstperformers our larger continues to beone of the stellar market gained has share, and Nevertheless, the Nepal unit Indonesia): and Asia (South Asia Middle East: huge, though fragmented market and are ramping up our our up ramping are and market fragmented though huge, this of potential long-term the of optimistic remain we Nevertheless, model. and direct-to-dealer distributors to and shifted have a mix strategically ofdistributors under-performing shut to had we regions, some year. In the in degrowth asales seen has and up, ramp to attempt its in challenges several faced also has unit own year. Our this ~15% by shrunk have to estimated is and pandemic, the by affected badly been has market paint Indonesia The annum. KL/ 25,000 of capacity 2021-22, initial an FY of with middle the continued on schedule, and should be operational towards also has Bangladesh in project factory new The market. local the in presence its up scaling in assist to launches service and product innovative on focus to continues unit The share. market gaining market, paint overall the to relative well done have We de-grown. have to estimated is market paint decorative the pandemic, the despite grow, to continued economy the while Bangladesh, In backed by several product launches and upgrades. well, done have 2020-21, both and FY during together closely worked and operations aligned teams unit the Both Causeway’. Paints ‘Asian brand the under selling started 1, 2021, now April on have as and units two our of merger the completed we Lanka, Sri In units. international larger continues to be one of the stellar amongst performers our and share, market gained has unit the Nevertheless, base. year last than alower at year the ended we that meant business of loss quarter first the thereafter, recovery valiant a made unit our Although quarter. first the in lockdowns hit among our operations, due Asian South to prolonged financial year. financial the of months nine first the for scenario price material raw alow and control cost stringent to year, due last than better were whole asa region the for Profits affected. were sales paint industrial and projects well, relatively did business retail our While displaced. been have workers migrant many and down, slowed have Projects pandemic. the by affected Especially the Middle East has been badly badly been has East Middle the Especially Nepal was the worst worst the was Nepal South Pacific: Pacific: South protection. and colour, décor, design of areas the in consumer the of mind the in brand our strengthen further to potential the have they years, few coming the for markets these in sales paint our to compared small relatively remain to likely are businesses these While customer. the to solutions home of range a provide to quest our in fittings, bath and with aBangladesh, range of elegant sanitaryware and Nepal in brand) BathSense Paints Asian the (under business ‘Bath’ the launched year, also we This level. anew to trajectory the shift to order in country the in far so laid have we foundations the on build strategically to 2021 intend and March in time first the for commercial TV anew released also have We 2021-22. FY in turnaround agood of anticipation in capacities and spends marketing (serviced from Fiji). Fiji). from (serviced model export an to shifted and year the during operations our closed Tonga, we islands, the of one year. In the of months nine first the for prices material benign and measures control cost of back the on profits in increase asignificant and sales in decline amarginal only had we this, Despite pandemic. the by affected worst the being industry hotel the and tourism poor,with were islands Pacific South Economic conditions in Fiji and other other and Fiji in conditions Economic 79 Strategic Review 80 Integrated Report 2020-21 across the country offering modular kitchen design and and design kitchen modular offering country the across of our showroom and network have now 200+ showrooms expansion the continued We segments. Solutions Modular Full the as well as Components Kitchen the both across growth strong half, with second the in around turned building a pipeline for value. future business business The year, the through book order ahealthy generate us helped This period. lockdown early the during even designs designers, up taking our conversations for in-house kitchen through efforts reach customer online our up stepped We period. this during capabilities operational our enhancing on year. focused We the of half first the in pandemic COVID-19 the of spread the during disruption was There Business performance especially residential housing. constructions, new for Solutions Modular Full provide to channel’ ‘projects adedicated have also We country. the across showrooms full kitchens through a strong of network franchisee-owned of Solutions segment, the we undertake design-to-execution Modular Full the Under B2B channel. the through appliances kitchen and accessories kitchen hardware, kitchen of range own our sell we the business, Components presence. with asegments pan-India Under the Kitchen Solutions’ Modular ‘Full the as well as Components’ ‘Kitchen the both in present is Paints’ Asian by ‘Sleek 2017-18. FY in 100% to stake our increased further 2013-14 FY in and (Sleek) Ltd. Pvt. International Sleek in 51% acquiring stake by business Kitchen the into forayed We Kitchen business solutions provider. décor acomplete being of vision our complements division choice for their dream Our homes. Home Improvement their of spaces bathroom and kitchen create customers our business through the Home Improvement division and help Bath the and Kitchen the in operate We HOME IMPROVEMENT BUSINESS IN INDIA Management discussion and analysis (continued) PAINTSASIAN LIMITED
design and installation services. installation and design offeringkitchen modular country showroomsnow across the 200+ our showroom and have network We continued the expansion of Kitchen business in FY 2021-22. FY in business Kitchen the for capacity manufacturing additional an up setting for investments making be would we focus, growth long-term this To support focus. consistent with period alonger over service superior and offerings differentiated with level national the at abrand establish to Sleek like player industry an for space leaves This cities. larger the to catering also are players online Currently, segment. Solutions Modular Full the in presence meaningful have players of a handful Only demand. kitchen total the of part asmall contribute to continues industry kitchen the in sector organised The players. German/European by dominated largely been has that amarket in player aformidable is and states major all across strongly segment this in network dealer our expanding have We future. near the in continue to expected are pressures inflationary year. The the of half second the during charges import as well as prices commodity in rise asteady been has there improved, has situation supply the While quarter. second the of end the towards stabilised which China, from imports with issues supply also were half,there first the half.In first adull after year the of half second the in growth strong saw segment Components Kitchen The year. the during constructions new in slowdown the of spite in projects major several winning business, strong register to channel the helped has cities major other to 2020-21, expansion FY year. During previous the in India southern in cities to channel this in presence its expanded also has and Delhi and Pune Mumbai, in presence astrong has Sleek vertical. project adedicated through business Solutions Modular Full the in operates also Company, the of asubsidiary Sleek, India. in company any by kitchens premium of collections comprehensive most the of one is This well. grown has and year the during demand high year, saw last launched Premium with Finishes, of Kitchens collection luxury The today. country the in unparalleled is line business this in have we that network The services. installation in FY 2021-22. FY in business Bath the for facility manufacturing asecond up set to investments making be will we plans, growth future the and facility existing the at levels utilisation high the on eye an With profitability. overall improve and significantly costs reduce business the helped has This Pradesh. Himachal in Baddi, improvement facility at manufacturing the productivity out carried we this, with line In performance. operational to importance significant attached We support. technicians ensuring prompt and reliable post-sales the with well, as year this continued theme excellence’ ‘service The significantly. increasing 2, 3towns Tier as well as cities large in representation year, with the through continued also drive expansion network The states. several across works and projects government in use for approved now are products The companies. across prominentthis category builders and construction in inroads stronger making in helped has This business. Decorative the of team Projects the of strengths the year, utilising the during segment Builder and Projects the in impact strong a made sector. We office and commercial the from demand strong saw products these and quarter first of part early the in introduced were (WCs) Closet Water and systems flushing touchless faucets, hands-free and – including category new in sensor products the touch-free of arange started, lockdown the As portfolio. product and network our leveraged we as half second the in registered was growth Strong country. the across year the of quarter first the in lockdown the of inspite well grew business The Business performance offerings. customised and solutions at look actively can consumer the where solutions, and products bath of world anew creating on focusing are We market. fittings (CP) Chrome-plated the in presence and network our leverage to years two last the over range sanitaryware its expanded have We range. product as well as network our expanded have we years, 2014-15. FY in the Over Ess Ess of business front-end the acquiring by business Bath the into forayed Paints Asian business Bath Fittings and Sanitaryware volumes, declined.profitability in drop significant the to due but quarters two these in growth topline register to able was company the quarter, fourth and third the in industry automotive the in uptick the with However, sector. automotive the in degrowth the given sales in degrowth registered has PPG-AP Business performance of semi-conductors. availability and steel with challenges supply facing been also has industry automotive The segment. coatings automotive the in companies the of most on pressure increased has year a than more for industry automotive entire the in demand subdued ~11% by The degrew ~13% and respectively. which markets, two-wheeler and auto the of because primarily is year financial the in degrowth Business OEMs. COVID-19 to due economy the in Slowdown Operating environment India. in suppliers coatings industrial largest the of one is and segments, marine and packaging segment, refinish automotive (OEMs),Manufacturers segments, industrial certain Equipment and for Original coatings automotive paints in trades and manufactures PPG-AP USA. Inc., Industries PPG with Company the of JV 50:50 first the is PPG-AP marine coatings Automotive, refinish,industrial, packaging and come from the automotivetwo-thirds sector. about demand, paint industrial total the Of (AP-PPG). Ltd. Pvt. PPG Paints Asian and (PPG-AP) Ltd. Pvt. Paints Asian –PPG USA Inc. Industries PPG with JVs 50:50 two through segment coatings in operates industrial the Paints Asian INDUSTRIAL BUSINESS IN INDIA has impacted impacted has 81 Strategic Review using PPG-AP coatings using PPG-AP coated roof station Metro Mumbai 82 Integrated Report 2020-21 Asian Paints, and Paints, provideAsian value proposition customers. to its and USA technological Industries PPG Inc., support parents, from both its continues facilities R&D to focus on its to innovate, PPG-AP leverage others. among sectors, goods white and plants power gas, and oil infrastructure, in customers servicing segments, coatings powder and markings road coatings, floor coatings, protective in operates JV The USA. Inc., Industries PPG with JV 50:50 second our is and India of market coatings industrial non-auto the serves AP-PPG industrialNon-auto coatings (EHS). people development and Environment, Health and Safety coreits values, which includes focus on customer connect, on focused remains also company The customers. its to proposition value provide and Paints, Asian and USA Inc., Industries PPG parents, its both from support technological leverage innovate, to facilities R&D its on focus to continues PPG-AP localised. now are resins the of most and operational fully is facility Resin Dahej company’s The and small appliance segments. cookware rubber,automotive segments, industrial certain for coatings provide to PPG-AP enables This company. Group aPPG from Limited India Whitford of business the acquired company year,the financial the During demand. lower by impacted were they as degrew businesses and Industrial Automotive its although business Packaging the in growth witnessed company inshortages containers causing supply The constraints. with along trends, inflationary witnessing is company The Management discussion and analysis (continued) PAINTSASIAN LIMITED Road markings by AP-PPG by markings Road of revenue and posted profits in a challenging year. challenging in a profits posted and revenue of registered in growth good terms AP-PPG Overall, margins. protect to company the helped measures savings cost and increase price of area the in taken action quick and quarter fourth the in seen was prices material raw in inflation Steep segments. these in position its improve significantly helped investments, government to owing segments marking road in growth robust and products coatings floor of reach maximise to sales Project Paints Asian with Collaboration growth. good register company the helped segment &Repair Maintenance and Infrastructure the in business of share grow to targeted services and a declining market. Introduction of innovative products in growth in resulted acquisitions customer and portfolio on geographical expansion, enhancement of product focus continuous and registered AP-PPG’s in growth sales. demand, in coatings weDespite decline industrial did well Business performance margins. year, affecting the of quarter fourth the during witnessed inflation steep the in resulted material, raw feedstock in specially constraints, side Supply coatings. resulted in an overall in decline demand for industrial expenditure capital private of lack the with coupled exports in maintenance schedule, slowdown and in manufacturing year. Delays the during lockdowns by caused disruptions by affected was market coatings industrial The Operating environment products (EPC - L&T Hydrocarbon) -L&T (EPC products AP-PPG with coated project sub-sea 98/2 ONGC values. values. the to aligned pipeline atalent build help to VBF the with integrated been has process interview Astructured pool. talent lateral the as well as campus the targeting initiatives talent through multiple talent engagement best-in-class attract to endeavour its our year, continued we the During organisation. the and promote collaboration as one of the building of blocks Charter the of significance the reflect to change undergone also has Company the of Policy Pay Variable The Charter. the of elements key the all incorporate to revamped been also has system management performance The functions. and grades all for VBF the with integrated and designed been also have journeys Learning feedbacks. 360-degree and process review people onboarding, recruitment, as such processes HR various with integrated fully been has Values-based This Behaviours framework Framework (VBF). the create to redefined was Framework Competency Leadership the spirit, right the in employees of levels all to cascaded also is and behaviours, and actions our through driven seamlessly are Charter the in embedded values the To that Charter. ensure Company’s the with frameworks and processes people its align to committed is Paints Asian them. by COVID-19 for employees our for cover insurance aspecial taken have We hospitals. to go to them required otherwise have may that issues medical with employees help to launched also A teleconsultation medical helpline was stress. mental with cope them help to pandemic the throughout services counselling offering helpline, the strengthened we families, their and employees To up. support taken were campaigns safety and sessions awareness financial challenges, Health times. difficult these during workforce its of morale the up keep to strived has Paints Asian ailments, and disease of spread the controlling as well as wellness financial and mental physical, the ensuring at targeted employeeremotely-conducted wellness programmes various Through them. for lives fulfilling creating to committed stays and healthy, mentally and physically stay to employees for need the acknowledge We individual and success. organisational towards along team the carry to ability leadership’s our tested also year The agendas. and initiatives policies, our all of forefront the at were employees towards empathy and Care stakeholders. and employees towards outlook our tested and challenges unique presented year The Internal policies RESOURCES HUMAN related expenses incurred incurred expenses related manufacturing plants. plants. manufacturing people management among managers in capability building on focused Programme Connect The effectively. managers to conduct developmental conversations more our skilling on focused year, also we This capabilities. their business acumen, and perspective leadership enhancing while employees supported coaching and stories e-modules, as such formats learning Internal agencies. and external institutes educational with in partnership created formats innovative and conducted were journeys leadership development, etc. agility Several learning collaboration, innovation, strategy, workplace partnerships, on focusing and values Company’s the to aligned through various organisation development programmes addressed been have needs learning employee’s Our through various media.conversations meaningful enabling and platforms virtual the leveraging by people our in invest to continued we pandemic, the of year this During them. enhance and skills and knowledge their exercise to resources and platforms tools, with employees providing by development holistic life’.for facilitate We leaders ‘To is develop philosophy management talent Our Leadership blueprint décor. and design of areas emerging the on a focus with pool talent relevant the with communicate and engage to platforms media social on pages career our on run also were campaigns Several institutes. partner of anumber to taken was series ‘AP Paathshaala’ our work, cutting-edge and practices industry best to exposure students giving at efforts continuous our further to competitions, the from Apart yet. participation largest its saw B-Schools, prestigious and sought-after competitions case in premier most the among is which CANVAS, engagement, flagship Our platforms. and tools technology innovative of aid the with virtually done were engagements the all context, current the Given initiatives. multiple through minds brightest the with engagement our deepening of purpose the with up scaled further was branding campus Our initiatives External June 2020. 2020. June a Collaboration Index was designed and launched in and conversations enable to designed were sessions collaboration, of spirit the sustain and To enhance others. and inclusion, collaboration, rewards and recognition, and diversity infrastructure, enabling leadership, as such drivers conductedalso 2020-21, in FY anchored around several was survey engagement employee organisation-wide An workplace. inclusive amore create to on worked being now is which up, taken was function Sales the in women by faced challenges the on study Adetailed network. women’s internal the Swara, for conducted were on so and wellness Programmes and conversations around safety, health, 83 Strategic Review 84 Integrated Report 2020-21 deployed this year. this deployed and designed was that ascorecard through measured being is plant every of health relationship employee The functions on 3i socials. functions on 3i socials. pathways were across launched learning 280+ environment, learning virtual the Leveraging (HRMS). System Management HR the with integrated seamlessly been have platforms The stage. induction the to stage application the from starting journey, candidate’s a of aspects critical all at looks thus and employees, new and candidates to experience signature deliver to designed platforms are These application. onboarding-induction prejoining- the of launch the and System Tracking Applicant the upgrading and features adding by processes HR and digitising processes recruitment optimising experience, candidate the enhancing at year, looked we This making them accessible through the mobile phone. by content learning our of reach the expanded have We format. learning peer and sized bite blended, personalised, the facilitate to designed is content learning our of Most socials. 3i on functions across launched were pathways learning 280+ environment, learning virtual the Leveraging on. so and modules e-learning new EBSCO, as such introduced, platforms new and strengthened were organisation the across platforms learning the learning, virtual of need intense the and preferences learner changing mind in Keeping Technological innovations has garnered much appreciation from employees. programme The chosen. were areas unexplored to related projects transformation Four abilities. leadership develop and galvanise involve, to order in projects relevant but futuristic on work to teams management top the engages forum The potential. their grow and performers high the to exposure greater give to considered were ways which during 18-20 days over teams the across engagements active were There line. leadership next the developing for aforum as created was &CEO, MD the by led and Company the of Presidents Vice and Presidents Vice Associate Managers, General the of comprising ateam Link', 'One One Link philosophy of team management Management discussion and analysis (continued) PAINTSASIAN LIMITED next level of breakthrough products. the cause will that paints industrial and enamels, paints, interior and exterior waterproofing, resins, emulsions, in projects different several on working currently are They innovations. of apipeline creating in engaged actively are scientists our initiative, ‘Nexpedition’ the Under sanitizer. hand for filed been also has patent are generating additional revenue for the One business. and market the by received well been have products these All cleaner. vegetable and cleaner toilet sanitizer, surface sanitizer, space cleaner, floor handwash, sanitizer, hand including range, product anew of launch the to led that materials raw new several with formulations developed and portfolio hygiene and health the strengthening in initiative our supported team the environment, macro challenging a under year. Working this credit their to publications six have they journals; international and national reputed in publications through Technology and Research in out carried work represent to continue scientists 26%. Our of percentage acommercialisation with Paints, Asian to for count 76 filing cumulative the taking operations, global for two and paints industrial for three including year, current the in filed were 20 patents of A total power of science. the through us empowered truly function Technology and Research the of pool talent the ‘AP as Creators’, avatar and introduction of several In new their products. new markets new in foray our helped that property intellectual creating by Paints Asian of goals business the support to continued thus function The manpower. of shuffling judicious and concerned authorities local the from permits due with out carried was function Technology and Research Paints Asian the at work year, routine unprecedented an In AND TECHNOLOGYRESEARCH team participated in the 6 the in participated team Technology and Research the of members afew before, As stakeholders for their commercialisation. enrolling then and prototyping, and ideation of process participative acollective on built is process entire The y y y include: These pioneering products. and unique three of launch the in resulted This programme. y otherSome new include: products y y y
resistance ranging from -20°C to 90°C. Typical use use Typical 90°C. to -20°C from ranging resistance excellent and temperature durability, adhesion, areas, wet in resistance slip high ability, clean steam excellent offers also It strength. flexural and tensile compressive, as such properties mechanical physio- exceptional has product The floorings. concrete for finish matt seamless offers that screed polyurethane a self-levelling 4K, Crete PU Apcoflor of polyurethane as durability well as protection corrosion excellent offers product The properties. drying quick its to due components painted of handling faster offers It segment. (PEB) Building Pre-Engineered the for designed specifically coating, Polyurethane Metal) to (Direct Apcothane 150 2K, finish sheen luxurious a and levelling flow superior Hide, Coat One provides it tool, application unique with Combined performance. and air purifying silver provides excellent ion technology anti-bacterial Emulsion, PaintsAsian Health ezyCR8 Shield Single Coat applied TiO reduce helps that material raw asustainable on based exterior for ACE Sparc emulsion Advanced, aunique time application reducing significantly besides finish asmooth create to spray by applied be can that MS, Ezy Marvelloplast stains clean to easy it making by life paint prolongs guard stain advanced Its resistance. flame-spread excellent providing by safety the home. innovative Its hybrid technology enhances to protection all-round provides that paint based water- indoor a revolutionary Protek, All Apcolite industry wood-working and the furniture in used substrates wood-based of variety a wide bonding for used is that adhesive resin synthetic an innovative water-based Dynamo, TrueGrip 2 and yet delivers exceptional whiteness when when whiteness exceptional yet delivers and a water-based single coat emulsion. Its Its emulsion. coat single awater-based a high build, high solid DTM solid high build, ahigh th Breakthrough Innovation a unique gypsum plaster plaster gypsum aunique from laboratories. was despite absence maintained physical productivity that ensured automation on Emphasis polymers. of of and products intermediates and characterisation stability long-term the predict can that techniques in We and sustainability. have invested characterisation chemistries for industrial and polymer decorative paints, binder science, colour were covered areas technical key research institutions from India and abroad. of Some the and educational premier to affiliated members faculty external by conducted were year, two this conducted training– academy. the in-house Out of the nine workshops by buildingcapital through Sikshalaya competency technical human developing to commitment our in continued We provide timely before inputs designs are standardised. to protocols field-testing and lab, approach, validate to team leadership the by regularly held is launches product new of review athorough wherein Source, at Quality initiative, anew constituted team Creators AP the products, existing and new in complaints product zero and market to Time) First (Right RFT through excellence for quest its In cold units. storage areas includes food, warehouse, pharmaceuticals, and 85 Strategic Review 86 Integrated Report 2020-21 Management discussion and analysis (continued) PAINTSASIAN LIMITED sustainability: sustainability: environmental of areas following the in efforts their focus to continued have factories paint decorative eight our All ourselves. for set have we goals the towards effectively deliver and efforts our shape us helped has sustainability COVID-19 by induced despite challenges the createdsustainability by restrictions environmental of area the in milestones significant of achievement the by characterised been has year This Environment SAFETY AND HEALTH ENVIRONMENT, y y y y y
Minimising solid and liquid waste solid Minimising in our processes commitment towards sourcing clean energy energy clean sourcing towards commitment renewable sources, thus demonstrating the Increasing the contribution from of electricity improving efficiency and quality in production production in quality and efficiency improving Reducing energy consumption in operations, while process after purification purification after process manufacturing the in use for rainwater of collection the as well as usage freshwater in reduction on waterReducing consumption non-process by focusing communities surrounding our factories our factories surrounding communities the in projects replenishment water Undertaking . Our continued commitment to to commitment continued . Our consumption than that of the previous year. previous the of that than consumption power specific alower delivered management throughput efficient more at initiatives Our metrics. consumption electricity specific on apressure put naturally This events. related re-start and down shut significant by characterised Renewable energy: Reduction in consumption: electricity Integrated watershed development: year: the during undertaken initiatives key the of Some year. the for set we targets the of most on deliver time same the at and safely, work to able were factories 2020-21, our FY of conditions challenging the in Even community throughout the year. the of requirement water the fulfil eventually will which 2020-21, FY in replenished was rainwater of KL 11 Lakh+ years, the over interventions our to Due factories. paint decorative eight our surrounding villages in undertaken was continuing focus development area, watershed integrated global standard inglobal green standard the building parlance. a as recognised is which System, Rating Buildings Factory Green (IGBC) Council Building Green Indian the under rated Platinum now is factory Visakhapatnam our that share to 2020-21. proud are We FY in sources renewable from energy its of 98% achieved plant Mysuru Our consumption. energy 57.2% total for the of accounts now energy renewable area, this in uncertainties related policy many face we While years. the over space this in made been have investments several and areas focus identified the of one Renewable energy generation is generation energy Renewable As part of this this of part As FY 2020-21 was 2020-21 was FY species that are thriving due to our dedicated initiatives. dedicated our to due thriving are that species faunal 171 to and home is floral factory Sriperumbudur Our region. the in bodies water the replenish to projects of aplethora undertake also and factories our within plants of species local of variety awide nurture we biodiversity, green belt development. To promote and enhance regional dependencies. We meet requirement the regulatory for reduce and impacts negative the mitigate to important is biodiversity with linkages these of management sustainable and dependenciesimpacts on local biodiversity. Hence, various have operations our areas, industrial notified in plastic footprint in packaging in the year 2020-21. year the in packaging in footprint plastic flexible of 100% representing plastic, flexible post-consumer of tonnes 2,700+ of recycling and collection the in resulted has (EPR) Responsibility Producer’s Extended our fulfilling of 1.19 as compared to 1.35 in the previous year. 1.19of previous 1.35 to the in compared as waste hazardous specific achieve to able were and challenge the accepted we But targets. annual our in set been had what than more much was This waste. additional generated which pipelines and machinery of flushing and cleaning meant This production. resume to ready setup whole the make to need was there post-lockdown, operational became Safety Award for the year 2020. Our plant at Ankleshwar Ankleshwar at plant 2020. Our year the for Award Safety and Health Occupational Peacock Golden the of winner declared also was plant The Council. Safety British the by Honour’ of ‘Sword the awarded was plant Sriperumbudur FY 2020-21, our During specifications. Council Safety British on based is which System, Safety Paints Asian the follow India in plants manufacturing decorative Our standards. ISO 14001 and 9001 ISO with certified already is plant The standard. 45001 ISO with certified was coatings, industrial produces Taloja, which at plant Our standards. 45001 ISO 14001, ISO and 9001, ISO of consisting System Management Integrated an for certified were Visakhapatnam and Mysuru at plants newest year, our the During same. the exceed to strives and benchmarks higher set constantly to aspects related environment and safety, health, in practices best follows industry-accredited Paints Asian of initiatives. variety a through environment the of protection the towards and assets and people our of safety the to committed is are We Health and safety wastePlastic management: Biodiversity: Hazardous waste management: sources in FY 2020-21 sources FY in from met needs renewable energy of Mysuru plant’s 98% Although our manufacturing sites our are manufacturing Although located Our initiatives towards initiatives Our When our factories in the next two years. two next the in organisation the of rest the to extended be will and plants been implemented in all eight manufacturing decorative has platform This System. Work to Permit and assessments risk audits, and inspections System, Management Incident the like processes safety key digitising thereby ‘i-safe’, as branded aptly safety, for platform IT an launched has Company the this, To accomplish units. across actions of deployment horizontal ensure and management knowledge help will organisation, the across data capture will that asystem have to important is it set, targets the With stage. Calculative in are others the while stage Proactive the in are plants eight of out three and FY 2020-21 in happened assessment first Our 2025. by assessment culture safety our in stage) Generative the reaching before stages Proactive Calculative, Reactive, to moves then 1and Stage as Chaos with starts that safety behaviour-based in highest –the stage (5th stage ‘Generative’ achieve to undertaken have We safety. occupational towards commitment our continuing are year, we this initiated was safety process on work While years. four next the over standard safety process the implementing for Council Safety British the with up tied have and field this in experts from support seek to decided we agility, with matter this up take to determining and country the in organisations other in past recent the in happened that incidents catastrophic various from learnings from Drawing infrastructure. with associated risks safety inherent the above and over aspects process-related strengthening by incidences catastrophic eliminating on focuses also It proactively. them address and material hazardous of handling and storage with associated risks identifying on focuses safety Process safety. process of areas the in indepth dwell to us requires now operations our of complexity and scale the teams, our with culture safety aproactive building on and safety occupational on working been have we While safety. of aspects all towards approach global the to aligning thereby JVs), units, Business International units, office sales, manufacturing, (Decorative organisation the across culture safety and safety process safety, occupational of areas the in years five next the for targets finalised and industries coating global of that with measures safety our year, benchmarked we the During rating. star five highest achieved and audit Council’s safety Safety completed British successfully 87 Strategic Review 88 Integrated Report 2020-21 Management discussion and analysis (continued) PAINTSASIAN LIMITED processes. and systems anti-counterfeiting the of deployment the through delivered are products genuine and authentic that ensure to also but products/services/contractors, paint colours/ right the selecting in experiences engaging provide just not to front retailing the on digital deployed We journeys of the home décor customer. digital and store physical the between seamlessness in bring help will platform AI-driven This home. dream the service, including customers, to help deliver the in stakeholders all for platform execution arobust to interior designers) for creating beautiful home designs, (for visualiser 3D immersive an (beautifulhomes.com), website commerce-driven and inspiration an from right deployed been has platform end-to-end An business. Décor the of enablement the been has focus of area key One manner. some in deployed were others and (IOT) Things of Internet Analytics, Advanced (AI/ML), Learning Intelligence/Machine Artificial (RPA), Automation Process like technologies Robotic wherein drive digital cutting-edge the of part were business the in stakeholders All operations. all and management chain supply experience, customer to related areas the in digital leverage to continued We 2020-21 FY of Highlights operations. run and collaborate digitally to businesses allow to time quick in up scaled were systems IT The manner. asecure in partners and employees for working remote to transition the enabled same The pandemic. the like times for prepared better be to us helped digital in investments The benefits. business leveraging for digital adopting of terms in looking forward been always has Paints Asian INFORMATION TECHNOLOGY (IT) and assets. information systems information secure to investments necessary the make to continue will Company The undertaken. been have facilities manufacturing the at IT/OT networks fortify to Projects technology. and processes through strengthened been has centres data the to edge the from security The priority. acritical become has pandemic the during security Information same. the maintaining for cost reduces and infrastructure cloud ahybrid on Far is DR The Far DR. and DR Near –both centre (DR) Recovery Disaster new-age a to moved have We security. information and recovery 2020-21Company in FY is availability/resiliency/disaster IT the of focus the be to continued which area Another areas. some in capacity increasing also and efficiencies operational plant impacting thereby shopfloor, the on decision-making superior in helped have plants manufacturing the at initiative twin digital The of onboarding customers. smooth the aided and marketing digital precision in helped has year, last deployed (CDP) Platform Data Customer the on analytics The channels. digital self-service the on orders the placing while schemes/products right the select dealers help to deployed been has algorithms new-age of power engine Arecommendation analytics. in AI/ML of power the using projects many deployed has and asset astrategic as data treat to continue We tapped. been have operations scale and throughput increase efficiencies, drive and new business The opportunities processes. to further existing automate to further extended been has RPA manner. cost-effective and responsive amore in customers its serve it help will This Systems. Management Warehouse Extended S/4 HANA the with integrated location one in We implemented a completely automated warehouse enabled. been also have distribution of channels New businesses. formodelling international capabilities additional ERP and hygiene, home décor, and construction chemicals also health of space the in businesses new-age to platform the extend to able been have We business. the with along scaled been have HANA) (S/4 systems Transaction Core The next year. next the operations international our to extended be will this and India in locations our all across environment working asafe promote help to portal safety adigital launched also have We experience. window asingle provides that launched been has portal employee A new-age across. productivity enhance and engagement employee build to important been always has experience Employee initiated. been also modernise the applications to make has them cloud-ready to journey The systems. analytics and chain supply the cloud, especially in the areas of customer experience, to workloads moving of terms 2020-21 in FY in made been choices Prudent have and scalability. innovation, agility for cloud the leveraging of strategy aclear have We AI/ML in analytics. analytics. in AI/ML many projectsusing the power of strategic and asset has deployed We continue to treat a as data by a mix of bottom-up and top-down identification and and identification top-down and bottom-up of amix by the accomplishment of the were These strategies. done impact would that those and strategy the framing while considered be to had that uncertainties the identified we exercise, this Through itself. for future anew create to journey exciting an on embarked we period, this During during the lockdown period. enabled being home from work to due arising risk security information prevent to taken steps and risks the on briefed was Board lockdown.The the of period the during chemicals hazardous handle to organisation the of readiness the assess to specifically met Committee Management Risk The going. operations the keep to managed and safety of norms new the to adapting in remarkably responded employees The needed. was it where material of availability ensured and people our of safety the on focused We extent. a large to uncertainties the mitigate helped management financial information security, business continuity and prudent customers, with engagement workplace, the at safety materials, hazardous handling to pertaining risks addressing in years the over investments our period, critical this During chain. supply the on pressure and anxiety the to added infections, in spikes The phased opening up of the economy and the sudden act. balancing fine avery did globe the across governments keeping economic going, activities much-needed and lives saving between Caught before. seen never complexity and ascale of uncertainties seen has year This Enterprise risk management by the British Safety Council. by Safety the British Honour’ of awarded ‘Sword the was plant Sriperumbudur 2020-21, our FY During
