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Asian Paints Ltd.

BSE: 500820 Sector: Consumer
NSE: ASIANPAINT ISIN Code: INE021A01026
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VOLUME 29928
52-Week high 1335.10
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P/E 63.45
Mkt Cap.(Rs cr) 120,322
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 1272.05
CLOSE 1272.10
VOLUME 29928
52-Week high 1335.10
52-Week low 1082.00
P/E 63.45
Mkt Cap.(Rs cr) 120,322
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asian Paints Ltd. (ASIANPAINT) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 72nd Annual Report of theCompany for the financial year ended 31st March 2018.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2018 issummarized below:

(Rs. in Crores)

Standalone Consolidated
Year ended Year ended Growth Year ended Year ended Growth
31.03.2018 31.03.2017 (%) 31.03.2018 31.03.2017 (%)
Revenue from Operations* 14153.71 12722.76 11.2% 16843.76 15168.18 11.0%
Earning Before Interest Taxes Depreciation and Amortisation 3198.00 2971.01 7.6% 3418.23 3248.85 5.2%
Less : Finance Cost 21.06 18.86 - 35.07 29.99 -
Less : Depreciation and Amortisation Expense 311.11 295.43 - 360.47 334.79 -
Profit for the period before share of profit in associate 2865.83 2656.72 7.9% 3022.69 2884.07 4.8%
Share of profit ofAssociate - - - 45.79 49.61 -
Profit Before Tax 2865.83 2656.72 7.9% 3068.48 2933.68 4.6%
Less : Tax Expense 971.03 855.00 1040.96 943.29
Profit for the period from continuing operations 1894.80 1801.72 5.2% 2027.52 1990.39 1.9%
Profit before tax from discontinued operations - - - 70.59 30.55 -
Tax expense of discontinued operations - - - 0.59 4.69 -
Profit for the period from discontinued operations - - - 70.00 25.86 -
Profit for the period 1894.80 1801.72 5.2% 2097.52 2016.25 4.0%
Attributable to:
Shareholders of the Company 1894.80 1801.72 5.2% 2038.93 1939.43 5.1%
Non Controlling Interest - - - 58.59 76.82 -
Other Comprehensive Income (net of tax) (3.97) 139.04 - (34.80) 9.26 -
Total Comprehensive Income 1890.83 1940.76 -2.6% 2062.72 2025.51 1.8%
Attributable to:
Shareholders of the company 1890.83 1940.76 -2.6% 2009.48 1999.99 0.5%
Non-Controlling Interest - - - 53.24 25.52 -
Opening balance in Retained Earnings 2672.53 2282.32 - 2688.71 2141.50 -
AMOUNT AVAILABLE FOR APPROPRIATION 4575.33 4089.42 - 4736.24 4106.21 -
Dividend - Interim - FY 2017-18 254.19 - - 254.19 - -
Interim - FY 2016-17 - 254.19 - - 254.19 -
Final- FY 2016-17 733.79 - - 733.79 - -
Final- FY 2015-16 - 508.37 - - 508.37 -
Tax on Dividend 199.44 154.33 - 199.44 154.33 -
Transfer to General Reserve - 500.00 - - 500.00 -
Transfer to Other Reserve - - - 1.04 0.61 -
Closing balance in Retained Earnings 3387.91 2672.53 - 3547.78 2688.71 -

* Figures for Revenue from Operations are comparable numbers .i.e Excise Duty has beenremoved as same does not form part of Revenue post GST implementation.

COMPANY'S PERFORMANCE REVIEW

During the financialyear 2017-18 revenue from operations on standalone basis increasedto ' 14153.71 crores as against ' 12722.76 crores in the previous year - a growth of11.2%.

Cost of goods sold as a percentage to revenue from operations increased to 56.40 % asagainst 54.58 % in the previous year.

Employee cost as a percentage to revenue from operations decreased to 5.6% (' 791.08crores) against 5.8% (' 742.83 crores) in the previous year.

