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Berger Paints India Ltd.

BSE: 509480 Sector: Consumer
NSE: BERGEPAINT ISIN Code: INE463A01038
BSE LIVE 13:55 | 06 Dec 219.50 2.05
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OPEN 221.50
PREVIOUS CLOSE 217.45
VOLUME 25973
52-Week high 276.80
52-Week low 152.86
P/E 49.11
Mkt Cap.(Rs cr) 21313.45
Buy Price 219.30
Buy Qty 93.00
Sell Price 219.50
Sell Qty 5.00
OPEN 221.50
CLOSE 217.45
VOLUME 25973
52-Week high 276.80
52-Week low 152.86
P/E 49.11
Mkt Cap.(Rs cr) 21313.45
Buy Price 219.30
Buy Qty 93.00
Sell Price 219.50
Sell Qty 5.00

Berger Paints India Ltd. (BERGEPAINT) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Report of the Company togetherwith the audited accounts for the financial year ended on 31st March 2016.

FINANCIAL RESULTS & APPROPRIATIONS

(Rs. in crores)

Particulars

Financial Year ended

Standalone

Consolidated

2015-16 2014-15 2015-16 2014-15
Profit before Depreciation Finance Cost and Tax 642.16 509.59 689.87 546.74
Less:
Depreciation 87.97 78.62 100.01 92.50
Finance Cost 17.20 34.72 29.01 50.14
Profit Before Tax 536.99 396.25 560.85 404.10
Less:
Provision for Taxation 182.12 130.22 191.08 139.40
Profit After Taxation 354.87 266.03 369.77 264.70
Add:
Profit brought forward from the previous year 794.13 632.45 816.26 655.91
Available for appropriation 1149.00 898.48 1186.03 920.61
Appropriations:
Transfer to General Reserve - - - -
Interim Dividend 45.08 41.60 45.08 41.60
Tax on interim dividend 9.18 8.52 9.18 8.52
Dividend (Proposed) 69.35 45.06 69.35 45.06
Tax on dividend 14.12 9.17 14.12 9.17
Balance carried to Balance Sheet 1011.27 794.13 1048.30 816.26
1149.00 898.48 1186.03 920.61

FINANCIAL PERFORMANCE

During the financial year ended 31st March 2016 the Company achieved net consolidatedrevenue from operations of Rs. 4634.12 crores as against Rs.4322.06 crores in the previousyear registering a growth of Rs.7.2%. The profit before depreciation interest and tax was' 689.87 crores as against Rs.546.74 crores in the previous year recording an improvementof 26.2%. The profit before tax was Rs.560.85 crores (2014-15 : Rs.404.10 crores) and theprofit after tax was Rs.369.77 crores (2014-15 : Rs. 264.70 crores) representing anincrease of 38.8% in profit before tax and 39.7% in profit after tax.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

PAINT INDUSTRY STRUCTURE AND DEVELOPMENT

Paint industry is classified into two broad categories viz. Decorative and Industrial.Decorative paints include higher end acrylic exterior and interior emulsions medium rangeexterior and interior paints low end distempers wall putty wood coatings cementpaints primers thinners and putties-accounting for over 70% of the paint market in Indiaand growing at a faster pace than Industrial paints. These are either water based orsolvent based. Water based paints (or emulsions) are increasingly preferred by customersbecause of better aesthetics durability and environmental reasons and constitute thefastest growing segment.

Industrial paints essentially comprise general industrial automotive protective andpowder coatings. The Company is present in all these areas. In addition there are smallersegments such as automotive refinish coatings coil coatings can coatings and marinecoatings. The Company is present in the coil coatings segment as well through its jointventure-Berger Becker Coatings Private Limited.

The paint industry continues to outperform the overall GDP growth mainly because ofthe continued thrust of the major paint manufacturers to popularise paints and the stillrelatively low per capita paint consumption of around 2.7 kg in India. However India hasbeen one of the few countries where there has been a consistent overall GDP growth (at a5-year CAGR of more than 6%) and an industrial GDP growth (of about 8.5%). These havehelped the paint industry to increase its volume. The Company believes that continuedurbanisation with support for the agriculture sector will continue to provide the rightimpetus for the industry to perform even better in the future.

COMPANY'S OPERATION

Over the previous years (FY 11-12 to FY 15-16) the Company has consistently performedwell as will be evident from the following :

• 5 year CAGR (Compounded Annual Growth Rate) of Revenue: 14.42%

• Identified as one of the top 7 Listed Companies in India in terms of 5 year CAGRof market capitalization (41%) by Forbes India magazine in their 27th May 2016 edition.

• The Company's rank moved from 138 to 120 in Business Today's list of 500 India'smost valuable companies of the year as published in the 8th November 2015 issue.

While the decorative business continued to be the consistent performer in the yearunder review all the Businesses registered growth. This was possible through individualfocus on the strengths of the respective Businesses introduction of innovative productsin all areas higher sale of value added products increase of customer base andcorresponding enhancement of production capabilities at minimum possible cost judiciousdeployment of and reduction in working capital lowering of borrowing costs and decreasein average borrowing. The Chief Financial Officer of the Company was recognized among thetop 30 CFOs in India at the inaugural YES BANK BW-Business World Best CFO Awards 2016.

In line with the trend in the country the Company's decorative business constitutesmore than 70% of its overall business. All the products of the Company including itsflagship brands such as Silk Weathercoat All Guard and Easy Clean continued to receivesupport from the customers. Others such as Bison Butterfly Walmasta and Luxol HiGlossperformed well. The Company introduced domestic floor coating under the name ofWeathercoat Floor Protector. Tartaruga Smooth-an elastomeric primer which can be appliedwith roller and protects the exterior against cracks-was a new introduction. The new TechGuard System offers tough protection combined with a pleasing finish with Tartaruga Smoothas base coat and All Guard XP Advanced as top coat for discerning clientele. In the woodcoatings segment in addition to Imperia a high polyurethane 2 pack system the Companyintroduced Imperia water based luxury polyurethane range for exteriors interiors andfloor coat. In the water-based wood coatings range Exterior PU has 3components-Impregnator Sealer and Top Coat. Interior PU is a single pack system whichacts as a multi-coat. Parquet floor coat is a single pack system for wooden floors. Allthese were received with enthusiasm by the market. The Company's construction chemicalsbusiness continued to grow. The Company is in the process of launching paintablewallpapers.