89 Strategic Review 90 Integrated Report 2020-21 Safety: Safety: Customer facing: Company. the of concern going the threaten that risks no are There explained. is plan action the with along category each in risks of nature The categories. following the in fall actively on work to continue we that risks significant The them. mitigate to steps take and risks and uncertainties newer for horizon the monitor continuously to committed are We Management Committee. Risk its through Board the of guidance able the under place in put plans treatment risk and assessed identified, were that risks of set a finalising in culminated This assessment. Management discussion and analysis (continued) PAINTSASIAN LIMITED the curve forthe curve the consumer. of ahead be to steps taking are and presence digital strong a have We consumers. with traction and changes of alot see to continues consumers with interact to amedium as Digital growth. mutual for excellence chain supply ensuring in and partners channel the with invest and engage to continue We critical. more even therefore are experiences unique Indian market. Consumer delight through innovation and the in pockets deep with players newer of emergence the with increased also has intensity competition The delight for the consumer is of paramount importance. creating seamless; is experience the that ensuring thus manpower, role/contract off and partners channel extended our through Company the with interact may consumer The risk. the to added have time each them exceeding and needs customer themarkets, responsibility of understanding the underlying these understanding of challenges the and lighting and furniture of furnishing, our foray into categories other Given upon. acted continuously not if customers of share mind losing of risk the also but adifferentiator create to living spaces brings with it the tremendous opportunity manufacturing locations. manufacturing the at just not and locations our all across acts unsafe reducing on working also is are We people. to injury of risk the eliminate to as so machines and man of interface the of people. Investments are continuously made to reduce safety the ensure to year the throughout done are sessions awareness Adequate action. timely for same the report and act unsafe any identify to encouraged are Employees audits. external and internal periodic and practices work processes, standards, to adherence strict with regime safety a stringent follow operations manufacturing The beings. human to injury of risk the minimise to efforts our in policy EHS our by guided be to continue We nature. in hazardous are which chemicals certain handle we interaction machines between and people. In addition, Our manufacturing operations require operations constant Our manufacturing The customer’s need to personalise personalise to need customer’s The new labour codes. continue to monitor the developments with respect to the We year. The the through right upon acted and individual the with co-created are competencies technical and functional that ensure to necessary is plan development individual year. Awell-knit the during steps undertook we of competitive collaboration are some of the areas where aspirit fostering and engagement Employee us. for areas focus major be to continue employees of needs aspirational practices andemployee-friendly meeting policies, and employeeMaintaining contemporary relations, opportunities for our employees to grow professionally. enough with nurtured is talent where atmosphere an provide to essential is it Hence industry. same the in organisations other with is not necessarily competition our talent, For Company. the of growth sustained the for the smooth operation of the plant. for critical are plants, the at operating systems automation including assets, IT critical all of uptime ensuring attacks, external from devices protecting Paints, Asian of information confidential securing operations, the TechnologyInformation of solutions in all aspects (IT) Human Capital: Information security: Compliance: to underlying IT systems to ensure timely compliance. compliance. timely ensure to systems IT underlying to made are changes and Company the in trained are people studied, regularly are laws existing to amendments and legislations New basis. time areal on compliance monitor to portal anew to migrated We spirit. and letter in regulations and laws all to adhering to committed are We scrutiny. judicial and circulars on based evolve to expected are clarifications and Interpretations future. the in even continue to expected is landscape regulatory during the year. we where areas steps undertook collaboration are some of the fostering aspirit of competitive and engagement Employee The speed and extent of changes in the the in changes of extent and speed The Investment in Human capital is critical critical is capital Human in Investment With increasing leverage of of leverage increasing With Sustainability: Sustainability: mechanism. whistle-blower the through frauds suspected report to encouraged are people and held periodically are sessions on and fraudPolicy policy prevention. Awareness Whistle-blower the Conduct, of Code the with starting frauds, with deal to framework policy arobust We have frauds. of chances the reduce to automation leverage to taken are Steps controls. and processes designing while fraud of risk the We consider organisation. any in Fraud and ethical behaviour: litigation. to lead could interpretation in differences evolving, still are interpretations where laws new With Committee. Management Risk its through Board the by guided is it exercise this In objectives. strategic its impact potentially that uncertainties multiple assesses and monitors evaluate, we environment, dynamic current the In stakeholders. its all of interest the balance to manner possible best the It will continue to monitor the developments and act in situation. the with deal to able being of confident is are we risks, the of some mitigate to taken steps the and year previous the in experience the same, the tackling in leaders global by taken steps the given However, environment. economic overall the in uncertainty and capital working on stress disruptions, chain supply safety, to respect with challenges up throw to continues pandemic current The of sustainability. aspect social the addresses Responsibility Social Corporate to respect with efforts Our consumer. end the for products safe and green of view of point the from at looked also is year. Sustainability every up taken are waste hazardous of generation the reduce to Efforts products. manufacturing while consumed energy specific the reduce to taken are Steps operations. our of impact environmental the reduce to energy wind and solar leveraged have We steps. other and plants, treatment sewage from water water consumption, of exploring options consuming fresh water, reducing recycling conservation, water in rainwater bywater harvesting, investments footprint our reduce to steps taking been have We risk. a critical becomes therefore, security, Water manufactured. paint the in ingredient an also is water and water consume Our manufacturing operations operations Our manufacturing Risk of fraud is inherent inherent is fraud of Risk 2020-21 is lower by 0.83% mainly due to higher retained earnings. retained higher to due mainly 0.83% by lower is 2020-21 FY for 2019-20, RONW FY to compared As consolidated: for **RONW earnings. retained higher to due mainly 2.32% by 21 lower is 2020- FY for 2019-20, RONW FY to compared As standalone: for **RONW ratio. Equity Debt improved in resulted 2020-21 FY in networth ^ Higher discounting. bill and borrowings lower from mainly resulting cost finance lower to due 2020-21 FY in increased ratio coverage * Interest coverage ratio* Interest turnover ratio Debtors Key ratios corresponding period ₹2,710.1 to compared previous as the in Crores 15.8 by ₹3,139.3 %to increased Crores operations) interest (from continuing non-controlling after ₹ 21,712.8 ₹20,211.3 profit Net from Crores Crores. 7.4 by %to increased has operations from revenue basis, aconsolidated On period. corresponding previous the in Crores ₹2,654.0 to compared as Crores ₹ 3,052.5 ₹17,194.1from by to 15.0% increased profit Net Crores. 7.7% by increased ₹18,516.9 to basis Crores standalone on operations 2020-21, from FY revenue During Performance review Ratios (RONW)** networth (%) Return on margin (%) Net profit ratio (%) margin Operating ratio^ Debt equity Current ratio goods sold) (on costof turnover ratio Inventory 0.002 58.1 12.7 2.2 3.4 16.5 26.2 28.3 FY 2020- FY Standalone 21 FY 2019-20 FY 0.003 1.8 45.0 14.6 29.0 15.4 24.5 3.5 FY 2020-21 FY 0.028 47.7 2.0 3.4 9.9 14.8 27.4 23.8 Consolidated 3.5 0.036 36.0 10.9 1.7 FY 2019-20 FY 27.6 13.8 22.1 91 Strategic Review 92 Integrated Report 2020-21 Ten Year Review (Standalone) PAINTSASIAN LIMITED (` in Crores except per share data, number of employees, number of shareholders and ratios) 2018-19**~ RESULTS FOR THE FINANCIAL YEAR 2020-21** 2019-20** 2017-18** 2016-2017** 2015-2016** 2014-2015 2013-2014 2012-2013 2011-2012 (Restated) INCOME STATEMENT Net Revenue from Operations 18,516.9 17,194.1 16,391.8 14,153.7 12,722.8 11,830.3 11,648.8 10,418.8 8,960.1 7,964.2 Growth Rates (%) 7.7 4.9 15.8 11.2 7.5 1.6 11.8 16.3 12.5 25.7 Materials Cost 10,082.5 9,506.2 9,410.6 7,982.7 6,944.1 6,584.9 6,439.8 5,940.0 5,163.4 4,746.3 % to Net Revenue from Operations 54.5 55.3 57.4 56.4 54.6 55.7 55.3 57.0 57.6 59.6 Overheads 3,941.1 3,830.9 3,476.4 3,250.5 3,107.9 2,768.5 3,198.5 2,701.6 2,249.4 1,866.1 % to Net Revenue from Operations 21.3 22.3 21.2 23.0 24.4 23.4 27.5 25.9 25.1 23.4 Operating Profit (EBITDA) 4,859.5 4,214.6 3,789.6 3,198.0 2,971.0 2,726.4 2,197.3 1,950.9 1,673.4 1,493.2 Finance Costs 71.7 78.4 78.6 21.1 18.9 23.4 27.1 26.1 30.6 30.8 Depreciation and Amortisation Expense 697.5 690.0 540.8 311.1 295.4 234.5 223.1 212.3 127.0 99.5 Profit Before Tax and Exceptional items 4,090.4 3,446.2 3,170.3 2,865.8 2,656.7 2,468.5 1,947.1 1,712.5 1,515.9 1,362.9 % to Net Revenue from Operations 22.1 20.0 19.3 20.2 20.9 20.9 16.7 16.4 16.9 17.1 Growth Rates (%) 18.7 8.7 10.6 7.9 7.6 26.8 13.7 13.0 11.2 21.4 Exceptional item - (33.2) - - - (65.4) (13.5) (9.9) - - Profit Before Tax and after Exceptional items 4,090.4 3,413.0 3,170.3 2,865.8 2,656.7 2,403.1 1,933.6 1,702.6 1,515.9 1,362.9 % to Net Revenue from Operations 22.1 19.9 19.3 20.2 20.9 20.3 16.6 16.3 16.9 17.1 Profit After Tax 3,052.5 2,654.0 2,132.2 1,894.8 1,801.7 1,622.8 1,327.4 1,169.1 1,050.0 958.4 Return on average capital employeed (ROCE) (%) 38.1 37.8 38.40 38.7 40.9 45.0 49.9 51.7 54.0 59.3 Return on average net worth (RONW) (%) 28.3 29.0 25.6 25.4 27.7 29.5 33.9 35.3 38.1 42.9 BALANCE SHEET Share Capital 95.9 95.9 95.9 95.9 95.9 95.9 95.9 95.9 95.9 95.9 Other Equity 11,995.2 9,357.4 8,747.0 7,702.2 6,998.8 5,829.8 4,134.3 3,505.0 2,926.3 2,391.9 Deferred Tax Liability (Net) 265.2 282.7 392.4 270.3 261.2 217.2 167.8 177.1 143.3 80.8 Borrowings 27.4 31.3 13.47 14.94 17.08 38.0 39.6 47.7 54.1 168.2 Tangible Fixed Assets and Intangible Assets 4,712.7 5,069.0 5,400.5 3,960.4 2,824.4 2,721.8 2,105.0 2,050.2 2,154.4 1,611.9 Investments 5,340.8 2,657.9 2,964.0 2,577.3 2,913.6 2,796.6 1,893.8 1,671.2 872.5 913.8 Debt-Equity Ratio 0.002:1 0.003:1 0.002:1 0.002:1 0.002:1 0.01:1 0.01:1 0.01:1 0.02:1 0.07:1 Market Capitalisation 2,43,387 1,59,850 1,43,180 1,07,469 1,02,970 83,297 77,820 52,559 47,139 31,056 PER SHARE DATA Earnings Per Share (EPS)(₹) #* 31.8 27.7 22.23 19.8 18.8 16.9 13.8 12.2 10.9 10.0 Dividend (%) 1,785 1,200 1,050 870 1,030 750.0 610 530.0 460.0 400.0 Book Value (₹) 126.1 98.6 92.2 81.3 74.0 61.8 44.1 37.5 31.5 25.9 OTHER INFORMATION Number of Employees 7,134 6,751 6,456 6,238 6,156 6,067 5,897 5,555 5,236 4,937 Number of Shareholders 522,165 3,15,626 2,20,538 1,91,561 2,02,988 1,65,986 1,47,143 87,997 54,813 60,537 * EPS calculated on Net Profit after Exceptional items. # With effect from 1st August, 2013, face value of the Company’s equity share has been subdivided from ₹ 10 per equity share to ₹ 1 per equity share and accordingly the EPS and book value for all comparataive periods have been restated. **Figures for these years are as per new accounting standards (IND AS) and hence not comparable to previous years. Revenue from operations in period prior to GST implementation have been adjusted suitably for Excise duty on sale of goods, to enable comparability of Revenue from operations for these years. ~ The figures for FY 2018-19 have been restated on account of restrospective application of Ind AS 116 - Leases. The cumulative impact of this retrospective application in prior years has been adjusted in opening retained earnings as at 1st April, 2018 (reducing the same by ₹ 42.0 Crores) Ten Year Review (Consolidated) (` in Crores except per share data and ratios) RESULTS FOR THE FINANCIAL YEAR 2020-21** 2019-20** 2018-19**~ 2017-18** 2016-2017** 2015-2016** 2014-2015 2013-2014 2012-2013 2011-2012 INCOME STATEMENT Net Revenue from Operations 21,712.8 20,211.3 19,248.5 16,843.8 15,168.2 14,263.2 14,182.8 12,714.8 10,938.6 9,632.2 Growth Rates (%) 7.4 5.0 14.3 11.0 6.3 0.6 11.5 16.2 13.6 24.7 Materials Cost 12,097.2 11,383.5 11,272.9 9,710.4 8,435.1 8,041.3 7,971.5 7,340.7 6,413.0 5,795.3 % to Net Revenue from Operations 55.7 56.3 58.6 57.6 55.6 56.4 56.2 57.7 58.6 60.2 Overheads 4,760.0 4,666.0 4,210.0 3,935.8 3,746.7 3,452.7 3,975.9 3,376.2 2,793.6 2,328.2 % to Net Revenue from Operations 21.9 23.1 21.9 23.4 24.7 24.2 28.0 26.6 25.5 24.2 Operating Profit (EBITDA) 5,158.7 4,466.1 3,998.6 3,418.2 3,248.9 2,982.5 2,405.1 2,132.1 1,846.5 1,616.2 Finance Costs 91.6 102.3 105.3 35.1 30.0 40.7 34.8 42.2 36.7 41.0 Depreciation and Amortisation Expense 791.3 780.5 622.1 360.5 334.8 275.6 265.9 245.7 154.6 121.1 Profit Before Tax and Exceptional items 4,304.4 3,634.0 3,311.9 3,068.5 2,933.7 2,699.7 2,104.4 1,844.2 1,655.2 1,454.1 (including share of profit of associate) % to Revenue from Operations 19.8 18.0 17.2 18.2 19.3 18.9 14.8 14.5 15.1 15.1 Growth Rates (%) 18.4 9.7 7.9 4.6 8.7 28.3 14.1 11.4 13.8 15.4 Exceptional items - - - (52.5) (27.6) (9.9) - - Profit Before Tax and after Exceptional items 4,304.4 3,634.0 3,311.9 3,068.5 2,933.7 2,647.3 2,076.9 1,834.3 1,655.2 1,454.1 % to Net Revenue from Operations 19.8 18.0 17.2 18.2 19.3 18.6 14.6 14.4 15.1 15.1 Profit for the year (after Tax and Minority 3,139.3 2,705.2 2,155.9 2,038.9 1,939.4 1,745.2 1,395.2 1,218.8 1,113.9 988.7 interest)^^ Return on average capital employed (ROCE) (%) 35.4 34.4 34.1 34.8 37.6 40.5 45.3 47.6 50.3 54.3 Return on average net worth (RONW) (%) 27.4 27.6 24.1 25.5 27.5 28.9 31.8 32.8 36.3 40.1 BALANCE SHEET ------Share Capital 95.9 95.9 95.9 95.9 95.9 95.9 95.9 95.9 95.9 95.9 Other Equity 12,710.4 10,034.2 9,374.6 8,314.3 7,508.0 6,428.9 4,646.4 3,943.3 3,288.4 2,652.6 Deferred Tax Liability (Net) 415.6 443.8 543.3 417.1 359.2 296.8 179.9 187.8 154.4 92.8 Borrowings 353.8 361.6 629.2 533.4 560.3 323.3 418.2 249.2 251.0 341.1 Tangible Fixed Assets and Intangible Assets 6,041.5 6,412.6 6,706.2 4,857.4 3,415.1 3,371.2 2,610.2 2,491.8 2,456.0 1,876.1 Investments 4,736.8 2,018.9 2,568.6 2,140.7 2,652.0 2,712.1 1,587.8 1,423.6 778.8 750.7 Debt-Equity Ratio 0.03 : 1 0.04 : 1 0.07 : 1 0.06 : 1 0.07 : 1 0.05 : 1 0.09 : 1 0.06 : 1 0.07 : 1 0.12 : 1 PER SHARE DATA Earnings Per Share (EPS) (₹) #* 32.7 28.2 22.5 21.3 20.2 18.2 14.5 12.7 11.6 10.3 Book Value (₹) 133.5 105.6 98.7 87.7 79.3 68.0 49.4 42.1 35.3 28.7 * EPS calculated on Net Profit (including share of profit of associate) after exceptional items # With effect from 1st August, 2013, face value of the Company’s equity share has been subdivided from ₹ 10 per equity share to ₹ 1 per equity share and accordingly the EPS and book value for all comparataive periods have been restated. ** Figures for these years are as per new accounting standards (IND AS) and hence not comparable to previous years. Revenue from operations in periods prior to GST implementation have been adjusted suitably for Excise duty on sale of goods, to enable comparability of Revenue from operations for these years. ^^ Includes ‘Profit for the period from discontinued operations’. Refer note 32 of Consolidated Financials Statements. ~ The figures for FY 2018-19 have been restated on account of restrospective application of Ind AS 116 - Leases. The cumulative impact of this retrospective application in prior years has been adjusted in opening retained earnings as at 1st April, 2018 (reducing the same by ₹ 46.9 Crores) 93 Strategic Review 94 Integrated Report 2020-21 our achievements our for acknowledged Being Awards & Accolades PAINTSASIAN LIMITED of the Year 2019-20 award for FY CEO Standard awarded Business the Mr. &CEO was KBSAnand, ex-MD y y y y y y y
Ranked 9 Most Valuable Companies Today 21st – ranked Business in Paints Asian Governance’ Corporate Won the 100 Power Digital Impact amongst in India the TOP LEADERS BUSINESS ranked was Paints &CEO,Asian MD Syngle, Mr. Amit coveted list. the in Paints Asian for appearance consecutive 2019). second the was Companies’ (September It Included in the Forbes List Regarded of World’s ‘Best Group) WPP and Kantar experts research equity brand by 2020 (Compiled Sept – India in Brand Valuable Most 5th the as Rated Trusted Brands) – March 2020 –March Brands) Trusted –Most Equity (Brand Category Care Household Ranked among ‘Most Trusted Brands’ Report (July 2020) (July Report companies for ‘Excellence in in ‘Excellence for award’ Peacock ‘Golden th among the world’s leading paint by Coatings World – Top Companies –Top World Companies Coatings by List. (November 2020) (November List. in the the in – y y y y y
for Occupational Health &Safety Health Occupational for award’ ‘ wins plant Sriperumbudur Kaizen Competition Ankleshwar plant wins ‘ Competition. Practice (CII) Safety National Practice atOutstanding the Confederation of Industry Recognition Platinum – Wins Plant Khandala 2021) (March ceremony Award Petrochemicals and Chemicals of Edition award in the ‘Chemicals’ category – FICCI 9 –FICCI category ‘Chemicals’ the in award year’ the of ‘Company wins Division Penta Paints Asian 2019September – Pacific Asia in companies aBillion’ over ‘Best of list Asia’s Included in Forbes ’ for Innovative Kaizen and Restorative Restorative and Kaizen Innovative ’ for
CII National Kai-Zen Kai-Zen National CII Golden Peacock
th
Statutory Reports
Notice Asian Paints Limited Registered Office: 6A, Shantinagar, Santacruz (E), Mumbai - 400 055 CIN: L24220MH1945PLC004598, Phone No.: (022) 6218 1000 Website: www.asianpaints.com, Email: [email protected]
NOTICE is hereby given that the SEVENTY–FIFTH ANNUAL RESOLVED FURTHER THAT the Board of Directors GENERAL MEETING of the Company will be held on Tuesday, and/or the Company Secretary be and are hereby 29th June, 2021 at 11 a.m. IST through Video Conference/ authorized to settle any question, difficulty or doubt, Other Audio Visual Means organized by the Company, to that may arise in giving effect to this resolution and to transact the following businesses. The venue of the meeting do all such acts, deeds and things as may be necessary, shall be deemed to be the Registered Office of the Company expedient and desirable for the purpose of giving effect at 6A, Shantinagar, Santacruz (East), Mumbai - 400 055. to this resolution”. ORDINARY BUSINESS: SPECIAL BUSINESS: 1. To receive, consider and adopt: 6. To consider the re-appointment of Mr. R. Seshasayee (DIN: 00047985) as an Independent Director of the A. Audited Financial Statements of the Company for Company to hold office for a second term from the financial year ended 31st March, 2021 together 23rd January, 2022 to 22nd January, 2027 and, if with the Reports of Board of Directors and thought fit, to pass the following resolution asa Auditors thereon; and Special Resolution: B. Audited Consolidated Financial Statements “RESOLVED THAT pursuant to the provisions of of the Company for the financial year ended Sections 149 and 152 read with Schedule IV and other 31st March, 2021 together with the Report of applicable provisions, if any, of the Companies Act, Auditors thereon. 2013 and Companies (Appointment and Qualification 2. To declare final dividend on equity shares for the of Directors) Rules, 2014 and the applicable provisions financial year ended 31st March, 2021. of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 3. To appoint a Director in place of Mr. Abhay Vakil 2015 (including any statutory modification(s) and/or (DIN: 00009151), who retires by rotation and being re-enactment(s) thereof for the time being in force), eligible, offers himself for re-appointment. Mr. R. Seshasayee who was appointed as an Independent 4. To appoint a Director in place of Mr. Jigish Choksi Director and who holds office upto 22nd January, 2022 (DIN: 08093304), who retires by rotation and being and being eligible, be and is hereby re-appointed as an eligible, offers himself for re-appointment. Independent Director of the Company, not liable to retire by rotation, to hold office for a second term up to 5. To consider the re-appointment of M/s. Deloitte 22nd January, 2027. Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the RESOLVED FURTHER THAT the Board of Directors Statutory Auditors of the Company and, if thought fit, to and/or the Company Secretary, be and are hereby pass the following resolution as an Ordinary Resolution: authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to “RESOLVED THAT pursuant to Sections 139, 142 and do all such acts, deeds and things as may be necessary, other applicable provisions, if any, of the Companies expedient and desirable for the purpose of giving effect Act, 2013 read with the Companies (Audit and Auditors) to this resolution”. Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), 7. To continue the Directorship by Mr. R. Seshasayee M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (DIN: 00047985) as an Independent Director of the (Firm Registration No. 117366W/W-100018) be and Company and, if thought fit, to pass the following are hereby re-appointed as Statutory Auditors of the resolution as a Special Resolution: Company to hold office from the conclusion of this “RESOLVED THAT pursuant to Regulation 17(1A) of Annual General Meeting till the conclusion of the the Securities and Exchange Board of India (Listing 80th Annual General Meeting, on such remuneration as Obligations and Disclosure Requirements) Regulations, shall be fixed by the Board of Directors of the Company. 2015 (including any statutory modification(s) and/or
Notice 95 Asian Paints Limited
Notice (Contd.)
re-enactment(s) thereof for the time being in force) and may be adjusted for any changes in capital structure of other applicable laws, if any, approval of the members the Company), issued by the Company under primary of Company be and is hereby accorded for continuation market route and/or acquisition of equity shares from the of directorship of Mr. R. Seshasayee as an Independent secondary market route, at a price decided by the Board, Director of the Company beyond 75 (seventy-five) or by the Nomination and Remuneration Committee (the years of age, after 31st May, 2023, not liable to Nomination and Remuneration Committee hereinafter retire by rotation. referred to as “the Administrator”, which to the extent of secondary acquisition of the Company’s equity RESOLVED FURTHER THAT the Board of Directors shares by the Asian Paints Employees Stock Ownership and/or the Company Secretary, be and are hereby Trust and related administrative matters shall also authorized to settle any question, difficulty or doubt, include delegation of administration to the Asian Paints that may arise in giving effect to this resolution and to Employees Stock Ownership Trust) from time to time in do all such acts, deeds and things as may be necessary, accordance with the 2021 Plan. expedient and desirable for the purpose of giving effect to this resolution”. RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger, or 8. To consider the Asian Paints Employee Stock Option sale of division(s) of the Company or other similar events, Plan 2021 (“2021 Plan”) and grant of stock options to the Board and/or the Administrator (as the case may be) the eligible employees of the Company under the 2021 be and is hereby authorized to do all such acts, deeds, Plan and, if thought fit, to pass the following resolution matters and things as it may deem fit in its absolute as a Special Resolution: discretion and as permitted under applicable laws, so “RESOLVED THAT pursuant to the applicable as to ensure that fair and equitable benefits under the provisions of the Companies Act, 2013, the Securities 2021 Plan are passed on to the Eligible Employees. and Exchange Board of India (Share Based Employee RESOLVED FURTHER THAT the Board be and is hereby Benefits) Regulations, 2014 (“SEBI Regulations”) authorized to allot equity shares of the Company as may (including any statutory modification(s) or be required for the 2021 Plan. re-enactment(s) thereof for the time being in force), and other rules, regulations, circulars and guidelines of RESOLVED FURTHER THAT Board and/or the any/various statutory/regulatory authority(ies) that are Administrator (as the case may be) be and is hereby or may become applicable and subject to any approvals, authorized to take necessary steps for listing of the permissions and sanctions of any/various authority(ies) equity shares allotted under the 2021 Plan on the as may be required and subject to such conditions and stock exchanges as per the provisions of applicable modifications as may be prescribed or imposed while laws and any listing-related requirements of the stock granting such approvals, permissions and sanctions exchanges concerned. which may be agreed to by the Board of Directors of the RESOLVED FURTHER THAT the formation of the Asian Company (hereinafter referred to as “the Board”) the Paints Employees Stock Ownership Trust with purposes, approval of the shareholders be and is hereby accorded inter alia, to administer the 2021 Plan be and is hereby to the Board to introduce, offer, issue and provide noted and approved, and trustees of the Asian Paints stock options under the Asian Paints Employee Stock Employees Stock Ownership Trust be and are hereby Option Plan 2021 (“2021 Plan”), the salient features authorized to take such steps as may be required in of which are furnished in the explanatory statement relation to the 2021 Plan or its implementation. to this notice and to grant such stock options, to such person(s) who are in the permanent employment of the RESOLVED FURTHER THAT for the purpose of Company, whether working in India or out of India, and bringing into effect and implementing the 2021 Plan to the Directors of the Company, except for persons and generally for giving effect to these resolutions, who, being permanent employees of the Company and/ the Board and/or the Administrator be and is hereby or directors of the Company, are otherwise not eligible authorized, on behalf of the Company, to do all such under applicable laws to be granted stock options acts, deeds, matters and things as it may in its absolute under the 2021 Plan (all such persons are hereinafter discretion deem fit, necessary or desirable for such collectively referred to as “Eligible Employees”); at such purpose and with power to settle any issues, questions, price or prices, in one or more tranches and on such difficulties or doubts that may arise in this regard. terms and conditions as may be fixed or determined by RESOLVED FURTHER THAT all references to Board the Board in accordance with the 2021 Plan. herein shall include the Nomination and Remuneration RESOLVED FURTHER THAT the maximum number of Committee and other committee(s) constituted/to stock options granted to Eligible Employees under the be constituted by the Board to exercise its powers 2021 Plan shall not exceed 25,00,000 equity shares (as including the powers conferred by this resolution.
96 Annual Report 2020-21 Statutory Reports
RESOLVED FURTHER THAT the Board and/or RESOLVED FURTHER THAT the maximum number Administrator be and is hereby authorized to delegate of stock options granted to Eligible Employees of all or any of the powers conferred herein, to any both the Company and its subsidiaries under the 2021 Committee of Directors, with power to further delegate Plan shall not cumulatively exceed 25,00,000 equity such powers to any employee(s)/officer(s) of the shares (as may be adjusted for any changes in capital Company to do all such acts, deeds, matters and things structure of the Company), issued by the Company as also to execute such documents, writings, etc., as may under primary market route and/or acquisition of be necessary in this regard. equity shares from the secondary market route, at a price decided by the Board and/or the Nomination RESOLVED FURTHER THAT the Board, Company and Remuneration Committee (the Nomination and Secretary and/or Administrator, be and are hereby Remuneration Committee hereinafter referred to as severally authorized to settle any question, difficulty or “the Administrator”, which to the extent of secondary doubt, that may arise in giving effect to this resolution acquisition of the Company’s equity shares by the Asian and to do all such acts, deeds and things as may be Paints Employees Stock Ownership Trust and related necessary, expedient and desirable for the purpose of administrative matters shall also include delegation giving effect to this resolution”. of administration to the Asian Paints Employees Stock 9. To consider the Asian Paints Employee Stock Option Ownership Trust) from time to time in accordance Plan 2021 (“2021 Plan”) and grant of stock options to with the 2021 Plan. the eligible employees of the Company’s subsidiaries RESOLVED FURTHER THAT in case of any corporate under the 2021 Plan and, if thought fit, to pass the action(s) such as rights issues, bonus issues, merger, following resolution as a Special Resolution: or restructuring, sale of division(s) of the Company or “RESOLVED THAT pursuant to the applicable other similar events, the Board and/or the Administrator provisions of the Companies Act, 2013, the Securities (as the case may be) be and is hereby authorized to do and Exchange Board of India (Share Based Employee all such acts, deeds, matters and things as it may deem Benefits) Regulations, 2014 (“SEBI Regulations”) fit in its absolute discretion and as permitted under (including any statutory modification(s) or applicable laws, so as to ensure that fair and equitable re-enactment(s) thereof for the time being in force), benefits under the 2021 Plan are passed on tothe and other rules, regulations, circulars and guidelines of Eligible Employees. any/various statutory/regulatory authority(ies) that are RESOLVED FURTHER THAT the Board be and is hereby or may become applicable and subject to any approvals, authorized to allot equity shares of the Company as may permissions and sanctions of any/various authority(ies) be required for the 2021 Plan to the extent a primary as may be required and subject to such conditions and issuance of equity shares is proposed thereunder. modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions RESOLVED FURTHER THAT the Board and/or the which may be agreed to by the Board of Directors of the Administrator (as the case may be) be and is hereby Company (hereinafter referred to as “the Board”) the authorized to take necessary steps for listing of the approval of the shareholders be and is hereby accorded equity shares allotted under the 2021 Plan on the to the Board to introduce, offer, issue and provide stock stock exchanges as per the provisions of applicable options under the Asian Paints Employee Stock Option laws and any listing-related requirements of the stock Plan 2021 (“2021 Plan”), the salient features of which exchanges concerned. are furnished in the explanatory statement to this RESOLVED FURTHER THAT, the formation of the notice and to grant such stock options, to such person(s) Asian Paints Employees Stock Ownership Trust with who are in the permanent employment of any of the purposes inter alia to administer the 2021 Plan be and Company’s subsidiaries, whether working in India or out is hereby noted and approved, and trustees of the Asian of India, and to the Directors of any of the Company's Paints Employees Stock Ownership Trust be and are subsidiaries, except for persons who, being permanent hereby authorized to take such steps as may be required employees of any subsidiary and/or directors of any in relation to the 2021 Plan or its implementation. subsidiary, are otherwise not eligible under applicable laws to be granted stock options under the 2021 Plan RESOLVED FURTHER THAT all references to Board (all such persons are hereinafter collectively referred to herein shall include the Nomination and Remuneration as “Eligible Employees”); at such price or prices, in one Committee and other committee(s) constituted/ to or more tranches and on such terms and conditions, as be constituted by the Board to exercise its powers may be fixed or determined by the Board in accordance including the powers conferred by this resolution. with the 2021 Plan. RESOLVED FURTHER THAT the Board and/or Administrator be and is hereby authorized to delegate
Notice 97 Asian Paints Limited
Notice (Contd.)
all or any of the powers conferred herein, to any for the purpose of implementation of the 2021 Plan Committee of Directors, with power to further delegate (whether from the secondary market or otherwise). such powers to any employee(s)/officer(s) of the RESOLVED FURTHER THAT in case of any corporate Company to do all such acts, deeds, matters and things action(s) such as rights issues, bonus issues, buyback as also to execute such documents, writings, etc., as may of shares, split or consolidation of shares, etc. of the be necessary in this regard. Company, the maximum number of equity shares of RESOLVED FURTHER THAT the Board, Company the Company that can be acquired from the secondary Secretary and/or Administrator, be and are hereby market by the Trust shall be appropriately adjusted. severally authorized to settle any question, difficulty or RESOLVED FURTHER THAT all references to Board doubt, that may arise in giving effect to this resolution herein shall include the Nomination and Remuneration and to do all such acts, deeds and things as may be Committee and other committee(s) constituted/ to necessary, expedient and desirable for the purpose of be constituted by the Board to exercise its powers giving effect to this resolution”. including the powers conferred by this resolution. 10. To consider the secondary acquisition of equity RESOLVED FURTHER THAT the Board and/or Company shares of the Company by the Asian Paints Employees Secretary and/or the Administrator (as defined under Stock Ownership Trust for the implementation the 2021 Plan), be and are hereby severally authorized of the Asian Paints Employee Stock Option Plan to settle any question, difficulty or doubt, that may 2021 (“2021 Plan”) and, if thought fit, to pass arise in giving effect to this resolution and to do all such the following resolution as a Special Resolution: acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to “RESOLVED THAT subject to the provisions of the this resolution”. Indian Trusts Act, 1882 and the Securities and Exchange Board of India (Share Based Employee Benefits) 11. To consider the grant of Equity Stock options to Regulations, 2014 and other applicable laws (if any), Mr. Amit Syngle, Managing Director and CEO, the approval of the shareholders of the Company be under the Asian Paints Employee Stock Option and is hereby accorded to Asian Paints Employees Stock Plan 2021 (“2021 Plan”) and, if thought fit, to pass Ownership Trust (“the Trust”) to acquire equity shares the following resolution as an Ordinary Resolution: of the Company by way of secondary acquisition for “RESOLVED THAT pursuant to the recommendations implementing the Asian Paints Employee Stock Option of the Nomination and Remuneration Committee and Plan 2021 (“2021 Plan”), with such acquisition (in one or the approval of the Board of Directors of the Company more tranches) not cumulatively exceeding 25,00,000 (hereinafter referred to as “the Board”) and pursuant equity shares (as may be adjusted for any changes in to the provisions of Sections 196, 197, 198, 203 and capital structure of the Company) of the Company other applicable provisions of the Companies Act, constituting 0.26% of the paid-up equity share capital 2013 (“the Act”) and the rules made thereunder, read of the Company as on 12th May, 2021 (or such lower with Schedule V to the Act (including any statutory percentage as may be permitted under applicable laws) modification(s) or re-enactments thereof) and pursuant at such price(s) and on such terms and conditions as to the Asian Paints Employee Stock Option Plan may be determined by the Board of Directors of the 2021 (“2021 Plan”) (upon approval of the 2021 Plan Company (hereinafter referred to as “the Board”) over by the shareholders of the Company), and in partial the term of the 2021 Plan. modification to the resolution passed by shareholders RESOLVED FURTHER THAT subject to the provisions of on 5th August, 2020 pursuant to the notice of AGM dated the Companies Act, 2013 (including rules thereunder), 23rd June, 2020 sent to the Company’s shareholders the Securities and Exchange Board of India (Share approving the appointment and remuneration of Based Employee Benefits) Regulations, 2014 and other Mr. Amit Syngle as the Managing Director & CEO of applicable laws, if any, approval of the shareholders of the the Company, consent of the shareholders be and Company be and is hereby accorded to make provision is hereby accorded to grant stock options under the of money by way of financial assistance (in such manner 2021 Plan, to Mr. Amit Syngle, Managing Director & CEO as it deems fit) and/or to provide guarantee or security of the Company. in connection with the financial assistance granted or to RESOLVED FURTHER THAT the total commission be granted to the Trust, in one or more tranches, not and the value of the stock options granted under the exceeding the statutory limits, for the acquisition of up 2021 Plan payable to the Managing Director & CEO in to 25,00,000 equity shares of the Company constituting a financial year shall not exceed 0.75% of net profit 0.26% of the paid-up equity share capital of the of the Company as calculated under Section 198 and Company as on 12th May, 2021 in one or more tranches other applicable provisions, if any, of the Act read with on such terms and conditions as may be decided by the the rules issued thereunder (including any statutory Board, for acquisition of equity shares of the Company modification(s) or re-enactment(s) thereof for the time
98 Annual Report 2020-21 Statutory Reports
being in force), for each financial year, out of which Administration) Rules, 2014 (including any statutory the value of stock options granted in a financial year modification(s) or re-enactment(s) thereof for the time under the 2021 Plan shall not exceed 35% of the total being in force) and in accordance with Article 144 of the remuneration payable, excluding the fixed component Articles of Association of the Company, for the period(s) to Mr. Amit Syngle. on or after 1st April, 2003, be shifted and maintained at M/s. TSR Darashaw Consultants Private Limited, C-101, RESOLVED FURTHER THAT the approval for grant 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli of stock options under the 2021 Plan as above shall (West), Mumbai - 400 083, or at such other place within continue till the expiry of the pool of stock options Mumbai, where the Registrar and Transfer Agent may available under the 2021 Plan, or until cessation of shift its office from time to time. Mr. Amit Syngle’s employment with the Company, whichever is earlier. RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary be and are hereby RESOLVED FURTHER THAT the vesting of the stock authorized to settle any question, difficulty or doubt, options granted under the 2021 Plan is subject to that may arise in giving effect to this resolution and to the meeting such criteria as may be laid out by the do all such acts, deeds and things as may be necessary, Administrator, as defined in the 2021 Plan (as laid out in proper or expedient for the purpose of giving effect to the explanatory statement to Item Nos. 8, 9 & 10). this resolution”. RESOLVED FURTHER THAT effective from the date of 13. To ratify the remuneration payable to M/s. RA & Co., approval by the shareholders of this resolution, the grant Cost Accountants (Firm Registration No. 000242), Cost of stock options under the 2021 Plan shall be deemed to Auditors of the Company for the financial year ending have been included to the terms and conditions of the 31st March, 2022 and, if thought fit, to pass the following appointment of Mr. Amit Syngle, Managing Director and resolution as an Ordinary Resolution: CEO as approved by the shareholders and the executive employment agreement shall be amended accordingly. “RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 RESOLVED FURTHER THAT the Board of the Company read with the Companies (Audit and Auditors) Rules, 2014 be and is hereby authorized to alter and vary the and Companies (Cost Records and Audit) Rules, 2014 terms and conditions of the appointment and/or (including any statutory modification(s) or re-enactment(s) remuneration, subject to the same not exceeding the thereof for the time being in force), the Company hereby limits specified under Section 197, read with Schedule ratifies the remuneration of ` 8 Lakhs (Rupees eight V of the Act (including any statutory modification(s) or lakhs only) plus taxes and reimbursement of out of re-enactment(s) thereof, for the time being in force). pocket expenses at actuals, if any, incurred in connection RESOLVED FURTHER THAT the Board and/or the with the audit to M/s. RA & Co., Cost Accountants (Firm Company Secretary, be and are hereby severally authorized Registration No. 000242) who were appointed by the to settle any question, difficulty or doubt, that may arise in Board of Directors as Cost Auditors of the Company, based giving effect to this resolution and to do all such acts, deeds on recommendations of Audit Committee, to conduct cost and things as may be necessary, expedient and desirable audits relating to cost records of the Company under the for the purpose of giving effect to this resolution”. Companies (Cost Records and Audit) Rules, 2015 (including any statutory modification(s) or re-enactment(s) thereof 12. To consider change of place of keeping and inspection for the time being in force) for the financial year ending of Register and Index of Members, returns, etc. and, 31st March, 2022. if thought fit, to pass the following resolution asa Special Resolution: RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary be and are hereby authorized “RESOLVED THAT pursuant to the provisions of to settle any question, difficulty or doubt, that may arise Sections 88, 94 and other applicable provisions, if any, in giving effect to this resolution and to do all such acts, of the Companies Act, 2013 (hereinafter referred to deeds and things as may be necessary, proper or expedient as “the Act”) read with the Companies (Management and Administration) Rules, 2014 (including any for the purpose of giving effect to this resolution”. statutory modification(s) or re-enactment(s) thereof By Order of the Board of Directors for the time being in force), consent of the Members of Asian Paints Limited of the Company be and is hereby accorded for the maintenance of the Registers and Index of Members R J Jeyamurugan of the Company under Section 150 of the Companies CFO & Company Secretary Act, 1956 or Section 88 of the Act, as applicable and 12th May, 2021 copies of the returns prepared under Section 159 of the Companies Act, 1956 or Section 92 of the Act, as Registered Office: applicable, read with the Companies (Management and 6A, Shantinagar, Santacruz (E), Mumbai - 400 055.