Other expense as a percentage to revenue from operations decreased to 17.4% (' 2459.43crores) as against 18.6% (' 2365.04 crores) in the previous year.

The ProfitAfterTax tor the currentyear is ' 1894.80 crores against ' 1801.72 croresin the previous year - a growth of 5.2%.

On a consolidated basis the group achieved revenue of Rs. 16843.76 crores as against'15168.18 crores - a growth of11.0%. Net profit after non-controlling interest for thegroup for the currentyear is W 2038.93 crores as against W 1939.43 crores in thepreviousyear-a growth of 5.1%.

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2017-18and the date ofthis report. There has been no change in the nature of business of the Company.

DIVIDEND

During the year under review the Company declared and paid to the shareholders aninterim dividend of ' 2.65 (Rupees two and paise sixty five only) per equity share of theface value of ' 1 (Rupee one only) each in the month of October 2017. In addition theDirectors have recommended payment of ' 6.05 (Rupees six and paise five only) per equityshare of the face value of' 1 (Rupee one only) each as final dividend for the financialyear 2017-18 for the approval of the shareholders at the ensuing Annual General Meetingof the Company. If approved the total dividend (interim and final dividend) for thefinancial year 2017 - 18 will be ' 8.70 (Rupees eight and paise seventy only) per equityshare of the face value of' 1 (Rupee one only) each as against the total dividend of '10.30 (Rupees ten and paise thirty only) per equity share of the face value of '1 each(Rupee one only) paid for the previous financial year 2016-17 which included one-timespecial dividend of ' 2 (Rupees two only) per equity share of the face value of ' 1 each(Rupee one only).

The Dividend Distribution Policy of the Company is set out as Annexure [A] and the sameis uploaded on the Company's website (https://www.asianpaints.com/more/investors/policies-programs.html).

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Consolidated Financial Statements of the Company for thefinancial year 2017-18 have been prepared in compliance with applicable AccountingStandards and on the basis of audited financial statements of the Company itssubsidiaries and associate companies as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors' Report form part ofthis Annual Report.

SUBSIDIARIES & ASSOCIATE COMPANIES Financial Performance:

A separate statement containing the salient features of financial statements of allsubsidiaries of the Company in the prescribed Form AOC - 1 forms a part of consolidatedfinancial statements in compliance with Section 129 (3) and other applicable provisionsif any of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules2014. The said Form also highlights the financial performance of each of the subsidiariesand joint venture companies included in the consolidated financial statements of theCompany pursuant to Rule 8(1) of the Companies (Accounts) Rules 2014.

In accordance with Section 136 of the Companies Act 2013 the financial statements ofthe subsidiary and associate companies are available for inspection by the members at theRegistered Office of the Company during business hours on all days except SaturdaysSundays and public holidays upto the date of the Annual General Meeting ('AGM'). Anymember desirous of obtaining a copy of the said financial statements may write to theCompany Secretary at the Registered Office of the Company. The financial statementsincluding the consolidated financial statements and all other documents required to beattached to this report have been uploaded on the website of the Company (www.asianpaints.com ). The Company has formulated apolicy for determining material subsidiaries. The policy may be accessed on the website ofthe Company (https://www .asianpaints.com/more/investors/policies-programs.html).

During the year under review:

a. In order to consolidate the Company's investments in overseas subsidiary companiesAsian Paints (International) Limited Mauritius wholly owned subsidiary was amalgamatedwith the Company pursuant to an Order dated 29th November 2017 passed by theMumbai Bench of the Hon'ble National Company Law Tribunal pursuant to Sections 230 to 232and 234 other applicable provisions of the Companies Act 2013 and any other applicableRegulations. The appointed date for the Scheme of amalgamation was 1st January2017.

