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97Th Annual Report 2017

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97Th Annual Report 2017 97th Annual Report 2017 Innovation Led Growth 97th Annual Report 2017 Annual 97th Innovation Led Growth Innovation is what Kansai Nerolac Paints Limited Year on Year, KNPL has been able to develop and (KNPL) is passionate about and has manifested over launch new and innovative products in the Indian the years in a number of unique or first of its kind Market, and this year too saw the launch of many initiatives or ideas; be it products, technology or innovative products. In the Decorative space, an services that KNPL has brought to the market. exterior emulsion, Excel Mica Marble was launched which offers increased toughness for better During the last few years, KNPL has been strategically protection and a rich customer experience. A novel investing in a number of ideas which would help the product Ready Mix (Primer + Putty) was launched Company offer better value to its stakeholders. which reduces cost for the customer by combining Digitalization over the last few years has become primer and putty together. In the Industrial segment, a wave which is redefining industries and product KNPL offered to its customers medium solid base offering. KNPL has been working on the digital coat technology, superior mar and scratch resistant agenda for the last couple of years. During the last clear coats, monocoat metallic systems, superior year, KNPL has deepened the impact of digitalization weatherability monocoat paint as well as water by extending it to areas like Manufacturing, R&D, based top coat for two wheeler frames. Many other Supply Chain and Procurement. These innovations products were also launched keeping in mind the would bring greater transparency, speed and agility ever changing requirements of the Indian consumer. to the Company. In order to maintain the momentum of growth This year KNPL embraced mobility and cloud and make it sustainable, KNPL is investing in three platform especially in customer facing processes. green-field state-of-the-art Plants in 3 different KNPL leveraged IT capabilities to develop an online geographical zones. The Company is in the process dealer portal for order placement, order tracking, of developing a state-of-the-art global Research & feedback, complaint resolution, and analysis. All Development center in Navi Mumbai. Many new these innovations would help the Company be innovations in process and technology are part of more responsive in the market place. the blueprint of these new set ups, which will help To be able to stand out amidst the clutter in the improve efficiency, productivity and help meet the market place is what good advertising is all about. evolving requirements of the Indian market. During the year, KNPL became the first Company in With an all-round emphasis on processes, customer the industry to associate with IPL. KNPL also associated centricity and product innovations, KNPL is poised with the popular domestic football league ISL. for growth for years to come. Annual Report 2017 DIRECTORS P. P. SHAH (Chairman) D. M. KOTHARI (Vice Chairman – upto May 2, 2017) H. M. BHARUKA (Managing Director – upto May 2, 2017) (Vice Chairman and Managing Director from May 3, 2017) N. N. TATA P. D. CHAUDHARI (Whole-time Director) M. TANAKA H. FURUKAWA MRS. B. SOMAYA K. KATO COMPANY SECRETARY G. T. GOVINDARAJAN BANKERS • UNION BANK OF INDIA • STANDARD CHARTERED BANK • HDFC BANK LTD. • BNP PARIBAS AUDITORS B S R & CO. LLP, MUMBAI SOLICITORS KANGA & CO., MUMBAI REGISTERED OFFICE NEROLAC HOUSE, GANPATRAO KADAM MARG, LOWER PAREL, MUMBAI-400 013 Tel: +91-22-24934001 Fax: +91-22-24973704 Website: www.nerolac.com Investors Relations e-mail Id: [email protected] Corporate Identity Number (CIN): L24202MH1920PLC000825 1 CONTENTS Notice . 3-13 Board’s Report including Management Discussion and Analysis . 14-56 Report on Corporate Governance . 57-71 Business Responsibility Report . 72-77 Auditors’ Report on Standalone Financial Statements . 78-83 Standalone Balance Sheet . 84 Standalone Statement of Profit and Loss . 85 Standalone Statement of Cash Flows . 86-87 Standalone Statement of Changes in Equity . 88 Notes to the Standalone Financial Statements . 89-126 Salient Features of the Subsidiaries in Form AOC-1 . 127 Auditors’ Report on Consolidated Financial Statements . 128-131 Consolidated Balance Sheet . 132 Consolidated Statement of Profit and Loss . 133 Consolidated Statement of Cash Flows . 134-135 Consolidated Statement of Changes in Equity . 136 Notes to the Consolidated Financial Statements . 137-174 Summarised Statement of Profit and Loss of 15 Years . 