Notice 99 Asian Paints Limited
Notice (Contd.)
Notes: www.nseindia.com respectively, and on the website 1. An Explanatory Statement pursuant to Section 102 (1) of National Securities Depository Limited (NSDL) at of the Companies Act, 2013 (the “Act”), in respect of www.evoting.nsdl.com. businesses to be transacted at the Annual General 7. Process for registration of e-mail addresses for Meeting (“AGM”), as set out under Item No(s). 6 to 13 obtaining Notice of the AGM along with Annual Report above and the relevant details of the Directors as for FY 2020-21: mentioned under Item No(s). 3, 4, 6, 7 and 11 above as required by Regulation 36(3) of the Securities and If your e-mail address is not registered with the Exchange Board of India (Listing Obligations and Depositories (if shares held in electronic form)/ Company (if shares held in physical form), you may Disclosure Requirement) Regulations, 2015 (“Listing register on or before 5.00 p.m. (IST) on Sunday, Regulations”) and as required under Secretarial 20th June, 2021 to receive the Notice of the AGM Standards – 2 on General Meetings issued by the along with the Integrated Annual Report 2020-21 by Institute of Company Secretaries of India, is completing the process as under: annexed thereto. a. Visit the link https://tcpl.linkintime.co.in/EmailReg/ 2. The Board of Directors have considered and decided Email_Register.html. to include the Item No(s). 6 to 13 given above as Special Business in the forthcoming AGM, as they are b. Select the name of the Company ‘Asian Paints unavoidable in nature. Limited’ from dropdown. 3. Pursuant to the General Circular nos. 14/2020, 17/2020, c. Enter details in respective fields such as DP ID and 20/2020, 02/2021 issued by the Ministry of Corporate Client ID (if shares held in electronic form)/Folio no. Affairs (MCA) and Circular no. SEBI/HO/CFD/CMD1/ and Certificate no. (if shares held in physical form), CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 shareholder name, PAN, mobile no. and e-mail id. issued by the SEBI (hereinafter collectively referred d. System will send OTP on mobile no. and e-mail id. to as “the Circulars”), companies are allowed to hold AGM through Video Conference (VC) or Other Audio e. Enter OTP received on mobile no. and Visual Means (OAVM), without the physical presence e-mail id and submit. of members at a common venue. Hence, in compliance 8. Shareholders holding shares in physical mode can also with the Circulars, the AGM of the Company is being register/update their email address by sending a duly held through VC/OAVM. signed request letter including their name and folio 4. As the AGM shall be conducted through VC/OAVM, the number to M/s. TSR Darashaw Consultants Private facility for appointment of Proxy by the Members is not Limited (TSR), Company’s Registrar and Transfer Agent available for this AGM and hence the Proxy Form and at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Attendance Slip including Route Map are not annexed Vikhroli (West), Mumbai - 400 083. Shareholders holding to this Notice. shares in dematerialized form are requested to register/ 5. Authorized representatives of the corporate members update their email address with the relevant Depository intending to participate in the AGM pursuant to Participant(s). Section 113 of Act, are requested to send to the 9. Members seeking any information with regard to any Company, a certified copy (in PDF/JPG format) of matter to be placed at the AGM, are requested to write the relevant Board Resolution/Authority letter, etc. to the Company at [email protected]. authorizing them to attend the AGM, by e-mail to [email protected]. Procedure for joining the 75th AGM through VC/ OAVM Process for dispatch of Annual Report and 10. NSDL will be providing facility for voting through remote registration of email id for obtaining copy of e-Voting, for participation in the 75th AGM through VC/ Annual Report OAVM and e-Voting during the 75th AGM. 6. In compliance with the aforementioned Circulars, Notice of the AGM along with the Annual Report 11. Members may note that the VC/OAVM facility, allows 2020-21 is being sent only through electronic mode participation of at least 1,000 Members on a first-come- to those Members whose email addresses are first-served basis. registered with the Company/Depository Participant 12. Member will be provided with a facility to attend the (DP). Members may note that the Notice and Annual AGM through VC/OAVM through the NSDL e-Voting Report 2020-21 will also be available on the Company’s system. Members may access the same by following the website at www.asianpaints.com, websites of the steps mentioned at note no. 20 (d) "Step 1: Access to Stock Exchanges i.e. BSE Limited and National Stock NSDL e-Voting system". After successful login, you can Exchange of India Limited at www.bseindia.com and
100 Annual Report 2020-21 Statutory Reports
see link of “VC/OAVM link” placed under “Join General modification(s) and/or re-enactment(s) thereof for Meeting” menu against Company name. You are the time being in force), the Company is providing requested to click on VC/OAVM link placed under Join facility of remote e-Voting to its Members in General Meeting menu. The link for VC/OAVM will be respect of the business to be transacted at the available in Shareholder/Member login where the EVEN AGM. For this purpose, the Company has entered (116052) of Company will be displayed. into an agreement with NSDL for facilitating voting 13. Members who do not have the User ID and Password for through electronic means, as the authorized e-Voting or have forgotten the User ID and Password agency. The facility of casting votes by a member may retrieve the same by following the remote e-Voting using remote e-Voting system as well as e-Voting instructions mentioned below in the Notice. on the date of the AGM will be provided by NSDL. 14. Facility of joining the AGM through VC/OAVM shall c. The remote e-Voting period commences on open 30 minutes before the time scheduled for the Thursday, 24th June, 2021 at 9.00 a.m. and will end AGM and will be available for Members on first-come- on Monday, 28th June, 2021 at 5.00 p.m. During this first-served basis. period, Members holding shares either in physical 15. Members who need assistance before and during the form or in dematerialized form, as on Tuesday, AGM, can contact Mr. Amit Vishal, Senior Manager, 22nd June, 2021 i.e. cut-off date, may cast their vote NSDL or Mr. Sagar Ghosalkar, Assistant Manager, electronically. The e-Voting module shall be disabled NSDL at [email protected] or call on 1800-1020-990 by NSDL for voting thereafter. Members have the and 1800-224-430. option to cast their vote on any of the resolutions 16. Members attending the AGM through VC/OAVM shall using the remote e-Voting facility either during the be counted for the purpose of reckoning the quorum period commencing 24th June, 2021 to 28th June, under Section 103 of the Act. 2021 or e-Voting during the AGM. Members who have voted on some of the resolutions during the Procedure to raise questions/seek clarifications said voting period are also eligible to vote on the with respect to Annual Report at the ensuing 75th remaining resolutions during the AGM. AGM: 17. Members are encouraged to express their views/send d. The details of the process and manner for remote their queries in advance mentioning their name, demat e-Voting are explained herein below: account number/folio number, email id, mobile number Step 1: Access to NSDL e-Voting system at [email protected]. Questions/ queries received by the Company till 5.00 p.m. on Step 2: Cast your vote electronically and join virtual Sunday, 27th June, 2021, shall only be considered and meeting on NSDL e-Voting system. responded during the AGM. Details on Step 1 are mentioned below: 18. Members who would like to express their views or ask I. Login method for e-Voting and joining questions during the AGM may register themselves as a speaker, by following the steps mentioned at note virtual meeting for Individual shareholders no. 20 (d) "Step 1: Access to NSDL e-Voting system" holding securities in demat mode between 9.00 a.m. on Thursday, 24th June 2021 to Pursuant to SEBI circular no. SEBI/HO/CFD/ th 5.00 p.m. on Sunday, 27 June 2021. After successful CMD/CIR/P/2020/242 dated 9th December, login, Members will be able to register themselves as 2020 on “e-Voting facility provided by Listed a speaker shareholder by clicking on the link available Companies”, e-Voting process has been against the EVEN (116052) of Asian Paints Limited. enabled to all the individual demat account 19. The Company reserves the right to restrict the number holders, by way of single login credential, of questions and number of speakers, depending on the through their demat accounts/websites of availability of time for the AGM. Depositories/DPs in order to increase the efficiency of the voting process. Individual 20. Procedure for remote e-Voting and e-Voting during demat account holders would be able to cast the AGM their vote without having to register again with a. All the shareholders of the Company are the e-Voting service provider (ESP) thereby encouraged to attend and vote in the AGM to be not only facilitating seamless authentication held through VC/OAVM. but also ease and convenience of participating in e-Voting process. Shareholders are advised b. Pursuant to the provisions of Section 108 of the Act to update their mobile number and email Id read with Rule 20 of the Companies (Management in their demat accounts in order to access and Administration) Rules, 2014 and Regulation 44 e-Voting facility. of the Listing Regulation, (including any statutory
Notice 101 Asian Paints Limited
Notice (Contd.)
Type of shareholders Login Method Individual A. NSDL IDeAS facility Shareholders holding If you are already registered, follow the below steps: securities in demat 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices. mode with NSDL nsdl.com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. 3. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. 4. Click on “Access to e-Voting” appearing on the left hand side under e-Voting services and you will be able to see e-Voting page. 5. Click on options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting. If you are not registered, follow the below steps: 1. Option to register is available at https://eservices.nsdl.com. 2. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Please follow steps given in points 1-5 above. B. e-Voting website of NSDL 1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.
Individual 1. Existing users who have opted for Easi/Easiest, can login through their user id and password. Option will Shareholders holding be made available to reach e-Voting page without any further authentication. The URL for users to login securities in demat to Easi/Easiest is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New mode with CDSL System Myeasi. 2. After successful login of Easi/Easiest the user will also be able to see the e-Voting Menu. The Menu will have links of ESP i.e. NSDL portal. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the demat account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. Individual 1. You can also login using the login credentials of your demat account through your DP registered with Shareholders NSDL/CDSL for e-Voting facility. (holding securities 2. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected in demat mode) to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. logging through 3. Click on options available against company name or e-Voting service provider - NSDL and you will be their Depository redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or Participants joining virtual meeting and e-Voting during the meeting. Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot Password option available at respective websites.
102 Annual Report 2020-21 Statutory Reports
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details Securities held with NSDL Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800-1020-990 and 1800-224-430 Securities held with CDSL Please contact CDSL helpdesk by sending a request at helpdesk.evoting@ cdslindia.com or contact at (022) 2305 8738 or (022) 2305 8542/43
II. Login method for e-Voting and joining virtual meeting b) If you are using NSDL e-Voting system for for shareholders other than Individual shareholders the first time, you will need to retrieve the holding securities in demat mode and shareholders ‘initial password’ which was communicated holding securities in physical mode to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the How to Log-in to NSDL e-Voting website? ‘initial password’ and the system will force you 1. Visit the e-Voting website of NSDL. Open to change your password. web browser by typing the following URL: c) How to retrieve your ‘initial password’? https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. i. If your e-mail ID is registered in your demat account or with the Company, your 2. Once the home page of e-Voting system is launched, ‘initial password’ is communicated to you click on the icon “Login” which is available under on your e-mail ID. Trace the e-mail sent “Shareholders/Member” section. to you from NSDL in your mailbox from 3. A new screen will open. You will have to enter your [email protected]. Open the e-mail and User ID, your Password/OTP and a Verification Code open the attachment i.e. a .pdf file. Open as shown on the screen. the .pdf file. The password to open the .pdf file is your 8-digit Client ID for NSDL 4. Alternatively, if you are registered for account, last 8 digits of Beneficiary ID for NSDL eservices i.e. IDEAS, you can log-in at CDSL account or folio number for shares https://eservices.nsdl.com/ with your existing IDeAS held in physical form. The .pdf file contains login. Once you log-in to NSDL e-services after using your ‘User ID’ and your ‘initial password’. your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically. ii. In case you have not registered your e-mail address with the Company/Depository, 5. Your User ID details are given below: please follow instructions mentioned Manner of holding Your User ID is: below in this notice. shares i.e. Demat 7. If you are unable to retrieve or have not received the (NSDL or CDSL) or ‘initial password’ or have forgotten your password: Physical a) For Members who 8 Character DP ID followed by 8 Digit a) Click on “Forgot User Details/Password?” hold shares in Client ID. For example, if your DP ID is (If you are holding shares in your demat demat account with IN300*** and Client ID is 12****** then account with NSDL or CDSL) option available NSDL your User ID is IN300***12****** on www.evoting.nsdl.com. b) For Members 16 Digit Beneficiary ID. For example, if b) “Physical User Reset Password?” (If you are who hold shares your Beneficiary ID is 12************** holding shares in physical mode) option in demat account then your User ID is 12************** available on www.evoting.nsdl.com. with CDSL c) If you are still unable to get the password by c) For Members EVEN Number followed by Folio aforesaid two options, you can send a request holding shares in Number registered with the Company. at [email protected] mentioning your demat Physical Form For example, if EVEN is 116052 and account number/folio number, PAN, name and folio number is 001*** then User ID is registered address. 116052001*** d) Members can also use the one-time password 6. Your password details are given below: (OTP) based login for casting the votes on the a) If you are already registered for e-Voting, then e-Voting system of NSDL. you can use your existing password to login and cast your vote.
Notice 103 Asian Paints Limited
Notice (Contd.)
8. After entering your password, click on Agree to in demat mode, you are requested to refer to the login “Terms and Conditions” by selecting on the check box. method explained at point no. 20(d) “Login method for e-Voting and joining virtual meeting for Individual 9. Now, you will have to click on “Login” button. shareholders holding securities in demat mode”. 10. After you click on the “Login” button, Home page of General Guidelines for shareholders: e-Voting will open. 1. Institutional shareholders/Corporate Members (i.e. Details on Step 2 are mentioned below: other than individuals, HUF, NRI, etc.) are requested How to cast your vote electronically on NSDL to send a scanned copy (PDF/JPG Format) of the e-Voting system? relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized 1. After successful login at Step 1, you will be able to signatory(ies) who are authorized to vote, to the see all the companies “EVEN” in which you are holding Scrutinizer at asianpaints.scrutinizer@asianpaints. shares and whose voting cycle and General Meeting is in com with a copy marked to [email protected]. active status. 2. It is strongly recommended not to share your 2. Select “EVEN (116052)” of Company for which you wish password with any other person and take utmost to cast your vote during the remote e-Voting period and care to keep your password confidential. Login casting your vote during the General Meeting. For joining to the e-Voting website will be disabled upon virtual meeting, you need to click on “VC/OAVM” link five unsuccessful attempts to key in the correct placed under “Join General Meeting”. password. In such an event, you will need to go 3. Now you are ready for e-Voting as the Voting page opens. through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on 4. Cast your vote by selecting appropriate options i.e. www.evoting.nsdl.com to reset the password. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” 3. In case of any queries for e-Voting, you may refer the and also “Confirm” when prompted. Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available 5. Upon confirmation, the message “Vote cast successfully” at the download section of www.evoting.nsdl.com will be displayed and you will receive a confirmation or call on toll free no.: 1800-1020-990 and 1800- by way of a SMS on your registered mobile number from Depository. 224-430 or send a request at [email protected]. 6. You can also take the printout of the votes cast by you by e. Members who have cast their votes by remote clicking on the print option on the confirmation page. e-Voting prior to the AGM may also attend/ participate in the Meeting through VC/OAVM but 7. Once you confirm your vote on the resolution, you will they shall not be entitled to cast their vote again. not be allowed to modify your vote. f. Any person holding shares in physical form and Process for those shareholders whose email ids are not non-individual shareholders, who acquires shares registered with the Depositories/Company for procuring of the Company and becomes member of the user id and password for e-Voting for the resolutions set Company after the notice is send through e-mail out in this Notice: and holding shares as of the cut-off date i.e. Shareholder/members may send a request to Tuesday, 22nd June, 2021, may obtain the [email protected] for procuring user id and password for login ID and password by sending a request at e-Voting by providing below mentioned documents. [email protected] or to the Company at [email protected]. However, if 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the you are already registered with NSDL for remote share certificate (front and back), PAN (self attested e-Voting, then you can use your existing user ID scanned copy of PAN card), AADHAAR (self attested and password for casting your vote. If you forgot scanned copy of Aadhaar Card). your password, you can reset your password by using “Forgot User Details/Password” or “Physical 2. In case shares are held in demat mode, please provide DP User Reset Password” option available on ID-Client ID (16 digit DP ID + Client ID or 16 digit Beneficiary www.evoting.nsdl.com or call on toll free no. 1800- ID), Name, client master or copy of Consolidated Account 1020-990 and 1800-224-430. In case of Individual statement, PAN (self attested scanned copy of PAN card), Shareholders holding securities in demat mode AADHAAR (self attested scanned copy of Aadhaar Card). who acquires shares of the Company and becomes If you are an Individual shareholder holding securities a Member of the Company after sending of the
104 Annual Report 2020-21 Statutory Reports
Notice and holding shares as of the cut-off date approved by the members at the AGM, will be paid i.e. Tuesday, 22nd June, 2021 may follow steps on or after Friday, 2nd July, 2021, to those members mentioned in the Notice of the AGM under point whose names appear on the Register of Members as on 20 (d) “Access to NSDL e-Voting system. Friday, 11th June, 2021. g. Mr. Makarand Joshi, Partner, M/s. Makarand 23. Members holding shares in electronic form are hereby M. Joshi & Co., Practicing Company Secretaries informed that bank particulars registered with their (Membership No. 5533, COP: 3662), has been respective Depository Participants (DP), with whom appointed as the Scrutinizer for conducting voting they maintain their demat accounts, will be used by the process in a fair and transparent manner. Company for payment of dividend. h. The Chairman shall, at the AGM, at the end of 24. Members holding shares in physical/electronic form discussion on the resolutions on which voting are required to submit their bank account details, if not is to be held, allow voting with the assistance already registered, as mandated by SEBI. of scrutinizer, by use of electronic voting for all 25. Shareholders holding shares in dematerialized mode are those members who are present at the AGM but requested to register complete bank account details have not cast their votes by availing the remote with the Depository Participant(s) and shareholders e-Voting facility. holding shares in physical mode shall send a duly signed i. The results shall be declared not less than request letter to TSR mentioning the name, folio 48 (forty-eight) hours from conclusion of the AGM. no., bank details, self-attested PAN card and original The results along with the report of the Scrutinizer cancelled cheque leaf. In case of absence of name of shall be placed on the website of the Company the first shareholder on the original cancelled cheque or www.asianpaints.com and on the website of NSDL initials on the cheque, bank attested copy of first page www.evoting.nsdl.com immediately after the of the Bank Passbook/Statement of Account along with declaration of result by the Chairman or a person the original cancelled cheque shall be provided. authorized by him in writing. The results shall also 26. In case the Company is unable to pay the dividend be immediately forwarded to the BSE Limited and to any shareholder by the electronic mode, due to National Stock Exchange of India Limited. non-availability of the details of the bank account, the Company shall dispatch the dividend warrants to such 21. Documents open for inspection: shareholder by post. a. All the documents referred to in the accompanying 27. Members may note that as per the Income Tax Act, notice and the statement pursuant to Section 1961, as amended by the Finance Act, 2020, dividends 102(1) of the Act shall be available for paid or distributed by the Company after 1st April 2020, inspection through electronic mode. Members shall be taxable in the hands of the shareholders and the are requested to write to the Company on Company shall be required to deduct tax at source (TDS) [email protected] for inspection at the prescribed rates from the dividend to be paid to of said documents; and shareholders, subject to approval of shareholders in the b. The Register of Directors and Key Managerial ensuing AGM. The TDS rate would vary depending on the Personnel and their shareholding maintained residential status of the shareholder and the documents submitted by them and accepted by the Company. under Section 170 of the Act and the Register of Contracts or Arrangements in which Directors are a. All Shareholders are requested to ensure that interested maintained under Section 189 of the the below information & details are completed Act will be available for inspection by the members and/or updated, as applicable, in their respective during the AGM by following the steps mentioned demat account(s) maintained with the Depository at note no. 20 (d) "Step 1: Access to NSDL e-Voting Participant(s); or in case of shares held in physical system". After successful login members will be form, with TSR, on or before the Record Date i.e. able to view the documents for inspection by Friday, 11th June, 2021. clicking on the link available against the EVEN Please note that the following information & (116052) of the Company. details, if already registered with the TSR and Depositories, as the case may be, will be relied upon Dividend related information by the Company, for the purpose of complying with st 22. Final dividend for the financial year ended 31 March, the applicable TDS provisions: 2021, as recommended by the Board of Directors, if I. Valid Permanent Account Number (PAN)*.
Notice 105 Asian Paints Limited
Notice (Contd.)
II. Residential status as per the Income Tax Act 1961 the non-resident shareholder has the option i.e. Resident or Non-Resident for FY 2020-21. to be governed by the provisions of the Double Tax Avoidance Treaty between India and the country of III. Category of the Shareholder viz. Mutual Fund, tax residence of the shareholder, if they are more Insurance Company, Alternate Investment beneficial to them. Fund (AIF) Category I and II, AIF Category III, Government (Central/State Government), For this purpose, i.e. to avail Tax Treaty benefits, Foreign Portfolio Investor (FPI)/Foreign the non-resident shareholders will have to Institutional Investor (FII): Foreign Company, provide the following: FPI/FII: Others (being Individual, Firm, Trust, I. Self-attested copy of the PAN allotted by the Artificial Juridical Person, etc.), Individual, Indian Income Tax authorities Hindu Undivided Family (HUF), Firm, Limited Liability Partnership (LLP), Association of II. Self-attested copy of valid Tax Residency Persons (AOP), Body of Individuals (BOI) or Certificate obtained from the tax Artificial Juridical Person, Trust, Domestic authorities of the country of which the Company, Foreign Company, Overseas shareholder is a resident; Corporate Bodies, etc. III. Self-declaration in Form 10F; and IV. Email Address. IV. Self-declaration in the attached V. Residential Address. format certifying: *If the PAN is not as per the database of the • Shareholder is and will continue Income-tax Portal, it would be considered as to remain a tax resident of the invalid PAN. Further as per the Notification country of its residence during the of Central Board of Direct Taxes, individual Financial Year 2021-22; shareholders are requested to link their • Shareholder is eligible to claim the Aadhaar number with PAN. beneficial Double Taxation Avoidance b. For Resident Shareholders, TDS is required to be Agreement (DTAA) rate for the purposes deducted at the rate of 10% under Section 194 of of tax withholding on dividend declared the Income Tax Act, 1961 on the amount of dividend by the Company; declared and paid by the Company in the financial • Shareholder has no reason to believe year 2021-22 provided valid PAN is registered by that its claim for the benefits of the the Shareholder. If the valid PAN is not registered, DTAA is impaired in any manner; the TDS is required to be deducted at the rate of 20% Section 206AA of the Income Tax Act, 1961. • Shareholder is the ultimate beneficial owner of its shareholding in the However, in case the dividend is not exceeding Company and dividend receivable from ` 5,000 in a fiscal year to resident individual the Company; and shareholder then no tax will be deducted from the dividend. If any resident individual shareholder is • Shareholder does not have a taxable in receipt of Dividend exceeding ` 5,000 in a fiscal presence or a permanent establishment year, entire dividend will be subject to TDS @ 10%. in India during the Financial Year 2021-22. Even in the cases where the shareholder provides d. The draft of the aforementioned documents may valid Form 15G (for individuals, with no tax liability also be accessed from the Company’s website at on total income and income not exceeding https://www.asianpaints.com/more/investors/ maximum amount which is not chargeable to DividendInformation.html. tax) or Form 15H (for individual above the age of 60 years with no tax liability on total income), e. Submission of tax related documents: no TDS shall be deducted. Resident Shareholders c. For Non-resident shareholders [Including Foreign The aforesaid documents such as Form 15G/15H, Institutional Investors (FIIs)/Foreign Portfolio documents under Sections 196, 197A, etc. can Investors (FPIs)], the TDS is required to be be uploaded on the link https://tcpl.linkintime. deducted at the rate of 20% (plus applicable co.in/formsreg/submission-of-form-15g-15h.html surcharge and cess) under Section 195 or 196D on or before Friday, 18th June, 2021 to enable of the Income Tax Act, 1961, as the case may be. the Company to determine the appropriate TDS/ Further, as per Section 90 of the Income Tax Act,
106 Annual Report 2020-21 Statutory Reports
withholding tax rate applicable. Any communication b. During the financial year 2020-21, the Company on the tax determination/deduction received post has transferred to IEPF, the following unclaimed Friday, 18th June, 2021 shall not be considered. dividends and corresponding shares thereto: Shareholders can also send the scanned copies of Amount in No. of the documents mentioned above at the email id Particulars Dividend Shares mentioned below: (in `)
Email ID [email protected] Final Dividend 2012-13 98,59,582 93,200 Interim Dividend 2013-14 35,13,977 50,538 Non-Resident Shareholders Total 1,33,73,559 1,43,738 Shareholders are requested to send the scanned copies of the documents mentioned above at the c. The dividend amount and shares transferred to the email id mentioned below: IEPF can be claimed by the concerned members from the IEPF Authority after complying with Email ID [email protected] the procedure prescribed under the IEPF Rules. These documents should reach us on or before The details of the unclaimed dividends are also Friday, 18th June, 2021 in order to enable the available on the Company’s website at https:// Company to determine and deduct appropriate www.asianpaints.com/more/investors/unclaimed- TDS/withholding tax rate. No communication dividend.html and the said details have also been on the tax determination/deduction shall be uploaded on the website of the IEPF Authority entertained post Friday, 18th June, 2021. and the same can be accessed through the link www.iepf.gov.in. f. It may be further noted that in case the tax on dividend is deducted at a higher rate in absence of Others receipt of the aforementioned details/documents, 29. SEBI has mandated the submission of PAN by every there would still be an option available with the participant in the securities market. Accordingly, shareholder to file the return of income and claim members holding shares in electronic form are requested an appropriate refund, if eligible. No claim shall lie to submit their PAN to the Depository Participants with against the Company for such taxes deducted. whom they maintain their demat accounts. Members g. We shall arrange to email the soft copy of TDS holding shares in physical form should submit their certificate at your registered email ID in due course, PAN to the Company. Members may please note that post payment of the dividend. SEBI has also made it mandatory for submission of PAN in the following cases, viz. (i) Deletion of name of the h. Separate email communication was sent to the deceased shareholder(s) (ii) Transmission of shares to shareholders on Monday, 24th May, 2021, informing the legal heir(s) and (iii) Transposition of shares. the said change in Income Tax Act, 1961 and as well as relevant procedure to be adopted by the 30. As per Regulation 40 of the SEBI Listing Regulations, shareholders for availing the applicable tax rate. as amended, securities of listed companies can be transferred only in dematerialized form with effect 28. Transfer of Unclaimed Dividend Amounts to the Investor from, April 1, 2019, except in case of request received Education and Protection Fund (IEPF): for transmission or transposition and relodged a. Pursuant to the Act read with the Investor Education transfers of securities. Further, SEBI vide its circular th and Protection Fund Authority (Accounting, Audit, no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/166 dated 7 Transfer and Refund) Rules, 2016 (“IEPF Rules”), September, 2020 read with SEBI circular no. SEBI/HO/ nd dividends that are unpaid or unclaimed for a period MIRSD/RTAMB/CIR/P/2020/236 dated 2 December, st of 7 (seven) years from the date of their transfer 2020 had fixed 31 March, 2021 as the cut-off date for are required to be transferred by the Company to re-lodgement of transfer deeds and the shares that are the IEPF, administered by the Central Government. re-lodged for transfer shall be issued only in demat mode. Further, according to the said IEPF Rules, shares in In view of this and to eliminate all risks associated with respect of which dividend has not been claimed by physical shares and for ease of portfolio management, the shareholders for 7 (seven) consecutive years members holding shares in physical form are requested or more shall also be transferred to the demat to consider converting their holdings to dematerialized account of the IEPF Authority. form. Members can contact the Company or TSR for assistance in this regard.
Notice 107 Asian Paints Limited
Notice (Contd.)
31. Members holding shares in single name are advised The Board of Directors of the Company at their meeting held to avail the facility of nomination in respect of shares on 12th May, 2021, based on the (i) outcome of performance held by them pursuant to the provisions of Section 72 evaluation (ii) recommendations of the Nomination and of the Act. Members holding shares in physical form Remuneration Committee and (iii) experience and significant desiring to avail this facility may send their nomination contributions made by Mr. R Seshasayee, have approved his re- in the prescribed Form No. SH-13 duly filled in to TSR. appointment as an Independent Director for the second term of Members holding shares in electronic mode may contact 5 (five) consecutive years w.e.f. 23rd January, 2022 to their respective Depository Participants for availing this 22nd January, 2027, subject to approval of the shareholders. facility. The Form SH-13 is available on the website of In accordance with Regulation 17(1A) of the Securities and the Company at https://www.asianpaints.com/more/ Exchange Board of India (Listing Obligations and Disclosure investors/AnnualReportFY2021.html. Requirement) Regulations, 2015, consent of the shareholders EXPLANATORY STATEMENT by way of Special Resolution shall be required for continuation In terms of Regulation 36(5) of the Listing Regulations of directorship of Non-Executive Directors of the Company who have attained the age of 75 (seventy-five) years. Resolution No. 5 Mr. R. Seshasayee, Independent Director of the Company, At the 70th AGM of the Company held on 28th June, 2016, the would attain the prescribed age limit on 31st May, 2023, during shareholders had approved the appointment of M/s. Deloitte the midst of the proposed second term of re-appointment. Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as Statutory Auditors of the In the opinion of the Nomination and Remuneration Company, to hold office till the conclusion of the th75 AGM. Committee and the Board of Directors of the Company, considering the wealth of experience of Mr. R Seshasayee The Board of Directors at their meeting held on 12th May, 2021, and the immense value to the Board and the Company, the based on recommendations of the Audit Committee, have re- appointment of Mr. R Seshasayee for a second term approved the re-appointment of M/s. Deloitte Haskins & Sells of 5 (five) consecutive years from 23rd January, 2022 to LLP, Chartered Accountants, as the Statutory Auditors of the 22nd January, 2027 and continuation of his directorship beyond Company for a term of 5 (five) years i.e. from the conclusion of 75 (seventy-five) years of age would be in the interest of the this AGM till the conclusion of 80th AGM. The re-appointment Company and its shareholders. is subject to approval of the shareholders of the Company. Relevant details relating to re- appointment and In accordance with the provisions of Sections 139, 141 and continuation of Directorship of Mr. R Seshasayee, including other applicable provisions, if any, of the Companies Act, 2013 his profile, as required by the Act, Listing Regulations and (“the Act”) read with the Companies (Audit and Auditors) Rules, Secretarial Standards issued by ICSI are provided in the 2014 and the Securities and Exchange Board of India (Listing “Annexure” to the Notice. Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), M/s. Deloitte Haskins & Sells LLP, Mr. R. Seshasayee is not disqualified from being appointed as a Chartered Accountants, have provided their consent and Director in terms of Section 164 of the Act and has consented eligibility certificate to that effect that, their re-appointment, to act as an Independent Director of the Company. if made, would be in compliance with the applicable laws. The Company has also received declarations from The proposed remuneration to be paid to M/s. Deloitte Mr. R. Seshasayee that he meets the criteria of independence Haskins & Sells LLP, Chartered Accountants, for the financial as prescribed under Section 149 of the Act and the Listing year is ` 1.67 crores (Rupess one crore sixty seven lakhs). Regulations. In the opinion of the Board, Mr. R. Seshasayee fulfil the conditions for re-appointment as Independent The remuneration to be paid to Statutory Auditors during the Director as specified in the Act and Listing Regulations. second term shall be mutually agreed between the Board of Mr. R. Seshasayee is independent of the management. Directors and Statutory Auditors, from time to time. The Company has received a notice in writing from a member EXPLANATORY STATEMENT under Section 160 of the Act proposing the candidature of In terms of Section 102 of the Companies Act, 2013 Mr. R. Seshasayee for the office of Director of the Company. Resolutions No. 6 and 7 Other than Mr. R. Seshasayee and his relatives, none of the At the 71st AGM of the Company held on 27th June, 2017, Directors, Key Managerial Personnel and their relatives are the shareholders had approved the appointment of in any way, concerned or interested, financially or otherwise, Mr. R Seshasayee (DIN: 00047985) as an Independent Director in these resolutions, except to the extent of their respective to hold office for a period of 5 (five) consecutive years up to shareholding, if any, in the Company. This statement may 22nd January, 2022. also be regarded as an appropriate disclosure under the Listing Regulations.
108 Annual Report 2020-21 Statutory Reports
The Board recommends the Special Resolutions set out at the 2021 Plan) of the Company and its subsidiaries based on Item Nos. 6 to 7 of the Notice for approval by the members. satisfaction of the performance of the Eligible Employees and vesting conditions under the 2021 Plan. Resolutions No. 8, 9 and 10 Pursuant to Regulation 6 and Regulation 14 of the Securities The Board of Directors of the Company (“Board”) at their and Exchange Board of India (Share Based Employee Benefits) meetings held on 30th March, 2021 and 12th May, 2021, based on Regulations, 2014 (“SEBI Regulations”), read with the the recommendations of the Nomination and Remuneration Committee (”the Committee”) inter alia, formulated and requirements enumerated by the Securities and Exchange approved the Asian Paints Employee Stock Option Plan 2021 Board of India (“SEBI”) through the Circular No. CIR/CFD/ th (“2021 Plan”) and the detailed terms and conditions of 2021 POLICY/CELL/2/2015 dated 16 June, 2015, as well as the Plan, subject to the approval of the shareholders at the ensuing requirements prescribed by Section 67(3)(b) of the Companies AGM. The approval of the shareholders is being sought for Act, 2013 (“the Act”) read with Rule 16(2) of the Companies issue of stock options to the Eligible Employees (as defined in (Share Capital and Debentures) Rules, 2014, the key details of the 2021 Plan are set out below:
Sr. Particulars Asian Paints Employee Stock Option Plan 2021 No. 1. Brief description of The purpose of the 2021 Plan is to: the 2021 Plan • incentivise, retain and attract key talent through a performance-based stock option grant program; • enhance shareholder value; • create a sense of ownership among the employees; and • provide a tool for wealth creation (subject to performance of the Company, and its share price) to align their medium and long-term compensation with the Company’s performance The 2021 Plan provides for grant of stock options to Eligible Employees (as defined under 2021 Plan), and subject to applicable laws and conditions of the 2021 Plan, the Eligible Employees who have been granted stock options (i.e. “Participants”) shall be entitled to receive equity shares of the Company (“Shares”) on exercise of the stock options, subject to fulfilment of vesting conditions. The 2021 Plan replaces the existing Deferred Incentive Scheme (which provides for deferred cash pay-outs based on performance of the employees and satisfaction of vesting conditions). Eligible Employees shall have a choice for their entitlement under the Deferred Incentive Scheme for financial year 2020-21 to be in the form of stock option under the 2021 Plan. 2. Validity Period of the The term of the 2021 Plan shall be 15 years from the date of approval of shareholders and grant of stock 2021 Plan options can be made for a period of 10 years from the date of approval of the shareholders of the Company.
