The Board of Directors hereby presents their report on the business and operations ofyour Company along with the audited financial statements for the year ended 31 March 2018.
FY 2017-18 had a challenging environment with the combined effect of demonetization(November 2016) and GST implementation (July 2017) leading to subdued economic activityand consumer sentiments. Rise in crude oil prices and inflationary pressures led towidening of the fiscal deficit of the country. Growth in private investment in the countrycontinues to be a challenge. While the economy did witness a revival in the second half ofFY 2017-18 overall annual growth is estimated at around 6.6% lower than 7.1% of theprevious year.
Despite the challenges economic reforms continued with significant steps being takentowards resolution of problems associated with non-performing assets of the banks furtherliberalization of FDI introduction of the Indian Bankruptcy Code implementation of RealEstate Regulations (RERA) etc.
India continues to be the fastest growing major economies in the world and this trendis expected to continue in FY 2018 -19 also. India's GDP for FY 2018 -19 is expected togrow more than 7%. Macro economic data remains largely encouraging with lead indicatorsshowing the recovery carrying over into the final quarter of the fiscal year. The unionbudget for 2018 -19 reflected higher public capital outlays and investment in socialsector which more than offset a moderation in private spending growth. Government'sefforts to streamline GST rates and minimize the compliance burden are likely tofacilitate economic recovery specifically for small and medium enterprises. FMCG marketcontinues to offer sizeable headroom for growth by increasing penetration and higherconsumption. Legislations like RERA are expected to support growth in the houseconstruction sector - a growth opportunity for the company's business.
However factors like inflation exchange rate crude oil political situation climatechange etc. could impact the economic recovery and growth. On the positive side recordlevel of Forex Reserves at USD 424 billion as on 31 March 2018 reflects the positiveoutlook of global investors on India.
The financial statements include:
1. Stand-alone statements of the Company Akzo Nobel India Limited; and
2. Consolidated statements of the Group including the operational results of ICI IndiaResearch and Technology Centre on which the Company exercises effective control.
Total revenue for the year at H29653 million is 5% ahead of previous year on acomparable basis. However EBITDA from business operations at H3165 million de-grew 9%over the previous year. After considering exceptional income and tax the net profit forthe year at H4006 million grew 62% over previous year's H2470 million mainly on accountof exceptional income from sale of Specialty Chemicals business.
The revenue and results of the divested Specialty Chemicals Business have been includedin the financial statements and reported as Discontinued Operations'.
The highlights of the performance during the year are:
| || ||(Rs million) |
| ||Stand-alone ||Consolidated |
| ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Revenue from operations ||29653 ||28248 ||29653 ||28248 |
|Operating profit (EBITDA) ||3165 ||3488 ||3160 ||3488 |
|Depreciation ||(607) ||(565) ||(607) ||(565) |
|Other Income net of Finance costs ||403 ||461 ||403 ||461 |
|Exceptional item ||2462 ||39 ||2462 ||39 |
|Profit before tax ||5423 ||3423 ||5418 ||3423 |
|Tax ||(1417) ||(953) ||(1417) ||(953) |
|Profit after tax ||4006 ||2470 ||4001 ||2470 |
Note: Revenue figures have been re-stated on net of excise/GST basis to facilitatecomparison.
Divestment of Specialty Chemicals
As approved by the shareholders through postal ballot on 18 December 2017 theSpecialty Chemicals business including the manufacturing facility at Mahad Maharashtrawas divested to Akzo Nobel Chemicals India Private Limited an af_liate of Akzo NobelN.V. on 31 March 2018 with commercial effect from 1 January 2018 for a value of H3200million. The net consideration received after agreed adjustments for working capital andtax was H3098 million.
The Board at its meeting held on 6 April 2018 approved a proposal for the Company tobuy back its equity shares from all eligible shareholders (Equity shareholders as on theRecord Date to be announced in due course) on a proportionate basis for an amount notexceeding H2352 million. The buyback proposal comprised a purchase of 1.12 million fullypaid-up equity shares of the Company aggregating to 2.4% of the issued subscribed andpaid-up Equity Capital of the Company at a price of H2100 per equity share. Theshareholders approval for the proposal through postal ballot is in progress and furthersteps will be taken post shareholder approval.