In the previous year the Company had launched Express Painting™ (XP™)-ahassle free solution for painting houses which is 40 per cent faster than traditionalpainting and can be carried out at the same cost. This year the Company introduced XPAdvanced™ with specially formulated paints for providing better coveragesmoothness and lustre which are best suited for use with XP™ automatic machines. TheXP™ sales include the sale of a large array of tools such as sanding machine mixerhigh pressure washer auto roller and airless paint sprayer. The services comprise aneco-system of painters who are trained to carry out the sophisticated application workdealers and Company trained contractors to offer unique solution to the customers. Theservices are being rolled out gradually to various areas and the response from thecustomers has been very positive.

The growth in the Company's General Industrial and Automotive Business fulfilledexpectation. Introduction of new shades and products identification of customer needs andspecific resolution of their problems addition of new customers in the areas of twowheelers commercial vehicles and other industrial customers as well as development of newcustomers helped the Business to gain traction. The powder coating business also performedwell.

The Company's leadership position in the Protective Coatings Business continued and theBusiness registered satisfactory growth during the year. The Company has a wide variety ofproducts including chlororubber epoxies inorganic zinc products polyurethanepoly-siloxanes high temperature resistant coatings anti-carbonation coatings roadmarking airfield marking concrete coatings rebar coatings heavy duty floor coatingsand green coatings. It continues to be the preferred supplier for project related work inall sectors of the economy.

All the factories of the Company operated at a satisfactory level and provided therequired support to the Businesses. The operations are continuously fine-tuned to cater tothe Businesses improve processes for savings in time and costs and are benchmarkedagainst best practices across all plants and outside the Company. As a result of thesePondicherry factory and the Beepee Coatings factory in Vallabh Vidya Nagar (VVN) nearAhmedabad are now also utilised for producing General Industrial and Automotive andProtective Coatings products also. The process time in the plants is continuously reducedthrough installation of the latest equipment. Steps were taken to improve productivity andreduce wastage at all stages beginning from addition of raw materials to filling of paintsand storing the containers in cartons.

There was a declining trend in costs of most raw materials for the better part of theyear-attributable mainly to lower crude prices and the lacklustre performance of theinternational economies though the raw material prices did not move exactly in tandemwith crude. The Company effected decreases in paint prices. However the prices of majorraw materials such as titanium dioxide phthalic anhydride and emulsion materials havebeen again on the upswing in 2016. Exploration of alternate sources informed andintelligent buying and effective negotiation continue to provide savings.

FOCUS AND OUTLOOK FOR 2016-17

The provisions for this year's Union Budget are expected to revive rural consumptionwhich has been subdued for the past two years primarily due to poor monsoon and untimelyrains with a dampening effect on consumption. Moreover the move to create unifiedagricultural market e-platforms should make procurement processes easier and moretransparent. Added to these the permission for 100 per cent FDI in marketing of foodproducts as well as allowing foreign multi-brand retailers to set up food-only retailstores is expected to bring in more investments into the food processing sectorespecially the downstream supply chain. All these together with setting up of smartcities revival of the MGNREGA Scheme One Rank One Pension (OROP) Policy and therecommendations of the seventh pay commission are likely to considerably enhance demandboth in the rural and non-rural markets. Much of the immediate effect will also depend ona better than normal rainfall as predicted by the meteorological department.

In the long term with almost ' 218000 crores allocated for roads and railwaysphysical linkages are expected to improve significantly which will help expanddistribution across India especially in rural markets and reduce transit losses byimproving connectivity. These are supported by a slew of measures to boost upinfrastructure including reforms and investments in the areas of smart cities gasproduction nuclear power generation and PPP Projects.

All the above measures are likely to augment demand for paints. To cater to theserequirements the Company will enhance capacity in phases taking advantage of its multiplelocations all over India introduce new products strengthen servicing capabilities andbolster logistics distribution and storage capability.

PROJECTS AND EHS

The Company is setting up an integrated paint plant at Naltoli in the Nagaon Districtof Assam near Tezpur. The initial annual capacity of the plant is currently proposed to be24000 KL per annum of water based paints and 13200 KL per annum of solvent based paintstogether with corresponding resin manufacturing facility.

In addition the British Paints Division of the Company is setting up a distemper andputty manufacturing facility in Nalbari near Guwahati with a capacity of 1200 MT and6000 MT per annum respectively.

Both the plants will have the latest environment protection and safety related measuresand will commence production in the current financial year.

Emulsions are major raw materials for water based paint. The Company had successfullyset up the first emulsion manufacturing plant at Vallabh Vidya Nagar under the aegis ofBeepee Coatings Private Limited. In order to furnish emulsion to the Eastern Regionplants the Company will set up an emulsion plant in Rishra West Bengal. Theimplementation of the first phase will be completed in the year 2017-18.

The Company has set up a powder coating plant with a capacity of 75 MT/month in Jejurinear Pune in Maharashtra. The capacity of the powder plant will be increased to 165MT/month in 2016-17. Further the Company will set up an industrial paint plant with acapacity of 9000 KL per annum with resin manufacturing facility in Jejuri by March 2017.

Development of warehouse capabilities in Howrah Rishra Jammu Goa and Vallabh VidyaNagar Plants are on track.

The Company is proud to receive " GreenPro" certificate from CII-GreenProducts and Services Council in respect of various water based and solvent based productsincluding Silk Weathercoat Allguard and Easy Clean. "GreenPro" assesses‘how green a product' is based on a holistic framework and highlights the wayforward to achieve excellence in environmental performance. The certification systemguides the manufacturers to position their products as green and eco-friendly. TheGreenPro certification system adopts cradle to cradle approach for evaluation at par withinternational standards.

The Company's Environment Health and Safety (EHS) initiatives encompass year long andsustained activities through all its locations including audits EHS reporting through webportal mock drills competitions and awards. The VVN Gujarat Plant was recognized as theBest Safety Organisation by the Gujarat Safety Council for the 3rd consecutive year.Rishra Plant of the Company ranked 3rd in Inter Plant Mock Drill competition conducted bythe West Bengal Directorate of Factories. Various energy saving measures adopted by theCompany including replacement of HSD for thermic fluid heaters by bio-briquettes aregiven in Annexure 5 to the Report.