3. Role of Administrator The 2021 Plan shall be administered by the Administrator which shall mean the Committee and to the extent of secondary acquisition and related administrative matters shall also include delegation of administration to the Asian Paints Employees Stock Ownership Trust (“ESOP Trust” or “Trust”) from time to time, whose decisions, determinations, and interpretations will be final and binding on all Eligible Employees under the 2021 Plan. The SEBI Regulations require secondary acquisition of the Shares to be implemented through a Trust (and consequently the Trust’s role in implementation of the 2021 Plan). However, the Committee has specific responsibilities under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in addition to being the Compensation Committee under the SEBI Regulations.
4. The total number of i) A maximum of 25,00,000 stock options (equivalent to 0.26% Shares) as on 12th May, 2021, would be stock options to be available for grant to the Eligible Employees under the 2021 Plan, through the primary market route and/ granted or secondary market route; ii) The stock options will be granted over 10 (ten) years period of the 2021 Plan with vesting over period of 15 (fifteen) years from the date of approval of the shareholders of the Company; iii) The stock options, which will lapse, expire, or be forfeited, will be available for further grant to the Eligible Employees; and iv) Number of stock options shall be adjusted due to any corporate action(s) such as rights issue, bonus issue, buyback of shares, split or consolidation of shares etc. of the Company.
Notice 109 Asian Paints Limited
Notice (Contd.)
Sr. Particulars Asian Paints Employee Stock Option Plan 2021 No.
5. Identification ‘Employees’, as defined under the SEBI Regulations, of the Company and its subsidiaries, whether working of classes of in India or abroad, will be entitled to participate in the 2021 Plan, subject to the fulfillment of such eligibility employees entitled criteria as may be specified in the SEBI Regulations and/or as may be determined by the Administrator (as to participate and be defined under the 2021 Plan) from time to time. beneficiaries in the It is clarified that persons who may be ‘Employees’ under the SEBI Regulations, of the Company or its subsidiaries 2021 Plan but are not eligible under applicable laws to be granted stock options under the 2021 Plan, shall not be eligible to participate under the 2021 Plan. At the outset, the following classes of Eligible Employees have been identified for grant of stock options: i) Employees in the cadre M4 (Chief Manager) and above including seconded employees of the Company; ii) Managing Director & CEO; and iii) Eligible Directors and employees of subsidiaries (equivalent to the cadres i) and ii) above) of the Company across geographies. The above is the initial identification, and does not detract from the provisions of the 2021 Plan on the Eligible Employees who can be granted stock options under the 2021 Plan. The Administrator shall, in consultation with the MD & CEO, determine the Eligible Employees entitled to be beneficiaries of the 2021 Plan, from time to time.
6. Requirements of i) The vesting period shall be decided by the Committee from time to time in accordance with the 2021 Vesting and period of Plan, however, the minimum vesting period shall not be less than 12 months from the date of grant of the Vesting stock options (or such other period as required under the SEBI Regulations as in effect from time to time) and the maximum vesting period shall not be more than 48 months from the date of grant of the stock options. Vesting may happen in one or more tranches; ii) There would be immediate vesting of all unvested stock options in case of retirement of the Participants. iii) There would be immediate vesting of all unvested stock options in case of death or permanent incapacity of the Participants; iv) In the event of termination of employment, or resignation of the Participant, stock options granted under the relevant award agreement which are not vested on the Participant on the date of termination of employment/resignation (as the case may be) will automatically lapse; and v) In the event the employment of the Participant is terminated for misconduct, the stock options will lapse if the employment is terminated prior to vesting. Where the stock options are vested on the Participant, the unexercised stock options shall be forfeited if the Participant’s employment is terminated for misconduct.
7. Maximum period The maximum vesting period shall not be more than 48 months from the date of grant of the stock options. within which the stock options shall vest 8. Exercise price or The exercise price for any stock options granted to Eligible Employee shall be at a discount of 50% to the pricing formula “Reference Share Price” of the shares of the Company (rounded off to the next whole number, if not a whole number); “Reference Share Price” means the average of the daily high and low of the volume weighted average prices of the Shares quoted on a recognised stock exchange during the 22 trading days preceding the day on which the grant is made. 9. Exercise period and The exercise period for Participants (or for legal heirs/nominees of deceased participants) shall be up to process of exercise 730 calendar days, as may be determined by the Administrator and mentioned in the respective eligible employees award agreement. In case of termination of employment (other than for misconduct) or resignation of the Participant, the vested stock options shall be exercised within a period of 30 calendar days from the date of termination of employment/resignation - unless this period is extended by the Administrator.
10. The appraisal process The appraisal process for determining the eligibility of employees for the grant of stock options under the for determining 2021 Plan shall be determined by the Nomination and Remuneration Committee in consultation with Managing the eligibility of Director & CEO and based on their level, performance rating and such other criteria as may be considered employees for the appropriate. scheme(s)
110 Annual Report 2020-21 Statutory Reports
Sr. Particulars Asian Paints Employee Stock Option Plan 2021 No.
11. Maximum number i) The maximum number of Shares subject to stock options granted shall not exceed 5,00,000 Shares of the of stock options Company per Eligible Employee during the tenure of the 2021 Plan; to be granted per ii) The maximum aggregate number of Shares that may be awarded under the 2021 Plan is 25,00,000 Shares, employee, and in which is 0.26% of the paid-up equity shares capital of the Company as on 12th May, 2021, issued by the aggregate; and Company under primary market route and/or acquisition of shares under the secondary market route; Maximum quantum of benefits to iii) The options, which will lapse, expire, or be forfeited, will be available for further grant to the Eligible be provided per Employees; and employee under the iv) Number of stock options shall be adjusted due to any corporate action(s) such as rights issue, bonus issue, 2021 Plan buyback of shares, split or consolidation of shares, etc. of the Company.
12. Whether the The Nomination and Remuneration Committee shall administer the 2021 Plan, which to the extent of secondary 2021 Plan is to be acquisition of Shares and related administrative matters shall also include delegation of administration to the implemented and ESOP Trust. administered directly by the Company or through a trust
13. Whether the 2021 i) The 2021 Plan envisages a combination of fresh issue of Shares and secondary (market) purchase of Plan involves new Shares of the Company (through the ESOP Trust to the extent of the secondary market purchase) subject issue of Shares by to the regulatory approvals. The Administrator (being the Nomination and Remuneration Committee) the Company or has the sole discretion to determine the break-up between primary issuance and secondary acquisition – secondary acquisition to the extent that there may be only primary issuance (and no secondary acquisition) or only secondary by the ESOP Trust or acquisition (and no primary issuance) during the tenure of the 2021 Plan; both ii) The ESOP Trust may acquire up to 25,00,000 Shares (being 0.26% of the paid-up share capital of the Company) as on 12th May, 2021, being the maximum number of shares covered in the 2021 Plan, as may be adjusted for any changes in capital structure of the Company from the secondary market, subject to applicable laws (including the restrictions on secondary acquisition under the SEBI Regulations); iii) This is a maximum upfront cap and is not indicative of the number of Shares of the Company that may actually be acquired by the ESOP Trust. iv) It has been decided that no equity shares shall be issued by the Company (i.e. under the primary route) for stock options granted during financial year 2021-22 under the 2021 Plan. Accordingly, for stock options to be granted during the financial year 2021-22 (including those which maybe granted in relation to pay-outs under the Deferred Incentive Scheme for financial year 2020-21), the Trust shall acquire equity shares of the Company from the market under the secondary acquisition route. The Trust may acquire such number of additional equity shares as maybe deemed necessary by the Administrator. For the balance term of the 2021 Plan, the Administrator would appropriately consider and decide on issuance of shares through the primary market route and/or acquisition of shares from the secondary market route; and
14. The amount of loan The maximum amount of financial assistance is expected to be upto` 400 crores (Rupees four hundred crores) to be provided for over the term of the 2021 Plan. implementation The Company shall (from time to time) make provision for money by way of grant of financial assistance and/ of the scheme(s) or provide guarantee or security in connection with the financial assistance granted or to be granted to the by the Company to ESOP Trust, to fund the ESOP Trust which shall be utilized for the purpose of purchase of Shares from the the ESOP Trust, its secondary market on the platform of a recognized stock exchange for the 2021 Plan. Such amount provisioned tenure, utilization, to the ESOP Trust shall not exceed the statutory limits. The exercise price of vested stock options shall be used repayment terms, etc. to repay the financial assistance provided by the Company to the Trust. Additionally, any dividends received on Shares purchased pursuant to the 2021 Plan shall be used in such manner as the Administrator may deem fit, including (i) for secondary acquisition of Shares and/or (ii) repayment of the financial assistance (if any) made by the Company to the ESOP Trust and/or (iii) other administrative expenses to be incurred by the Trust. The tenure and other relevant terms of the loan (if any) made by the Company to the ESOP Trust shall be as may be mutually agreed at the time of grant of the loan. As the Company may provide money to the Trust for purchase of its own Shares for the purpose of implementing the 2021 Plan, the details required in the explanatory statement for the provision of such money, under Section 67 of the Act read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 are as follows:
a) The class of employees for whose benefit the As mentioned in paragraph 5 above. 2021 Plan is being implemented and money is being provided for purchase of or subscription to Shares:
Notice 111 Asian Paints Limited
Notice (Contd.)
Sr. Particulars Asian Paints Employee Stock Option Plan 2021 No.
b) The particulars of the trustee in whose favour Same as paragraph 14(c) below. such Shares are to be registered: c) The particulars of trust and name, address, Name of trust: Asian Paints Employees Stock occupation and nationality of trustees and their Ownership Trust relationship with the promoters/promoters Address of the trust: 208, Ceejay House, group, directors or key managerial personnel: Shivsagar Estate, Dr Annie Besant Road, Worli, Mumbai - 400 018 Particulars of the trustees are given below: 1. Barclays Wealth Trustees (India) Private Limited, a Company incorporated under the Companies Act, 1956, and having its registered office at 208, Ceejay House, Shivsagar Estate, Dr A Beasant Road, Worli, Mumbai - 400 018, Maharashtra (Designated Trustee); and 2. Mr. Aashish Kshetry, Vice President - Human Resource & IT and Mr. Parag Rane, General Manager – Finance, Asian Paints Limited having its registered office at 6A, Shantinagar, Santacruz (East), Mumbai - 400 055 (Other Trustees). None among the Trustees are related and/or connected to any of the Promoter(s), Director(s) of Key Managerial Personnel of the Company. d) Any interest of key managerial personnel, Directors and Key Managerial Personnel may be directors or promoters in the 2021 Plan or trust deemed to be interested to the extent of the stock and effect thereof: options as maybe granted to them under the 2021 Plan, and to the extent of their shareholding as shareholders of the Company. e) The detailed particulars of benefits which The employee can receive Shares upon the exercise will accrue to the employees from the of the stock options granted to them as per the implementation of the 2021 Plan: relevant award agreement. f) Details about who would exercise the voting The SEBI Regulations provide that the trustee of a rights and how in respect of the Shares to be trust governed under the SEBI Regulations, shall not purchased or subscribed under the 2021 Plan vote in respect of the Shares held by the trust, so as would be exercised: to avoid any misuse arising out of exercising such voting rights.
15. Maximum percentage Maximum percentage of secondary acquisition (subject to limits specified under the SEBI Regulations) that can of secondary be made by the ESOP Trust for the purposes of the 2021 Plan is 0.26% of the paid-up capital of the Company acquisition (subject to as on 12th May, 2021. limits specified under the SEBI Regulations) that can be made by the ESOP Trust for the purposes of the 2021 Plan 16. A statement to The Company will follow accounting policies and related disclosure requirements set out in applicable laws the effect that (including those set out in Regulation 15 of the SEBI Regulations or in any other accounting standard(s) or the Company guidance note(s) that may be issued by the Institute of Chartered Accountants of India from time to time) in shall conform to relation to accounting for matters relating to the stock options. the accounting policies specified in Regulation 15 of the SEBI Regulations 17. The method which To calculate the employee compensation cost, the Company shall use the Fair Value Method for the valuation the Company shall of its stock options granted. use to value its options
112 Annual Report 2020-21 Statutory Reports
As the 2021 Plan provides for issue of Shares to be offered to the form of stock options which shall vest and be capable of persons other than the existing shareholders of the Company, exercise into equity shares of the Company in accordance with consent of the shareholders is being sought pursuant to the performance and vesting related conditions as specified Section 62 and all other applicable provisions, if any, of the in the 2021 Plan from the financial year 2020-21 onwards. Act and as per Regulation 6 of the SEBI Regulations. The total commission and the value of the stock options Pursuant to the provisions of the SEBI Regulations, a separate granted under the 2021 Plan payable to the Managing resolution is required to be passed if the grant of stock Director & CEO in a financial year shall not exceed 0.75% options, to the employees of subsidiaries, and a separate of net profit of the Company as calculated under Section resolution is required in the event of secondary acquisition 198 and other applicable provisions, if any, of the Act read for implementation of a scheme. Accordingly, the resolutions with the rules issued thereunder (including any statutory set as Resolution Nos. 8, 9 & 10 are being placed for the modification(s) or re-enactment(s) thereof for the time being approval of shareholders. in force), for each financial year, out of which the value of stock options granted under the 2021 Plan shall not exceed None of the members of the Promoter(s) and Promoter(s) 35% of the total remuneration payable in each financial year, Group and/or their relatives are in any way concerned or excluding the fixed component. interested in these resolutions financially or otherwise, except to the extent of their shareholding as shareholders. The said variation is approved by the Nomination and The Directors, Key Managerial Personnel or their relatives Remuneration Committee and the Board of Directors of the may be deemed to be concerned or interested in these Company in accordance with the applicable provisions of the resolutions to the extent of stock options that may be Act (and other applicable laws) and in accordance with the granted to them and to the extent of their shareholding as Original Resolution, and as such approval of shareholders is shareholders, if any. not required for the resolution referred in Item No. 11 above, however, the same is now being sought as a measure of good The Board of Directors of the Company recommends the corporate governance. passing of the proposed resolutions stated in Resolution Nos. 8, 9 & 10 as Special Resolution(s): The resolution seeks the approval of the shareholders in terms of Sections 196, 197, 198, 203 read with Schedule a. Item No. 8 - Grant of stock options to the eligible V and other applicable provisions of the Act and the rules employees of the Company under the 2021 Plan; framed thereunder (including any statutory modifications b. Item No. 9 - Grant of stock options to the eligible or re-enactment(s) thereof, for the time being in force) for employees of the Company’s subsidiaries under the the change in remuneration of Mr. Amit Syngle, MD & CEO. 2021 Plan; and Relevant details relating to variation in terms of remuneration of Mr. Amit Syngle, including his profile, as required by the c. Item No. 10 - Secondary acquisition of equity shares Act, Listing Regulations and Secretarial Standards issued by of the Company by the Asian Paints Employees Stock ICSI are provided in the “Annexure” to the Notice. Ownership Trust for implementation of the 2021 Plan. Except Mr. Amit Syngle and his relatives, none of the other Resolution No. 11 Directors, Key Managerial Personnel or their relatives are in Approval of grant of stock options to Mr. Amit Syngle, any way concerned or interested, financially or otherwise, in Managing Director & CEO (‘MD & CEO’), under the Asian the resolution. Paints Employee Stock Option Plan 2021 (“2021 Plan”). The Board of Directors of the Company recommends the The 2021 Plan covers MD & CEO of the Company. Accordingly, passing of the proposed resolution stated in Item No. 11 as Mr. Amit Syngle, MD & CEO of the Company, is also eligible to an Ordinary Resolution. participate in the 2021 Plan. Resolution No. 12 The remuneration of Mr. Amit Syngle as the MD & CEO The Company had appointed M/s. TSR Darashaw Limited was approved by the shareholders of the Company at the (“TSRDL”) as its Registrar and Transfer Agent (“RTA”) with 74th Annual General Meeting held on 5th August, 2020 effect from 1st April, 2016. The Shareholders of the Company (“the Original Resolution”). through Postal Ballot on 24th May, 2016, had, inter alia, The Board of Directors of the Company, based on the approved the maintenance of the statutory records of recommendations of the Nomination & Remuneration the Company for the period(s) on or after 1st April, 2003, Committee, propose to grant Mr. Amit Syngle, MD & CEO, required to be maintained under Sections 88 & 92 of the Act stock options to incentivize him, further increase shareholder & its corresponding provisions under the Companies Act, value and in recognition of his efforts as the MD & CEO. From 1956 (“erstwhile Act”), as may be applicable, at the office of the 2021 Plan (subject to the same being approved by the TSRDL located in Mahalaxmi, Mumbai or at such other place shareholders), it is proposed to grant equity stock options in
Notice 113 Asian Paints Limited
Notice (Contd.)
where the Registrar and Transfer Agent may shift its office None of the Directors, Key Managerial Personnel or their from time to time. relatives are in any way, concerned or interested, financially or otherwise, in the resolution, except to the extent of their The Registry business of TSRDL was demerged into a new respective shareholding, if any, in the Company. entity M/s. TSR Darashaw Consultants Private Limited (TSR) with effect from th 28 May, 2019, however the operational The Board of Directors of the Company recommends the and registered office of TSR remained same. TSR has shifted passing of the proposed resolution stated in Item No. 12 as a its Registered and Operating Office situated at Mahalaxmi, Special Resolution. Mumbai, to another location situated in Vikhroli, Mumbai with effect from 1st March, 2021, pursuant to acquisition of Resolution No. 13 a 100% stake in TSR by M/s. Link Intime India Private Limited. The Board of Directors at its meeting held on 12th May, 2021, based on the recommendations of the Audit Committee, had In accordance with Section 94 and other applicable approved the appointment and remuneration of M/s. RA & provisions of the Act read with the Companies (Management Co., Cost Accountants (Firm Registration No. 000242), as the and Administration) Rules, 2014, the Register and Index Cost Auditor for audit of the cost accounting records of the of Members under Section 88 of the Act and copies of Company for the financial year ending 31st March, 2022, at a Annual Returns under Section 92 of the Act are required remuneration not exceeding ` 8 Lakhs (Rupees eight lakhs to be kept and maintained at the Registered Office of the only) excluding taxes and reimbursement of out of pocket Company, unless a Special Resolution is passed in a general expenses at actuals, if any, in connection with the audit. meeting authorizing keeping of the register at any other place within the city, town or village in which the Registered M/s. RA & Co., Cost Accountants have confirmed that they Office is situated. hold a valid certificate of practice under Sub-section (1) of Section 6 of the Cost and Works Accountants Act, 1959. The Company proposes to shift its Register and Index of Members and copies of the Annual Returns pertaining to the In accordance with the provisions of Section 148(3) of the Act period(s) on or after 1st April, 2003 to the office of TSR, C-101, read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), any statutory modification(s) and/or re-enactment(s) for Mumbai - 400 083. the time being in force), the remuneration payable to Cost Accordingly, the Company would maintain the Registers Auditor has to be ratified by the members of the Company. and Index of Members and copies of Annual Returns in the Accordingly, ratification by the members is sought to the following manner: remuneration payable to the Cost Auditor for conducting the audit of the cost records of the Company for the financial Sr. Details of records Place of maintenance st No. year ending 31 March, 2022.
1. Register and Index of Members Registered Office of None of the Directors, Key Managerial Personnel or their under Section 150 of the Companies the Company: relatives are in any way, concerned or interested, financially Act, 1956 or Section 88 of the 6A, Shantinagar, or otherwise, in the resolution, except to the extent of their Companies Act, 2013 (as applicable) Santacruz (East), respective shareholding, if any, in the Company. and copies of Annual Returns under Mumbai- 400 055 The Board recommends the Resolution as set out at Section 159 of the Companies Item No. 13 of the Notice for approval by the members. Act, 1956 or Section 92 of the Companies Act, 2013 (as applicable) pertaininig to the period(s) upto 31st March, 2003 By Order of the Board of Directors of Asian Paints Limited 2. Register and Index of Members Registered Office of under Section 150 of the Companies TSR: R J Jeyamurugan Act, 1956 or Section 88 of the M/s. TSR Darashaw CFO & Company Secretary Companies Act, 2013 (as applicable) Consultants Private th and copies of Annual Returns under Limited 12 May, 2021 st Section 159 of the Companies C-101, 1 Floor, 247 Registered Office: Act, 1956 or Section 92 of the Park, Lal Bahadur 6A, Shantinagar, Santacruz (E), Mumbai - 400 055. Companies Act, 2013 (as applicable) Shastri Marg, Vikhroli pertaining to the period(s) on or West, Mumbai - 400 after 1st April, 2003 083.
114 Annual Report 2020-21 Statutory Reports
Annexure
Mr. Abhay Vakil Mr. Jigish Choksi Name of Director(s) (DIN: 00009151) (DIN: 08093304)
Age (Years) 71 40 Experience and Mr. Abhay Vakil holds a Bachelors’ Degree in Science Mr. Jigish Choksi began his career with Asian Paints Qualifications from the University of Mumbai and B.S. from Syracuse Limited (APL) in the year 2010 in the Sales and University, USA. Marketing function. During his 5 year long stint with APL, he has worked as an Area Manager-Project He has been associated with the Company since the Sales for 3 years and thereafter, he was a part of the year 1974. Prior to becoming the Managing Director Marketing team wherein he was in charge of several in the year 1998, he was holding the post of Whole- products that were launched under the Water Proofing time Director of the Company. Mr. Abhay Vakil was range. overseeing the decorative business and was incharge of the supply chain/sales and marketing activities of Mr. Choksi is the Managing Director of M/s. Elf Trading the decorative business of the Company. His role also & Chemicals Manufacturing Limited – an agro-chemical included containment of costs, maintenance of quality company. His key goal is to look at diversification and ensuring achievement of the targeted sales and of trading portfolio to include more value-added profits. He ceased to be a Joint Managing Director products. of the Company in the year 2009 and is now a Non- Mr. Choksi is also extensively involved in his family Executive Director on the Board of Directors of the businesses. He works with M/s. Navbharat Packaging Company. Industries Limited, a corrugated box manufacturer that operates with a single manufacturing capacity located at Ankleshwar, wherein he is actively involved in market and customer acquisition initiatives as well as in diversification of the product portfolio. He also looks after his “Family Office” practice which invests in public equity and debt instruments as well as in startups. Expertise in specific Vast experience in all functions of the Company Family and General Business Management and Sales & Functional Areas including Paint Industry, Sales & Marketing, Supply Marketing. Chain Management and General Management. Date of first appointment on 22nd July, 2014 1st April, 2019 the Board Shareholding 2,32,88,200 equity shares of face value of ` 1 each 19,95,180 equity shares of face in the Company (2.43%) value of ` 1 each (0.20%) as on 31st March, 2021 Terms and conditions of Non-Executive Director, liable to retire by rotation Non-Executive Director, liable to retire by rotation re-appointment Details of remuneration last ` 48,30,000 ` 38,40,000 drawn (FY 2020-21) Details of proposed Sitting fees and Commission as may be approved by Sitting fees and Commission as may be approved by remuneration the Board of Directors in accordance with applicable the Board of Directors in accordance with applicable provisions of law. provisions of law.
Notice 115 Asian Paints Limited
Notice (Contd.)
Mr. Abhay Vakil Mr. Jigish Choksi Name of Director(s) (DIN: 00009151) (DIN: 08093304)
Inter-se relationships between • Directors Uncle of Ms. Amrita Vakil Cousin of Mr. Manish Choksi • Key Managerial Personnel NA NA Number of meetings of the 7 of 7 7 of 7 Board attended during the financial year 2020-21 Chairperson/Membership of Chairman, Shareholders Committee Member, Stakeholders Relationship Committee the Statutory Committee(s) Member, Audit Committee of Board of Directors of the Member, Investment Committee Company as on date Other companies in which Resins and Plastics Limited ELF Trading and Chemical Manufacturing Limited he/she is a Director Vikatmev Containers Limited excluding Directorship Stack Pack Limited in Private and Section 8 companies as on 31st March, 2021 Chairperson/Membership of Resins and Plastics Limited Nil the Statutory Committee(s) Chairman, Stakeholders Relationship Committee of Board of Directors of Chairman, Share Transfer Committee other companies in which he/ she is a Director excluding Private and Section 8 companies as on 31st March, 2021
116 Annual Report 2020-21 Statutory Reports
Annexure
Mr. R. Seshasayee Mr. Amit Syngle Name of Director(s) (DIN: 00047985) (DIN: 07232566)
Age (Years) 73 55 Experience and Mr. R. Seshasayee a Chartered Mr. Amit Syngle holds a BE – Mechanical degree from Panjab Qualifications Accountant, was Managing Director of Engineering College and has done MBA from CBM Panjab Ashok Leyland Limited from 1998 to University. He has been working with Asian Paints for the last 2011, Executive Vice Chairman from 31 years in various capacities across Sales, Marketing, Supply 2011 to 2013 and Non Executive Vice Chain, Business Development, Research & Technology. Chairman from 2013 to 2016. He was also the Chairman of IndusInd Bank He joined the Company as a Management Graduate and initially from 2007 to 2019. He has served spent eight years in Sales and headed the North and Central on the Boards of various companies, parts of the country. He went on to spearhead the Kasna Plant in including ICICI Bank and Infosys Ltd North India where he ushered new age Manufacturing excellence (Chairman from 2015 to 2017). He and big reforms in the IR environment. In 2001 he donned the was the President of Society of Indian mantle of General Manager - Marketing and gave the brand Asian Automobile Manufacturers during 2001- Paints a modern, contemporary but yet a very Indian emotional 2003 and President of Confederation of identity. He soon headed the Sales & Marketing for the Decorative Indian Industry during the year 2006- Business as Vice President. He became the President in 2012 and 2007. was responsible for not only the Sales & Marketing at Asian Paints but also headed the Research & Technology function across the organization where he ushered a huge culture of Innovation, which has seen more than 90 Innovative launches over the last 7 years. He conceptualized and gave wings to diversification in Waterproofing and Chemicals, Adhesives, Wall Papers strengthening the brand in a big way. He held the position of Chief Operating Officer for two years, heading the Indian Decorative business of more than US$ 2.5 billion. As part of this business, he headed Supply Chain, Sales & Marketing and Research & Technology areas as well. In addition, he also spearheaded the newly acquired businesses of Kitchens and Bath spaces in the Home Improvement venture of Asian Paints. Mr. Amit Syngle has been appointed as the Managing Director & CEO of the Company w.e.f. 1st April, 2020. Post taking over he has propelled the brand from a zone of having ‘share of surface’ to a ‘share of space’ in Homes bringing Home décor categories like Furniture , Lighting ,Fabrics and furnishing into play. He has been a fast tracker and has been responsible for propelling the Asian Paints brand into a league of its own and has been the principal force for heralding the brand in the home space. He has initiated a lot of new initiatives and innovation platforms to grow the business over the last decade which has catapulted the company into exponential growths over the last 20 years. He is closely associated with colour, decor and design and is the so called ‘Gamechanger’ for bringing Colour & Retailing into the AP strategy. He is also a member of the Colour Marketing Group (CMG), USA and has been honoured with various awards by the Indian and International Marketing fraternity. Expertise in specific Experience in General Management, All functions of the Company including Sales & Marketing, Research Functional Areas Leading International Business and & Technology, Strategy, Supply Chain Management, Finance, General Financial understanding. Management and other technical skills. Date of first appointment on 23rd January, 2017 1st April, 2020 the Board
Notice 117 Asian Paints Limited
Mr. R. Seshasayee Mr. Amit Syngle Name of Director(s) (DIN: 00047985) (DIN: 07232566)
Shareholding 1,496 equity shares of face value of ` 1 600 equity shares of the face value of ` 1 each (0.00%) in the Company each (0.00%) as on 31st March, 2021 Terms and conditions of Independent Director, not liable to NA re-appointment retire by rotation Details of remuneration last ` 44,90,000 ` 10,41,59,592* drawn (*The remuneration paid to Mr. Amit Syngle, Managing Director & (FY 2020-21) CEO, for the financial year 2020-21, excludes ` 2.47 crores (Rupees two crores and forty seven lakhs) worth of Stock Options which would be granted in accordance with the 2021 Plan, subject to approval of the shareholders of the Company. The stock options would vest after fulfillment of vesting conditions in accordance with the 2021 Plan.) Details of proposed Sitting fees and Commission as may be As mentioned in the Notice and explanatory statement, to the extent remuneration approved by the Board of Directors in of variation in the remuneration as approved by the Shareholders of accordance with applicable provisions the Company at their Annual General Meeting held on 5th August, of law. 2020 by inclusion of stock options as per the 2021 Plan. Inter-se relationships between • Directors Not related to any Director or Key Not related to any Director or Key Managerial Personnel • Key Managerial Managerial Personnel Personnel
Number of meetings of the 7 of 7 7 of 7 Board attended during the financial year 2020-21 Chairperson/Membership of Chairman, Stakeholders Member of Stakeholders Relationship Committee the Statutory Committee(s) Relationship Committee Member of Corporate Social Responsibility Committee of Board of Directors of the Chairman, Investment Committee Member of Risk Management Committee Company as on date Member, Audit Committee Member of Shareholders Committee Member of Investment Committee Other companies in which Hinduja National Power Corporation Nil he/she is a Director Limited excluding Directorship in Private and Section 8 companies as on 31st March, 2021 Chairperson/Membership of Hinduja National Power Corporation Nil the Statutory Committee(s) Limited of Board of Directors of Chairman, Risk Management other companies in which he/ Committee she is a Director excluding Member, Audit Committee Private and Section 8 companies as on 31st March, 2021
118 Annual Report 2020-21 Statutory Reports
Information at a Glance
Particulars Details
Day, date and time of AGM Tuesday, 29th June, 2021 at 11.00 a.m. IST
Mode Video conference and other audio-visual means
Participation through Video Conference https://www.evoting.nsdl.com/
Helpline number for VC participation 1800-1020-990/1800-224-430/(022) 2499 4360/(022) 2499 4553
Final dividend record date Friday, 11th June, 2021
Final dividend payment date On or after Friday, 2nd July, 2021
Cut-off date for e-Voting Tuesday, 22nd June, 2021
E-Voting start time and date Thursday, 24th June, 2021 at 9.00 a.m. IST
E-Voting end time and date Monday, 28th June, 2021 at 5.00 p.m. IST
E-Voting website of NSDL www.evoting.nsdl.com
Name, address and contact details of National Securities Depository Limited e-Voting service provider Trade World, A wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai - 400 013
Mr. Amit Vishal Senior Manager - NSDL Mr. Sagar Ghosalkar Assistant Manager - NSDL Contact Details: Email: [email protected] [email protected] [email protected] Contact No.: (022) 2499 4360 (022) 2499 4553
Name, address and contact details of M/s. TSR Darashaw Consultants Private Limited (TSR) Registrar and Transfer Agent C-101,1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083 Tel No.: (022) 6656 8484 Extn.: 411/412/413 Fax No.: (022) 6656 8494 Toll Free No.: 1800-2100-124 Email: [email protected] Website: www.tcplindia.co.in
Notice 119 Asian Paints Limited
Board’s Report
Dear Members, The Board of Directors are pleased to present the 75th Integrated Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the financial year 2020-21. FINANCIAL RESULTS (` in crores) Standalone Consolidated RESULTS FOR THE FINANCIAL YEAR 2020-21 2019-20 Growth (%) 2020-21 2019-20 Growth (%) Revenue from Operations 18,516.86 17,194.09 7.7% 21,712.79 20,211.25 7.4% Earning Before Interest, Taxes, Depreciation and 4,859.51 4,214.58 15.3% 5,158.65 4,466.08 15.5% Amortisation Less : Finance Costs 71.66 78.38 91.63 102.33 Less : Depreciation and Amortisation Expense 697.47 689.97 791.27 780.50 Profit for the period before share of profit in associate 4,090.38 3,446.23 18.7% 4,275.75 3,583.25 19.3% Share of profit of Associate - - 28.60 50.74 Profit before exceptional items & tax 4,090.38 3,446.23 4,304.35 3,633.99 Exceptional Items** - 33.20 - - Profit before Tax 4,090.38 3,413.03 19.8% 4,304.35 3,633.99 18.4% Less : Tax Expense 1,037.87 759.08 1,097.60 854.85 Profit for the period from continuing operations 3,052.51 2,653.95 15.0% 3,206.75 2,779.14 15.4% Profit before tax from discontinued operations - - - (5.73) Tax expense of discontinued operations - - - (0.78) Profit for the period from discontinued operations - - - (4.95) Profit for the period 3,052.51 2,653.95 15.0% 3,206.75 2,774.19 15.6% Attributable to: Shareholders of the company 3,052.51 2,653.95 15.0% 3,139.29 2,705.17 16.0% Non-Controlling Interest - - 67.46 69.02 Other Comprehensive Income (net of tax) 50.53 50.40 (5.68) 58.31 Total Comprehensive Income 3,103.04 2,704.35 14.7% 3,201.07 2,832.50 13.0% Attributable to: Shareholders of the company 3,103.04 2,704.35 14.7% 3,143.42 2,755.61 14.1% Non-Controlling Interest - - 57.65 76.89 Opening balance in Retained Earnings 4,974.64 4,424.53 5,204.64 4,604.60 Amount available for Appropriation 8,023.17 7,068.66 8,339.68 7,299.35 Dividend Interim - FY 2020-21 321.35 - 321.35 - Interim - FY 2019-20 - 1,007.16 - 1,007.16 Final - FY 2019-20 143.88 - 143.88 - Final - FY 2018-19 - 733.79 - 733.79 Tax on Dividend - 353.07 - 353.07 Transfer to General Reserve - - - - Transfer to other Reserve - - 0.43 0.69 Closing balance in Retained Earnings 7,557.94 4,974.64 7,874.02 5,204.64 **Comprise of impairment provision towards investment made in Sleek International Private Limited & Maxbhumi Developers Limited, wholly owned subsidiary companies of the Company of ` 29.7 crores and ` 3.5 crores respectively.