Transfer to General Reserve
The Company proposes to transfer H400 million to the General Reserve out of the netprofit for the year ended 31 March 2018.
Keeping in view the current year's performance and other relevant considerations andin line with the Company's Dividend Distribution Policy the Board is pleased to recommenda dividend of H22 per share for the financial year 2017-18 maintaining the dividendcompared to the previous year.
Management Discussion and Analysis
With the divestment of Specialty Chemicals business your Company is now operating in asingle segment i.e. Coatings.
The Coatings industry is dominated by organised players accounting for about 65% of theindustry's value and the unorganised players accounting for the rest. Decorative paints(Paints') account for around 75% of the overall market in India and Performancecoatings (Coatings') account for the rest. Product quality performance and servicelevels continue to be the key differentiators across this market. While Paints is a B2Cbusiness Coatings is essentially a B2B business and is technology intensive with adiverse set of growth drivers with strong emphasis on selling a solution rather than aproduct.
With the implementation of GST Paints have been placed under the highest tax rate slabof 28% which is higher than the sum of taxes paid through excise value added tax (VAT)entry taxes etc. earlier.
The per capita paints and coatings consumption in India continues to be low compared tothe developed economies. As India develops and modernizes the per capita consumption isbound to increase. With the economy poised to grow >7% consumer spending is expectedto get a boost resulting in higher demand for paints and coatings. India's burgeoningyoung population represents a huge opportunity as more and more young Indians join theworkforce and will have disposable income available. The trend toward nuclear familyprovides a tail wind for the industry to grow further.
Demand for Paints depends on the housing sector and good monsoons whereas Coatingsdemand is linked to user industries like auto engineering infrastructure projects andconsumer durables. Paints segment is expected to witness higher growth going forward. TheGovernment's push towards rural infrastructure spends are expected to significantlyimprove rural consumption. Further rural economy could get a boost from the increasedminimum support prices farm produce and normal monsoon which is good for the industry.
Coatings business is dependent on business cycle and economic conditions. Demand forCoatings is expected to increase going forward on account of higher investments ininfrastructure and increased consumer spending.
While the overall business outlook remains positive for Coatings industry for 2018 -19concerns would remain on the raw materials front if crude oil prices continue to increase.
Operating in such a dynamic competitive environment has its own challenges. While thestrength of our brands and products helped in overall performance as we leveraged ourscale and continued to invest in technologies and digital solutions to support the growingneeds of our customers.
Total revenue for FY 2017-18 at H29653 million reflected a growth of 5% over previousyear's comparable figure whereas EBITDA at 3165 million de-grew 9% reflecting costpressures faced by the business. Top-line growth was driven by premium as well as massmarket products and price increases. EBITDA was impacted by higher raw material costspartly offset by increased selling prices continuous improvement and cost control. Duringthe first quarter of 17-18 the Coatings industry especially the consumer facingbusinesses experienced de-stocking ahead of GST rollout followed by a gradual recoveryin the subsequent quarters.
Your Company has achieved a seamless transition to GST regime.
Highlights of different businesses are given below:
Paints business has a presence in premium as well as mass market and economysegments with strong positioning in the premium segment and is focused on the buildingsand infrastructure end-user segment serving both consumers and professional painters.
The business has launched a series of innovative and enviro-friendly new productsduring the year that have received encouraging response from the market. Some of them are:
Dulux Aquatech water proo_ng range
Weathershield Flash two coat system revolutionary technology for exteriorwalls
Supercover Sheen entry level sheen product in premium emulsion.
The business has also established itself as a manufacturing hub for Colorants andTinters to neighbouring countries by leveraging its capacities.
The main drivers for the growth of this business have been shortening of the repaintingcycle and increased demand from smaller towns.