OPPORTUNITIES AND THREATS

Recent data suggest that India's economy ended 2015-16 on a high note and possibly grewat the fastest pace since FY 2010 and the highest in the world. India's economy is the10th or 11th largest in the world and is forecast to reach third after USA and China inless than 15 years. Industrial production rebounded in February and the PMIs signalledimproving economic conditions in March. The key to maintaining strong growth momentumgoing forward lies in enacting meaningful economic reforms including smooth implementationof GST. Rains supporting the economy is expected to grow over 8% in the current fiscal.The Government aims to reduce subsidies through the JAM (Jan Dhan-Aadhaar-Mobile)initiative and its actions in improving the transfer of subsidies by plugging leakagesmay help reduce expenditures and aid long-term fiscal deficit consolidation plans. Theinterest regime is also conducive for the economic growth now as the Reserve Bank has cutthe benchmark interest rate by 0.25 per cent and introduced a host of measures to smoothenliquidity supply so that banks can lend to the productive sectors and indicatedaccommodative stance going ahead earlier this month. According to IMD monsoon will be 106per cent of the long period average (LPA) and there is 94 per cent probability thatmonsoon will be normal to excess this year for most parts of the country. If that happensagriculture which contributes about 16 per cent to the country's GDP and employs about 60per cent of the population will register a robust performance.

It is estimated that the Indian workforce will grow to 900 million strong by 2020.Because economic growth results from the combination of capital goods like factories andcomputer systems with labour a growing labour force can be a huge boon for an economy.

The resulting onrush of demand will favourably impact the paint business and theCompany has taken all possible steps to meet the same. Growing urbanisation is expected tocreate an eco-system for aesthetically superior and environmentally more acceptablevarieties of water based paints. At the same time as the world will more and more looktowards this country for their industrial needs the Company will be ready to face thechallenge with improved business intelligence logistics solutions better distributionnetwork manufacturing capacities and services.

RISKS AND CONCERNS

The Company has devised a risk policy approved by the Business Process and RiskManagement Committee Audit Committee and the Board of Directors. The Policy seeks toidentify risks inherent in the business operations of the Company and lays down themitigation methods which are periodically reviewed and modified in a manner commensuratewith the size and complexity of the business. The Policy can be viewed at the followingweblink : https://www.bergerpaints.com/about-us/risk-management-policy . html.

Based on the Policy the Business Process and Risk Management Committee regularlymonitors the various risks facing the Company through a Risk Matrix Mechanism discussesthe risks involved in business processes in detail and steps taken to mitigate the samecovering each of the business processes of the Company in turn.

One of the major components of the risk management system is a secure IT (informationtechnology) environment. Steps have been taken to digitise the Information TechnologyInfrastructure covering all database and major transactions and secure the data andprotect its intellectual property.

India's rise is certainly unlikely to be linear and uniform in an immensely diversecountry of 1.3 billion. Close attention is to be paid to infrastructure and a deep skillsdeficit and care has to be taken to lessen inequality unrealisable debts andenvironmental degradation in the long term. Faster equitable and growth oriented decisionmaking implementation of the necessary reform measures with simpler legislation and rulescoupled with uniform enforcement will be the key to success. Whatever the impediments thehuge wealth generated over the past years cannot be denied and the powerful motors ofurbanisation and aspiration are likely to rev at faster gears in the coming years. Theperformance of the paint industry is always likely to invite more competition-bothdomestic and international and the Company is always upgrading itself to face suchchallenges.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company is committed to ensure that its operations are carried out within a welldefined internal control framework. Good governance robust systems and processes avigilant Finance function and an independent Internal Audit function are the foundationsof the internal control systems. The Company has an established internal control systemcommensurate with its size and spread with defined guidelines on compliance which enableit to run its factories offices and depots with a reasonable degree of comfort. Thecontrol environment ensures commitment towards integrity and ethical values andindependence of the Board of Directors from the management. The control activitiesincorporate among others continuous monitoring routine reporting checks and balancespurchase policies authorization and delegation procedures audits including complianceaudits which are periodically reviewed by the Audit Committee and the Business Processand Risk Management Committee. The Internal Audit Department maintains a regularsurveillance over the entire operations. The data generated is shared with the Board andvarious committees evaluated and corrected and recommendations are implemented.

The Company's Enterprise Resource Management Systems with Standard Operating Proceduresbased on work flows and process flow charts also provide the backbone on which the variouscontrol systems operate. The Company is fully geared to implement any statutoryrecommendation which may be made in this regard.

INDIAN ACCOUNTING STANDARDS (Ind AS)-IFRS

Converged Standards

The Ministry of Corporate Affairs vide-its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standard) Rules 2015. Companies having a networth of ' 500 crores or more (as per the standalone financial statements as on 31stMarch 2014) are required to comply with Ind AS (Accounting Standards converged with theInternational Financial Reporting Standards-IFRS) in the preparation of their financialstatements for accounting periods beginning on or after 1st April 2016 with thecomparatives for the periods ending 31st March 2016 or thereafter. In pursuance of theabove notification the Company its subsidiaries and joint venture will adopt Ind AS witheffect from 1st April 2016. The implementation of Ind AS is a change process for whichthe Company has established a project team and is dedicating appropriate resources. Theimpact of the change on adoption of Ind AS on the Company's reported reserves and surplusand on the net profit for the relevant periods is being assessed.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has policies and procedures for ensuring orderly and efficient conduct ofits business including adherence to the Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and the timely preparation of reliable financial disclosures whichare reviewed by the Board and the Audit Committee from time to time.

EMPLOYEE STOCK OPTION SCHEME

Your Company had framed an Employee Stock Option (ESOP) Scheme for its employees andsome of its Directors. The Board had formulated the ESOP Scheme in accordance with theSEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999and the shareholders had approved the ESOP scheme at the Annual General Meeting held on29th July 2010 to issue shares not exceeding 5% of the paid up capital of the Company ason 31st March 2010. In practice ESOP is granted to employees and whole time Directors.Pursuant to the aforesaid scheme no fresh options were granted to any employee orDirectors during the year under review (2013-2014 : Rs.141945 options and 2012-13:Rs.191397 options). During the year 2015-16 Rs.193792 equity shares were allotted to135 employees on exercising their options. This included 6378 equity shares to Mr.Abhijit Roy 5676 equity shares to Mr. Srijit Dasgupta and 3786 equity shares to Mr.Aniruddha Sen. The equity shares as mentioned herein are of face value of Rs.1/- (Rupeeone only) each fully paid.