120 Annual Report 2020-21 Statutory Reports
COMPANY PERFORMANCE OVERVIEW [total dividend payout for the FY 2020-21 amounting to ` 1,712.17 crores (Rupees one thousand seven hundred During the financial year 2020-21: twelve crores and seventeen lakhs only)] as against the During the financial year 2020-21, revenue from total dividend of ` 12 (Rupees twelve only) per equity share operations on standalone basis increased to of the face value of ` 1 (Rupee one only) each paid for the 18,516.86 crores as against 17,194.09 crores in the ` ` previous financial year 2019-20 [total dividend payout for the previous year - a growth of 7.7%. FY 2019-20 amounting to ` 1,151.04 crores (Rupees one Cost of goods sold as a percentage to revenue from thousand one hundred fifty one crores and four lakhs only)]. operations decreased to 54.5% as against 55.3% in In view of the changes made under the Income-tax Act, 1961, the previous year. by the Finance Act, 2020, dividends paid or distributed by the Employee cost as a percentage to revenue from Company shall be taxable in the hands of the Shareholders. operations increased to 6.1% (` 1,128.66 crores) as The Company shall, accordingly, make the payment of the against 5.7% (` 985.43 crores) in the previous year. final dividend after deduction of tax at source. Other expense as a percentage to revenue from The dividend recommended is in accordance with the Dividend operations decreased to 15.2% (` 2,812.48 crores) as Distribution Policy of the Company. The Dividend Distribution against 16.5 % (` 2,845.44 crores) in the previous year. Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure The Company has contributed approximately a sum Requirements) Regulations, 2015 (“Listing Regulations”) of 10 crores towards COVID-19 pandemic related ` is available on the Company’s website: https://www. relief activities. asianpaints.com/more/investors/policies-programs.html. The Profit after Tax for the current year is 3,052.51 ` The dividend payout ratio of the Company since last three crores as against 2,653.95 crores in the previous year - ` financial years is more than 50%. a growth of 15.0%. UNCLAIMED DIVIDEND On a consolidated basis, the group achieved revenue Pursuant to the applicable provisions of the Companies of 21,712.29 crores as against 20,211.25 crores ` ` Act, 2013 (“the Act”) read with the Investor Education and - a growth of 7.4%. Net profit after non-controlling Protection Fund Authority (Accounting, Audit, Transfer interest for the group for the current year is 3,139.29 ` and Refund) Rules, 2016 (“the IEPF Rules”), during crores as against 2,705.17 crores in the previous year - ` the year, unpaid or unclaimed dividend amounting to a growth of 16.0%. ` 1.34 crores was transferred by the Company to the Investor TRANSFER TO RESERVES Education and Protection Fund (“IEPF”), established by the During the year under review, there was no amount Government of India. transferred to any of the reserves by the Company. Further, 1,43,738 shares were transferred to the demat DIVIDEND account of the IEPF Authority during the year, in accordance The Board of Directors at their meeting held on with IEPF Rules, as the dividend has not been paid or claimed 12th May, 2021, has recommended payment of ` 14.50 by the shareholders for 7 (seven) consecutive years or more. (Rupees fourteen and paise fifty only) (1450%) per equity SUBSIDIARIES & ASSOCIATE COMPANIES share of the face value of 1 (Rupee one only) each as final ` The Company has 23 subsidiaries and 2 joint-venture dividend for the financial year ended 31st March, 2021. The companies as on 31st March, 2021. payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) Financial Performance of the Company. A list of bodies corporates which are subsidiaries/associates/ During the year under review, the Board of Directors of joint ventures of the Company is provided as part of the the Company at their meeting held on 22nd October, 2020, notes to Consolidated Financial Statements. declared an Interim dividend of 3.35 (Rupees three and ` A separate statement containing the salient features paise thirty five only) (335%) per equity share of the face of financial statements of subsidiaries, associates, joint value of 1 (Rupee one only) each. The interim dividend was ` venture companies of the Company in the prescribed paid to the shareholders on 12th November, 2020. Form AOC-1 forms a part of Consolidated Financial The total dividend amount for the financial year Statements (“CFS”) in compliance with Section 129(3) and 2020-21, including the proposed final dividend, amounts to other applicable provisions, if any, of the Act read with Rules. 17.85 (Rupees seventeen and paise eighty five only) per ` The Company does not have any material subsidiary. equity share of the face value of ` 1 (Rupee one only) each
Board’s Report 121 Asian Paints Limited
Board’s Report (Contd.)
Consolidated Financial Statements rewarding performance, and in order to further increase In accordance with the provisions of the Act, Regulation 33 of shareholder value. the Listing Regulations and applicable Accounting Standards, The 2021 Plan is intended to cover Eligible Employees the Audited Consolidated Financial Statements of the of the Company and its subsidiary companies, including Company for the financial year 2020-21, together with the the Managing Director & CEO of the Company. As such, Auditors’ Report form part of this Annual Report. Mr. Amit Syngle, Managing Director & CEO, shall also be In accordance with Section 136 of the Act, the audited eligible to participate in the 2021 Plan. financial statements, including the CFS and related The appointment and remuneration of Mr. Amit Syngle as the information of the Company and the financial statements Managing Director & CEO, was approved by the shareholders of each of the subsidiary companies, are available on our of the Company in the 74th AGM of the Company held on website, www.asianpaints.com. Any Member desirous of 5th August, 2020 (“Original Resolution”). making inspection or obtaining copies of the said financial statements may write to the Company Secretary at It is proposed to amend the Original Resolution to include [email protected]. appropriate clauses enabling the grant of stock options to Mr. Amit Syngle, pursuant to the 2021 Plan. The Company’s Policy for determining material subsidiaries may be accessed on the website of the Company at https://www. The brief details of the 2021 Plan and other relevant details asianpaints.com/more/investors/policies-programs.html. have been provided in explanatory statement annexed to the Notice of the ensuing 75th AGM of the Company. Amalgamation of Reno Chemicals Pharmaceuticals DIRECTORS AND KEY MANAGERIAL PERSONNEL & Cosmetics Private Limited with the Company The Company Petition filed for amalgamation of Reno Board of Directors Chemicals Pharmaceuticals & Cosmetics Private Limited, Re-appointment and continuation of Mr. R. Seshasayee Company’s wholly owned subsidiary with the Company was as an Independent Director of the Company, not liable to admitted on 26th April, 2021 by Hon’ble National Company retire by rotation. Law Tribunal, Mumbai (NCLT). At the 71st AGM of the Company held on 27th June, 2017, The said Petition is listed for final hearing before the shareholders had approved the appointment of Mr. R the Hon'ble NCLT. Seshasayee (DIN: 00047985) as an Independent Director to hold office for a period of 5 (five) consecutive years up to 22nd Merger of Asian Paints (Lanka) Limited with January, 2022. Causeway Paints Lanka (Private) Limited Based on the outcome of performance evaluation and With effect from 1st April, 2021, indirect subsidiary of the recommendations of the Nomination and Remuneration Company, Asian Paints (Lanka) Limited amalgamated with Committee, the Board of Directors of the Company, at their Causeway Paints Lanka (Private) Limited. meeting held on 12th May, 2021 have recommended the re- appointment of Mr. R Seshasayee as an Independent Director Winding-up of Asian Paints (Tonga) Limited for second term of 5 (five) consecutive years upto 22nd Asian Paints (Tonga) Limited has ceased its business January, 2027 (not liable to retire by rotation), in accordance operations w.e.f. 10th December, 2020 and liquidated all its with Section 149, 152, Schedule IV and other applicable assets & liabilities. The name of the Company was struck off provisions, if any, of the Act and the Listing Regulations. from the Business Registries Office, Kingdom of Tonga on 29th January, 2021. In terms of the provisions of the Regulation 17(1A) of the Listing Regulations, consent of the Shareholders by way ASIAN PAINTS EMPLOYEES’ STOCK OPTION PLAN of Special Resolution shall be required for continuation of The Board of Directors of the Company at their meetings directorship of Mr. R. Seshasayee, Independent Director of held on 30th March, 2021 and 12th May, 2021, based the Company, who would attain the prescribed age limit of on the recommendations of the Nomination and 75 years during the period of the proposed second term. Remuneration Committee, approved formulation of Asian Paints Employees’ Stock Option Plan 2021 (“2021 In the opinion of the Nomination & Remuneration Plan”), for grant of stock options to ‘Eligible Employees’ Committee and Board of Directors of the Company, of the Company and its subsidiary companies. This considering the wealth of experience and expertise of 2021 Plan will be effective from the financial year Mr. R Seshasayee and the immense value he brings to 2020-21 onwards and is subject to approval of the the Board and the Company, the re-appointment of shareholders at the ensuing AGM of the Company. Mr. R Seshasayee for a second term of 5 (five) consecutive The 2021 Plan has been introduced for eligible employees years from 23rd January, 2022 to 22nd January, 2027 of the Company and/or its subsidiary companies with (not liable to retire by rotation) and continuation of his an objective to motivate and retain professionals by directorship beyond 75 (seventy-five) years of age would
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be in the interest of the Company and its shareholders. NOMINATION AND REMUNERATION POLICY Mr. R. Seshasayee is exempt from the requirement to The Nomination and Remuneration Policy of the Company, undertake online proficiency self-assessment test conducted inter alia, provides that the Nomination and Remuneration by Indian Institute of Corporate Affairs (IICA), Manesar. Committee shall, formulate the criteria for Board Retirement by rotation and subsequent membership, including the appropriate mix of Executive re-appointment & Non-Executive Directors, Board Diversity and approve and recommend compensation packages and policies for In accordance with the provisions of Section 152 and other Directors and Senior Management and lay down the applicable provisions, if any, of the Act and the Articles effective manner of performance evaluation of the Board, of Association of the Company, Mr. Abhay Vakil and its Committees and the Directors and such other matters as Mr. Jigish Choksi, Non-Executive Directors of the Company, provided under Section 178 of the Act and Listing Regulations. are liable to retire by rotation at the ensuing AGM and being The salient features of the Nomination and Remuneration eligible have offered themselves for re-appointment. Policy of the Company are outlined in the Corporate The Managing Director & CEO and Independent Directors of Governance Report which forms part of this Annual the Company are not liable to retire by rotation. Report. The Policy is also available on the website of the Company https://www.asianpaints.com/more/investors/ Declaration from Directors policies-programs.html. The Company has received the following declarations from all the Independent Directors confirming that: REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR 1. They meet the criteria of independence as prescribed MANAGEMENT under the provisions of the Act, read with the The remuneration paid to the Directors, Key Managerial Schedule and Rules issued thereunder, and the Personnel and Senior Management is in accordance with Listing Regulations. There has been no change in the the Nomination and Remuneration Policy formulated in circumstances affecting their status as Independent accordance with Section 178 of the Act and Regulation 19 Directors of the Company; and read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance 2. They have registered themselves with the Independent Report which forms part of this Annual Report. Director’s Database maintained by the IICA. The information required under Section 197 of the Act None of the Directors of the Company are disqualified for read with Companies (Appointment and Remuneration of being appointed as Directors as specified in Section 164(2) of Managerial Personnel) Rules, 2014 in respect of Directors/ the Act and Rule 14(1) of the Companies (Appointment and employees of the Company is set out in the Annexure [A] Qualification of Directors) Rules, 2014. to this report and is also available on the website of the Key Managerial Personnel Company at www.asianpaints.com. Mr. Amit Syngle, Managing Director & CEO and BOARD EVALUATION Mr. R. J. Jeyamurugan, CFO & Company Secretary, are the During the year under review, the Nomination and Key Managerial Personnel of the Company. Remuneration Committee engaged M/s. Egon Zehnder, external consultants, to conduct evaluation of the Board, Mr. Amit Syngle was appointed as the Managing Director & Committees of the Board and Directors. The evaluation was CEO of the Company with effect from st1 April, 2020. During conducted based on the criteria and framework adopted by the year under review, there were no other changes to the the Board. The evaluation parameters and the process have Key Managerial Personnel of the Company. been explained in the Corporate Governance Report. NUMBER OF MEETINGS OF THE BOARD During the year under review, 7 (seven) meetings of the FAMILIARIZATION PROGRAM FOR INDEPENDENT Board of Directors were held. The details of the meetings of DIRECTORS All Independent Directors are familiarized with the operations the Board of Directors of the Company held and attended and functioning of the Company. The details of the training by the Directors during the financial year 2020-21 are given and familiarization program are provided in the Corporate in the Corporate Governance Report which forms part of Governance Report. this Annual Report. The maximum interval between any two meetings did not DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Act, the Directors of the exceed 120 days, as prescribed by the Act. Company state that: a. in the preparation of the annual accounts for the financial year endedst 31 March, 2021, the applicable
Board’s Report 123 Asian Paints Limited
Board’s Report (Contd.)
Accounting Standards have been followed and there are on 28th June, 2016, to hold office till the conclusion of the no material departures from the same; ensuing 75th AGM. b. the Directors have selected such accounting policies M/s. Deloitte Haskins & Sells LLP, Chartered Accountants are and applied them consistently and made judgements eligible to be re-appointed for a further term of 5 (five) years, and estimates that are reasonable and prudent so as to in terms of provisions of Sections 139 and 141 of the Act. give a true and fair view of the state of affairs of the Accordingly, the Board of Directors of the Company at their Company as at 31st March, 2021 and of the profits of the meeting held on 12th May, 2021 on the recommendation Company for the financial year ended 31st March, 2021; of the Audit Committee and subject to the approval of the c. proper and sufficient care has been taken for the shareholders of the Company at the ensuing AGM, have maintenance of adequate accounting records approved the re-appointment of M/s. Deloitte Haskins & Sells in accordance with the provisions of the Act for LLP, Chartered Accountants (Firm Registration No. 117366W/ safeguarding the assets of the Company and for W-100018), as the Statutory Auditors, for a further period of preventing and detecting fraud and other irregularities; 5 (five) years i.e. from the conclusion of the 75th AGM till the conclusion of 80th AGM of the Company. d. the annual accounts have been prepared on a ‘going concern’ basis; The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other e. proper internal financial controls laid down by the applicable provisions of the Act and Rules issued thereunder, Directors were followed by the Company and that such from M/s. Deloitte Haskins & Sells LLP. They have confirmed internal financial controls are adequate and operating to hold a valid certificate issued by the Peer Review Board effectively; and of the Institute of Chartered Accountants of India (ICAI) as f. proper systems to ensure compliance with the required under the Listing Regulations. provisions of all applicable laws were in place and that The Auditors have issued an unmodified opinion on the such systems are adequate and operating effectively. Financial Statements, both standalone and consolidated for REGISTRAR AND TRANSFER AGENT the financial year ended 31st March, 2021. The said Auditors’ M/s. TSR Darashaw Consultants Private Limited (TSR) is the Report(s) for the financial year ended 31st March, 2021 on Registrar and Transfer Agent of the Company. the financial statements of the Company forms part of this Annual Report. During the year under review, the registered office and place of operation of TSR has been shifted to Vikhroli, Mumbai. Cost Auditor Accordingly, the Company is required to seek shareholders’ The Company has maintained cost records for certain approval under Section 94 and other applicable provisions products as specified by the Central Government under of the Act read with the Companies (Management and sub-section (1) of Section 148 of the Act. M/s. RA & Co., Administration) Rules, 2014, for maintenance of the Registers Cost Accountants, (Firm Registration No. 000242) have and Indexes of Members of the Company under Section 150 of carried out the cost audit for applicable products during the the Companies Act, 1956 or Section 88 of the Act, as applicable financial year 2020-21. and copies of the returns prepared under Section 159 of the The Board of Directors of the Company, on the Companies Act, 1956 or Section 92 of the Act, as applicable, recommendations made by the Audit Committee, have read with the Companies (Management and Administration) appointed M/s. RA & Co., as the Cost Auditors of the Company Rules, 2014 and in accordance with Article 144 of the Articles to conduct the audit of cost records of certain products for of Association of the Company, for the period(s) on or after 1st the financial year 2021-22. M/s. RA & Co., being eligible, have April, 2003, at TSR’s office located in Vikhroli, Mumbai. consented to act as the Cost Auditors of the Company for the Appropriate resolution seeking approval of the shareholders financial year 2021-22. has been placed at the ensuing AGM of the Company. The remuneration proposed to be paid to the Cost Auditor, MANAGEMENT DISCUSSION AND ANALYSIS subject to ratification by the members of the Company at the Management Discussion and Analysis as stipulated under the ensuing 75th AGM, would not exceed ` 8 lakhs (Rupees eight Listing Regulations is presented in a separate section forming lakhs only) excluding taxes and out of pocket expenses, if any. part of this Annual Report. Secretarial Auditor AUDITORS AND AUDITORS’ REPORT The Board of Directors of the Company have appointed Statutory Auditor Dr. K. R. Chandratre, Practicing Company Secretary M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Certificate of Practice No. 5144), as the Secretarial Auditor (Firm Registration No. 117366W/W-100018), were appointed to conduct an audit of the secretarial records for the financial as Statutory Auditors of the Company at the 70th AGM held year 2021-22. The Company has received consent from Dr. K.
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R. Chandratre to act as the auditor for conducting audit of the briefly highlighted in the annual report of the Company’s CSR secretarial records for the financial year ending 31st March, 2022. activities for the financial year ended 31st March, 2021. The Secretarial Audit Report for the financial year ended The Company’s CSR Policy statement and annual report on 31st March, 2021 under the Act, read with Rules made the CSR activities undertaken during the financial year ended thereunder and Regulation 24A of the Listing Regulations, is 31st March, 2021, in accordance with Section 135 of the set out in the Annexure [B-1] to this report. Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure [C] to this report. The Secretarial Compliance Report for the financial year ended 31st March, 2021, in relation to compliance of all CORPORATE GOVERNANCE REPORT AND applicable SEBI Regulations/circulars/guidelines issued BUSINESS RESPONSIBILITY REPORT thereunder, pursuant to requirement of Regulation 24A of the In compliance with Regulation 34 of the Listing Regulations, Listing Regulations, is set out in Annexure [B-2] to this report. a separate report on Corporate Governance along with The Secretarial Compliance Report has been voluntarily a certificate from the Auditors on its compliance anda disclosed as part of Annual Report as good disclosure practice. Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by The Secretarial Audit Report and/or Secretarial Compliance the Company on the environmental, social and governance Report does not contain any qualification, reservation or front forms part of this Annual Report. adverse remark. ANNUAL RETURN COMMITTEES of the board The Annual Return of the Company as on 31st March, 2021 As on 31st March, 2021, the Board has 7 (seven) committees: in Form MGT - 7 in accordance with Section 92(3) of the Audit Committee, Nomination and Remuneration Committee, Act read with the Companies (Management and Corporate Social Responsibility Committee, Risk Management Administration) Rules, 2014, is available on the website of the Committee, Stakeholders Relationship Committee, Company at https://www.asianpaints.com/more/investors/ Investment Committee and Shareholders Committee. AnnualReportFY2021.html. During the year under review, the Board of Directors RELATED PARTY TRANSACTIONS constituted a committee called the Investment Committee, All transactions with related parties were reviewed and inter alia, to consider, evaluate and recommend to the Board approved by the Audit Committee and are in accordance with viable investment proposals which are in the interest of the Policy on dealing with and materiality of Related Party furthering the strategic goals of the Company. Transactions and the Related Party Framework, formulated During the year, all recommendations made by the and adopted by the Company. An omnibus approval from committees were approved by the Board. the Audit Committee is obtained for the related party transactions which are unforeseen in nature. During the year A detailed note on the composition of the Board and its under review, the Related Policy Framework was suitably committees, including its terms of reference is provided in amended to include the revised pricing structure and certain the Corporate Governance Report. The composition and new transactions which were not anticipated earlier. terms of reference of all the Committee(s) of the Board of Directors of the Company is in line with the provisions of the All contracts/arrangements/transactions entered into by the Act and Listing Regulations. Company during the year under review with Related Parties were in the ordinary course of business and on arm’s length CORPORATE SOCIAL RESPONSIBILITY (CSR) basis in terms of provisions of the Act. During the financial year ended 31st March, 2021, the Company incurred CSR Expenditure of ` 62.98 crores (Rupees The Company’s Policy on dealing with and Materiality of sixty two crores and ninety eight lakhs). The CSR initiatives of Related Party Transactions is available on the website of the the Company were under the thrust area of health & hygiene, Company at https://www.asianpaints.com/more/investors/ education, water management and vocational training. The policies-programs.html. CSR Policy of the Company is available on the website of the There are no materially significant related party transactions Company at https://www.asianpaints.com/about-us.html. that may have potential conflict with interest of the Company Ministry of Corporate Affairs vide its Notification(s) dated at large. There were no transactions of the Company with any 22nd January, 2021, notified the Companies (Corporate Social person or entity belonging to the Promoter(s)/Promoter(s) Responsibility Policy) Amendment Rules, 2021, which, inter Group which individually holds 10% or more shareholding alia, provides for the revised format of annual report for in the Company. publishing the CSR activities undertaken during the financial The details of the related party transactions as per Indian year ended 31st March, 2021. The other changes pursuant Accounting Standards (IND AS) - 24 are set out in Note 43 to to said Notification(s) under the CSR provisions, have been the Standalone Financial Statements of the Company.
Board’s Report 125 Asian Paints Limited
Board’s Report (Contd.)
The Company in terms of Regulation 23 of the Listing Mitigation plans to significant risks are well integrated with Regulations submits within 30 days from the date of publication functional and business plans and are reviewed on a regular of its standalone and consolidated financial results for the half basis by the senior leadership. year, disclosures of related party transactions on a consolidated The Company endeavors to continually sharpen its Risk basis, in the format specified in the relevant accounting Management systems and processes in line with a rapidly standards to the stock exchanges. The said disclosures can changing business environment. There are no risks which be accessed on the website of the Company at https://www. in the opinion of the Board threaten the existence of the asianpaints.com/more/investors/announcements.html. Company. However, some of the risks which may pose Form AOC-2 pursuant to Section 134(3)(h) of the Act read challenges are set out in the Management Discussion and with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set Analysis which forms part of this Annual Report. out in the Annexure [D] to this report. VIGIL MECHANISM LOANS AND INVESTMENTS The Company has a robust vigil mechanism through its Details of loans, guarantees and investments under the Whistle Blower Policy approved and adopted by Board of provisions of Section 186 of the Act read with the Companies Directors of the Company in compliance with the provisions (Meetings of Board and its Powers) Rules, 2014, as on of Section 177(10) of the Act and Regulation 22 of the 31st March, 2021, are set out in Note 36(B) to the Standalone Listing Regulations. Financial Statements of the Company. The Company has engaged an agency for managing an RISK MANAGEMENT ’Ethics Hotline’ which can be used to, inter alia, report Risk management is integral to your Company’s strategy and any instances of financial irregularities, breach of code for the achievement of our long-term goals. Our success as an of conduct, abuse of authority, disclosure of financial/ organization depends on our ability to identify and leverage unpublished price sensitive information other than for the opportunities while managing the risks. legitimate purposes, unethical/unfair actions concerning Company vendors/suppliers, malafide manipulation of The COVID-19 pandemic this year has posed several Company records, discrimination to the Code of Conduct in unprecedented challenges in the form of uncertain an anonymous manner. lockdowns, unlock phases, health hazards and supply chain disruptions across the globe. These have added a new The Policy also provides adequate protection to the Directors, dimension to the term VUCA (volatile, uncertain, complex employees and business associates who report unethical and ambiguous). practices and irregularities. These changes and challenges have brought a mix of Any incidents that are reported are investigated and suitable opportunities and uncertainties impacting the Company’s action is taken in line with the Whistle Blower Policy. objectives. Risk Management, which aims at managing The Whistle Blower Policy of the Company can be accessed the impact of these uncertainties, is an integral part of the at website of the Company at https://www.asianpaints.com/ Company’s strategy setting process. The Company regularly more/investors/policies-programs.html. identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk POLICY ON PREVENTION OF SEXUAL which could materially impact your Company’s long-term HARASSMENT AT WORKPLACE goals. This process of identifying and assessing the risks is a As per the requirements of the Sexual Harassment of Women two-way process. Inputs are taken, both bottom up and top at Workplace (Prevention, Prohibition and Redressal) Act, down while finalizing the risk treatment plans. 2013 (“Prevention of Sexual Harassment Act”), the Company has formulated a Policy on Prevention of Sexual Harassment The Risk Management Committee of the Company has been at Workplace for prevention, prohibition and redressal of entrusted by the Board with the responsibility of reviewing sexual harassment at workplace and an Internal Complaints the risk management process in the Company and ensuring Committees has also been set up to redress any such that the risks are brought within acceptable limits. complaints received. Our approach to risk management is designed to provide The Company is committed to providing a safe and conducive reasonable assurance that our assets are safeguarded, the work environment to all of its employees and associates. risks facing the business are being assessed and mitigated and all information that may be required to be disclosed The Company periodically conducts sessions for employees is reported to Company’s Senior Management including, across the organization to build awareness about the Policy where appropriate, the Managing Director & CEO, the Chief and the provisions of Prevention of Sexual Harassment Act. Financial Officer, the Audit Committee, the Risk Management Complaints of sexual harassment received during the Committee and the Board. financial year 2020-21 by the Company were investigated in
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accordance with the procedures prescribed and adequate The Company gets its Standalone financial statements steps were taken to resolve them. audited every quarter by its Statutory Auditors. The policies to ensure uniform accounting treatment are prescribed to INTERNAL FINANCIAL CONTROLS RELATED TO the subsidiary companies as well. International subsidiaries FINANCIAL STATEMENTS provide information required for consolidation of accounts The Company has adequate Internal Financial Controls in the format prescribed by the Company. The accounts of System over financial reporting which ensures that all the subsidiary and joint venture companies are audited transactions are authorized, recorded, and reported correctly and certified by their respective Statutory Auditors in a timely manner. The Company’s Internal Financial for consolidation. Control over financial reporting is designed to provide reliable financial information and to comply with applicable OTHER DISCLOSURES accounting standards. a. None of the Directors of the Company have resigned during the year under review; The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. b. There are no material changes and commitments Functional heads are responsible to ensure compliance affecting the financial position of the Company which with all laws and regulations and also with the policies and have occurred between the end of the financial year procedures laid down by the Management. 2020-21 and the date of this report; During the year, the Company has updated the delegation of c. During the year under review, the Company has Authority Manual and Commercial Manual to make it in line launched its Home Décor Range in furniture, furnishings with the changes in the business environment and underlying and lighting through 'Beautiful Homes'. This was in line systems and processes. The Company has modified the with the Company’s vision of providing its customers format of the internal certification by functional heads on complete home décor solution. There has been no reporting accuracy (Financial Closure Certificate (FCC)) in line other change in the nature of business carried out with the changes in accounting and reporting requirements. by the Company. The Shared Services Center (SSC) extended the coverage of d. During the year under review, the Company has not digital invoice processing for transporters during the year. accepted any deposit within the meaning of Sections 73 This has made the process touchless and seamless. Vendor and 74 of the Act read with the Companies (Acceptance Invoice Process Automation & Transporter Invoice Process of Deposits) Rules, 2014; Automation has inbuilt 3-way checks (PO, GR/Service Entry e. The Company has complied with Secretarial Standards & invoice) in the system leading to accuracy and lower issued by the Institute of Company Secretaries of manual errors. To increase the digital footprints with added India on Meetings of the Board of Directors and control, employee reimbursement and digital invoices are General Meetings; processed paperless. f. There are no significant material orders passed by The Company has invested in automation of inventory the Regulators or Courts or Tribunals impacting provisions for damaged, dead, defective, inert stock, etc. the going concern status of the Company and its leading to robust review and faster closure of financial. operations in future; The Company has developed system with built in checks to The Competition Commission of India had passed a ensure that GST and tax is collected at source correctly for prima facie Order dated 14th January, 2020, directing the all applicable transactions ensuring statutory compliance. Director General (DG) to cause an investigation against The Company has also completed development to the Company, under the provisions of Section 26(1) of generate E-invoice through the system as per the the Competition Act, 2002. This Order is for initiating an government regulations. investigation against the Company under the relevant The Company periodically tracks all amendments to provisions of the Competition Act, but it in no way Accounting Standards and makes changes to the underlying affects the going concern status of the Company. The systems, processes and financial controls to ensure investigation is currently ongoing and the Company is adherence to the same. All resultant changes to the policy fully co-operating and providing necessary information and impact on financials are disclosed after due validation to the authority. with the statutory auditors and the Audit Committee. g. The Managing Director & CEO of the Company has not Corporate accounts function is actively involved in designing received any remuneration or commission from any of large process changes as well as validating changes to the subsidiary companies. Further the Company doesn’t IT systems that have a bearing on the books of accounts. have any Holding Company;
Board’s Report 127 Asian Paints Limited
Board’s Report (Contd.)
h. None of the Auditors of the Company have reported n. No application has been made under the Insolvency and any fraud as specified under the second proviso of Bankruptcy Code; hence the requirement to disclose the Section 143(12) of the Act; details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of i. The information on conservation of energy, technology 2016) during the year alongwith their status as at the absorption and foreign exchange earnings and outgo end of the financial year is not applicable; and as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is set out in the o. The requirement to disclose the details of difference Annexure [E] to this report; between amount of the valuation done at the time of onetime settlement and the valuation done while taking j. The Company has formulated Asian Paints Employees loan from the Banks or Financial Institutions along with Stock Option Plan 2021 (ESOP) for Eligible Director(s) the reasons thereof, is not applicable. and Employees of the Company and its subsidiaries, which is subject to approval of the shareholders at the APPRECIATION ensuing AGM. Hence, the disclosure requirement in The Board of Directors place on record sincere gratitude and relation to ESOP under Rule 12(9) and Rule 16(4) of the appreciation for all the employees at all levels for their hard Companies (Share Capital and Debentures) Rules, 2014 work, solidarity, cooperation and dedication during the year. is not applicable yet; The Board conveys its appreciation for its customers, k. The Company has not issued equity shares with shareholders, suppliers as well as vendors, bankers, business differential rights as to dividend, voting or otherwise; associates, regulatory and government authorities for their continued support. l. The Company has not issued any sweat equity shares to its directors or employees; For and on behalf of the Board of Directors m. There was no revision of financial statements and Board's Report of the Company during the year under review; Ashwin Dani Chairman (DIN: 00009126) Place: Mumbai Date: 12th May, 2021
128 Annual Report 2020-21 Statutory Reports
Annexure (A) to Board’s Report Statement of disclosure of remuneration [Pursuant to Section 197 of the Companies Act, 2013 (“the Act”) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
A. Remuneration details of Directors and KMP of the Company for the financial year 2020-21 is as follows:
Percentage Ratio of Remuneration Remuneration Increase/ Name Designation to the Median (in `) Decrease in the Remuneration* Remuneration
Ashwin Dani Non-Executive Chairman 52,85,000 5.69 22.20 Manish Choksi Non-Executive Vice Chairman 43,60,000 4.69 30.15 Abhay Vakil Non-Executive Director 48,30,000 5.20 27.44 Amit Syngle$ ** Managing Director & CEO 10,41,59,592 112.05 NA Malav Dani Non-Executive Director 41,30,000 4.44 34.09 Amrita Vakil Non-Executive Director 39,60,000 4.26 35.15 Jigish Choksi Non-Executive Director 38,40,000 4.13 32.41 Deepak Satwalekar Independent Director 42,50,000 4.57 26.87 S. Sivaram Independent Director 41,30,000 4.44 37.21 M. K. Sharma Independent Director 48,90,000 5.26 33.24 Vibha Paul Rishi Independent Director 40,20,000 4.32 38.62 R. Seshasayee Independent Director 44,90,000 4.83 39.01 Suresh Narayanan Independent Director 44,90,000 4.83 48.68 Pallavi Shroff Independent Director 37,50,000 4.03 33.93 R. J. Jeyamurugan*** CFO & Company Secretary 2,57,77,608 27.73 NA
Notes: 1. The aforesaid details are calculated on the basis of remuneration for the financial year 2020-21 and include sitting fees paid to Directors during the financial year. 2. The remuneration to Directors is within the overall limits approved by the shareholders of the Company.
3. $ Percentage increase/decrease in remuneration is not reported as Mr. Amit Syngle was appointed as Managing Director & CEO of the Company with effect from 1st April, 2020. Remuneration excludes Performance based incentive of ` 1,80,00,000 (Rupees one crore and eighty lakhs) paid for previous financial years.
4. ** The remuneration paid to Mr. Amit Syngle, Managing Director & CEO, for the financial year 2020-21, excludes ` 2.47 crores (Rupees two crores and forty seven lakhs) worth of Stock Options which would be granted in accordance with the 2021 ESOP Plan, subject to approval of the shareholders of the Company. The stock options would vest after fulfillment of vesting conditions in accordance with the 2021 Plan. 5. *** The remuneration paid to Mr. R. J. Jeyamurugan, in his capacity as CFO & Company Secretary, for the financial year 2019-20 was for part of the year. Accordingly, the percentage increase/decrease in their remuneration is not reported. Remuneration excludes an amount of ` 15,00,000 (Rupees fifteen lakhs) towards deferred incentive paid for the financial year 2017-18. 6. * The median remuneration of all employees per annum was ` 9,29,613.50 (Rupees nine lakhs twenty nine thousand six hundred and thirteen and paise fifty) and ` 8,95,096 (Rupees eight lakhs ninety five thousand and ninety six), for the financial year 2020-21 and 2019-20, respectively. The increase in median remuneration of employees for the financial year 2020-21, as compared to financial year 2019-20, is 3.86%. 7. The increase in average salary of employees (other than Key Managerial Personnel) for the financial year 2020-21, as compared to financial year 2019-20, is 11.93% (including performance incentive). 8. The increase in remuneration of employees other than the Key Managerial Personnel is considerably in line with the increase in remuneration of Key Managerial Personnel.
Board’s Report 129 Asian Paints Limited
Annexure (A) to Board’s Report (Contd.)
B. Number of permanent employees on rolls of the Company as on 31st March, 2021:
No. of employees Executive/Manager cadre 1,211 Staff 4,257 Operators/Workmen 1,666 Total 7,134 C. It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination and Remuneration Policy of the Company. D. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website of the Company at https://www.asianpaints.com/more/ investors/AnnualReportFY2021.html.
130 Annual Report 2020-21 Statutory Reports
Annexure (B-1) to Board’s Report
Secretarial Audit Report for the Financial Year ended 31st March, 2021 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To: (c) The Securities and Exchange Board of India The Members, (Issue of Capital and Disclosure Requirements) Asian Paints Limited, Regulations, 2018 (Not applicable to the Company 6A, Shantinagar, during the Audit Period); Santacruz (East), (d) The Securities and Exchange Board of India (Share Mumbai - 400 055 Based Employee Benefits) Regulations, 2014 (Not I have conducted the Secretarial Audit of the compliance of applicable to the Company during the Audit Period); applicable statutory provisions and the adherence to good (e) The Securities and Exchange Board of India corporate practices by Asian Paints Limited (hereinafter (Issue and Listing of Debt Securities) Regulations, called “the Company”). Secretarial Audit was conducted in a 2008 (Not applicable to the Company during manner that provided me a reasonable basis for evaluating the Audit Period); the corporate conducts/statutory compliances and expressing my opinion thereon. (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Based on my verification of the Company’s books, papers, Regulations, 1993 regarding the Companies Act minute books, forms and returns filed and other records and dealing with client; maintained by the Company and also the information provided by the Company, its officers, agents and authorized (g) The Securities and Exchange Board of India representatives during the conduct of Secretarial Audit, I (Delisting of Equity Shares) Regulations, 2009 hereby report that in my opinion, the Company has, during the (Not applicable to the Company during the audit period covering the financial year ended on 31 March, Audit Period); and 2021 (‘Audit Period’) complied with the statutory provisions (h) The Securities and Exchange Board of India listed hereunder and also that the Company has proper Board- (Buyback of Securities) Regulations, 2018 (Not processes and compliance-mechanism in place to the extent, applicable to the Company during the Audit Period). in the manner and subject to the reporting made hereinafter: (vi) I further report that, having regard to the compliance I have examined the books, papers, minute books, forms and system prevailing in the Company and on examination returns filed and other records maintained by the Company of the relevant documents and records in pursuance st for the financial year ended on 31 March, 2021 according to thereof on test-check basis, the Company has complied the provisions of: with the following laws applicable specifically (i) The Companies Act, 2013 (the Act) and the rules to the Company: made thereunder; (a) The Environment (Protection) Act, 1986. (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) (b) Air (Prevention and Control of Pollution) and the rules made thereunder; Act, 1981 and Air (Prevention and Control of Pollution) Rules, 1982. (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (c) Water (Prevention and Control of Pollution) Act, 1974 and Water (Prevention and Control of (iv) The Foreign Exchange Management Act, 1999 and the Pollution) Rules 1975. rules and regulations made thereunder to the extent Foreign Direct Investment, Overseas Direct Investment. (d) Hazardous and Other Wastes (Management and and External Commercial Borrowings; Transboundary Movement) Rules, 2016. (v) The following Regulations prescribed under the Securities (e) The Manufacture, Storage and Import of Hazardous and Exchange Board of India Act, 1992 (‘SEBI Act’): - Chemicals Rules, 1989. (a) The Securities and Exchange Board of India (f) The Drugs and Cosmetics Act, 1940. (Substantial Acquisition of Shares and Takeovers) (g) The Legal Metrology Act, 2009 and rules and Regulations, 2011; regulations thereunder. (b) The Securities and Exchange Board of India I have also examined compliance with the applicable clauses (Prohibition of Insider Trading) Regulations, 2015; of the following:
Board’s Report 131 Asian Paints Limited
Annexure (B-1) to Board’s Report (Contd.)