Going forward macro developments like nuclear families availability of easy financefor housing govt's thrust on affordable housing etc. are expected to push up theper-capita consumption of paints in the country and sustain the growth momentum of thisbusiness. However upward trend in key input prices and depreciation of INR remain aconcern in the near term.
Marine Coatings business mainly deals in providing coating solutions to coastal andNavy vessels. It serves customers in deep sea dry docks sea stores new build andcoastal docking (i.e. offshore supply service & transport vessels and _shing etc.)sectors. This business continued to experience tough market conditions mainly in the newbuild category.
Protective Coatings business services a wide range of industrial sectors like oil& gas power infrastructure projects and wind energy.
The main driving factors for the markets are boost in government projects for renewableenergy and acceleration of infrastructure projects.
Powder Coatings business caters to multiple segments like architectural generaltrade coaters general industries automobiles functional and domestic appliances. Inarchitecture this business offers coatings for exterior facades interior windows ofresidential & commercial buildings. Powder coating is also used on underbody-chassisexterior trims primers and clear for wheels and coatings for springs in the automobilesegment. Our Interpon brand is well-recognised at a global level.
With the commissioning of a new plant in Thane the capacity has increasedsignificantly.
Industrial Coating (ICO) business covers coil coatings packaging and woodcoatings. Coil coatings market is dominated by roo_ng domestic appliance and ACPsegments building & construction product category aluminum composite panels anddomestic appliances. Packaging coatings market can be broadly classified into beer &beverage general line closures and food. General line segment holds the biggest chunk ofthe market. Wood coatings is a relatively new business and offers a wide range of woodfinishes and adhesive solutions
Auto and Specialty Coatings (ASC) business covers vehicle refinishes and specialtycoatings. Vehicle refinishes business has a strong presence in mid-market range of vehiclerefinish products. This business has a strong correlation with the growth of automobileindustry. New car/commercial vehicle companies setting up operations in India as well asexpansion plans of existing companies indicate a positive growth trend for this business.
In Specialty coatings your Company is present mainly in the auto interiors andwireless segments supported by the new facility operating at Noida Uttar Pradesh.
Company's Business Strategy
Your Company's strategic objective is to build a sustainable business for long-termvalue creation. This includes focus to develop world class brands and color expertise andcontinue driving the digital and innovation agendas.
The focus will be to accelerate growth and profitability while increasing returns toall our stakeholders. Our financial target for the business is to achieve 15% return onsales and over 25% return on investment by year 2020.
Your Company continues to uphold the highest standards of corporate governance andseeks to consistently enhance and improve corporate governance performance emphasizingtransparency and embedding a sustainable culture of long-term value creation.
A report on Corporate Governance of the Company along with a certificate from apracticing Company Secretary confirming compliance with the conditions of corporategovernance is attached as Annexure I to this report.
Your Company has a mechanism to evaluate the performance of all Board members. Detailsof the evaluation are given in the Corporate Governance report.
Sustainability for the Company means delivering long-term value for all ourstakeholders. It underpins your Company's purpose and brands it's core principles andemployee value proposition. It also act as the driver for growth innovation andproductivity.
Your Company focuses on resource productivity and value selling as key drivers ofsustainability with explicit goals.
Your Company is driving resource productivity to make the most of valuable rawmaterials reducing environmental impact while strengthening its business. Initiatives toimprove material efficiency right-first-time and first quality production throughout ouroperations are integrated in the AkzoNobel Leading Performance System (ALPS). Thissystematic approach drives increased raw material efficiency and reduces waste whilebetter planning processes help to reduce slow-moving and obsolete stocks. Your Company usea range of best practice manufacturing indicators to monitor progress as well as theoperational eco-efficiency parameters.
In order to make the most productive use of resources especially raw materials yourCompany works closely with suppliers identifying and minimizing supply chain riskscreating value through continuous improvement and seeking out collaboration and jointdevelopment opportunities to ensure secure and sustainable supply of products.