It has been decided that the ESOP Scheme will be re-introduced with effect from 2016 toreward eligible employees. Since the earlier SEBI Guidelines have been replaced by theSEBI (Share Based Employee Benefits) Regulations 2014 ("ESOP Regulations") witheffect from 28th October 2014 the Company will need fresh approval of the members.Accordingly your approval is sought in respect of Berger Paints India Limited EmployeeStock Option Plan 2016 and for grant of Stock Options to the eligible employees/Directorsof the Company and that of its subsidiary company (ies). A special resolution for theaforesaid purpose is included in the notice for the forthcoming Annual General Meeting foryour approval.

The information required to be disclosed in terms of the provisions of the SEBI (ShareBased Employee Benefits) Regulations 2014 is enclosed as per Annexure A to this report.

HUMAN RESOURCES

The Company believes that people are its most valuable assets. To this extent theCompany provides a fair and inclusive environment that encourages new ideas respect forthe individual and provides equal opportunity to succeed. Experience merit andperformance leadership abilities strategic vision collaborative mindset teamwork andresult orientation are actively promoted and rewarded through an objective appraisalprocess.

Recruitment retention and training are the greatest challenges facing the Indianindustry and the three are interconnected. The Company adopts various recruitmentprocesses including employee reference and will continue to provide greater attention totraining. Being a multicultural and multi-location company diversity is fostered.

The number of people employed as on 31st March 2016 was 2802 (31st March 2015 :Rs.2666). The Industrial Relations were satisfactory during the year.

Your Company wishes to put on record its deep appreciation of the co-operation extendedand efforts made by all employees.

SEXUAL HARASSMENT POLICY

Your Company has framed a policy on Sexual Harassment of Women at workplace whichcommits to provide a workplace that is free from all forms of discrimination includingsexual harassment. The Policy can be viewed at the following weblink : https://www .bergerpaints.com/about-us/sexual-harassment-policy.html.

As per the Policy any complaint received shall be forwarded to an Internal ComplaintCommittee ("ICC") formed under the Policy for redressal. The investigation shallbe carried out by ICC constituted for this purpose. There was no such complaint during theyear. ICC comprises the following members as appointed by the Board :

1. Ms. Rishma Kaur (The Presiding Officer)

2. Mr. Srijit Dasgupta

3. Mr. Aniruddha Sen

4. Ms. Suparna Mitra (NGO representative).

AGREEMENT WITH BNB COATINGS INDIA PRIVATE LIMITED

The Company has entered into a business transfer agreement with BNB Coatings IndiaPrivate Limited ("BNB") for transfer of the Company's paints division relatingto 4 wheeler passenger cars and SUV three wheeler and related ancillaries. BNB is a jointventure company where Nippon Paint Automotive Coatings Co. Limited of Japan holds 51% andthe Company holds 49% of the paid-up capital. BNB is currently engaged in the business ofcoatings for plastic substrates of automobiles.

The turnover of the Division which is to be transferred is about ' 29 crores (0.85% ofthe total turnover of the Company). The division will be transferred on a slump sale basisat a consideration of ' 90 crores payable in cash within a period of 180 days from thedate of the agreement. The buyer i.e. BNB Coatings India Private Limited("BNB") do not belong to the promoter group. By virtue of being an associatecompany where Berger Paints India Limited holds 49% of the paid up share capital BNB maybe deemed to be a related party and the transaction has been done on an arm's length basiswith approvals of the Audit Committee and the Board.

BNB is understood to have entered into a similar agreement with Nippon Paint (India)Private Limited ("NPI") for transfer of NPI's 4 wheeler passenger car body paintbusiness. Upon consummation of the transactions BNB will carry out 4 wheeler passengercar body paint business and 3 wheeler automotive coatings business in addition to itsexisting business of coatings for plastic substrates. Berger Paints India Limited willcontinue to carry on 2 wheeler commercial vehicles and related ancillaries coatingsbusiness.

SUBSIDIARY AND JOINT VENTURES

Your Company has the following 4 wholly-owned subsidiaries :- (i) Beepee CoatingsPrivate Limited ("Beepee Coatings") in Gujarat; (ii) Berger Jenson &Nicholson (Nepal) Private Limited ("BJN-Nepal") in Nepal; (iii) Berger Paints(Cyprus) Limited ("Berger Cyprus") in Cyprus; (iv) Lusako Trading Limited("Lusako Trading") in Cyprus.

The following companies are wholly-owned subsidiaries of the Company's above namedsubsidiaries:-(i) BJN Paints India Limited-wholly-owned subsidiary of Beepee Coatings;(ii) Bolix S.A. Poland-wholly-owned subsidiary of Lusako Trading; (iii) Berger PaintsOverseas Limited ("BPOL") Russia-wholly-owned subsidiary of Berger Cyprus.Bolix S.A. Poland has 3 subsidiaries viz.: Bolix UKRAINA sp. z.o.o Ukraine BUILD-TRADEBIS sp. z o.o Poland and the recently formed wholly owned subsidiary Soltherm ExternalInsulations Limited UK for the purpose of marketing of Bolix Products and providingrelated services in the UK. Build Trade sp z o.o. an erstwhile wholly owned subsidiary ofBolix was merged with Bolix on 31st March 2016.

The statement relating to the above companies as specified in Sub-section (3) ofSection 129 of the Companies Act 2013 is attached to the Report and Accounts of theCompany.

Results of BJN-Nepal a wholly owned subsidiary of the Company were encouraging andthe company with two factories and a distribution network continues to flourish. Duringthe year under review BJN-Nepal achieved a turnover of ' 102.16 crores and net profit ofRs.17.29 crores.

There was improvement in margin for Bolix S.A. The net profit posted by Bolix S.A.during the year was Rs.4.35 crores.

The performance of Beepee Coatings a wholly owned subsidiary with its entiremanufacturing facilities dedicated to processing the Company's products was satisfactory.The company posted a net profit of Rs.2.00 crores.

Berger Paints Cyprus Limited is a special purpose vehicle for the purpose of makinginvestments in your Company's interests abroad. So is Lusako Trading Limited.

Berger Paints Overseas Limited (BPOL) in Russia was impacted by political turmoilresulting in a plummeting Rouble.

Berger Becker Coatings Private Limited the Company's joint venture with BeckerIndustrifarg Sweden posted a net profit of Rs.7.38 crores (48.98 % of the same isconsidered in the consolidated accounts of your Company).