(i) Secretarial Standards (SS-1 and SS-2) issued by The I further report that there are adequate systems and Institute of Company Secretaries of India; and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance (ii) Listing Agreements entered into by the Company with with applicable laws, rules, regulations and guidelines. BSE Limited and the National Stock Exchange of India Limited read with the Securities and Exchange Board of I further report that during the audit period : India (Listing Obligations and Disclosure Requirements) The Board of Directors of the Company at its meeting held on Regulations, 2015. 22nd January, 2020, approved the Scheme of amalgamation of During the period under review the Company has complied Reno Chemicals Pharmaceuticals & Cosmetics Private Limited with the provisions of the Act, Rules, Regulations, Guidelines, (“Transferor Company”), wholly owned subsidiary of the Standards, etc. mentioned above. Company with Asian Paints Limited (“Transferee Company”) in accordance with the provisions of sections 230 to 232 of the I further report that: Companies Act, 2013 and other applicable provisions and laws, The Board of Directors of the Company is duly constituted subject to necessary statutory and regulatory approvals, including with proper balance of Executive Directors, Non-Executive approval of the Hon’ble National Company Law Tribunal, Mumbai Directors and Independent Directors. The changes in the (NCLT). The matter was heard by the Hon’ble NCLT and along with composition of the Board of Directors that took place during other procedural orders, dispensed with the meetings of the the period under review were carried out in compliance with equity shareholders and creditors of the Transferee Company. the provisions of the Act. Consequently, the petition filed by the Company with Hon’ble NCLT was admitted on 26th April, 2021. The aforesaid petition is Adequate notice is given to all Directors to schedule the fixed for final hearing before the Hon’ble NCLT on th13 May, 2021. Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance, and a system Dr. K. R. Chandratre exists for seeking and obtaining further information and FCS No.: 1370, C. P. No.: 5144 clarifications on the agenda items before the meeting and UDIN: F001370C000284246 for meaningful participation at the meeting. Place: Pune All decisions at Board Meetings and Committee Meetings Date: 12th May, 2021 were carried out unanimously as recorded in the minutes of Peer Review Certificate No. : 463/2016 the meetings of the Board of Directors or Committees of the Board, as the case may be. This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report. Annexure to the Secretarial Audit Report To: 4. Wherever required, I have obtained Management The Members, Representation about the compliance of laws, rules and Asian Paints Limited, regulations and happening of events, etc. 6A, Shantinagar, 5. The compliance of the provisions of corporate and Santacruz (East), other applicable laws, rules, regulations, standards is Mumbai - 400 055 the responsibility of management. My examination My report of even date is to be read along with this letter: was limited to the verification of procedures on test-check basis. 1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility 6. The Secretarial Audit report is neither an assurance as is to express an opinion on these secretarial records to future viability of the Company nor of the efficacy based on my audit. or effectiveness with which the management has conducted the affairs of the Company. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. Dr. K. R. Chandratre The verification was done on test-check basis to ensure FCS No.: 1370, C. P. No.: 5144 that correct facts are reflected in secretarial records. UDIN: F001370C000284246 I believe that the process and practices, I followed provide a reasonable basis for my opinion. Place: Pune Date: 12th May, 2021 3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company. Peer Review Certificate No. : 463/2016
132 Annual Report 2020-21 Statutory Reports
Annexure (B-2) to Board’s Report
Secretarial compliance report for the Financial Year ended 31st March, 2021
I have examined: (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) (a) all the documents and records made available to us Regulations, 2013 (Not applicable to the Listed Entity and explanation provided by Asian Paints Limited (“the during the Review Period); listed entity”), (h) Securities and Exchange Board of India (Prohibition of (b) the filings/submissions made by the listed entity to the Insider Trading) Regulations, 2015; stock exchanges, and clause 6(A) and 6(B) of the circular No. CIR/CFD/ (c) website of the listed entity, CMD1/114/2019 dated October 18, 2019 issued by the (d) any other document/filing, as may be relevant, which Securities and Exchange Board of India on “Resignation has been relied upon to make this certification, of statutory auditors from listed entities and their material subsidiaries”; for the year ended 31 March, 2021 (“Review Period”) in respect of compliance with the provisions of : and based on the above examination, I hereby report that, during the Review Period: (a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, (a) The listed entity has complied with the provisions guidelines issued thereunder; and of the above Regulations and circulars/guidelines issued thereunder. (b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and (b) The listed entity has maintained proper records the Regulations, circulars, guidelines issued under the provisions of the above Regulations and thereunder by the Securities and Exchange Board circulars/guidelines issued thereunder insofar as it of India (“SEBI”); appears from my examination of those records. The specific Regulations, whose provisions and the circulars/ (c) No action has been taken against the listed entity/ guidelines issued thereunder, have been examined, include:- its promoters/directors/material subsidiaries either by SEBI or by Stock Exchanges (including (a) Securities and Exchange Board of India (Listing under the Standard Operating Procedures issued Obligations and Disclosure Requirements) by SEBI through various circulars) under the Regulations, 2015; aforesaid Acts/Regulations and circulars/guidelines (b) Securities and Exchange Board of India (Issue of Capital issued thereunder. and Disclosure Requirements) Regulations, 2018 (Not (d) The listed entity has taken the following actions applicable to the Listed Entity during the Review Period); to comply with the observations made in previous (c) Securities and Exchange Board of India (Substantial reports: - Not Applicable. Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Listed Entity during the Review Period); Dr. K. R. Chandratre FCS No.: 1370, C. P. No.: 5144 (e) Securities and Exchange Board of India (Share Based UDIN: F001370C000284356 Employee Benefits) Regulations, 2014 (Not applicable to the Listed Entity during the Review Period); Place: Pune Date: 12th May, 2021 (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to Peer Review Certificate No. : 463/2016 the Listed Entity during the Review Period);
Board’s Report 133 Asian Paints Limited
Annexure (C) to Board’s Report Annual Report on Corporate Social Responsibility (CSR) activities (Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 [Including any statutory modification(s) or re-enactment(s) for the time being in force])
1. Brief Outline of CSR Policy Company has contributed during the FY 2020-21 an The CSR initiatives of the Company aim towards amount of ` 10 crores approximately to various State inclusive development of the communities largely Disaster Management authorities and NGOs for helping around the vicinity of its plants and registered office the community with health care facilities & various and at the same time ensure environmental protection other essentials. through a range of structured interventions in the areas A brief overview of the projects undertaken during the of (i) promoting education, including special education year is as follows: & livelihood projects (ii) creating employability & enhancing the dignity of the painter community Education (iii) enabling access to quality primary health care The Company’s education programmes are designed services (iv) focus on water conservation, replenishment to improve learning outcomes through digitisation of and recharge and (v) Disaster relief measures. In view of schooling experience. It includes supporting the basic the pandemic during the year, virtual interventions were infrastructure ecosystem to enable quality education introduced especially in case of employee volunteering by adopting the schools, capacity building of teachers programmes and Skill Development initiatives. and skill development of the students. Some of The Company’s employee volunteering approach is the initiatives undertaken for the cause include the to promote ownership among the employees rather Scholarship programme for deserving students in senior than mere participation. Employee volunteering teams classes, Gyan Shakti programme for school adoption, are made keeping in mind parameters of empathy, Naya Savera, Project Udaan for enhancing employability expertise, time, effort, and impact. Additionally, and TABLAB for digital literacy through learning activities are also mapped out in terms of the intensity management systems. of engagement. For instance, one-time contributions are required for programmes, such as Card & Kit, Skill Development donation drives, Free rice quiz, among others. Skill building is a powerful tool to empower individuals Whereas interventions, such as mentoring and social and drive the financial growth and community security schemes for financial inclusions, Naya Savera, development of a nation. Our aim with this endeavour is Pro-bono volunteering, audiobook recordings require to invest in inclusive growth and believe that everyone more regular and involved participation. should be given a fair chance at a dignified life. We are committed to enhancing the technical knowledge of Due to the lockdown, the Company introduced virtual the individuals with an inherent predilection for the employee volunteering programmes. work, so that it increases their productivity & livelihood Some of the programmes where employees volunteered which would result in them garner recognition and during the year are as follows: respect in the community. Our training programmes cover a multitude of subjects, such as designer finishes, Distribution of ration kits and masks emulsions, metal care, mechanization, waterproofing, during lockdown. wood finishes and wallpaper installation. This Gift-A-Card - Spread Happiness: A virtual helps painters connect with lucrative professional volunteering initiative intended to benefit Sex opportunities in the industry. Our Colour Academies traffic survivors. The Company’s employees across are equipped with contemporary facilities to provide the locations volunteered to prepare handmade hands-on experience to the participants. greeting cards. During the year, we initiated digital training through Audiobook recording for visually impaired children. video conferencing mode, to ensure that there is no risk through travel and contact of people. Also, a Free Rice - Participating in a free, online quiz game module of financial literacy has been introduced for the with multiple choice questions where the more painters to help them understand the art of budgeting, one plays, the more quantity of free rice is donated managing contingencies, applicable insurance schemes, to families in need. This program is supported by government schemes, etc. UN Food Program. In the current situation of COVID-19, there is an Disaster Relief immediate and recurring need for sanitization to In continuation of the Company’s commitment towards maintain hygiene for both residential and business COVID-19 pandemic related relief activities, the setups. Accordingly, during the year, the course covering
134 Annual Report 2020-21 Statutory Reports
aspects on benefits of sanitization and how to take up Static clinics: sanitization at the sites had been introduced. We have established 5 static clinics near our manufacturing locations (Mysuru, Patancheru, Healthcare & Hygiene Kasna, Khandala and Vizag), in association with Our health and hygiene initiatives started with a need Piramal Swasthya. The static clinics provide to provide basic access to primary healthcare services to diagnosis and treatment for various non- the community around. We started with Mobile Medical communicable diseases (majorly hypertension and Units (MMU), health camps and subsequently scaled diabetics), RMNCH+A (Reproductive, maternal, these projects up in different manufacturing locations neonatal, child health and adolescence), and in the form of more MMUs, static clinics and localised general OPD ailments. health initiatives. For each of these programmes we identify partners who have the potential to replicate Mobile Medical Units (MMUs): and scale up the projects to bring uniformity and at the We have been running 8 MMUs across 124 villages same time cater to the local health needs. spread across 8 states. Our MMUs provide consultations, free medicines, basic diagnostics, The Company’s health & hygiene initiatives are carried referrals to government hospitals, among others. out in partnership with the support received from the These units also conduct awareness and quiz on-ground health workers including the Accredited sessions on health in the community. Social Health Activist, Anganwadi workers and Auxillary Nurse-Midwives or the triple As (AAAs) of community Safar: health. They are referred to as the backbone of the Safar, one of our healthcare initiatives, is directed healthcare system in India. The Company now intends towards improving health awareness and medical to further bolster the relationship with the triple As care facilities among truck drivers. in order to drive efficiencies in health care initiatives in the last mile. Water Conservation The Company has drafted a water vision for itself with i. Auxiliary Nurse-Midwife (ANM), based at a sub- an intention to making all our communities around center and visits villages in addition to providing our manufacturing locations, water secure. The care at the subcenter. Company is engaged with helping communities around ii. Anganwadi Worker (AWW), who works solely our manufacturing locations to conserve water by in her village and focuses on provision of food developing integrated watershed management, Water supplements to young children, adolescent girls, ATMs and Rainwater Harvesting in schools. and lactating women. Some of the interventions undertaken are as follows: iii. Accredited Social Health Activist (ASHA), who Installing rooftop rainwater harvesting units and also works solely in her village. ASHA workers recharge systems in villages and schools; focus on promotion of maternal health, including immunizations and institutional-based deliveries, Influencing irrigation practices and awareness on for which they receive a performance-related fee. conservation of water in the farmer community; Recycling and reusing waste-water; Further, we also focus on raising awareness on government schemes and referrals for advanced Identifying water bodies near our locations that treatment to aid the uninformed. need rejuvenating; Under the health and hygiene programme, we are, inter Construction activities to increase capacity for alia, running the following projects: surface water storage; and Desilting of surrounding lakes and ponds.
Board’s Report 135 Asian Paints Limited
Annexure (C) to Board’s Report (Contd.)
2. Composition of CSR Committee
Number of meetings of CSR Number of meetings of CSR Name of Director Designation/Nature of Directorship Committee attended during the Committee held during the year year Malav Dani Chairman/Non-Executive Non- 4 4 Independent Director Vibha Paul Rishi Member/Independent Director 4 4 Amrita Vakil Member/Non-Executive Non- 4 4 Independent Director Deepak Satwalekar* Member/Independent Director 4 3 Amit Syngle Member/Managing Director & 4 4 CEO * Appointed as Member of the Committee w.e.f. 7th September, 2020.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company - https://www.asianpaints.com/about-us.html 4. Provide the details of Impact assessment of CSR projects carried out in pursuance of Rule 8(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report) - Not Applicable 5. Details of the amount available for set off in pursuance of Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any Not- Applicable 6. Average Net Profit of the Company as per Section 135(5) of the Companies Act, 2013 - ` 3,147.70 Crores
Sr. Amount 7. Particulars No. (in ` crores) ( a ) Two percent of average net profit of the company as per Section 135(5) of the Companies Act, 2013 - 62.95 (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years - - (c) Amount required to be set off for the financial year, if any - - (d) Total CSR obligation for the financial year (7a+7b-7c) - 62.95
8. (a) CSR amount spent or unspent for the financial year:
Amount Unspent Total amount Total amount transferred to Unspent Amount transferred to any fund specified under Schedule VII as per second spent for the CSR Account as per Section 135(6) of the proviso to Section 135(5) of the Companies Act, 2013 Financial Year Companies Act, 2013 (in ` crores) Amount Amount Date of transfer Name of the Fund Date of transfer (in ` crores) (in ` crores) 48.20 14.78 30th April, 2021 - - -
136 Annual Report 2020-21 Statutory Reports
(b) Details of CSR amount spent against ongoing projects for the financial year:
Amount Amount Amount spent in transferred to Item from Mode of Project allocated for the current unspent CSR Mode of implementation - the list of Local Location of the project implementation - Duration the project financial account for Through implementation agency Sr. Name of the activities Area Direct (Yes/No) (in ` crores) year the project No. Project in Schedule (Yes/ (in ` crores) (in ` crores) VII to the No) CSR Act State District Name Registration number
1. Primary Health & Yes Telangana, Patancheru, 3 years 7.18 1.89 5.28 No Piramal CSR00000217 healthcare Hygiene Karnataka, Mysore, Kasna, Swasthya support Uttar Pradesh, Satara (Khandala), Management through static Maharashtra, Visakhapatnam and Research clinics and Andhra Institute mobile medical Pradesh units 2. SAFAR - Health & Yes Haryana, Rohtak, Patancheru, 3 years 4.23 1.23 3.00 No Child Survival CSR00000694 ongoing Hygiene Telangana, Kasna, Satara, India programme to Uttar Pradesh, Visakhapatnam, improve health Maharashtra, Mysuru, and awareness Andhra Sriperumbedur among truck Pradesh, drivers Karnataka, Tamil Nadu 3. Set up of Vocational Yes Karnataka, Mysore, Guwahati, 3 years 6.50 - 6.50 Yes - - new Colour Training Assam, Dehradun, Nagpur, Academies for Program Uttarakhand, Indore, Coimbatore, Skilling and Maharashtra, Patna, Nashik, Srinagar, Vocational Madhya Hubli-Dharwad, Training Pradesh, Salem, Bhubneswar, Tamil Nadu, Surat, Agra, Bihar, Jammu Thiruvananthapuram, and Kashmir, Vijayawada, Meerut, Odisha, Vasai-Virar, Raipur, Gujarat, Uttar Chandigarh, Pradesh, Puducherry, Kolhapur, Kerala, Bhopal, Varanasi, Andhra Jamshedpur, Jodhpur, Pradesh, Ranchi Chhattisgarh, Chandigarh, Puducherry, Jharkhand, Rajasthan Total 17.91 3.12 14.78
Board’s Report 137 Asian Paints Limited
Annexure (C) to Board’s Report (Contd.)
(c) Details of CSR amount spent other than ongoing projects for the financial year:
Amount Mode of implementation - Through Item from Location of the project Local spent Mode of implementation agency the list of Sr. Area for the implementation - Name of the Project activities in CSR No. (Yes/ project Direct Schedule VII State District Name Registration No) (in ` (Yes/No) to the Act number crores)
1. • School adoption Education Yes Andhra Atchutapuram, 1.02 Direct and • Ankleshwar CSR00003724 and infrastructural Pradesh, Visakhapatnam, through Industrial development Gujarat, Ankleshwar, implementing Development • Capacity development Haryana, Bharuch, Rohtak, agency Society of teachers and Karnataka, Mysore, Bengaluru, • Head Held High CSR00000919 children through Maharashtra, Nanjangud, Foundation digital literacy and Tamil Nadu, Satara, Mumbai, • Learning Links CSR00000640 behavioural skills Telangana, Cuddalore, Kasna, Foundation training Uttar Pradesh, Gautam Buddha • Pratham Education CSR00000258 • Development Delhi, West Nagar, Delhi, Foundation programme for school Bengal Sangareddy, • Tamarind Tree Not available dropouts Kolkata, School Digitization for TTSD • Providing education to Patancheru (TTSD) enhance employability skill • NIIT Foundation CSR00000621 • Granting scholarships for higher education etc. 2. • Providing primary Health & Yes Andhra Atchutapuram, 1.88 Direct and • Ankleshwar CSR00003724 healthcare support Hygiene Pradesh, Visakhapatnam, through Industrial through static clinics Gujarat, Ankleshwar, implementing Development and mobile medical Haryana, Bharuch, agency Society units and free medical Karnataka, Rohtak, Mysore, • Helpage India CSR00000901 camps for rural Maharashtra, Nanjangud, • Hand in Hand CSR00001853 communities Tamil Nadu, Satara, Mumbai, • Child Survival India CSR00000694 • Providing aid to Telangana, Cuddalore, differently abled Uttar Pradesh Tiruvallur, people Sriperumbudur, • Implementing Kanchipuram, sanitation projects Patancheru, • Running awareness Medak, Kasna, programmes for Gautam Buddha communities on health Nagar and hygiene • Providing access to potable water • Contribution to Hospitals and distribution of masks
138 Annual Report 2020-21 Statutory Reports
Amount Mode of implementation - Through Item from Location of the project Local spent Mode of implementation agency the list of Sr. Area for the implementation - Name of the Project activities in CSR No. (Yes/ project Direct Schedule VII State District Name Registration No) (in ` (Yes/No) to the Act number crores)
3. • Disaster Management- Disaster Yes Odisha, Andhra Satara, Kasna, 9.86 Through • Odisha State Not available Contribution to Management Pradesh, Gautam Buddha implementing Disaster for OSDMA various State Disaster Telangana, Nagar, Patancheru, agency Management Management Himachal Sangareddy, Authority (OSDMA) Authorities & Pradesh, Uttar Sriperumbudur, • Karnataka Not available Implementing Pradesh, Kanchipuram, State Disaster for KSDMA Agencies against Karnataka, Ankleshwar, Management pandemic Maharashtra, Bharuch, Authority (KSDMA) Gujarat, Tamil Atchutapuram, • Andhra Pradesh Not available Nadu Visakhapatnam, State Disaster for ASDMA Mysore, Management Nanjangud, Authority (ASDMA) Cuddalore, • Vidya Foundation Not available Tiruvallur, Gautam (VF) for VF Budh Nagar • Venture Center Not available (VC) for VC • Vanarai CSR00001205 • Dhan Foundation CSR00000273 • HI-Tech Not available Horticulture Society for HTHS (HTHS) • Whishpering CSR00001296 Wishes Foundation • Federation of Not available Indian Chamber of for FICC Commerce (FICC) • Kakaba and Kala CSR00003497 Budh Public Charitable Trust • Helpage India CSR00000901 • Piramal Swasthya CSR00000217 Management and Research Institute 4. • Promoting Water Yes Andhra Atchutapuram, 3.76 Direct and • Aga Khan Rural CSR00004229 integrated watershed Pradesh, Visakhapatnam, through Support development in Gujarat, Ankleshwar, implementing • Ambuja Cement Not available areas around our Haryana, Rohtak, Mysore, agency Foundation (ACF) for ACF manufacturing Karnataka, Nanjangud, • Development of CSR00000273 locations including Maharashtra, Satara, Cuddalore, Humane Action desilting lakes Tamil Nadu, Tiruvallur, Foundation and installing & Telangana, Sriperumbudur, • Forum for CSR00000037 maintaining rooftop Uttar Pradesh Kanchipuram, Organised rainwater harvesting Patancheru, Resource units and recharge Medak, Kasna, Conservation & systems in villages and Gautam Buddha Enhancement schools Nagar (FORCE) • Hand in Hand India CSR00001853 • National Agro CSR00000610 Foundation • Sevalaya CSR00000863 • Vanarai CSR00001205
Board’s Report 139 Asian Paints Limited
Annexure (C) to Board’s Report (Contd.)
Amount Mode of implementation - Through Item from Location of the project Local spent Mode of implementation agency the list of Sr. Area for the implementation - Name of the Project activities in CSR No. (Yes/ project Direct Schedule VII State District Name Registration No) (in ` (Yes/No) to the Act number crores)
5. • Skilling and vocational Vocational Yes Assam, Guwahati, 25.40 Direct - - training Training Chandigarh, Chandigarh, Delhi, • Technical knowledge Programme Delhi, Gujrat, Ahmedabad, distribution Himachal Solan, Bengaluru, • Productivity Pradesh, Cochin, Kozhikode, and livelihood Karnataka, Jabalpur, Bhopal, enhancement for Kerala, Madhya Mumbai, Nagpur, dignified living Pradesh, Aurangabad, Maharashtra, Pune, Vizag, Odisha, Punjab, Bhubaneshwar, Rajasthan, Bhathinda, Tamil Nadu, Ludhiana, Telangana, Jaipur, Chennai, Uttar Pradesh, Viluppuram, Uttarakhand, Madurai, West Bengal Hyderabad, Lucknow, Varanasi, Kanpur, Ghaziabad, Gorakhpur, Agra, Dehradun, Nainital, Kolkata, Hooghly, Burdwan, Una Total 41.92 (d) Amount spent in Administrative Overheads: ` 3.15 crores (e) Amount spent on Impact Assessment, if applicable: - (f) Total amount spent for the Financial Year (8b+8c+8d+8e)**: ` 62.98 crores (g) Excess amount for set off, if any:
Sr. Amount Particulars No. (in ` crores) (i) Two percent of average net profit of the company as per Section 135(5) of the Companies Act, 2013 62.95 (ii) Total amount spent for the Financial Year** 62.98 (iii) Excess amount spent for the financial year [(ii)-(i)] 0.03 (iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any - (v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0.03 Note: ** Includes an amount of ` 14.78 crores earmarked for ongoing projects transferred to Unspent CSR Account in terms of Section 135(6) of the Companies Act, 2013, for the Financial Year 2020-21. 9. (a) Details of Unspent CSR amount for the preceding three financial years:Not Applicable (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):Not Applicable 10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset wise details):Not Applicable 11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5) of the Companies Act, 2013: Not Applicable
For and on behalf of the CSR Committee
Malav Dani Amit Syngle Chairman Managing Director & CEO CSR Committee (DIN: 07232566) (DIN: 01184336) Place: Mumbai Date: 12th May, 2021
140 Annual Report 2020-21 Statutory Reports
Annexure (D) to Board’s Report Form AOC-2 [Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm’s length transactions under fourth proviso thereto Details of contracts or arrangements or transactions not at arm’s length basis:
a. Name(s) of the related party and nature of relationship b. Nature of contracts/arrangements/transactions c. Duration of the contracts/arrangements/transactions d. Salient terms of the contracts or arrangements or transactions including the value, if any e. Justification for entering into such contracts or arrangements or transactions NA f. Date(s) of approval by the Board g. Amount paid as advances, if any h. Date on which (a) the requisite resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act, 2013 Details of material contracts or arrangement or transactions at arm’s length basis:
a. Name(s) of the related party and nature of relationship b. Nature of contracts/arrangements/transactions c. Duration of the contracts/arrangements/transactions NA d. Salient terms of the contracts or arrangements or transactions including the value, if any e. Date(s) of approval by the Board, if any f. Amount paid as advances, if any All related party transactions are in the ordinary course of business and on arm’s length basis and are approved by Audit Committee of the Company. For and on behalf of the Board
Ashwin Dani Chairman (DIN: 00009126) Place : Mumbai Date : 12th May, 2021
Board’s Report 141 Asian Paints Limited
Annexure (E) to Board’s Report Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]
Conservation of Energy B. Utilizing Alternate Sources of Energy The manufacturing units of the Company have continued Solar energy: their efforts to reduce their energy consumption year on year. The Company had setup following rooftop solar projects Some of the key measures undertaken by the manufacturing during the financial year 2020-21: plants are as below: 0.15 MWp- At Patancheru, Telangana Plant A. Energy Conservative Measure Taken 0.5 MWp- At Taloja, Maharashtra Plant Heat Pump to reduce fuel/power consumption in process water heating. The Company invested in its first Ground Mounted Solar (Utility Solar) in Haryana, a 6 MWp project for Rohtak Plant Alternate Fuel-Use of Natural Gas/LNG instead of which was commissioned during the financial year 2019-20. High-Speed Diesel. Plant has started generation of power and more than 30 lakh Highly efficient cowl discs for Twin Shaft Dispersers in of solar units utilized at our Rohtak Plant in FY 2020-21. the paint processing. With the commissioning of the above projects, the total High grade E-Glass epoxy energy efficient fan in Cooling installed solar energy capacity in our plants will now be tower for energy reduction. 20.5 MWp. During the financial year 2020-21, the solar projects have generated about 158 lakh units which is about 21% of Use of smart wireless controller in AC for reducing electricity consumption across all decorative paint plants. power consumption. Wind Energy: Programmable Logic Controller installation for optimization of the Air compressor running hours. 4.2 MW of Wind Turbine Generators (WTG) is under commissioning at Andhra Pradesh for Vizag Plant Reusage of exhaust air of Air Operated Diaphragm pump. (2.1 MW x 2). With the commissioning of the above projects, Waste heat recovery system for Air Compressors. total installed wind energy capacity is now 24.3 MW. Elimination of compressed air in packing for vacuum During the financial year 2020-21, the Company has used application through Central Vacuum system. about 268 lakh units, generated from all Wind Turbines, which is about 36% of electricity consumption across all decorative Use of Energy efficient motors for all new projects. paint plants. The solar and windmill installations have helped Pressure based pumping system for utility pumping. the Company to end the year 2020-21 at Renewable Energy consumption of about 57% across all decorative paint plants. Process optimization for the Twin Shaft Dispensers operation to reduce cycle time by data analytics. C. The Capital Investment on Energy Conservation Elimination of idle running of Air Handling Unit for Equipment energy reduction. The Company has spent about ` 3 crores as capital investment on energy conservation initiatives during the financial year Powder conveying rate achieved through optimization apart from the investment in Renewable Energy resources of and continuous improvement. solar and wind. Use of Energy Efficient aluminum Air piping solution to Technology Absorption reduce friction losses. A. The efforts made by the Company towards LED lighting for all plants. technology absorption Use of motion sensors & presence sensor in cabins, The focus of Research & Technology (R&T) function Light Dependent Resistor in streetlights. continues to be developing new technology platform, new chemistries for futuristic product development Condensate recovery system in Steam systems. to launch innovative products in the market. R&T Sharing of best practices at each plant started for easy also continued to build product pipeline to maintain replication of applicable ideas. innovation quotient and technological edge in the
142 Annual Report 2020-21 Statutory Reports
market. R&T also focused on enhancement of process different tools (both mechanized and hand-held) parameters to supply consistent quality to the market on different substrates. and reduce customer complaints. Development of laboratory simulation techniques The nature of activities carried out by R&T team of the to support product validation under different Company are as follows: geographical climate and usage practices. Development of new products and processes Technical service and support related to customers related to surface coatings that fulfil expressed as for product scale up and standardization on well as unstated needs of consumers. customer lines, manufacturing support and solving product complaints. Creating revolutionary products that improve health and hygiene of the surfaces and Development of test methods for Plant Quality sets benchmark. Control that help speed up incoming raw material testing and approval. Offering products under the Do-It-Yourself (DIY) category so that customers can paint on their own Establishing product credibility through in case painters/applicators are not available. international certification. Creating products in the premium range keeping Continuous benchmarking of products against in mind aspects of Green Assure and product national/international players. sustainability. Support technical capability building across Upgradation of existing products with value added organization by creating a training academy - features to create product differentiation to Sikshalaya and conducting in-house workshops, retain market share. seminars, technical training, etc. Continuous value generation through formulation Engaging with regulatory bodies like Bureau of re-engineering, sourcing efficiency, process Indian Standards (BIS) in creating, reviewing and optimization, alternate/new raw material search, adopting national standards. new and efficient manufacturing techniques, The Company has put more focus in terms of developing vendor collaboration to enhance profitability. capabilities to carry out advanced analytical research Support sustainability initiatives of the Company to support emulsion, resin, and product development. by undertaking joint projects with plants to Research and Technology Center continued to be reduce cycle time, energy consumption, water accredited by National Accreditation Board for consumption, waste generation and by increasing Testing and Calibration Laboratories accreditation for raw material content of renewable origin 36 test methods that includes estimation of lead in in the product. paints and coatings. Building a sustainable idea and prototype pipeline The Company continued to focus on implementing new for the Company and develop new capability processing techniques that offer economies of scale platforms and intellectual property rights for with cycle time reduction and better sustainability. creating next generation products to catalyze Over the years, the Company has progressively worked future growth. on creating intellectual property (IP) rights and has Undertake collaborative projects with vendors, commercialized good number of IPs. Till date, the customers, academia, and research institutes Company has filed 76 patents in India out of which to develop new products, new capabilities and 22 patents have been granted. Three of them are generate new scientific understanding. granted from foreign countries. Encourage use of data analytics and artificial The Company is now expanding its innovation footprint intelligence to predict design features, derive new by participating in national and international technology insights and opportunities for innovation. competitions. During this year, 4 papers were published in International journals and 2 papers were published in Process engineering research to explore National Journals. novel processes for binder synthesis which are operationally efficient in terms of energy B. The benefits derived like product improvement, cost consumption, cycle time, productivity, and safety. reduction, product development or import substitution: Application research and substrate studies to 48 (Forty-Eight) new products/variants were developed establish product suitability for application with for architectural paints, construction chemicals and
Board’s Report 143 Asian Paints Limited
Annexure (E) to Board’s Report (Contd.)
adhesives during the financial year 2020-21. 21 (Twenty- provides excellent anti-bacterial and air purifying one) new products developed for Industrial business performance. Combined with unique application during financial year 2020-21. Some highlights include: tool, it provides One Coat Hide, superior flow levelling and a luxurious sheen finish. a) “TruGrip Dynamo”, a best-in-class wood adhesive based on patented technology confirming to m) “Apcothane 150 DTM”, a 2K Polyurethane EN204: D3 specification. DTM coating for the Pre-engineered Building (PEB) segment. b) “Apcolite All Protek Matt & Shyne”, a revolutionary emulsion paint which offers flame spread n) “Apcoguard SF 157”, a 2k solvent free epoxy resistance along with décor and easy stain potable water coating certified from NSF, UK. removal performance. The Company continued the initiatives under c) “Viroprotek” range of sanitizer and disinfectants. breakthrough methodology by taking up new project ‘Ajna’. The outcome of this initiative has helped the d) “Protek Crysta Lite”, a unique patented clear Company to develop 4 new products to service glass coating for glass facades which resist UV light with coating segment, interior coating with fire retardant dirt pick up resistance. properties, wood adhesive with no bubble performance e) “Damp Prime Ultra”, a waterproofing basecoat for and gypsum plaster category. The Company’s focus on vertical surface with superior opacity and whiteness. reducing carbon footprint through design optimization and process efficiency with no compromise in f) “Ultra block 2k”, a superior 2k cementitious coating performance properties continues. with excellent bonding, water proofing properties and resistance to hydrostatic pressure. C. In case of imported technology (imported during the last three years reckoned from the beginning of the g) “Wood Tech Ingenio PU”, a fast-drying super luxury financial year): NA Polyurethane with exceptional Weather resistance for wooden surfaces with cutting edge technology. D. The expenditure incurred on Research and Development:
h) “PU Suprema”, a fast-drying economy Polyurethane ` in Crores designed for Furniture Manufacturers for the Particulars 2020-21 2019-20 application on doors based on solid wood and veneer. Capital 1.60 3.46 i) “Marvelloplast EZY MS”, a sprayable plaster for Recurring 80.99 83.63 interior wall surface. Total 82.59 87.09 “EZY CR8 Frost & Crackle Finish” easy to use j) Foreign Exchange Earnings and Outgo: products in Aerosol packs for DIY segment. Foreign exchange earned in terms of actual inflows during k) “EZY CR8 Terrace Water Proofing” unique the financial year 2020-21 was ` 118.85 crores (equivalent water-based product in DIY segment for terrace value of various currencies). water proofing. Foreign exchange outgo in terms of actual outflows during l) “EZY CR8 Health Shield Single Coat” is a water the financial year 2020-21 was ` 2,087.55 crores (equivalent emulsion paint with Silver Ion technology which value of various currencies).
144 Annual Report 2020-21 Statutory Reports
Report on Corporate Governance
ASIAN PAINTS’ PHILOSOPHY ON CORPORATE Non-Executive Directors, comprising Independent Directors GOVERNANCE and the same is also in line with the applicable provisions of Asian Paints believes that Corporate Governance is the Companies Act, 2013 (“the Act”) and Listing Regulations. The cornerstone for fostering a state-of-the-art and future Board of the Company is diverse in terms of qualification, ready organisation guaranteeing extra-ordinary and competence, skills and expertise which enables it to ensure sustainable growth. As per the Asian Paints Charter co- long term value creation for all the stakeholders. created by the employees, which sets out the purpose of The composition and size of the Board is reviewed periodically the organisation and adopts the value system comprising to ensure an optimum mix of Directors with complementary of standing for each other's success, creative zeal, scientific skillsets and varied perspectives for constructive discussions rigour, audacity, integrity and customer passion form the facilitating more effective decision making. The Company platform that enables ours' as well as our stakeholders’ understands that sound succession planning for the successes. The sound governance systems and processes in members of the Board and Senior Management is essential place are empowering co-creation and partnerships while an for sustained growth of the Company. unwavering focus on sustainability and safety is what makes us a truly responsible enterprise. As on the date of this Report, the Board comprised of 14 (fourteen) members, 7 (seven) of which are Independent Asian Paints not only adheres to the prescribed Corporate Directors constituting half of the Board strength, 6 (six) are Governance practices as per the Listing Regulations but is Non-Executive/Promoter Directors and 1 (one) Managing also committed to sound Corporate Governance principles Director & CEO. and practices. It constantly strives to adopt emerging best practices being followed worldwide. The composition of the Board is in conformity with the requirements of Regulation 17 of the Listing Regulations as In recognition of its governance practices, the Company was, well as the Act read with the Rules issued thereunder. second time in a row, conferred upon the ‘Golden Peacock Award for Excellence in Corporate Governance - 2020’, by the Board Procedures and flow of information Institute of Directors. The Board/Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee This report is prepared in accordance with the provisions meetings is circulated to the Directors well in advance of the Securities and Exchange Board of India (Listing to facilitate them to plan their schedule and to ensure Obligations and Disclosure Requirements) Regulations, 2015 meaningful participation in the meetings. However, in case (“Listing Regulations”) and the report contains the details of of special and urgent business needs, the Board’s approval is Corporate Governance systems and processes at Asian Paints taken by passing resolutions by circulation, as permitted by Limited. There are no non-compliances of any requirements law, which are noted and confirmed in the subsequent Board of Corporate Governance Report, as per sub-paras (2) to (10) Meeting. During the financial year 2020-21, all meetings of of Schedule V Part C of the Listing Regulations. the Board were held through video conference in accordance GOVERNANCE STRUCTURE AND DEFINED ROLE with the provisions of law. AND RESPONSIBILITIES In order to facilitate effective discussions at the virtual Asian Paints’ governance structure comprises of Board of meetings, the agenda is bifurcated into items requiring Directors, Committees of the Board and the Management. approval and items which are to be taken note of the Board. BOARD Clarification/queries, if any, on the items which are tobe The Board of Directors have the responsibility of ensuring noted/taken on record by the Board are sought and resolved effective management, long term business strategy, general before the meeting itself. This ensures focused and effective affairs, performance and monitoring the effectiveness of the discussions at the meetings. Company’s corporate governance practices. The Managing The Board has adopted a ‘safety-first’ approach for all its Director & CEO reports to the Board and is in charge of discussions and deliberations. All meetings of the Board the management of the affairs of the Company, executing begin with an elaborate discussion on the Health and business strategy in consultation with the Board and Safety initiatives of the Company which are then followed achieving annual and long term business goals. by review of the performance of the Company, review of financial results, industrial relations, Board succession Composition of the Board planning, Strategic planning, governance and regulatory The Company believes in a well-balanced and diverse Board matters, declaration of dividend and such other matters which enriches discussions and enables effective decision as required under the Act, Listing Regulations and other making. The Board has an optimal mix of Executive and applicable legislations.