The merger was effective 15th January 2018 after obtaining necessaryapprovals including approval from the Registrar of Companies Mauritius.

b. The Company acquired the balance 49% of the paid up share capital of SleekInternational Private Limited (Sleek) from the Ahuja family for a consideration of ' 50crores (Rupee Fifty crores only). Sleek is now a wholly owned subsidiary of the Company.

c. The Company acquired 100% stake in Reno Chemicals Pharmaceuticals & CosmeticsPrivate Limited (Reno) for an amount of ' 159.52 crores (Rupees one hundred fifty ninecrores and fifty two lakhs only) with an objective of using the land and building of Renoto meet the Company's growing infrastructure requirements.

d. The Company fully exited from its operations in the Caribbean region carried onthrough Lewis Berger (Overseas Holdings) Limited (LBOH) United Kingdom indirectsubsidiary of the Company for a consideration of ' 189.16 crores (Rupees one hundredeighty nine crores and sixteen lakhs only) (approx). The divestment was with an objectiveto focus on its international presence in growing geographies across the continents ofAsia and Africa.

EXPANSION OF MANUFACTURING CAPACITY AT ANKLESHWAR GUJARAT

During the year under review the Company resolved to expand the existing paintmanufacturing capacity at its unit situated at Ankleshwar Gujarat from 130000 KL to300000 KL per annum and to augment the manufacturing capacity of synthetic resins andemulsions from existing 32000 MT to 85000 MT (approx.) over a span of the next 3 - 4years.

The said expansion and augmentation would involve phasing out the current PhthalicAnhydride and its allied products manufactured at this facility.

The Company is awaiting necessary approvals from statutory authorities and willthereafter work on this project in a phased manner.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) and the Articles of Association of the Company Mr. AshwinChoksi (Non-Executive Chairman) and Mr. Ashwin Dani (Non-Executive Vice-Chairman) areliable to retire by rotation at the ensuing AGM and being eligible have offered themselvesfor re-appointment.

In accordance with the provisions of the Companies Act

2013 read with the Rules issued thereunder the Listing Regulations and the Articles ofAssociation of the Company the Independent Directors and the Managing Director of theCompany are not liable to retire by rotation.

Declaration of independence from Independent Directors:

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16 of Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

Number of meetings of the Board:

8 (eight) meetings of the Board of Directors were held during the financial year. Thedetails of the meetings of the Board of Directors of the Company convened during thefinancialyear 2017-18 are given in the Corporate Governance Report which forms part ofthis Annual Report.

Remuneration of directors key managerial personnel and particulars of employees:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

The information required underSection 197 ofthe Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/ employees of the Company is set out in the Annexure [B] to thisreport and is also available on the website of the Company (www.asianpaints.com ).

Nomination and Remuneration Policy:

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations.

The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive and Independent Directors on the Board of Directors of the Company andpersons in the Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of Directors and othermatters as provided under sub-section (3) of Section 178 of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).

The salient features of the Policy is set out in the Corporate Governance Report whichforms part of this Annual Report. The Policy is also available on the website of theCompany https://www.asianpaints.com/more/investors/policies-programs.html .

Performance Evaluation:

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of DirectorsCommittees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committeesof the Board for the financialyear 2017-18was initiated by the Nomination and RemunerationCommittee by triggering online Survey(s) to all Directors.

The Directors carried out the annual performance evaluation of the Board Committees ofBoard and individual Directors along with assessing the quality quantity and timelinessof Row ofinformation between the Company management and the Board that is necessary forthe Board to effectively and reasonably perform their duties.

The details of the evaluation process are set out in the Corporate Governance Reportwhich forms a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Directors ofthe Company confirm that:

a. in the preparation of the annual accounts for the financialyear ended 31stMarch 2018 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of the Company as at 31stMarch 2018 and of the profit and loss of the Company for the financial year ended 31stMarch 2018;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a 'going concern' basis;

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 read with the Rules issued thereunder and Regulation 18 of theListing Regulations. The members of the Audit Committee are financially literate and haveexperience in financial management.