BNB Coatings India Private Limited (BNB) the Company's joint venture with Nippon PaintAutomotive Coatings Co. Limited (earlier-Nippon Bee Chemicals Co. Ltd.) of Japan (NPAU)for manufacture of coatings for plastic substrates performed well and posted a Net Profitof Rs.4.05 crores during the year (49 % of the same is considered in the consolidatedaccounts of your Company). Effective 31st March 2015 the Company was converted into aprivate limited company.

Pursuant to Regulation 16(c) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 a material subsidiary in a year shall be a subsidiary whose income ornet worth exceeds 20% of the consolidated income or net worth respectively of the Companyand its subsidiaries in the immediately preceding accounting year. At present there isno such material subsidiary of the Company within the meaning of the above Regulation.

CONSOLIDATED FINANCIAL STATEMENTS

The duly audited Consolidated Financial Statements as required under the AccountingStandards 21 and 27 provisions of Regulation 36 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 136 of theCompanies Act 2013 have been prepared after considering the audited financial statementsof the Company's subsidiaries and appear in the Annual Report of the Company for the year2015-16.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standards of corporate governance. ThisAnnual Report carries a Section on Corporate Governance and benchmarks your Company withthe provisions of Regulation 17 to 27 clauses (b) to (i) of sub-regulation (2) ofRegulation 46 and Para C D and E of Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (Annexures-B &C).

During the year under review your Company has carried out the Secretarial Auditpursuant to Section 204 of the Companies Act 2013. The Secretarial Audit Report isattached as Annexure 4 to this Report.

TECHNICAL LICENSE AGREEMENT

Your Company has a Technical License Agreement with Axalta Coating Systems IndiaPrivate Limited LLC in the area of Automotive Coatings.

FIXED DEPOSIT

The Company had earlier discontinued acceptance of fixed deposits since 2002 andaccordingly no fresh deposit was accepted during the year. As per the provisions ofSection 125 of the Companies Act 2013 all unclaimed deposits have been transferred toInvestor Education and Protection (IEPF) Account.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act 2013 extract of Annual Return isattached as Annexure 1 to the Directors' Report.

MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE THEREAT

The details of meetings of the Board and attendance of Directors are given in theReport on Corporate Governance-Annexure B.

A. AUDIT COMMITTEE

The details of Audit Committee are given in the Report on Corporate Governance-AnnexureB. The Board has accepted and implemented all recommendations of the Audit Committee.

VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act 2013 the Company along with itssubsidiaries have complied with the laws and the codes of conduct applicable to them andhave ensured that the business is conducted with integrity and that the Company'sfinancial information flow is accurate. In case of any violation or complaint a reportmay be made under the Vigil Mechanism system established by the Company. The said policyis uploaded on the Company's website and can be accessed at : https://www.bergerpaints.com/about-us/whistleblower-policy.html .

B. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee in accordancewith the terms of reference of Section 135 of the Companies Act 2013. The details of theCommittee are given in the Report on Corporate Governance-Annexure B. The requireddetails as specified in Companies CSR Policy Rules 2014 is given in Annexure 2.

C. COMPENSATION & NOMINATION & REMUNERATION COMMITTEE

The details of the Committee are given in the Report on Corporate Governance-AnnexureB.

D. SHAREHOLDERS' COMMITTEES

The details of the Committees are given in the Report on Corporate Governance-AnnexureB.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statementsfor the financial year ended 31st March 2016 are in full conformity with the requirementsof the Act. They believe that the Financial Statements reflect fairly the form andsubstance of transactions carried out during the year and reasonably present yourCompany's financial condition and results of operations.

Your Directors further confirm that in preparation of the Annual Accounts:

i) The applicable accounting standards have been followed and wherever required properexplanations relating to material departures have been given;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;

vi) The Directors have devised proper systems to ensure proper compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The following are the Independent Directors of your Company :-

1) Mr. Pulak Chandan Prasad

2) Mr. Kamal Ranjan Das

3) Mr. Dhirendra Swarup

4) Mr. Gopal Krishna Pillai

5) Mr. Naresh Gujral.

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria for independence in the required format under the CompaniesAct 2013.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES

The Company has formulated a Remuneration Policy pursuant to the provisions of Section178 and other applicable provisions of the Companies Act 2013 and Rules thereof. TheRemuneration Policy has been approved by the Compensation and Nomination and RemunerationCommittee.

The Policy is available at the following weblink :www.bergerpaints.com/about-us/remuneration-policy.html .

QUALIFICATION OR RESERVATIONS IN STATUTORY AUDIT REPORTS

Your Board has the pleasure in confirming that no qualification reservation adverseremark or disclaimer has been made by the Statutory Auditors or Company Secretary inPractice in their Audit Reports issued to the Company.

LOANS GUARANTEES OR INVESTMENTS

Particulars of loans given investments made guarantees given and securities providedif any along with the purpose for which the loan or guarantee or security is proposed tobe utilised by the recipient are provided in the standalone financial statement (pleaserefer Notes 1114 and 18 of the standalone financial statement).

RELATED PARTY TRANSACTIONS

The Company has always been committed to good corporate governance practices includingmatters relating to Related Party Transactions (RPTs). Endeavour is consistently made tohave only arm's length transactions unless otherwise necessary for advancement of theCompany's business with Related Parties. The Board of Directors of the Company hasadopted the Related Party Transaction Policy regarding materiality of related partytransactions and also on dealings with Related Parties in terms of Regulation 23 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 with Stock Exchanges and Section 188 of the Companies Act 2013. Thepolicy is available at the following weblink :https://www.bergerpaints.com/about-us/rpt-policy.html.

All related party transactions have been carried out at arm's length basis in ordinarycourse of business and no material related party transaction i.e. transaction exceedingten percent of the annual consolidated turnover as per the last audited financialstatements were entered during the year by your Company. Accordingly the disclosure ofRelated Party Transactions as required under section 134(3)(h) of the Companies Act 2013in Form AOC-2 is not applicable.

MATERIALITY POLICY

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has framed a policy for determination of materiality based on criteria specifiedin the Regulations. The Policy is available at the following weblink:-https://www.bergerpaints.com/about-us/policy-determine-material-events.html .

POLICY FOR PRESERVATION OF DOCUMENTS

As per Regulation 9 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Company has framed a policy for preservation of documents based oncriteria specified in the said Regulations. The Policy is available at the followingweblink : https://www.bergerpaints.com/about-us/policy-preservation-documents.html .

SIGNIFICANT CHANGES

During the Financial Year 2015-16 no significant change has taken place which couldhave an impact over the financial position of the Company.