Your Company works closely with customers to deliver solutions that will make theirbusiness more sustainable while delivering economic value to all parties in the chain byassessing the entire product range in sustainability terms to help customers make choicesthat deliver competitive advantage and also benefit to society.
Your Company's portfolio approach promotes the use of safer and more sustainableproducts. Your Company takes action to manage harmful substances in advance oflegislation futureproo_ng its products against changes in regulations.
A Business Responsibility Report is attached as Annexure II-A.
Corporate Social Responsibility
As a responsible corporate citizen your Company is committed to make a difference inthe communities it operates in. For the past few years it has been focusing on educationof underprivileged children skill development of youth and road safety in different partsof India. Many of its employees actively participate in these programs as volunteers. Anoverview of your Company's current CSR projects is given below:
Vocational Skill Training
In synergy with Govt. of India's flagship programme Skill India' Akzo Nobel haveinitiated skill training in decorative paints and vehicle refinish to promoteemployability among youth for the past two years. Currently Akzo Nobel Paint Academy haspresence in eight cities of India - Delhi Kolkata Mohali Bengaluru Lucknow PuneGorakhpur and Kolhapur. In the past one year 1475 youth have been trained and linkedwith employment. The training includes modules focusing on modern painting techniquesknowledge of paint surfaces and use of safety tools and PPE (Personal ProtectiveEquipment). The Academy is also focusing on developing soft skills of the painters toensure higher level of customer satisfaction and better client relationship.
Your Company believes there can be no innovation without education. In pursuance ofthis belief your Company has been supporting and investing in education of more than10000 children across seven States of India.
The flagship education project of Akzo Nobel India is Parivartan' which is beingimplemented in Delhi Madhya Pradesh Maharashtra Telangana and Karnataka. In the pastone year Parivartan transformed the lives of more than 3000 children using education as amedium. In this project your Company offer early childhood education to children from 2-6years non-formal education to out of school children to bring them back to the school andremedial education to under privilege children to improve their grades and stop them fromdropping out of school.
Your Company is specially committed for promotion of girls' education and therefore inDisha Pari Udan Project it is promoting girls education for more than 1000 girls from 12Govt. schools of Hyderabad and Bengaluru. The main objective of the project is to ensurethat girls are able to complete 10 years of schooling with a sound orientation on healtheducation sports/ co-curricular activities and life skill education. As part of theproject your Company has established toilets library and science labs in the schools toensure availability of basic facilities to promote education for girls. Your Company alsoprovides after school hours supplementary education to needy students and sensitisation onlife skills and reproductive health.
Your Company identifies the critical need to promote awareness about road safety in thecountry especially among children and vehicle drivers. With this objective Akzo NobelIndia has joined hands with Mohali and Navi Mumbai Traffic Police to conduct comprehensiveroad safety awareness programme. In the year 2017-18 more than 7000 school childrencitizens and commercial/school and private vehicle drivers were sensitized on roadsafety.
Details of the CSR policy of the Company is available on our website at www.akzonobel.co.in
A report on the CSR activities undertaken by your Company during the fiscal year2017-18 is attached as Annexure II-B. It is pertinent to note that over 90% of CSRspend is incurred in local areas where your Company has its operations.
Your Company had cordial relations with employees across all locations during the year.The total number of employees on the rolls of the Company as at 31 March 2018 was 1869(previous year 1902).
Information as per Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. However as permitted under the provisions of Section 136 of the Act the Reportand Financial Statements are being sent to the members excluding the statement containingthe said information.
Any member interested in obtaining such particulars may inspect the same at theRegistered Office of the Company or write to the Company Secretary for a copy.