The Audit Committee comprises of Mr. M. K. Sharma

Mr. Mahendra Shah Mr. Abhay Vakil and Mr. R Seshasayee. Mr. Jayesh Merchant acts asSecretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report. It speaks about theoverall industry structure global and domestic economic scenarios developments inbusiness operations/ performance of the Company's various businesses viz. decorativebusiness international operations industrial and home improvement business internalcontrols and their adequacy risk management systems and other material developmentsduring the financial year 2017-18.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance forms anintegral part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing the various initiatives taken by the Company on the environmental social andgovernance front forms an integral part of this Annual Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor:

M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as Statutory Auditors of the Company at the 70thAGM till the conclusion of the 75th AGM.

M/s. Deloitte Haskins & Sells LLP have confirmed their eligibility andqualification required underSections 139

141 and other applicable provisions of the Companies Act 2013 and Rules issuedthereunder (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force).

The Auditors' Report for the financial year ended 31st March 2018 on thefinancial statements of the Company is a part of this Annual Report. The Auditors' Reportfor the financial year ended 31st March 2018 does not contain anyqualification reservation or adverse remark.

Cost Auditor:

The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed M/s. RA & Co. Cost Accountants (Firm Registration No.000242) as the Cost Auditor of the Company to conduct the audit of cost records for thefinancial year 2018-19. The remuneration proposed to be paid to the CostAuditor subjectto ratification by the shareholders of the Company at the ensuing 72nd AGMwould not exceed ' 6.75 lakhs (Rupees six lakhs seventy five thousand only) excludingtaxes and out of pocket expenses if any.

The Company has received consent from M/s. RA & Co.

Cost Accountants to act as the Cost Auditor for conducting audit of the cost recordsfor the financial year 2018-19 along with a certificate confirming their independence andarm's length relationship.

Secretarial Auditor:

The Board of Directors of the Company has appointed Dr. K R Chandratre PracticingCompany Secretary (Certificate of Practice No. 5144) as the Secretarial Auditor toconduct an audit of the secretarial records for the financial year 2018-19.

The Company has received consent from Dr. K. R. Chandratre to act as the auditor forconducting audit of the secretarial records for the financialyear ending 31stMarch 2018.

The Secretarial Audit Report for the financial year ended 31st March 2018is set out in the Annexure [C] to this report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2018 inForm MGT - 9 in accordance with Section 92 (3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out in the Annexure [D] tothis report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with Related Partieswere in ordinary course of business and at arm's length basis.

During the year under review the Company has not entered into anycontracts/arrangements/transactions with related parties which qualify as material inaccordance with the Policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on Related Party Transactions formulated by theCompany.

There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note 43 to the Standalone Financial Statements of the Company.

Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure [E] to thisreport.

LOANS AND INVESTMENTS

Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on 31st March 2018 are set out in Note 38 to the StandaloneFinancial Statements of the Company.

RISK MANAGEMENT

The Company has a well-defined process in place to ensure appropriate identificationand treatment of risks. Risk identification exercise is inter-woven with the annualplanning cycle which ensures both regularity and comprehensiveness. The identification ofrisks is done at strategic business operational and process levels. While the mitigationplan and actions for risks belonging to strategic business and key critical operationalrisks are driven by senior leadership for rest of the risks operating managers drive theconception and subsequent actioning of mitigation plans.

The key strategic business and operational risks which are significant in terms oftheir impact to the overall objectives of the Company along with status of the mitigationplans are periodically presented and discussed in the Risk Management Committee (RMC)meetings. Inputs from the RMC are duly incorporated in the action plans. AH significantrisks are well integrated with functional and business plans and are reviewed on a regularbasis by the senior leadership.

The Company through its risk management process aims to contain the risks within itsrisk appetite. There are no risks which in the opinion of the Board threaten the existenceof the Company. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Annual Report.