TRANSFER TO RESERVE AND DIVIDEND

The net profit of the Company available for appropriation is Rs.1149 crores. Theamount brought forward from the previous year is Rs.794.13 crores.

The Company has paid an interim dividend of Rs.0.65 per share of Rs.1/- (Rupee oneeach) only i.e. @ 65% for the year under review on 29th February 2016 and yourDirectors recommend a final dividend of Rs.1 per share i.e. @ 100% for the year underreview. Together with the interim dividend this would mean a total dividend of Rs.1.65per share i.e. 165% for the Financial Year 201516. This if approved will absorb anamount of Rs.114.43 crores (compared to Rs.86.66 crores in the previous year) net ofDividend Distribution Tax based on the current paid-up capital of the Company and will bepaid to those members holding shares in the physical mode whose names appear in theRegister of Members as on 3rd August 2016 and for shares held in electronic form tothose whose names appear in the list of beneficial holders furnished by respectiveDepositories as at the end of business hours on 27th July 2016.

The balance carried forward is Rs.1011.27 crores as under :

Rs. crores
Net Profit 354.87
Add : Amount brought forward from previous year 794.13
Less : Transferred to General Reserve -
Less : Dividend 114.43
Less : Dividend Distribution Tax 23.30
Balance carried forward 1011.27

In terms of the provisions of Section 124 of the Companies Act 2013 your Company hastransferred an amount of Rs.1650033 to the Investor Education and Protection Fund inrespect of dividend amounts lying unclaimed/unpaid for more than seven years from the datethey became due i.e. for the year ended 31st March 2008.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading ofInformation Regarding Unpaid and Unclaimed Amounts Lying with Companies) Rules 2012 theCompany has filed the necessary form and uploaded the details of unclaimed amounts lyingwith the Company as on 30th October 2015 with the Ministry of Corporate Affairs.

Conservation of Energy & Technology Absorption

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is annexed to Annexure 5 of this report.

Foreign Exchange Earnings and Outgo

The Company earned foreign exchange of Rs.2.72 crores from export of goods andconsultancy fees/royalty. Details of foreign exchange earnings and outgo appear in note 39of the standalone financial results.

Particulars of Employees

In terms of the provisions of Section 134 read with Rule 5 (2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 particulars of certaincategory of employees have been set out in Annexure 3 of this report.

STATEMENT OF EVALUATION OF BOARD OF DIRECTORS AND COMMITTEES THEREOF

The Company follows the provisions of the Companies Act 2013 and Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") in relation to Directors' appointmentsqualifications and independence.

Pursuant to Section 178(3) of the Companies Act 2013 and Regulation 17(10) of ListingRegulations the Compensation and Nomination and Remuneration Committee is entrusted withresponsibility of formulating criteria for determining qualifications positive attributesand independence of a Director. The same is available at the following weblink :https://www.bergerpaints.com/ about-us/criteria-pohcy.html.

The Compensation and Nomination and Remuneration Committee have laid down the followingcriteria for evaluating the performance of the Board of Directors :

Criteria

1. Board members support and debate the organisation's strategy and values enablingthem to set the tone from the top.

2. Board members have a clear understanding of the organisation's core business itsstrategic direction and the financial and human resources necessary to meet itsobjectives.

3. The Board sets the Company's targets and measures its performance against them.

4. Board meetings encourage a high quality of debate with robust and probingdiscussions.

5. Board members make decisions objectively and collaboratively in the best interestsof the organisation and feel collectively responsible for achieving organisationalsuccess.

6. The Board communicates effectively with shareholders.

7. Board members recognise the role which they and each of their colleagues is expectedto play and have the appropriate skills and experience for that role.

8. Board members actively contribute at meetings.

9. The Board has open channels of communication with executive management and othersand is properly briefed.

10. The Board is aware of steps taken to assess and mitigate risks through BusinessProcess and Risk Management Committee.

11. The Board is the right size and has the good mix of skills to ensure its optimumeffectiveness.

12. The Board's committees are properly constituted perform their delegated roles andreport back clearly and fully to the Board.

13. The Board meets sufficiently often and with information of appropriate quality anddetail such that agenda items can be properly covered in the time allocated.

14. Information is received in sufficient time to allow for proper consideration withscope for additional briefing if necessary.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

Pursuant to Section 134(3)(q) of the Companies Act 2013 read with Companies (Accounts)Rules 2014 it is stated that no material order has been passed by any regulator courtor tribunal impacting the Company's operations and its going concern status during theFinancial Year 2015-16.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the Company Mr. Kuldip SinghDhingra retires by rotation and being eligible offers himself for re-appointment.

Mr. Kuldip Singh Dhingra is an industrialist and promoter of the Company. He has over45 years of experience in paint and related industries. Mr. Dhingra is a science graduatefrom Hindu College University of Delhi.

Mr. Abhijit Roy Managing Director and Chief Executive Officer was appointed asDirector and Chief Operating Officer at the Annual General Meeting held in 2011 andappointed as the Managing Director and Chief Executive Officer at the Annual GeneralMeeting held in 2012 with effect from 1st July 2012 for a period of 5 years. In terms ofsection 196 of the Companies Act 2013 no reappointment of the Managing Director can bemade earlier than one year before the expiry of the term. Accordingly pursuant toSections 196 197 and 203 read with Schedule V and all other applicable provisions of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including any statutory modification(s) or re-enactment thereoffor the time being in force) Mr. Roy is proposed to be re-appointed as Managing Directorand Chief Executive Officer of the Company for a period of 5 years with effect from 1stJuly 2017 not liable to retire by rotation. A separate resolution for reappointment andpayment of remuneration to Mr. Roy has been put up in the Notice of Annual General Meetingas a part of the special business for your approval.

Mr. Roy is a Bachelor of Engineering (Mechanical) from Jadavpur University Kolkata andholds Diploma in Management from Indian Institute of Management Bangalore. Mr. Roy haslong and rich experience of over 24 years in paint industry. The Board believes that Mr.Roy's knowledge experience and expertise would greatly benefit the Company andaccordingly recommends the resolution for approval of the members.