The disclosures below are made in terms of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:
| || ||(i) ||(ii) |
|Name ||Status ||Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 ||Percentage increase in remuneration during 2017-18 over 2016-17 |
|Mr Nihal Kaviratne CBE (upto 14 August 2017) ||Non Executive ||1.36 ||NA only part of the year |
|Mr Amit Jain ||Non Executive ||0.54 ||NA no payment in previous year |
|Mr Jayakumar ||Managing Director ||31.91 ||15% of base salary |
|Krishnaswamy || || || |
|Mr Pradip Menon ||Wholetime Director and CFO ||23.88 ||10% of base salary |
|Mr R Gopalakrishnan ||Non Executive Independent ||1.61 ||18% mainly due to revision in sitting fees |
|Mr Arabinda Ghosh ||Non Executive ||- ||Nil |
|Mr Raj S Kapur ||Non Executive Independent ||1.88 ||32% mainly due to revision in sitting fees |
|Dr Sanjiv Misra ||Non Executive Independent ||1.81 ||41% mainly due to revision in sitting fees |
|Ms Kimsuka Narsimhan ||Non Executive Independent ||1.54 ||15% mainly due to revision in sitting fees |
|Mr Arvind Uppal ||Non Executive Independent ||1.81 ||44% mainly due to revision in sitting fees |
|Mr Jeremy Rowe ||Non Executive ||- ||Nil |
|Mr R Guha ||Company Secretary ||NA ||8% of base salary |
| ||Description ||Remarks |
|(iii) ||Percentage increase in the median remuneration of employees in the financial year ||6% |
|(iv) ||Number of permanent employees on the rolls of the Company ||1869 as on 31 March 2018 |
|(v) ||Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||Average percentage increase in base salary of non-managerial personnel was 6% which is considered in line with the prevailing market conditions and other relevant factors. |
It is hereby affirmed that the remuneration to managerial personnel referred to aboveis as per the remuneration policy of the Company.
1. The aforesaid details are calculated on the basis of remuneration for the financialyear 2017-18.
2. Remuneration to Directors includes sitting fees paid to them for the financial year2017-18.
3. Median remuneration in the Company (on cost to company basis) for all its employeeswas H744594 for the financial year 2017-18.
4. Remuneration to Directors is within the overall limits approved by the shareholders.
Conservation of Energy Technology Absorption and Forex Earnings and Outgo
Your Company continues to use its research and development base to bring consumers newproducts with improved performance features and products for special applications.Particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134 of the Companies Act 2013 are givenin Annexure III to this report.
Your Company continues to leverage IT for efficient management of its businessoperations and enhancing customer experience.
Your Company along with its business partners transitioned smoothly to the GST platformon 1st July 2017.
Dulux Visualizer continued its success story helping people to play with color ideasand see what rooms will look like before anything is applied to the wall. Regularlyupgraded with new features it's just one of the ways in which your Company shares it'sglobal expertise in color and design with customers and consumers.
Internal Control Systems
Your Company has an effective risk management framework which helps the Board tomonitor the state of controls in key business processes. Your Company has well-establishedprocedures for internal controls commensurate with its size and operations. Theorganisation is appropriately staffed with qualified and experienced personnel forimplementing and monitoring the internal control environment.
The Board periodically reviews the state of compliance with all laws applicable to theCompany. The Company has an IT enabled tool incorporating all applicable legal complianceswhich are marked to their respective owners. The compliance library is updatedperiodically covering all changes with respect to Laws/Regulations.
Policy against Sexual Harassment
Your Company has formulated a policy for the prevention of sexual harassment within theCompany. It seeks to prevent and deter acts of sexual harassment and communicateprocedures for their resolution and settlement. Internal Complaints Committees have beenconstituted in accordance with the requirements of the law. There were no cases/complaints reported in this regard during 2017-18. A copy of the Policy against sexualharassment has been disseminated amongst all employees and is posted on the Companywebsite which can be accessed from www.akzonobel.co.in.
Related Party Transactions (RPTs)
Your Company enters into various transactions with related parties as defined underSection 2(76) of the Companies Act 2013. All the RPTs are undertaken in compliance withthe provisions set out in Companies Act 2013 and the Listing Regulations. Your Companyhas a robust process for RPTs and the transactions with related parties are referred tothe audit committee for its approval at the scheduled quarterly meetings or as may becalled upon from time to time along with all relevant information.