VIGIL MECHANISM

The Whistleblower Policy has been approved and adopted by Board of Directors of theCompany in compliance with the provisions of Section 177 (10) of the Companies Act 2013and Regulation 22 of the Listing Regulations.

The Company has engaged a third party for managing an 'Ethics Hotline' which can beused by employees and business associates of the Company to inter alia report anyinstances of financial irregularities breach of code of conduct abuse of authoritydisclosure of financial / price sensitive information unethical / unfair actionsconcerning company vendors / suppliers malafide manipulation of company recordsdiscrimination to the Code of Conduct in an anonymous manner.

The Policy also provides protection to the employees and business associates who reportunethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in linewith the Whistle Blower Policy.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company's Policy on Prevention of Sexual Harassment at Workplace is in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 (Prevention of Sexual Harassment of Women at Workplace Act) andRules framed thereunder. Internal Complaints Committees have also been set up to redresscomplaints received regarding sexual harassment.

The Company conducts sessions for employees across the organization to build awarenessamongst employees about the Policy and the provisions of Prevention of Sexual Harassmentof Women at Workplace Act.

During the financialyear2017-18 4 (four) complaints of sexual harassment were receivedby the Company and the same were investigated in accordance with the procedures prescribedand adequate steps were taken to resolve them.

The Company is committed to providing a safe and conducive work environment to all ofits employees and associates.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financialyearended 31st March 2018 the Company incurred CSRExpenditure of ' 46.51 crores (Rupees forty six crores and fifty one lakhs only). The CSRinitiatives of the Company were under the thrust areas of health & hygiene educationwater management and enhancement of vocational training.

The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financialyear ended 31st March 2018 in accordance with Section 135of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules2014 (including any statutory modification(s) or re-enactment(s) thereof for the timebeing in force) is set out in the Annexure [F] to this report.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Internal financial control systems of the Company have been designed to providereasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable Accounting Standards.

The Company has a well-defined and documented delegation of authority manual withspecified limits for approval of expenditure both capital and revenue. The Company has aShared Services Center (SSC) which centrally handles payments made by the Company. Whilecompliance with the policies are well integrated with the underlying processes SSC actsas a second line of defence to ensure adherence to certain laid down policies.

The Company uses an established Enterprise Risk Management (ERP) system to record dayto day transactions for accounting and financial reporting. The ERP system is configuredto ensure that all transactions are integrated seamlessly with the underlying books ofaccounts.

The Company periodically conducts physical verification of inventory fixed assets andcash on hand and matches them with the books of account. Explanations are sought for anyvariances noticed from the respective functional heads.

The Company has a robust financial closure self-certification mechanism wherein theline managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates. There are adequate polices authorizationmatrices governing financial transactions and approvals.

The Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 of the Companies Act 2013 read togetherwith the Companies (Indian Accounting Standards) Rules 2015. These are in accordance withGenerally Accepted Accounting Principles in India. Changes in policies if any areapproved by the Audit Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/ validate them as and whenappropriate. The basis of such judgments and estimates are also audited by the StatutoryAuditors and reviewed by the Audit Committee.

For each major element in the financial statements the inherent reporting risks havebeen identified by the Company. Controls have been put to mitigate these risks. Theserisks and the mitigation controls are revisited periodically. Corporate accounts functionof the Company is actively involved in designing large process changes as well asvalidating changes to IT systems that have a bearing on the books of account.

The Company gets its Standalone financial statements audited every quarter by itsStatutory Auditors. The policies to ensure uniform accounting treatment are prescribed tothe subsidiary companies as well of the Company. The accounts of the subsidiary and jointventure companies are audited and certified by their respective Statutory Auditors forconsolidation.

OTHER DISCLOSURES

a. During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orreenactments) thereof for the time being in force);

b. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

c. There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future;

d. The information on conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is set out in the Annexure [G] to thisreport;

e. The Managing Director & CEO of the Company has not received any remuneration orcommission from any of Companies subsidiary;

f. None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force);

g. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ Directors or by trustees for the benefit of employees/ Directors;and

h. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year.