175 2 Annual Report 2017 Registered Office : ‘ Nerolac House’, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Tel: +91-22-24934001 • Fax: +91-22-24973704 • Website: www.nerolac.com Investors Relations e-mail Id: [email protected] • Corporate Identity Number (CIN): L24202MH1920PLC000825 NOTICE Notice is hereby given that the Ninety-Seventh Annual thereof, for the time being in force), B S R & Co. LLP, General Meeting of KANSAI NEROLAC PAINTS LIMITED will Chartered Accountants (Registration No. 101248W/ be held at M. C. Ghia Hall, Bhogilal Hargovindas Building, W-100022), be and are hereby re-appointed as Auditors 4th Floor, 18/20, Kaikhushru Dubash Marg, Behind Prince of the Company, to hold office from the conclusion of of Wales Museum, Kala Ghoda, Mumbai 400 001 on this meeting until the conclusion of the next Annual Wednesday, 21st June, 2017 at 11.00 a.m. to transact the General Meeting of the Company and that their following business: remuneration be fixed by the Audit Committee in addition to the reimbursement of service tax and ORDINARY BUSINESS: actual out of pocket expenses incurred in connection 1. To receive, consider and adopt the Financial with the audit of accounts of the Company for the Statements of the Company for the year ended financial year ending 31st March, 2018.” 31st March, 2017 including audited Balance Sheet as 6. To consider and if thought fit, to pass with or without at 31st March, 2017 and Statement of Profit and Loss modification(s), the following Resolution as an Ordinary for the year ended on that date and the Reports of Resolution: the Directors and the Auditors thereon. “RESOLVED that in accordance with the provisions of 2. To declare a normal dividend of ` 2.50 (250%) and a Section 148 of the Companies Act, 2013, read with special dividend of ` 0.50 (50%) per Equity Share, thus Companies (Audit and Auditors) Rules, 2014 and the aggregating to a total dividend of ` 3.00 (300%) per Companies (Cost Records and Audit) Amendment Equity Share of the nominal value of ` 1 each for the Rules, 2016, the remuneration of the Cost Auditor, year ended 31st March, 2017. D. C. Dave & Co., Cost Accountants, for the year 3. To appoint a Director in place of Mr. Masaru Tanaka ended 31st March, 2017, as recommended by the (holding DIN 06566867), who retires by rotation and Audit Committee and approved by the Board of being eligible, offers himself for re-appointment. Directors be and is hereby ratified.” 4. To appoint a Director in place of Mr. Hidenori Furukawa 7. To consider and if thought fit, to pass with or without (holding DIN 06924589), who retires by rotation and modification(s), the following Resolution as an Ordinary being eligible, offers himself for re-appointment. Resolution: “RESOLVED that in accordance with the provisions of 5. To consider and if thought fit, to pass with or without Section 148 of the Companies Act, 2013, read with modification(s), the following Resolution as an Ordinary Companies (Audit and Auditors) Rules, 2014 and the Resolution: Companies (Cost Records and Audit) Amendment “RESOLVED that pursuant to the provisions of Sections Rules, 2016, the remuneration of the Cost Auditor, 139, 141 and 142 and other applicable provisions, D. C. Dave & Co., Cost Accountants, for the year if any, of the Companies Act, 2013, read with the ending 31st March, 2018, as recommended by the Companies (Audit and Auditors) Rules, 2014 (including Audit Committee and approved by the Board of any statutory amendment(s) or re-enactment(s) Directors be and is hereby ratified.” 3 SPECIAL BUSINESS: exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the 8. To consider and, if thought fit, to pass with or without Company carrying voting rights. A member holding modification(s), the following Resolution as an Ordinary more than ten (10) percent of the total share capital Resolution: of the Company carrying voting rights may appoint a “RESOLVED that subject to the provisions of Sections single person as proxy and such person shall not act 196, 197, 198 and other applicable provisions, as proxy for any other person or shareholder. if any, of the Companies Act, 2013, read with The instrument of Proxy in order to be effective should Schedule V to the said Act, the consent of the Company be duly completed and deposited at the registered be and is hereby accorded to the appointment of office of the Company, not less than 48 hours before Mr. H.M. Bharuka (holding DIN 00306084) as the the commencement of the Meeting. Vice Chairman and Managing Director of the Company for the period commencing from 3rd May, 2. Corporate Members intending to send their authorized 2017 and ending on 31st March, 2022 (both days representatives to attend the meeting pursuant to inclusive) on the remuneration and perquisites as section 113 of the Companies Act, 2013 are requested set out in the draft Agreement to be entered into to send to the Company a certified copy of the between the Company and Mr. Bharuka placed relevant Board resolution together with the specimen before this meeting and initialled by the Chairman for signatures of their authorized representatives to attend the purpose of identification.
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