Structure of the Board of Directors

Name of Director Non-executive Executive Independent Lady
Mr. Kuldip Singh Dhingra Y N N N
Mr. Gurbachan Singh Dhingra Y N N N
Mr. Abhijit Roy N Y N N
Mrs. Rishma Kaur N Y N Y
Mr. Kanwardip Singh Dhingra N Y N N
Mr. K. R. Das Y N Y N
Mr. Naresh Gujral Y N Y N
Mr. Gopal Krishna Pillai Y N Y N
Mr. Pulak Prasad Y N Y N
Mr. Dhirendra Swarup Y N Y N

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company believes that the best training is imparted when dealing with actual rolesand responsibilities on the job. To this extent the Company arranges detailedpresentation by Business and Functional Heads on various aspects including the businessenvironment economy performance of the Company industry scenario sales and marketingproduction raw materials research and development financial controls the Company'sstrategy etc. Visits to factories are also undertaken from time to time. This can be seenat the following weblink:https://www.bergerpaints.com/about-us/familiarization-program.html .

INFORMATION AS TO REMUNERATION OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the following disclosures are made :

1) Ratio of remuneration of Directors and Key Managerial Personnel to the medianremuneration of the employees :

Name of Director/KMP Remuneration received O Ratio as to that of the median employee Percentage increase in remuneration
Mr. Kuldip Singh Dhingra 1000000 2.1:1 0
Mr. Gurbachan Singh Dhingra 1000000 2.1:1 0
Mr. Abhijit Roy 16624556* 34.80:1 51.59
Mr. Kanwardip Singh Dhingra 2337380 4.90:1 0
Mrs. Rishma Kaur 2351790 4.92:1 0
Mr. Kamal Ranjan Das 250000 0.52:1 0
Mr. Pulak Chandan Prasad - Nil Nil
Mr. Naresh Gujral** 600000 1.26:1 200
Mr. Dhirendra Swarup** 600000 1.26:1 200
Mr. Gopal Krishna Pillai** 600000 1.26:1 200
Mr Srijit Dasgupta 9837258* 20.59:1 11.83
Mr Aniruddha Sen 7320920* 15.33:1 14.78

* Remuneration does not include value of ESOP's granted.

** Messrs Gujral Swarup and Pillai were appointed as Additional Directors on 20thAugust 2014 8th September 2014 and 12th September 2014 respectively.

Note-The median employee remuneration for 2015-16 is- Rs. 477688 p.a.

2) Percentage (%) increase in remuneration during the Financial Year 2015-16 : Pleasesee (1) above

3) Percentage (%) increase in the median remuneration of employees during the Financialyear 2015-16 : Rs.6.94

4) Number of permanent employees on the rolls of the Company as on 31st March2016-2802

5) Explanation on the relationship between average increase in remuneration andCompany's performance-These are based on growth in sales and earnings.

6) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company : For 2015-16 the Key Managerial Personnel were paid 1.06% ofthe Profit after tax of 2015-2016.

7) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer -

As on 31.03.2015

As on 31.03.2016

Market Capitalisation

No. of Shares Closing Price (Rs.) No. of Shares Closing Price (Rs.) As on 31.03.2015 (Rs.) As on 31.03.2016 (Rs.)
NSE 693284120 208.65 693477912 244.80 144653731638 169763392857

 

Share Price As on 31.03.2015 As on 31.03.2016 % increase
BSE 208.80 244.50 17.09%
NSE 208.65 244.80 17.32%

 

As On Market price per share (MPS) Earnings per share (EPS) Standalone P/E Ratio Standalone Earnings per share (EPS) Consolidated P/E Ratio Consolidated
31.03.2015 208.65 3.84 54.34:1 3.82 54.62:1
31.03.2016 244.80 5.12 47.81:1 5.33 45.93:1

Note : The Company has not made any public issue of securities in the last 15years. Hence comparison has not been made of current share price with the public offerprice.

The Company's shares are listed on The Calcutta Stock Exchange Ltd. BSE Ltd. andNational Stock Exchange of India Ltd. Since there was no trade in The Calcutta StockExchange Ltd during the year ended 31.03.2015 and 31.03.2016 no Closing Price isavailable of the same.

8) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration-The averagepercentile increase of employee was 13.87% as compared to an average percentile increaseof 27.41% of managerial remuneration. The increase of managerial remuneration is based ongrowth criteria.

9) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company-The ratio of remuneration of each KMP to the PAT of the Companyis given below :

Name of Key Managerial Personnel

1) Mr. Abhijit Roy - 0.005:1
2) Mr. Srijit Dasgupta - 0.003:1
3) Mr. Aniruddha Sen - 0.002:1

10) Key parameters for any variable component of remuneration availed by Directors -Thekey parameters are KPI set at the beginning of the year and those evolving during the yearbased on business scenario.

11) Ratio of the remuneration of the highest paid Director to that of the employees whoare not directors but receive remuneration in excess of the highest paid Director duringthe year- Nil

12) Pursuant to the requirement of Sec 197(14) the following disclosure is made inrespect to remuneration received by Directors:-

Name Nature of Transaction Amount (Rs.)
Mrs. Rishma Kaur Director and National Business Development Manager-Retail and also a Director of U.K.Paints (India) Private Limited Holding Company Consultancy fees received from U.K.Paints India Private Limited for consultancy rendered to U.K.Paints India Private Limited 33 Lacs
Mr. Kanwardip Singh Dhingra Director and National Business Development Manager-Industrial and also a Director of U.K.Paints (India) Private Limited Holding Company Consultancy fees received from U.K.Paints India Private Limited for consultancy rendered to U.K.Paints India Private Limited 27 Lacs

13) Affirmation

It is hereby affirmed by the Chairperson of the Company that the remuneration paid toall the employees Directors and Key Managerial Personnel of the Company during theFinancial Year 2015-16 are as per the Remuneration Policy framed by the Compensation andNomination and Remuneration Committee of the Company.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited BSE Limited and TheNational Stock Exchange of India Limited and the Company has paid the listing fees to eachof the Exchanges. As per Regulation 109(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 every issuer or the issuing company which has previouslyentered into agreement(s) with a recognised stock exchange to list its securities shallexecute a fresh listing agreement with such stock exchange within six months of the dateof notification of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.The Company executed fresh agreements with thefollowing Stock Exchanges where its shares are listed :

NSE : On 17th December 2015

BSE : On 4th January 2016

CSE : On 17th February 2016.

The addresses of these Stock Exchanges and other information for shareholders are givenin this Annual Report.