Report on Corporate Governance 145 Asian Paints Limited
Report on Corporate Governance (Contd.)
The details of attendance of Directors at Board Meetings through video conference during the financial year 2020-21 and at the Annual General Meeting (AGM) of the Company are as reproduced below:
1 2 3 4 5 6 7 % of meeting Name of the Director(s) & Director rd th th nd st th th 23 24 7 22 21 12 30 attended Identification Number (DIN) June, July, September, October, January, February, March, during the year 2020 2020 2020 2020 2021 2021 2021 Ashwin Dani (00009126) 100 Manish Choksi (00026496) 100 Abhay Vakil (00009151) 100 Amit Syngle (07232566) 100 Malav Dani (01184336) 100 Amrita Vakil (00170725) 100 Jigish Choksi (08093304) 100 Deepak Satwalekar (00009627) 100 S. Sivaram (00009900) 100 M. K. Sharma (00327684) 100 Vibha Paul Rishi (05180796) 100 R. Seshasayee (00047985) 100 Suresh Narayanan (07246738) 100 Pallavi Shroff (00013580) Absent Absent Absent 57*
Present through video-conference * Rounded off to the nearest whole digit Note: be made available to the Board as prescribed under Part A The last AGM held through Video Conference (VC)/Other Audio Video of Schedule II of the Listing Regulations. The management th Means (OAVM) on 5 August, 2020, was attended by all members of the makes concerted efforts to continuously upgrade the Board. information available to the Board for decision making and the Board members are updated on all key developments Flow of information to the Board relating to the Company. The Board has complete access to all Company-related information. The Company Secretary is responsible for With the unanimous consent of the Board, all information collation, review and distribution of all papers submitted which is in the nature of Unpublished Price Sensitive to the Board and Committees thereof for consideration. Information (UPSI), is circulated to the Board and its The Chairman of the Board and the Company Secretary in Committees at a shorter notice before the commencement consensus determine the Agenda for every meeting along of the respective meetings on a secure platform. with explanatory notes in consultation with the Managing Director & CEO. The Agenda for the meetings is circulated The Company Secretary attends all the meetings of the well in advance to the Directors to ensure that sufficient time Board and its Committees and is, inter alia, responsible for is provided to Directors to prepare for the meeting. recording the minutes of such meetings. The draft minutes of the Board and its Committees are sent to the members With a view to ensure high standards of confidentiality for their comments in accordance with the Secretarial of Agenda and other Board papers and reduce paper Standards. Thereafter, the minutes are entered in the consumption, the Company circulates to its Directors, minutes book within 30 (thirty) days of conclusion of the notes for Board/Committee meetings though a web-based meetings, subsequent to incorporation of the comments, if application which can be accessed by the Directors through any, received from the Directors. their hand-held devices, browsers and iPads. This application meets high standards of security that are required for storage The Company adheres to the provisions of the Act read and transmission of Board/Committee Agenda papers. with the Rules issued thereunder, Secretarial Standards and Listing Regulations with respect to convening and holding All material information is circulated to the Directors before the meetings of the Board of Directors, its Committees and the meeting, including minimum information required to the General Meetings of the shareholders of the Company.
146 Annual Report 2020-21 Statutory Reports
The maximum interval between any 2 (two) consecutive is an insignificant portion of their total revenue, thus, Board Meetings was well within the maximum allowed gap of M/s. Shardul Amarchand Mangaldas & Co., is not to be 120 (one hundred and twenty) days. The necessary quorum construed to have any material association with the Company. was present for all the meetings. Board Membership Meeting of Independent Directors The Company believes that a diverse skill set is required to Schedule IV of the Act, Listing Regulations and Secretarial avoid group thinking and to arrive at balanced decisions. Standard - 1 on Meetings of the Board of Directors mandates The Nomination and Remuneration Committee is primarily that the Independent Directors of the Company hold at responsible for formulating the criteria for determining least one meeting in a year, without the attendance of qualifications, positive attributes and independence ofa Non-Independent Directors. Director. It identifies the persons as potential candidates who are qualified to be appointed as Directors and During the financial year 2020-21, 3 (three) separate meetings recommends to the Board their appointment and removal. of the Independent Directors were held on 8th June, 2020, The Board has sufficient breadth of skills in areas of 22nd October, 2020 and 22nd March, 2021. finance, legal, consulting, operations, IT, marketing, general The Independent Directors, inter alia, discussed and reviewed management, supply chain, technology, etc. performance of Non-Independent Directors, the Board as a The Nomination and Remuneration Committee also whole, Chairman of the Company and assessed the quality, recommends to the Board on matters relating to quantity and timeliness of flow of information between the extension or continuation of the term of appointment of Company’s management and the Board that is necessary for Independent Directors on the basis of the performance the Board to effectively and reasonably perform their duties. evaluation of Directors. In addition to formal meetings, frequent interactions outside During the year under review, the Board of Directors the Board Meetings also take place between the Independent based on the recommendations of the Nomination and Directors and with the Chairman, and rest of the Board. Remuneration Committee, approved a Policy on appointment of Independent Director on the Board of Directors of the Non-Executive Directors with materially Company. This Policy, inter alia, lists the process to be significant, pecuniary or business relationship followed for appointment of Independent Directors, criteria with the Company for shortlisting the candidates and critical attributes. Except for the sitting fees and commission payable to the Non-Executive Directors annually in accordance with the Key Board qualifications, expertise and attributes applicable laws and with the approval of the shareholders, The Company is in the business of manufacturing and selling there is no pecuniary or business relationship between the wide range of paints for decorative and industrial use, and Non-Executive Directors and the Company. also offers wall coverings, adhesives and services under our Mrs. Pallavi Shroff, Independent Director of the Company, portfolio. The Company has entered Home Décor segment is the Joint-Managing Partner of M/s. Shardul Amarchand offering lightings, furnishings and furniture along with end Mangaldas & Co., Solicitors & Advocates, which renders to end design to execution services for Décor. The Company professional services to the Company. The quantum of is also present in the Home Improvement business offering fees paid to M/s. Shardul Amarchand Mangaldas & Co. bath and kitchen products.
In terms of requirement of Listing Regulations, the Board has identified the following skills/expertise/competencies of the Directors as given below:
Skill/Expertise/Competency Sales & Marketing: International General Financial skills: Experience in sales Business experience: management/ Understanding the Technical, and marketing Sr. Experience in Governance: financial statements, professional skills Names of the Director(s) management based No. leading businesses Strategic thinking, financial controls, and knowledge on understanding in different decision making and risk management, including legal and of the consumer & geographies/markets project interest of all mergers and regulatory aspects consumer goods around the world stakeholders acquisitions, etc. industry 1. Ashwin Dani ü ü ü ü ü 2. Abhay Vakil ü û ü ü û 3. Manish Choksi ü ü ü ü ü 4. Amit Syngle ü û ü ü ü 5. Malav Dani ü ü ü ü û 6. Amrita Vakil ü û ü ü û
Report on Corporate Governance 147 Asian Paints Limited
Report on Corporate Governance (Contd.)
Skill/Expertise/Competency Sales & Marketing: International General Financial skills: Experience in sales Business experience: management/ Understanding the Technical, and marketing Sr. Experience in Governance: financial statements, professional skills Names of the Director(s) management based No. leading businesses Strategic thinking, financial controls, and knowledge on understanding in different decision making and risk management, including legal and of the consumer & geographies/markets project interest of all mergers and regulatory aspects consumer goods around the world stakeholders acquisitions, etc. industry 7. Jigish Choksi ü û ü û û 8. Deepak Satwalekar ü û ü ü û 9. S. Sivaram û û ü û ü 10. M. K. Sharma ü ü ü ü ü 11. Vibha Paul Rishi ü ü ü ü û 12. R. Seshasayee û ü ü ü û 13. Suresh Narayanan ü ü ü ü û 14. Pallavi Shroff ü ü ü ü ü
Declarations The Company had also issued formal appointment letters The Company has received declarations from the Independent to all the Independent Directors at the time of their Directors that they meet the criteria of Independence appointment in the manner provided under the Act read with laid down under the Act and the Listing Regulations. The the Rules issued thereunder. A sample letter of appointment/ Independent Directors have also confirmed that they have re-appointment containing the terms and conditions, issued registered themselves in the databank of persons offering to to the Independent Directors, is posted on the Company’s become Independent Directors. website at the following link: The Board of Directors, based on the declaration(s) received https://www.asianpaints.com/about-us.html from the Independent Directors, have verified the veracity Based on intimations/disclosures received from the Directors of such disclosures and confirm that the Independent periodically, none of the Directors of the Company hold Directors fulfil the conditions of independence specified in Memberships/Chairmanships more than the prescribed limits. the Listing Regulations and the Act and are independent of the Management of the Company.
Directorship and Membership of Committees and Shareholding of Directors The details of Directorships, relationship, inter-se, shareholding in the Company, number of Directorships and Committee Chairmanships/Memberships held by the Directors of the Company in other public companies as on 31st March, 2021 are as under:
Directorship Membership and Chairmanship No. of shares held Name of Nature of Relationship with Directorship held in other Listed entities in other of the Committees of the in the Company Director(s) Directorship each other along with Category Companies* Board of other Companies** along with % to the paid up share Chairman Member capital of the Company*** #
Ashwin Dani Non-Executive Father of Malav Non-Executive - Non-Independent Director of 2 1 2 11,24,870 Chairman/Promoter Dani Hitech Corporation Limited (0.12%) Manish Choksi Non-Executive Vice Cousin of Jigish - 3 0 2 23,81,040 Chairman/Promoter Choksi (0.25%) Abhay Vakil Non-Executive Uncle of Amrita - 3 1 1 2,32,88,200 Director/Promoter Vakil (2.43%) Amit Syngle Managing Director $ - 0 0 0 600 (0%) & CEO Malav Dani Non-Executive Son of Ashwin Managing Director of Hitech Corporation 2 0 1 33,05,510 Director/Promoter Dani Limited (0.34%) Amrita Vakil Non-Executive Niece of Abhay Non-Executive - Non-Independent Director of 3 0 0 25,66,680 Director/Promoter Vakil Elcid Investments Limited (0.27%) Jigish Choksi Non-Executive Cousin of Manish - 1 0 0 19,95,180 Director/Promoter Choksi (0.21%)
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Directorship Membership and Chairmanship No. of shares held Name of Nature of Relationship with Directorship held in other Listed entities in other of the Committees of the in the Company Director(s) Directorship each other along with Category Companies* Board of other Companies** along with % to the paid up share Chairman Member capital of the Company*** #
Deepak Non-Executive $ Independent Director of Piramal Enterprises 4 1 3 Nil Satwalekar Director/ Limited and Wipro Limited Independent S. Sivaram Non-Executive $ Independent Director of GMM Pfaudler 6 2 2 Nil Director/ Limited, Deepak Nitrite Limited, Apcotex Independent Industries Limited and Supreme Petrochem Limited M. K. Sharma Non-Executive $ Independent Director of Wipro Limited, 6 4 7 Nil Director/ United Spirits Limited and Vedanta Limited Independent Non-Executive - Non-Independent Director in Ambuja Cement Limited Vibha Paul Rishi Non-Executive $ Independent Director of Escorts Limited, 7 2 8 Nil Director/ Tata Chemicals Limited, The Indian Hotels Independent Company Limited and ICICI Prudential Life Insurance Company Limited R. Seshasayee Non-Executive $ - 1 0 1 1,496 (0%) Director/ Independent Suresh Narayanan Non-Executive $ Managing Director of Nestle India Limited 1 0 0 Nil Director/ Independent Pallavi Shroff Non-Executive $ Independent Director of Apollo Tyres 5 0 3 Nil Director/ Limited, Trident Limited, InterGlobe Aviation Independent Limited and PVR Limited Notes: * Excludes directorship in Asian Paints Limited. Also excludes directorship in private companies, foreign companies, companies incorporated under Section 8 of the Act and alternate directorships. ** For the purpose of considering the limit of Committee membership and chairmanship of a Director, membership and chairmanship of Audit Committee and Stakeholders Relationship Committee of public companies have been considered. Also excludes the membership & chairmanship in Asian Paints Limited. *** As per the declarations made to the Company by the Directors as to the shares held in their own name or held jointly as the first holder or held on beneficial basis as the first holder. # The Company has not issued any convertible instruments, hence no such instruments are being held by Non-Executive Directors. $ No inter-se relationship exists between these Directors of the Company.
FAMILIARIZATION PROGRAMME Senior Management. To make these sessions more productive, The Board familiarization program consists of detailed all the documents required and/or sought by them to have induction for all new Independent Directors when they join a good understanding of Company’s operations, businesses the Board of Directors of the Company and ongoing sessions and the industry as a whole are provided in advance. Further, on business strategy, operational and functional matters. they are periodically updated on material changes in regulatory framework and its impact on the Company. The exhaustive induction for Independent Directors enables them to be familiarized with the Company, its history, values The Company also arranges for visits to the Company’s and purpose. The Managing Director & CEO also makes Plants to enable them to get first hand understanding presentations in order to facilitate clear understanding of of the processes. the business of the Company and the environment in which Further, an information pack is handed over to the new the Company operates. Director(s) on the Board, which includes, Company profile, In Board meetings, discussions on business strategy, Company’s Codes and Policies, Strategy documents and such operational and functional matters provide good insights on other operational information which will enable them to the businesses carried on by the Company to the Independent discharge their duties in a better way. Directors. These sessions also involve interactions with
Report on Corporate Governance 149 Asian Paints Limited
Report on Corporate Governance (Contd.)
The details of such familiarization programmes for During the year, all recommendations of the Committees Independent Director(s) are put up on the website of the of the Board which were mandatorily required have been Company and can be accessed through the following link: accepted by the Board. https://www.asianpaints.com/more/investors/policies- The terms of reference of the Committees are in line with the programs.html provisions of the Listing Regulations, the Act and the Rules issued thereunder. COMMITTEES OF THE BOARD The Board Committees play a crucial role in the governance The Company currently has 7 (seven) Committees of structure of the Company and have been constituted to the Board, namely, Audit Committee, Stakeholders deal with specific areas/activities as mandated by applicable Relationship Committee, Nomination and Remuneration regulations, which concern the Company and need a closer Committee, Corporate Social Responsibility Committee, review. The Chairman of the respective Committee(s) brief Risk Management Committee, Investment Committee and the Board about the summary of the discussions held in Shareholders Committee. the Committee Meetings. The minutes of the meetings During the year under review, the composition of the of all Committees are placed before the Board for review. Committees of the Board was suitably reconstituted by The Board Committees request special invitees to join the rotating existing members who had served for long years on meeting, as and when appropriate. the Committees to encourage fresh thinking and perspective. AUDIT COMMITTEE The Audit Committee met 6 (six) times during the financial year 2020-21. The composition of the Audit Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the members of the Committee during the financial year 2020-21 is detailed below:
Meeting date(s) Name of Director(s) Nature of membership 22nd June, 23rd July, 21st October, 22nd December, 20th January, 29th March, 2020 2020 2020 2020 2021 2021 M. K. Sharma Chairman R. Seshasayee Member Abhay Vakil Member Suresh Narayanan* Member NA NA NA NA Deepak Satwalekar* Member NA NA
Present through video-conference * Mr. Suresh Narayanan ceased to be a Member of the Committee with effect from th7 September, 2020 and Mr. Deepak Satwalekar was appointed as a Member of the Committee on the same day.
Mr. R. J. Jeyamurugan acts as Secretary to the Committee. The Audit Committee is, inter alia, entrusted with the following responsibilities by the Board of Directors of the Company: The Audit Committee meets the Statutory Auditors and the Chief Internal Auditor independently without the presence 1. Overseeing the Company’s financial reporting process of any members of the management at least once in a year. and the disclosure of its financial information to The members of the Audit Committee are financially literate ensure that the financial statements are correct, and have relevant experience in financial management. sufficient and credible; In addition to the quarterly meetings for consideration 2. Reviewing with the management quarterly, of financial results, the Committee meets twice a year half-yearly, nine-months and annual financial to exclusively review the related party transactions and statements, standalone as well as consolidated, before the key internal audit observations. The meetings of the submission to the Board for approval; Audit Committee are also attended by the Managing 3. Reviewing the Management Discussion and Analysis of Director & CEO, Statutory and Internal Auditors and CFO & the financial condition and results of operations; Company Secretary. 4. Reviewing, with the management, the annual financial The terms of reference of the Audit Committee are statements and auditor’s report thereon before formulated in accordance with the regulatory requirements submission to the Board for approval; mandated by the Act and Listing Regulations.
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5. Recommending the appointment, remuneration, 8. Reviewing, approving or subsequently modifying terms of appointment and scope of Statutory Auditors transactions of the Company with related parties; and of the Company and approval for payment towards 9. Review compliance with provisions of Securities any other service; Exchange Board of India (Prevention of Insider Trading) 6. Reviewing and monitoring the auditor’s independence Regulation, 2015 (including any amendment(s) or and performance and effectiveness of audit process; modification(s) from time to time) at least once ina financial year and verify that the systems for internal 7. Reviewing the adequacy of internal audit function and controls for ensuring compliance to these Regulations, discussing with the internal auditors on the significant are adequate and are operating effectively. findings and further course adopted;
NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee of the Board of Directors of the Company met 5 (five) times during the financial year 2020-21 to discuss and deliberate on various matters. The composition of the Nomination and Remuneration Committee along with the details of the meetings held and attended by the members of the Committee during the financial year 2020-21 is detailed below:
Meeting date(s) Name of Director(s) Nature of membership 8th June, 2020 22nd July, 2020 15th October, 2020 14th January, 2021 9th March, 2021 Suresh Narayanan* Chairman NA NA Deepak Satwalekar* Chairman NA NA NA M. K. Sharma Member Manish Choksi Member
Present through video-conference * Mr. Deepak Satwalekar ceased to be Member & Chairman of the Committee w.e.f. 7th September, 2020 and Mr. Suresh Narayanan was appointed in his place as the Chairman & Member of the Committee on the same day.
Mr. R. J. Jeyamurugan acts as Secretary to the Committee. review the terms of appointment of Independent Directors on the basis of the report of performance During the year under review, the Board of Directors revised evaluation of the Independent Directors; the terms of reference of the Committee to include the role to be played by the Committee as an Administration 6. Reviewing and recommending to the Board, the and Compensation Committee in accordance with SEBI remuneration, payable to Directors of the Company; (Share Based Employee Benefit) Regulations, 2014, subject 7. Recommend to the Board all remuneration, in whatever to approval of the shareholders to the Employee Stock form, payable to Senior Management; Option Plan 2021. 8. Play the role of Compensation Committee and to act as The Nomination and Remuneration Committee is, inter alia, an administrator to any of the Employees’ Stock Option entrusted with the following responsibility by the Board of Schemes (as may be notified from time to time); and Directors of the Company: 9. Undertake any other matters as the Board may decide 1. Formulate a criterion for determining qualifications, from time to time. positive attributes and independence of a director; SUCCESSION PLANNING 2. Recommend to the Board a policy, relating to the The Company believes that sound succession plans for the remuneration of the Directors, Key Managerial Board members and senior leadership are very important for Personnel and other employees; creating a robust future for the Company. The Nomination and 3. Devise a policy on Board Diversity; Remuneration Committee plays a pivotal role in identifying successors to the members of the Senior Management. 4. Identify persons who are qualified to become directors and who may be appointed in senior management in During the year under review, the Nomination and accordance with the criteria laid down and recommend Remuneration Committee spent substantial time with the to the Board their appointment and removal; Managing Director & CEO on succession planning exercise. The succession plan was closely aligned with the strategy and 5. Specify methodology for effective evaluation of long term needs of the Company. performance of Board/committees of the Board and
Report on Corporate Governance 151 Asian Paints Limited
Report on Corporate Governance (Contd.)
NOMINATION AND REMUNERATION POLICY iii. Remuneration to Non-Executive Directors: The The Nomination and Remuneration Policy of the Company, Nomination and Remuneration Committee inter alia, provides that the Nomination and Remuneration shall recommend to the Board for its approval, Committee shall formulate the criteria for appointment of commission payable to the Non-Executive Directors on the Board of the Company and persons holding Directors, including Independent Directors, Senior Management positions in the Company, including after reviewing payments made by similar their remuneration and other matters as provided under sized, successful companies. The Nomination Section 178 of the Act and Listing Regulations. and Remuneration Committee considers and recommends commission payable to Directors In accordance with the Policy, the responsibilities of after taking into account their contribution to Nomination and Remuneration Committee, inter alia, include: the decision making at meetings of the Board/ 1. Formulation of criteria and its review on an ongoing Committees, participation and time spent as basis, for determining qualifications, skills, expertise, well as providing strategic inputs and supporting qualities, positive attributes required to be a Director, the highest level of Corporate Governance and based on the qualities, including independence for Board effectiveness. Independent Directors, and such expertise which may iv. Remuneration to other employees: Focus on be beneficial for the Company and essential for itto productivity and pay for performance have operate in changing business environment. Identification been the cornerstone of the Company’s overall of persons as potential candidates, who are qualified remuneration policy. The Company regularly to be appointed as Directors and recommend their benchmarks the compensation levels and re-appointment, if any, to the Board after taking into employee benefits in the market and makes consideration the performance of a Director. necessary changes to remain consistent with the 2. The Nomination and Remuneration Committee, inter alia, industry standards. The Committee shall review the has been entrusted with the responsibility of evaluating Company’s policy on performance management the performance of every Director, Committees of the and rewards for employees from time to time. The Board and the Board. The Committee also evaluates remuneration structure of employees is designed the performance of Managing Director against the on principles of fairness, transparency and internal Key Performance Indicators set at the beginning of the and external parity and involves an optimum financial year. balance of fixed and variable components. 3. Remuneration of Directors, Senior Management and During the year under review, the Board of Directors other employees: updated the Nomination and Remuneration Policy to bring it in line with the organisational changes and to i. Compensation to Managing Director or include enabling provisions for compliance under the Executive Director: The Committee shall approve Securities and Exchange Board of India (Share Based compensation package of the Managing Director Employee Benefit) Regulations, 2014. or Executive Director(s). The Committee ensures that the compensation packages are in accordance The Nomination and Remuneration Policy of the with applicable law, in line with the Company’s Company has been uploaded on the Company’s website objectives, shareholders’ interests, with industry and can be accessed at: standards and have an adequate balance between https://www.asianpaints.com/more/investors/ fixed and variable component, subject to policies-programs.html. approval of the Board. ii. Compensation to Senior Management: The Details of remuneration paid to Directors during Nomination and Remuneration Committee shall the financial year 2020-21: review performance of the Senior Management The shareholders of the Company at their Annual General of the Company (which includes Key Managerial Meeting held on 26th June, 2014, approved a sum of not Personnel), as presented by the Managing exceeding 1% of the net profits of the Company, per annum Director & CEO. The Committee shall ensure that calculated in accordance with Section 198 of Companies Act, the remuneration to the Senior Management 2013, to be paid to Non-Executive Directors in a manner as involves a balance between fixed and incentive decided by the Board. pay reflecting short and long term performance For the financial year 2020-21, all the Non-Executive Directors objectives appropriate to the working of the of the Company are paid ` 50,000 (Rupees fifty thousand Company and its goals. only) as sittings fees for attending meetings of the Board/ Audit Committee and ` 30,000 (Rupees thirty thousand only)
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for attending meetings of other Committees except Shareholders Committee for which no sitting fees is paid. Independent Directors are paid ` 30,000 (Rupees thirty thousand only) for the separate meeting of Independent Directors. Details of the remuneration of the Directors of the Company for the financial year 2020-21 are as follows:
(Amount in `)
Name of Director(s) Basic Salary Perquisites Sitting Fees Commission Total
Ashwin Dani - 7,35,000# 3,50,000 42,00,000 52,85,000
Manish Choksi - - 5,60,000 38,00,000 43,60,000
Abhay Vakil - 7,20,000# 7,10,000 34,00,000 48,30,000
Amit Syngle^$ 2,75,00,000 3,08,59,592 - 4,58,00,000 10,41,59,592
Malav Dani - - 5,30,000 36,00,000 41,30,000
Amrita Vakil - - 5,60,000 34,00,000 39,60,000
Jigish Choksi - - 4,40,000 34,00,000 38,40,000
Deepak Satwalekar - - 8,50,000 34,00,000 42,50,000
S. Sivaram - - 5,30,000 36,00,000 41,30,000
M. K. Sharma - - 8,90,000 40,00,000 48,90,000
Vibha Paul Rishi - - 6,20,000 34,00,000 40,20,000
R. Seshasayee - - 8,90,000 36,00,000 44,90,000
Suresh Narayanan - - 6,90,000 38,00,000 44,90,000
Pallavi Shroff - - 3,50,000 34,00,000 37,50,000
Notes: The Company has not granted stock options to any of its Directors during the FY 2020-21, however, the Company has devised Employees Stock Option Plan which would be applicable from the FY 2020-21 onwards, subject to approval of the shareholders at the ensuing AGM. # Represents retiral benefits like pension and medical reimbursement as per their contracts entered with the Company in their erstwhile capacity as Executive Directors which ended on 31st March, 2009. ^ The remuneration paid to Mr. Amit Syngle, Managing Director & CEO, for the financial year 2020-21, excludes` 2.47 crores (Rupees two crores and forty seven lakhs) worth of Stock Options which would be granted in accordance with the 2021 ESOP Plan, subject to approval of the shareholders of the Company. The stock options would vest after fulfillment of vesting conditions in accordance with the 2021 Plan. $ Services of the Managing Director may be terminated by either party, giving the other party six months’ notice or the Company paying six months’ basic salary in lieu thereof. There is no separate provision for payment of severance pay. PERFORMANCE EVALUATION of flow of information between the Company management In terms of the requirement of the Act and the Listing and the Board that is necessary for the Board to effectively Regulations, an annual performance evaluation of the Board and reasonably perform their duties. is undertaken where the Board formally assesses its own During the year under review, the Board in consultation performance with the aim to improve the effectiveness of with the Nomination and Remuneration Committee had the Board and the Committees. engaged M/s. Egon Zehnder, a leadership advisory firm on The Company has a structured assessment process for board matters, to conduct a review of the engagement of evaluation of performance of the Board, Committees of the Board, its Committees and Directors for FY 2020-21. the Board and individual performance of each Director The outcome of the engagement review process focused including the Chairman. on Board dynamics and softer aspects. The process involved a questionnaire-based approach followed by independent The Independent Directors at their separate meeting one on one discussions with all Board members. The Board reviewed the performance of: Non-Independent Directors evaluation process was completed for FY 2020-21. The and the Board as a whole, Chairman of the Company after outcome of the engagement review was presented to the taking into account the views of Executive Directors and Nomination and Remuneration Committee and the Board of Non-Executive Directors, the quality, quantity and timeliness Directors of the Company.
Report on Corporate Governance 153 Asian Paints Limited
Report on Corporate Governance (Contd.)
The overall performance evaluation exercise was completed Meeting date(s) Name of Nature of to the satisfaction of the Board. The Board of Directors 5th June, 21st October, 29th March, Director(s) membership deliberated on the outcome and agreed to take necessary 2020 2020 2021 steps going forward. R. Seshasayee Chairman Amrita Vakil Member Board and Individual Directors The parameters for performance evaluation of Board includes Jigish Choksi Member composition of Board, process for appointment to the Amit Syngle Member Board, succession planning, handling critical and dissenting suggestions, attention to Company’s long term strategy, Present through video-conference evaluation of the governance levels of the Company, quality Mr. R. J. Jeyamurugan acts as Secretary to the Committee. of discussions at the meeting, etc. Mr. R. J. Jeyamurugan, CFO & Company Secretary, is the Compliance Officer in accordance with Regulation 6 of the The parameters of the performance evaluation process Listing Regulations. Mr. Jeyamurugan is a Company Secretary for Directors, inter alia, includes, effective participation & Chartered Accountant. in meetings of the Board, understanding of the roles and The terms of reference of the Stakeholders Relationship responsibilities, domain knowledge, attendance of Director(s), Committee, as approved by the Board and amended from etc. Independent Directors were evaluated by the entire time to time, includes the following: Board with respect to fulfillment of independence criteria 1. Resolving the grievances of the security holders of the as specified in the Listing Regulations and the Act and their listed entity including complaints related to transfer/ Independence from the Management. Additional criteria transmission of shares, non-receipt of annual report, for evaluation of Chairman of the Board includes ability to non-receipt of declared dividends, issue of new/ co-ordinate Board discussions, steering the meeting duplicate certificates, general meetings, etc.; effectively, seeking views and dealing with dissent, etc. 2. Review of measures taken for effective exercise of The outcome of survey and feedback from Directors & voting rights by shareholders; consultation firm was discussed at the respective meetings 3. Review of adherence to the service standards adopted of Board and the Committees of Board. by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent; and Managing Director & CEO 4. Review of the various measures and initiatives taken by The Nomination and Remuneration Committee evaluates the listed entity for reducing the quantum of unclaimed the performance of the Managing Director & CEO by dividends and ensuring timely receipt of dividend setting his Key Performance Objectives at the beginning warrants/annual reports/statutory notices by the shareholders of the Company. of each financial year. The Committee ensures that his Key Performance Objectives are aligned with the immediate Details relating to the number of complaints received and long-term goals of the Company. The performance of and redressed during the financial year 2020-21 as on 31st March, 2021 are as under: Managing Director vis-à-vis the Performance Objectives/ Parameters set at the beginning of the financial year are also Number of Number of Number of reviewed by the Committee during the year. Nature of Complaints complaints complaints Pending received redressed complaints Committees of the Board Non-Receipt of Dividends 5 5 0 The performance evaluation of Committee(s) included Non-Receipt of Annual Report 0 0 0 aspects like degree of fulfillment of key responsibilities Dematerialization of Securities 0 0 0 as outlined by the Charter of the committee, adequacy of Others 10 10 0 Committee composition, effectiveness of discussions at Total 15 15 0 the Committee meetings, quality of deliberations at the Notes: meetings and information provided to the Committee(s). 1. 1 (one) complaint outstanding as on 31st March, 2020, was redressed STAKEHOLDERS RELATIONSHIP COMMITTEE during the financial year 2020-21. The composition of the Stakeholders Relationship 2. Nature of complaints in the category “Others” includes updation Committee of the Board of Directors of the Company along of email id, change in signature and address, transfer of shares, with the details of the meetings held and attended by non-receipt of split shares, transmission of shares and issue of the members of the Committee during the financial year duplicate shares, TDS on dividend, IEPF related, etc. 2020-21 is detailed below: 3. M/s. TSR Darashaw Consultants Private Limited (TSR), is the Registrar and Transfer Agent of the Company. The management on an on-going basis engages with TSR in order to address the requests received from the shareholders, resolving their grievances, etc.
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CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE The composition of the CSR Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the members of the Committee during the financial year 2020-21 is detailed below:
Meeting date(s) Name of Director(s) Nature of membership 22nd June, 2020 14th October, 2020 15th January, 2021 26th March, 2021 Malav Dani Chairman Vibha Paul Rishi Member Amrita Vakil Member Deepak Satwalekar* Member NA Amit Syngle Member
Present through video-conference * Mr. Deepak Satwalekar was appointed as a Member of the Committee with effect from th7 September, 2020.
Mr. R. J. Jeyamurugan acts as Secretary to the Committee. The terms of reference of the Shareholders Committee, as approved by the Board and amended from time to time, The meetings of the CSR Committee are also attended by includes the following: members of the CSR Council of the Company as invitees. 1. To issue share certificates pursuant to duplicate/remat/ The terms of reference of CSR Committee as approved by the renewal requests as and when received by the Company; Board and amended from time to time, includes the following: 2. To approve the register of members as on the record 1. Recommend the amount of expenditure to be incurred date(s) and/or book closure date(s) for receiving on the activities; dividends and other corporate benefits; 3. To review correspondence with the shareholders 2. Monitor implementation and adherence to the CSR vis-à-vis legal cases and take appropriate decisions Policy of the Company from time to time; in that regard; 3. Prepare a transparent monitoring mechanism 4. To authorise affixing of the Common Seal of the for ensuring implementation of the projects/ Company from time to time on any deed or other programmes/activities proposed to be undertaken by instrument requiring authentication by or on behalf of the Company; and the Company; and 4. Such other activities as the Board of Directors may 5. Such other activities as the Board of Directors may determine from time to time. determine from time to time. Further, the Board of Directors of the Company have The details of the CSR initiatives as per the CSR Policy of the delegated the authority to approve the transfer, Company forms part of the CSR Section in the Annual Report. transmission, dematerialization of shares, etc., to any two The CSR Policy of the Company has been uploaded on the members, jointly, of the Shareholders Committee including Company’s website and can be accessed at: https://www. the Company Secretary. asianpaints.com/more/about-us.html. RISK MANAGEMENT COMMITTEE SHAREHOLDERS COMMITTEE The composition of the Risk Management Committee of the The composition of the Shareholders Committee of the Board of Directors of the Company along with the details Company along with the details of the meetings held and of the meetings held and attended by the members of the attended by the Members of the Committee during the Committee during the financial year 2020-21 is detailed below: financial year 2020-21 is detailed below: Meeting date(s) Name of Nature of th th th Name of Director(s) Nature of membership 29 30 15 Director(s) membership May, October, February, Abhay Vakil Chairman 2020 2020 2021 Ashwin Dani Member S. Sivaram Chairman Manish Choksi Member Pallavi Shroff Member Absent Amit Syngle Member Amit Syngle Member R. J. Jeyamurugan Member P. Sriram Member Vibha Paul Rishi* Member NA Note: Present through video-conference No meetings were held during the year, the requisite approvals of the Committee were sought through Circular Resolution. * Mrs. Vibha Paul Rishi was appointed as a Member of the Committee with effect from th7 September, 2020. Mr. R. J. Jeyamurugan also acts as a Secretary to Mr. R. J. Jeyamurugan acts as Secretary to the Committee. the Committee.