Your Company's Policy on materiality of RPTs and dealing with RPTs may be accessed onthe Company's website at www.akzonobel.co.in.
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and/ or have been duly approved as required under law. During the year the Companyhad entered into contracts / arrangements / transactions with related parties which couldbe considered material in accordance with the policy of the Company on materiality ofRPTs with requisite approvals.
Your Directors draw attention of the members to Note 34 to the financial statementswhich contains the requisite disclosures.
Loans Guarantees & Investments
There are no loans given or guarantees issued that are covered under Section 186 of theAct read with the Rules made thereunder. Details of investments made under the saidsection are covered in Notes 5.1 and 8.1 of the financial statements.
Extracts of the Annual Return
As required under Section 134(3)(a) of the Act read with the Companies (Management andAdministration) Rules 2014 an extract of the Annual Return in the prescribed form isattached as Annexure IV.
Directors & Key Management Personnel
Mr Pradip Menon will be retiring by rotation at the forthcoming Annual General Meeting(AGM) and has offered himself for re-election.
Mr Jeremy Paul Rowe joined the board as an additional director with effect from 6 April2018 and will be holding office till the forthcoming AGM. His appointment will be placedfor shareholders' approval at the forthcoming AGM.
A brief resume of M/s Pradip Menon and Jeremy Paul Rowe as required under regulation36 of the Listing Regulations is given in the Notice convening the AGM.
Declaration by Independent Directors
The Company has received necessary declarations from each Independent Director that he/she meets the criteria of independence laid down in Section 149(6) of the Act and theListing Regulations.
M/s Price Waterhouse Chartered Accountants LLP will retire as the Auditors of theCompany at the conclusion of the forthcoming AGM and have offered themselves forre-appointment. Their appointment is proposed to be extended in terms of section 139 ofthe Companies Act 2013 and is placed for shareholder approval at the forthcoming AGM.
In terms of Section 148 of the Companies Act 2013 Cost Audit was conducted for theyear 2017-18 by M/s Chandra Wadhwa & Co. New Delhi. Their report for the year 2016-17has been filed with MCA within the stipulated time.
The Board has re-appointed M/s Chandra Wadhwa & Co. New Delhi as the Cost Auditorsfor conducting Cost Audit for the financial year 2018-19 whose remuneration is subject torati_cation by the shareholders at the AGM.
In terms of Section 204 of the Companies Act 2013 Secretarial Audit was conducted forthe year 2017-18 by M/s A K Labh & Co. Kolkata. Their report is appended.
The Board has re-appointed M/s A K Labh & Co. Kolkata to conduct Secretarial Auditfor the financial year 2018-19.
Directors' Responsibility Statement
As required under Section 134(5) of the Companies Act 2013 the Board states that:
a) in the preparation of the annual accounts the applicable Indian accountingstandards had been followed along with proper explanation relating to material departures;
b) the Directors had 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 and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:
1. The Company has issued only one class of equity shares with equal voting rights.
2. The Company has not issued any shares during the year under ESOPs or Sweat Equityor otherwise.
3. The Managing Director or Wholetime Directors of the Company did not receive anyremuneration or commission from any other company belonging to AkzoNobel Group orassociate companies.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which could impact the going concern status and the Company's operations infuture.
5. Your Company has not accepted any public deposits during the year and no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.
Some of the statements in this report describing your Company's objectives andexpectations expressed in good faith may constitute forward looking statements'within the meaning of applicable laws and regulations. Actual results might differmaterially from those in the event of changes in the assumptions/ market conditions.
The Board of Directors wish to convey their gratitude and appreciation to all theemployees of your Company for their valuable contribution during the year. They also wishto place on record their appreciation for the customers shareholders investors bankersagents suppliers distributors and other business associates for their cooperation andsupport.
| ||On behalf of the Board |
|Place: Gurugram ||Amit Jain |
|Date: 10 May 2018 ||Chairman |