COST AUDITORS

The Board of Directors has re-appointed/appointed M/s N.Radhakrishnan & Co. 11ADover Lane Flat B1/34 Kolkata-700 029 for conducting cost audit at Howrah Rishra GoaPuducherry and Jejuri factories and Hindupur factory of the Company's British PaintsDivision and for filing of cost audit report and M/s Shome & Banerjee & Co. 2ndFloor 5A Narulla Doctor Lane West Range Kolkata-700 017 for conducting cost audit atits Jammu factory and at the factories of British Paints Division at Jammu Surajpur andSikandrabad under Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Rules 2014 subject to the approval of the Central Government for the year2016-17. The due date for filing Cost Auditors' report for the year 2014-15 was 25thOctober 2015. The said reports for the year 2014-15 were filed on 14th October 2015.

STATUTORY AUDITORS

The Statutory Auditors Messrs. S. R. Batliboi & Co. LLP Chartered Accountantswere appointed pursuant to the provisions of Sections 139 142 and the Rules madethereunder from the conclusion of the 91st Annual General Meeting upto the conclusion ofthe Sixth Annual General Meeting to be held after the 91st Annual General Meeting. Thisyear's notice includes a proposal for ratification of such appointment.

APPRECIATION

Your Directors place on record their deep appreciation of the assistance and guidanceprovided by the Central Government and the Governments of the States of India itssuppliers technology providers and all other stakeholders. Your Directors thank thefinancial institutions and banks associated with your Company for their support as well.Your Directors also thank the Company's dealers and its customers for their unstintedcommitment and valuable inputs.

Your Directors acknowledge the support received from you as shareholders of theCompany.

On behalf of the Board of Directors
Kolkata Kuldip Singh Dhingra
Dated : 30th May 2016 Chairman

ANNEXURE TO DIRECTORS' REPORT PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013READ WITH RULE 8(3) OF COMPANIES (ACCOUNTS) RULES 2014

A) CONSERVATION OF ENERGY :

1) The steps taken or impact on conservation of energy :

i. Installation of Capacitor Banks & Automatic Power Factor Controlling Panel formaintaining good Power Factor (Howrah Rishra Hindupur Jejuri Goa Pondicherry JammuVVN)

ii. Usage of energy efficient Sand Mills in place of Ball Mills for Paint Production(Howrah Rishra Goa Jammu Pondicherry VVN)

iii. Usage of Speed control device-Variable Frequency Drives in Twin Shaft DispersersHigh Speed Dispersers Mixing Tanks (Howrah Rishra Goa Pondicherry Jammu VVN)

iv. Controlling the running of the Cooling Tower Fans through temperature indicatorsinstalled at the Cooling Tower sumps (Jammu VVN Pondicherry Hindupur)

v. Usage of FRP Blades in place of Aluminium Blades in Cooling Tower Fans (JammuRishra Pondicherry Goa VVN)

vi. Installation of VFD in Dust Extraction System to reduce the energy consumption byreducing the running RPM of the Dust Extraction fan as per requirement (Hindupur)

2) Energy Conservation Measures for Plant & Township lighting and alternativeenergy usage :

i. Installation of Bio-briquette fired Thermic Fluid Heater in place of HSD firedThermic Fluid Heater (Pondicherry)

ii. Installation of energy efficient LED retrofit tube lights in place of high powerconsuming conventional tube lights (Howrah Rishra Goa Pondicherry VVN Jammu)

iii. Installation of energy efficient LED lighting fixtures in place of high powerconsuming conventional lighting fixtures for External lighting (Howrah Rishra GoaPondicherry VVN Jammu)

iv. Installation of photo sensors for external lighting for auto switch on/offoperation of the External lights (Hindupur Rishra)

v. Installation of Motion sensor based Indoor lighting system. (R&D-Howrah)

vi. Installation of energy efficient Agitators in Mixing Tanks (Hindupur Rishra GoaJammu)

vii. Installation of energy efficient Screw Compressors (Rishra Howrah PondicherryJammu)

viii. Installation of energy efficient multi-compressor Chilling Plants (HowrahRishra Jammu)

3) The Capital Investment of Energy Conservation Equipment :

Total investment of Rs.2.16 Crores made towards Energy Conservation equipment in thelast FY 2015-16.

Benefits derived as a result of the above efforts in the year 2015 :

1. Reduction in Specific Power consumption along with Specific Fuel consumption and inturn reduction in manufacturing cost.

2. Increase in Productivity & Operational Efficiency.

B) TECHNOLOGY ABSORPTION

I. Research and Development (R&D)

1) Specific areas in which R&D carried out by the Company :

• Development of new products and upgradation of existing products

• Reformulation for cost optimization without compromising quality

• Development of environment friendly products

• Collaborative work with suppliers and academic institutes

• Development of new resins and Emulsions

2) Benefits derived as a result of the above R&D :

• Development of new decorative products o Driveway paint

o Development for universal colorant o Development of metallic shades in Enamel o Highdurable exterior emulsion o Fire retardant enamel o Low VOC interior paints

• Development of products for business line — "ConstructionChemicals" o Weather coat roof guard

o Paving block admixture

o Semi rigid water proofing compound for portable water tank

• Development of new Automotive & General Industrial products o High solidtapping clear

o High solid resin o Conductive primer

o Extension of polyester based top coat product range o TSA based mono coat for threewheeler o PU matt finish for plastic component

• Development of new Powder Coating products o Development of Low bake productrange

o Development of Fast cure system o PU based product ranges

• Development of new Protective Coating products o DTM finish for multi metalsubstrate

o Wet surface epoxy for cooling tower o Zinc free coating for refinery

• Development of Wood Coating products o Easy Clean PU

3) Future Plan of action :

New products for retail protective coatings and automotive and general industrialsegments including premium emulsion low VOC paints and water based systems in Industrial.

4) Expenditure on R&D :

(Rs. in Lacs)
Capital Expenditure 174.88
Recurring Expenditure 1144.84
Total Expenditure 1319.72
Total R&D expenditure as a percentage of total turnover 0.29%

II. Technology Absorption Adaptation and Innovation :

(a) Efforts in brief made towards technology absorption adaptation & innovation:

• New products for specific OEM customer through collaborators' technology.

• Products of Powder Coating offered to General Industrial & other specificcustomers through absorption of collaborators' technology.

• Technology development with scientific and education institutions in thecountry.

(b) Benefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc.

• Introduction of several new products in the area of Automotive Powder CoatingProtective Coating & Architectural Coating.

(c) Technology Imported during the last 5 years :

• None

On behalf of the Board of Directors
Kolkata Kuldip Singh Dhingra
Dated : 30th May 2016 Chairman

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