Report on Corporate Governance 155 Asian Paints Limited
Report on Corporate Governance (Contd.)
The Risk Management Committee is responsible for oversight 5. Ensure adequacy of risk management practices on overall risk management processes of the Company and in the Company. to ensure that key strategic and business risks are identified The Risk Management Policy formulated by the Risk and addressed by the management. Management Committee, articulates the Company’s The terms of reference of the Risk Management Committee, approach to address uncertainties in its endeavors to achieve as approved by the Board and amended from time to time, its stated and implicit objectives. It prescribes the roles and includes the following: responsibilities of various stakeholders within the Company, the structure for managing risks and framework with respect 1. Framing a risk management policy; to Risk Management and the Internal Financial Controls 2. Identify Company’s risk appetite set for various comprehensively address the key strategic/business risks, elements of risk; information technology, financial, cyber security risks and operational risks respectively. 3. Review the risk management practices and structures and recommend changes to ensure their adequacy INVESTMENT COMMITTEE including but not limited to cyber security During the year under review, the Board of Directors and related risks; constituted an Investment Committee comprising of Non-Executive Directors and the Managing Director & CEO, 4. Approve and review the risk treatment plans put in with an objective to focus and report to the Board on areas of place by management; and strategic focus and significance for the Company.
The details of the meetings held and attended by the members of the Committee during the financial year 2020-21 is detailed below:
Nature of Meeting date(s) Name of Director(s) membership 19th October, 2020 22nd February, 2021 R. Seshasayee Chairman Deepak Satwalekar Member Suresh Narayanan Member Manish Choksi Member Abhay Vakil Member Malav Dani Member Amit Syngle Member
Present through video-conference Mr. R. J. Jeyamurugan acts as a permanent invitee and Secretary to the Committee.
The terms of reference of the Investment Committee, Director & CEO. Futuristic and Innovation projects across inter alia, includes to review and evaluate proposals for functions and businesses are handled by the One Link investment (including acquisitions), divestments, strategic group. The Steering Council comprises of the Associate Vice alliances/technological tie ups, capital expenditure that may Presidents, Vice Presidents and Managing Director & CEO. be proposed by the Management based on strategic plans CEO/CFO CERTIFICATION of the Company or its subsidiaries and make appropriate As required under Regulation 17 of the Listing Regulations, recommendations to the Board of Directors of the Company. the CEO/CFO certificate for the financial year 2020-21 signed It is also responsible to review the post transaction by Mr. Amit Syngle, Managing Director & CEO and Mr. R. J. completion and integration processes, and review if the Jeyamurugan, CFO & Company Secretary, was placed before status is in line with the plans for acquisitions/strategical the Board of Directors of the Company at their meeting alliances/technological tie ups. held on 12th May, 2021 and is annexed to this Report MANAGEMENT as Annexure [B]. The Management structure of the Company comprises of the COMPLIANCE CERTIFICATE ON CORPORATE Managing Director & CEO and the members of the Steering GOVERNANCE Council and One Link group. As required by Schedule V of the Listing Regulations, the One Link group comprising of General Managers, Associate Auditors Certificate on Corporate Governance is annexed to Vice Presidents and Vice Presidents, led by the Managing this Report as Annexure [C].
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GENERAL BODY MEETINGS Details of last three AGM and the summary of Special Resolution(s) passed therein, if any, are as under:
Financial Year(s) Date Time Location Special Resolution(s) passed
2019-20 5th August, 2020 2.00 p.m. Conducted through Video Conferencing/Other Audio Continuation of the directorship of Visual Means. Deemed location is the Registered Office Mr. Ashwin Dani (DIN: 00009126) of the Company at 6A, Shantinagar, Santacruz (East), as a Non-Executive Director of Mumbai - 400 055 the Company 2018-19 27th June, 2019 11.00 a.m. Patkar Hall, Nathibai Thackersay Road, New Marine Lines, NIL Mumbai - 400 020 2017-18 26th June, 2018 11.00 a.m. Yashwantrao Chavan Pratisthan Auditorium, NIL Y. B. Chavan Centre, General Jagannath Bhosle Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021 No Special Resolution was passed through Postal Ballot during financial year 2020-21. Further, no Special Resolution is proposed to be passed through Postal Ballot as on the date of this Report.
OTHER DISCLOSURES website and can be accessed at the following link: 1. The Company has complied with the requirements https://www.asianpaints.com/more/investors/ specified in Regulation 17 to 27 and Clauses (b) policies-programs.html. to (i) of sub-regulation (2) of Regulation 46 of the There are no materially significant Related Party Listing Regulations. Transactions of the Company which have potential 2. Related Party Transactions: conflict with the interests of the Company at large. All transaction entered into by the Company with The details of remuneration paid to the employees related parties, during the financial year 2020-21, were of the Company, who are relatives of directors, as on in ordinary course of business and on arm’s length basis. 31st March, 2021 is as under: The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of Name of the Nature of relationship Remuneration this Annual Report. Employee with Director(s) (`) Also, the Related Party Transactions undertaken by the Varun Vakil Relative of Amrita Vakil 64,44,595 Company were in compliance with the provisions set out In terms of Section 177 and other applicable provisions, in the Act read with the Rules issued thereunder and if any, of the Act read with the Rules issued thereunder relevant provisions of the Listing Regulations. and the Listing Regulations, the appointment and remuneration payable to the aforesaid is approved The Company has formulated a framework for Related by the Audit Committee and noted by the Board of Party Transactions which is followed for identifying, Directors of the Company and is at arm’s length and in entering into and monitoring related party transactions. ordinary course of business of the Company. The deviations, if any, to the said process have been brought to the attention of Audit Committee suitably. 3. Vigil Mechanism and Whistle Blower Policy: The Audit Committee reviews at least on a quarterly The Company is committed to highest standards of basis, the details of related party transactions entered ethical, moral and legal business conduct. Accordingly, into by the Company pursuant to each of the omnibus the Company has adopted a Whistle Blower Policy and approval granted. an effective Vigil Mechanism system to provide a formal mechanism to its Directors, Employees and Business The Audit Committee, during the financial year Associates to voice concerns in a responsible and 2020-21, has approved Related Party Transactions effective manner regarding suspected unethical matters along with granting omnibus approval in line with the involving serious malpractice, abuse or wrongdoing Policy on dealing with and materiality of Related Party within the organization and also safeguards against Transactions and the applicable provisions of the Act victimization of Directors/Employees and Business read with the Rules issued thereunder and the Listing Associates who avail of the mechanism. Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The scope of the vigil mechanism enables employees, Directors and other stakeholders to report on any cases The Policy on dealing with materiality of Related of leakage of unpublished price sensitive information Party Transactions has been placed on the Company’s
Report on Corporate Governance 157 Asian Paints Limited
Report on Corporate Governance (Contd.)
and consequent non-compliance with SEBI (Prohibition iii. Half-yearly financial results of the Company of Insider Trading) Regulations, 2015 (“SEBI Insider including summary of the significant events for Trading Regulations”). In accordance with the Policy, the period ended 30th September, are sent to all an Ethics Committee has been constituted comprising shareholders of the Company. The soft copy of of the Managing Director & CEO, the CFO & Company quarterly results is also sent to the shareholders Secretary and the Vice President – Human Resources for who have registered their email addresses with receiving and investigating all complaints and Protected the Company. The Company discusses with the Disclosures under this policy. Employees of the Company Institutional Investors and Equity Analysts on the or business associates can make Protected Disclosures Company’s performance on a periodic basis and to the Ethics Committee through the Asian Paints Ethics presentations, if any, made during such meetings Hotline (toll free number/web reporting facility) and/ and calls are also available on the website or any other written or oral means of communication. of the Company. The Employees/Directors and Business Associates may, iv. During the year under review, there is no audit in exceptional cases, approach directly the Chairperson qualification on the Company’s financial statements. of the Audit Committee of the Board of Directors of the The Company continues to adopt best practices to Company for registering complaints. ensure regime of unmodified audit opinion. Any incidents that are reported are investigated v. The Chief Internal Auditor reports to the Audit and suitable action is taken in line with the Committee of the Company. He participates in the Whistle Blower Policy. meetings of the Audit Committee of the Board of No personnel were denied access to the Audit Directors of the Company and presents his internal Committee of the Company with regards to the above. audit observations to the Audit Committee. 4. In accordance with the provisions of Regulation 26(6) of 7. Subsidiary Companies: the Listing Regulations, the Key Managerial Personnel, The Company does not have any material subsidiary Director(s), Promoter(s) and Employees including Senior Company in terms of Regulation 16 of the Listing Management Personnel of the Company have affirmed Regulations. The synopsis of the minutes of the Board that they have not entered into any agreement for meetings of the subsidiary companies are placed at themselves or on behalf of any other person, with the Board meeting of the Company on quarterly basis. any shareholder or any other third party with regard The Audit Committee reviews the financial statements to compensation or profit sharing in connection with including investments by the unlisted subsidiaries dealings in the securities of the Company. of the Company. 5. The Company has complied with all the requirements The Management of the unlisted subsidiary periodically of the Stock Exchange(s) and SEBI on matters relating brings to the notice of the Board of Directors of the to Capital Markets. There were no penalties imposed or Company, a statement of all significant transactions and strictures passed against the Company by SEBI, stock arrangements entered into by unlisted subsidiary, if any. exchange(s) on which the shares of the Company are listed or any statutory authority in this regard, during The Policy for determining material subsidiaries has the last 3 (three) years. been uploaded and can be accessed on the Company’s website at the following link: https://www.asianpaints. 6. Details of compliance with mandatory requirements com/more/investors/policies-programs.html. and adoption of the non-mandatory requirements: 8. Website: The Company has complied with all the mandatory requirements of the Listing Regulations relating to The Company ensures dissemination of applicable Corporate Governance. information under Regulation 46(2) of the Listing Regulations on the Company’s website at Non-Mandatory Requirements www.asianpaints.com. There is a separate section on i. The Non-Executive Chairman of the Company has ‘Investors’ on the website of the Company containing been provided with a Chairman’s Office at the details relating to the financial results declared by the Registered Office of the Company. Company, annual reports, presentations made by the Company to investors, press releases, shareholding ii. The Chairman of the Board is a Non-Executive patterns and such other material information which is Director and his position is separate from that of relevant to shareholders. the Managing Director & CEO.
158 Annual Report 2020-21 Statutory Reports
9. Details of preferential allotment or qualified institutional 13. Disclosure of Pending Cases/Instances of placement as specified under Regulation 32(7A) of the Non-Compliance: Listing Regulations: There were no non-compliances by the Company and The Company has not raised funds through preferential no instances of penalties or strictures were imposed allotment or Qualified Institutional Placement. on the Company by the Stock Exchanges or SEBI or any 10. Secretarial Compliance Report: other Statutory Authority on any matter related to the capital market during the last three years. SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24A The Company has been impleaded in certain legal cases of the Listing Regulations, directed listed entities to related to disputes over title to shares arising in the conduct Annual Secretarial Compliance Audit from a ordinary course of share transfer operations. However, Practicing Company Secretary of all applicable SEBI none of these cases are material in nature, which may Regulations and circulars/guidelines issued thereunder. lead to material loss or expenditure to the Company. The said Secretarial Compliance Report is in addition 14. Disclosure relating to Sexual Harassment of to the Secretarial Audit Report by Practicing Company Secretaries under Form MR-3 and is required to be Women at Workplace (Prevention, Prohibition and submitted to Stock Exchanges within 60 days of the end Redressal) Act, 2013: of the financial year. The Company is committed to ensuring that all The Company has engaged the services of employees work in an environment that not only Dr. K. R. Chandratre (CP No. 5144), Practicing Company promotes diversity and equality but also mutual trust, Secretary and Secretarial Auditor of the Company for equal opportunity and respect for human rights. The providing this certification. Company has formulated a Policy on Prevention of Sexual Harassment in accordance with the provisions The Company is publishing the said Secretarial of the Sexual Harassment of Women at Workplace Compliance Report, on voluntary basis and the same has (Prevention, Prohibition and Redressal) Act, 2013 and been annexed as Annexure [B-2] to the Board’s Report the Rules made thereunder which is aimed at providing forming part of this Annual Report. every woman at the workplace a safe, secure and 11. Certificate from Practicing Company Secretary: dignified work environment. Certificate as required under Part C of Schedule Vof The Company has in place an effective mechanism for the Listing Regulations, received from Ms. Kumudini dealing with complaints relating to sexual harassment Bhalerao (CP No. 6690), Partner of M/s. Makarand M. at workplace. The details relating to the number of Joshi & Co., Practicing Company Secretaries, that none complaints received and disposed of during the financial of the Directors on the Board of the Company have year 2020-21 are as under: been debarred or disqualified from being appointed or continuing as directors of the Company by the Number of complaints filed during the financial year: 1 Securities and Exchange Board of India/Ministry of Number of complaints disposed of during the financial Corporate Affairs or any such statutory authority was year: 2 (one complaint carried forward from FY 2019-20) placed before the Board of Directors at their meeting held on 12th May, 2021 and is set out as Annexure [A] Number of complaints pending as on end of the to this Report. financial year: Nil 12. Total fees paid to Statutory Auditors of the Company: 15. Code of Conduct: Total fees of ` 3,65,46,145 (Rupees three crores sixty The Company has adopted a Code of Conduct for all five lakhs forty six thousand one hundred and forty five employees and for members of the Board and Senior only) for financial year 2020-21, for all services, was paid Management Personnel. The Company through its by the Company and its subsidiaries, on a consolidated Code of Conduct provides guiding principles of conduct basis, to M/s. Deloitte Haskins & Sells LLP, Chartered to promote ethical conduct of business, confirms to Accountant, Statutory Auditor and all entities in the equitable treatment of all stakeholders, and to avoid network firm/network entity of which the Statutory practices like bribery, corruption and anti-competitive Auditor is a part. practices. Employees are mandated to undergo video based training modules and case studies embodying
Report on Corporate Governance 159 Asian Paints Limited
Report on Corporate Governance (Contd.)
real-life examples upon joining the organization as a said non-compliances are promptly intimated to Stock part of their induction and annually as a part of periodic Exchanges in the prescribed format and penalty, if any is refresher trainings for all employees. being directly deposited by the Designated Person with SEBI’s Investor Protection and Education Fund. All members of the Board and Senior Management Personnel have affirmed compliance with the Code The Board have also formulated a Policy for of Conduct for Board and Senior Management for the determination of ‘legitimate purposes’ as a part of financial year 2020-21. The declaration to this effect the Code of Fair Disclosure and Conduct as per the signed by Mr. Amit Syngle, Managing Director & CEO of requirements of the SEBI Insider Trading Regulations. the Company is annexed to this report as Annexure [B]. The Prevention of Insider Trading Code and Code of The Code of Conduct for employees and the Board and Fair Disclosure and Conduct have been uploaded on Senior Management has clear policy and guidelines for website of the Company and can be accessed through avoiding and disclosing actual or potential conflict of the following link: interest with the Company, if any. https://www.asianpaints.com/more/investors/ 16. Code of Conduct to Regulate, Monitor and Report policies-programs.html. Trading by Designated Persons: 17. None of the Independent Directors of the Company The Company has adopted a Code of Conduct to have resigned before the expiry of their tenure. Thus, Regulate, Monitor and Report trading by Designated disclosure of detailed reasons for their resignation Persons (Prevention of Insider Trading Code) under along with their confirmation that there are no SEBI Insider Trading Regulations. In accordance with material reasons, other than those provided by them is the SEBI Insider Trading Regulations, the Company has not applicable. established systems and procedures to prohibit insider MEANS OF COMMUNICATION trading activity. The Company promptly discloses information on material The Prevention of Insider Trading Code is suitably corporate developments and other events as required under amended, from time to time to incorporate the the Listing Regulations. Such timely disclosures indicate the amendments carried out by SEBI to SEBI Insider good corporate governance practices of the Company. For this Trading Regulations. purposes, it provides multiple channels of communications through dissemination of information on the online portal of The declarations and disclosures to be received from the Stock Exchanges, Press Releases, the Annual Reports and the Designated Persons (except Directors, Promoter(s) by placing relevant information on its website. and Promoter(s) group) are automated. The Company has a portal under which disclosure/declarations/ a) Publication of financial results: undertakings are given by Designated Persons as Quarterly, half-yearly and annual financial results of required under the Prevention of Insider Trading Code. the Company are published in leading English and The digital database as required under SEBI Insider Marathi language newspaper, viz., all India editions of Trading Regulations is also maintained on the said portal. Economic Times, Mumbai editions of Free Press Journal The Compliance Officer and the management and Navshakti newspapers and Maharashtra edition of conducted several trainings and workshops with the Maharashtra Times. Designated Person(s) to create awareness on various aspects of the Prevention of Insider Trading Code and b) Website and News Releases: the SEBI Insider Trading Regulations and to ensure In compliance with Regulation 46 of the Listing that the internal controls are adequate and effective Regulations, a separate dedicated section under to ensure compliance. A digital campaign was also ‘Investors’ on the Company’s website gives information conducted during the year which aimed at sensitizing on various announcements made by the Company, the Designated Persons on the various aspects of the status of unclaimed dividend, Annual Report, Quarterly/ Prevention of Insider Trading Code through relatable, Half yearly/Nine-months and Annual financial results conversational and pictorial graphics & videos. along with the applicable policies of the Company. The Company’s official news releases and presentations These initiatives have created substantial awareness made to the institutional investors and analysts amongst the Designated Persons. are also available on the Company’s website at The Audit Committee reviews cases of non-compliances, www.asianpaints.com. Quarterly Compliance Reports if any, and makes necessary recommendations to the and other relevant information of interest to the Board w.r.t. action taken against such defaulters. The Investors are also placed under the Investors Section on the Company’s website.
160 Annual Report 2020-21 Statutory Reports
c) Analysts presentations: National Stock Exchange of India Limited (NSE) in terms The presentations on performance of the Company of the Listing Regulations and other applicable rules and are placed on the Company’s website for the benefit regulations issued by the SEBI. of the institutional investors, analysts and other shareholders immediately after the financial results are e) NEAPS (NSE Electronic Application Processing communicated to the Stock Exchanges. System), BSE Corporate Compliance & the Listing Centre: The Company also conducts calls/meetings with NEAPS is a web-based application designed by NSE investors immediately after declaration of financial for corporates. BSE Listing is a web-based application results to brief them on the performance of the designed by BSE for corporates. All periodical compliance Company. These calls are attended by the Managing filings, inter alia, shareholding pattern, corporate Director & CEO, CFO & Company Secretary and other governance report, corporate announcements, amongst members of the management. The Company promptly others, are in accordance with the Listing Regulations uploads on its website transcript and audio recordings filed electronically. Further, in compliance with the of such calls on voluntary basis. provisions of the Listing Regulations, the disclosures made to the stock exchanges, to the extent possible, are d) Stock Exchange: in a format that allows users to find relevant information The Board of Directors has approved a policy for easily through a searching tool. determining materiality of events for the purpose of making disclosure to the Stock Exchanges. The Managing f) Reminders to Investors: Director & CEO and the CFO & Company Secretary are Reminders are, inter alia, sent to shareholders empowered to decide on the materiality of information for registering their email IDs, claiming returned for the purpose of making disclosures to the stock undelivered share certificates and unclaimed dividend exchanges. The Company makes timely disclosures and transfer of shares thereto. of necessary information to BSE Limited (BSE) and
Report on Corporate Governance 161 Asian Paints Limited
General Shareholder Information
1. Corporate Identification Number L24220MH1945PLC004598 2. Registered Office Asian Paints Limited 6A, Shantinagar Santacruz (E) Mumbai - 400 055 3. Annual General Meeting Day & Date Tuesday, 29th June, 2021
Time 11.00 a.m. IST
Venue Annual General Meeting through Video Conference/Other Audio Visual Means [Deemed Venue for Meeting: Registered Office of the Company at 6A, Shantinagar, Santacruz (East), Mumbai - 400 055]
4. Record Date Friday, 11th June, 2021 5. Financial Calendar Financial Year 1st April to 31st March
Tentative schedule for declaration of financial results during the financial year 2021-22
Quarter ending 30th June, 2021 20th July, 2021
Quarter ending 30th September, 2021 21st October, 2021
Quarter ending 31st December, 2021 20th January, 2022
Quarter and financial year ending 31st March, 2022 12th May, 2022 6. LISTING DETAILS
Name of Stock Exchange(s) & Stock Code(s) Address
BSE Limited (BSE) – 500820 BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001
National Stock Exchange of India Limited (NSE) – ASIANPAINT Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051
ISIN for Depositories INE021A01026
Payment of Listing Fees: Annual listing fees for the financial year 2021-22 have been paid by the Company to BSE and NSE. Payment of Depository Fees: Annual Custody/Issuer fees is being paid by the Company within the due date based on invoices received from the Depositories.
162 Annual Report 2020-21 Statutory Reports
7. DETAILS OF THE DIVIDEND DECLARED AND PAID BY THE COMPANY FOR THE LAST FIVE 3,000 60,000 55,000 YEARS 2,500 50,000 2,000 In ` per share Dividend 45,000 Percentage Year(s) (Face Value of Amount (%) 1,500 40,000 ` 1 each) (` in crores) 35,000 1,000 30,000 Asian Paint s BSE Sensex 2015-16 750 7.50 719.40 500 25,000 0 20,000
2016-17* 1,030 10.30 988.00 0 20 l- n-21 n-20 Ju Ja Apr-20 Oct-20 Ju Sep-20 Feb-21 Dec-20 Mar-21 Nov-20 Aug-2 2017-18 870 8.70 834.50 May-20 Asian Paints BSE Sensex 2018-19 1,050 10.50 1,007.16
2019-20 1,200 12.00 1,151.04 3,000 16,000 2020-21 (Interim) 335 3.35 321.33 15,000 2,500 * Includes one-time special dividend of ` 2 per share of face value 14,000 2,000 of ` 1 each. 13,000 1,500 12,000 8. MARKET PRICE DATA – THE MONTHLY HIGH 11,000 1,000 AND LOW PRICES OF THE COMPANY’S 10,000 Asian Paint s 500 NSE Nift y SHARES AT BSE AND NSE FOR THE 9,000 st FINANCIAL YEAR ENDED 31 MARCH, 2021 0 8,000 0 0 1 20 l- n-21 n-20
BSE NSE Ju Ja Apr-2 Oct-20 Ju Sep-20 Feb-21 Dec-20 Mar-2 Nov-20 Aug-2 Month May-20 High (`) Low (`) High (`) Low (`) Asian Paints NSE Nifty
April, 2020 1,862.50 1,517.45 1,864.00 1,517.25 Source: BSE & NSE website. May, 2020 1,751.00 1,482.85 1,751.00 1,482.95 10. IN CASE THE SECURITIES OF THE COMPANY June, 2020 1,813.10 1,575.00 1,813.75 1,577.50 ARE SUSPENDED FROM TRADING, THE REASONS THEREOF July, 2020 1,792.20 1,645.90 1,792.65 1,645.10 Not applicable. August, 2020 2,015.95 1,697.50 2,016.85 1,697.50 11. REGISTRAR AND TRANSFER AGENT & SHARE September, 2020 2,087.75 1,908.30 2,069.95 1,907.75 TRANSFER SYSTEM M/s. TSR Darashaw Consultants Private Limited is the October, 2020 2,242.30 1,992.60 2,242.85 1,992.05 Company’s Registrar and Transfer Agent (RTA). Share November, 2020 2,249.60 2,116.60 2,249.00 2,117.15 transfers, dematerialization of shares, dividend payment and all other investor related matters are attended to December, 2020 2,771.50 2,206.85 2,772.00 2,206.20 and processed by our RTA. January, 2021 2,871.40 2,400.00 2,873.45 2,400.00 The shares lodged for transfer, transmission, etc. February, 2021 2,555.00 2,261.45 2,555.00 2,260.00 are processed and share certificates duly endorsed are returned within the stipulated time, subject to March, 2021 2,583.00 2,300.00 2,583.45 2,300.00 documents being valid and complete in all respects. Source: BSE & NSE websites. The Board of Directors of the Company have delegated the authority to approve the transfer, transmission, 9. STOCK PERFORMANCE IN COMPARISON TO dematerialization of shares, etc., to any two members, BROAD-BASED INDICES jointly, of the Shareholders Committee of the Company The chart below shows the comparison of the including the Company Secretary. A summary of Company’s monthly share price movement vis-à-vis the approved transfers, transmissions, dematerialization of movement of the BSE Sensex and NSE Nifty for the shares, etc. is placed before the Board of Directors from st financial year ended 31 March, 2021 (based on the time to time as per the Listing Regulations. month end closing): Transactions involving issue of share certificates, namely, issuance of duplicate share certificates,
General Shareholder Information 163 Asian Paints Limited
General Shareholder Information (Contd.)
split, rematerialization, consolidation and renewal During the financial year 2021-22, the Company would of share certificates, etc. are approved by the be transferring unpaid or unclaimed final dividend Shareholders’ Committee. amount for the financial year endedst 31 March, 2014 on or before 30th August, 2021 and unpaid or unclaimed Trading in equity shares of the Company is permitted interim dividend amount for the financial year ended 31st only in dematerialized form. March, 2015 on or before 22rd November, 2021, to IEPF. In terms of requirements of Regulation 40 of the Listing The members who have a claim on the dividends Regulations w.e.f. 1st April, 2019, transfer of securities and shares transferred to the IEPF Authority may in physical form, except in case of request received claim the same by submitting an online application for transmission or transposition of securities, shall in web Form No. IEPF-5 available on the website not be processed. www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite Legal proceedings documents enumerated in the Form No. IEPF-5. No There are certain pending cases related to disputes claims shall lie against the Company in respect of the over title to shares in which we had been made a party, dividend/shares so transferred. however, these cases are not material in nature. 12. TRANSFER TO INVESTOR EDUCATION AND Nodal and Deputy Nodal Officer(s) PROTECTION FUND In accordance with the IEPF Rules, the Board of Directors In terms of Sections 124 and 125 of the Companies have appointed Mr. R. J. Jeyamurugan, CFO & Company Act, 2013 (“Act”) read with the Investor Education and Secretary of the Company, as the Nodal Officer and Protection Fund Authority (Accounting, Audit, Transfer Mrs. Radhika Shah, Chief Manager - Secretarial & Legal and Refund) Rules, 2016 (including any statutory and Mrs. Saloni Arora, Senior Manager - Secretarial as modification(s) or re-enactment(s) thereof for the time the Deputy Nodal Officer(s). being in force) (“IEPF Rules”), dividend, if not paid or Details of the Nodal Officer for the purpose of claimed for a period of 7 (seven) years from the date co-ordination with the IEPF Authority are available at the of transfer to Unclaimed Dividend Account of the website of the Company at https://www.asianpaints. Company, are liable to be transferred to the Investor com/more/investors.html. Education and Protection Fund (IEPF). 13. DIVIDEND Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not Dividend details Payment date been paid or claimed by the shareholders for 7 (seven) Interim Dividend for FY 2020-21 of 12th November, 2020 consecutive years or more shall also be transferred to ` 3.35 per equity share declared on the demat account of the IEPF Authority. 22nd October, 2020 During the year under review, the Company had sent Final Dividend for FY 2020-21 of 2nd July, 2021 individual notices and issued advertisements in the ` 14.50 per equity share (Subject to approval newspapers, requesting the shareholders to claim their recommended by the Board of of the shareholders dividends in order to avoid transfer of shares/dividend Directors at its meeting held on at the ensuing 75th to the IEPF. Details of the unclaimed dividend and 12th May, 2021 AGM) shareholders whose shares are liable to be transferred The Company provides the facility for remittance to the IEPF Authority are available on the website of of dividend to members through DC (Direct credit)/ the Company at: NACH (National Automated Clearing House)/NEFT https://www.asianpaints.com/more/investors/ (National Electronic Funds Transfer). In cases where unclaimed-dividend.html. the core banking account details are not available, the Company will issue the dividend warrants/demand The details of the unclaimed dividend and shares drafts mentioning the existing bank details available transferred to IEPF during the financial year 2020-21 with the Company. are as follows: Members who have not opted for remittance of dividend Amount of through electronic mode and wish to avail the same are No. of shares Particulars unclaimed dividend transferred required to provide their bank details, including IFSC transferred (in `) (Indian Financial System Code) and MICR (Magnetic Ink Final Dividend 2012-13 98,59,582 93,200 Character Recognition), to their respective Depository Interim Dividend 2013-14 35,13,977 50,538 Participants (DPs) for shares held in electronic form or Total 1,33,73,559 1,43,738 to the Company’s RTA for shares held in physical form,
164 Annual Report 2020-21 Statutory Reports
as the case may be, in order to ensure safe and speedy amendments thereof. Further details in this regard credit of their dividend into their Bank account. have been made available in the Notice for the Company’s 75th Annual General Meeting forming part of Dividend income is taxable in the hands of shareholders this Annual Report. w.e.f. 1st April, 2020 and the Company is required to deduct tax at source from dividend (TDS) paid to The Company sends TDS certificate to the shareholders shareholders at the prescribed rates. For the prescribed at their registered email id or postal address, as the case rates for various categories, the shareholders are may be, post payment of the dividend. requested to refer to the Finance Act, 2020 and
Details of Unclaimed Dividend The details of the outstanding unclaimed dividend as on 31st March, 2021 and corresponding due dates for transfer to IEPF are as under:
Sr. Particulars of Dividend Amount (in `) Due Dates of Transfer to IEPF No.
1. Final Dividend 2013-2014 91,53,208.00 30th August, 2021 2. Interim Dividend 2014-2015 51,99,153.00 22nd November, 2021 3. Final Dividend 2014-2015 1,16,01,090.00 7th September, 2022 4. Interim Dividend 2015-2016 57,06,208.00 27th December, 2022 5. Final Dividend 2015-2016 2,08,49,877.80 2nd September, 2023 6. Interim Dividend 2016-2017 1,16,71,088.10 30th December, 2023 7. Final Dividend 2016-2017 3,14,60,510.25 2nd September, 2024 8. Interim Dividend 2017-18 1,09,44,202.75 28th December, 2024 9. Final Dividend 2017-18 2,23,98,424.95 1st September, 2025 10. Interim Dividend 2018-19 97,50,081.13 26th December, 2025 11. Final Dividend 2018-19 2,74,32,448.65 31st August, 2026 12. 1st Interim Dividend 2019-20 1,07,52,583.15 26th December, 2026 13. 2nd Interim Dividend 2019-20 2,63,80,261.05 30th April, 2027 14. Final Dividend 2019-20 41,18,474.00 12th October, 2027 15. Interim Dividend 2020-21 89,76,821.00 18th January, 2028
14. DISCLOSURE IN RESPECT OF EQUITY SHARES TRANSFERRED TO THE ‘ASIAN PAINTS LIMITED – UNCLAIMED SUSPENSE ACCOUNT’ In accordance with the requirements of Regulations 34, 39 read with Schedule V(F) of Listing Regulations details of equity shares in Asian Paints Limited - Unclaimed Suspense Account are as follows:
No. of No. of Equity Particulars shareholders Shares Opening Balance Aggregate number of shareholders and the outstanding shares in the 389 6,22,420 Unclaimed Suspense Account lying as on 1st April, 2020 Less Number of shareholders who approached the Company for transfer of 8 10,820 shares and shares transferred from suspense account during the year Less Number of shareholders whose shares got transferred from suspense 65 47,340 account to IEPF during the year Closing Balance Aggregate number of shareholders and outstanding shares lying in the 316 5,64,260 suspense account as on 31st March, 2021 All the corporate benefit against those shares like bonus shares, split, etc., would also be transferred to Unclaimed Suspense Account of the Company. While the dividend for the shares which are lying in Unclaimed Suspense Account would be credited back to the relevant dividend accounts of the Company. The voting rights on shares lying in unclaimed suspense account shall remain frozen till the rightful owner claims the shares.
General Shareholder Information 165 Asian Paints Limited
General Shareholder Information (Contd.)
15. DEMATERIALIZATION OF SHARES Shareholders are accordingly requested to get in touch Break up of shares in physical and demat form as on with any of the Depository Participant(s) registered with 31st March, 2021 is as follows: SEBI to open a Demat account. The shareholders may also visit website of Depositories viz. National Securities % of Total Depository Limited or Central Depository Services (India) Particulars No. of Shares No. of Shares Limited for further understanding of the demat procedure. Physical segment 71,10,498 0.74 Demat Segment 95,20,87,292 99.26 Reconciliation of share capital audit As required by the Listing Regulations, quarterly audit NSDL 92,57,45,172 96.51 of the Company’s share capital is being carried out by an CDSL 2,63,42,120 2.75 independent external auditor with a view to reconcile the Total 95,91,97,790 100.00 total share capital admitted with NSDL and CDSL and held The Company’s equity shares are actively traded shares in physical form, with the issued and listed capital. The on the BSE and NSE. Auditor’s Certificate in regard to the same is submitted to BSE Limited and National Stock Exchange of India Limited The shareholders holding shares in physical form are and is also placed before the Board of Directors. requested to dematerialize their shares for safeguarding their holdings and managing the same hassle free. 16. DISTRIBUTION OF SHAREHOLDING Distribution of shareholding of shares of the Company as on 31st March, 2021 is as follows:
Shareholders Shareholding No. of Equity Shares No. % to Total No. % to Total Upto 50 3,96,917 76.00 51,44,012 0.54 51-100 52,566 10.07 40,67,725 0.42 101-200 26,249 5.03 39,10,553 0.41 201-300 10,314 1.98 26,32,924 0.27 301-400 4,968 0.95 17,60,563 0.18 401-500 4,079 0.78 19,23,937 0.20 501-1,000 7,854 1.50 59,73,992 0.62 1,001-5,000 12,777 2.45 3,25,93,645 3.40 5,001-10,000 3,430 0.66 2,63,95,202 2.75 10,001 & Above 3,011 0.58 87,47,95,237 91.21 Total 5,22,165 100.00 95,91,97,790 100.00
Shareholding Pattern as on 31st March, 2021
% of Total Category of Shareholder(s) No. of Shares No. of Shares (A) Shareholding of Promoter(s) and Promoter(s) Group (a) Individuals/Hindu Undivided Family 10,05,01,572 10.48 (b) Bodies Corporate 40,50,97,382 42.23 (c) Trust 7,85,700 0.08 Total Shareholding of Promoter(s) and Promoter(s) Group (A) 50,63,84,654 52.79 (B) Public shareholding (1) Institutions i) Mutual Funds/UTI 2,83,24,178 2.95 ii) Financial Institutions/Banks 2,41,207 0.03 iii) Central Government 7,55,587 0.08 iv) Insurance Companies 3,25,41,192 3.39 v) Foreign Institutional Investors 19,54,65,081 20.38 Sub-Total (B)(1) 25,73,27,245 26.83
166 Annual Report 2020-21 Statutory Reports
% of Total Category of Shareholder(s) No. of Shares No. of Shares (2) Non-Institutions i) Bodies Corporate 5,86,15,872 6.11 ii) Individuals (a) Individual shareholders holding nominal share capital up to ` 1 lakh 11,03,38,374 11.50 (b) Individual shareholders holding nominal share capital in excess of ` 1 lakh 86,90,945 0.91 iii) Non-Resident individuals 1,18,19,535 1.23 iv) NBFCs registered with Reserve Bank of India (RBI) 8,995 0.00 v) Trust(s) 60,12,170 0.63 Sub-total (B)(2) 19,54,85,891 20.38 Total Public Shareholding (B)=(B)(1)+(B)(2) 45,28,13,136 47.21 Total (A)+(B) 95,91,97,790 100.00
Category wise shareholding as on 31st March, 2021
Category wise shareholding (%)