The Board conveys its appreciation for its customers shareholders suppliers as wellas vendors bankers business associates regulatory and government authorities for theircontinued support.

For and on behalf of the Board

Ashwin Choksi

Chairman

Place: Mumbai

Date: 10th May 2018

Annexure (A) to Board's Report

DIVIDEND DISTRIBUTION POLICY

(Approved by the Board of Directors at their meeting held on 25th October2016)

INTRODUCTION

This Policy is called "Asian Paints Limited - Dividend Distribution Policy"(hereinafter referred to as "this Policy") and shall be effective From 25thOctober 2016 ("Effective Date").

In terms of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 including any statutory modification(s) orre-enactment(s) thereof for the time being in force Asian Paints Limited (hereinafterreferred to as "the Company") is required to Frame this Policy.

POLICY

This policy aims at ensuring compliance with the provisions of Regulation 43A ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 including any statutory modification(s) or re-enactment(s) thereof forthe time being in force.

The Company would inter alia consider the following financial parameters and/orinternal & external factors before declaring dividend(s) or recommending dividend(s)to the shareholders:

• Current year profits arrived at after providing for depreciation in accordancewith the provisions of Section 123 and other applicable provisions if any of theCompanies Act 2013 read with the Rules issued thereunder; and/or

• Profits from any of the previous financial year(s) arrived at after providingfor depreciation in accordance with the provisions of Section 123 and other applicableprovisions if any of the Companies Act 2013 read with the Rules issued thereunder;

• Fund requirements to finance the working capital needs of the business;

• Opportunities for investments of the funds of the Company to capture futuregrowth in the industry e.g. capital expenditure network expansion etc;

• Funding requirements for any organic and inorganic growth opportunities to bepursued by the Company;

• Optimal free cash to fund any exigencies if any;

• Prevailing legal requirements regulatory conditions or restrictions laid downunder the applicable laws including tax laws.

In case the Board proposes not to distribute the profit; the grounds thereof andinformation on utilisation of the retained earnings if any shall be disclosed to theshareholders in the Board's Report forming part of Annual Report of the Company.

The CFO jointly with the MD & CEO of the Company shall suggest any amount to bedeclared / recommended as Dividend to the Board of Directors of the Company taking intoaccount the aforementioned parameters.

Parameters adopted w.r.t. various classes of shares:

• The Company has only one class of shares referred to as equity shares of theface value of Re. 1 each forming part of its Issued Subscribed and Paid - up sharecapital.

• Dividend (including interim and/or final) would be declared and paid to equityshareholders at the rate fixed by the Board of Directors of the Company. Final dividendproposed by the Board of Directors if any would be subject to the approval of theshareholders at the ensuing Annual General Meeting.

AMENDMENTS TO THE POLICY

The Company is committed to continuously reviewing and updating our policies andprocedures. Therefore this policy is subject to modification. Any amendment(s) of anyprovision of this policy shall be carried out by persons authorized by the Board in thisregard.

Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration) Rules 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of the Company for the financialyear 2017-18 is as follows:

Name of Director(s) Total Remuneration

(Rs. )

Ratio of Remuneration of director to the Median remuneration*
Ashwin Choksi 4735000 6.25
Ashwin Dani 4395000 5.80
Abhay Vakil 4170000 5.51
K.B.S. Anand 105741842 139.62
Mahendra Choksi 3380000 4.46
Malav Dani 3520000 4.65
Amrita Vakil 3260000 4.30
Mahendra Shah 3640000 4.81
Deepak Satwalekar 3640000 4.81
S. Sivaram 3260000 4.30
S. Ramadorai 3350000 4.42
M. K. Sharma 4170000 5.51
Vibha Paul Rishi 3320000 4.38
R. Seshasayee 3450000 4.56

Notes:

1. ‘Median remuneration for the financialyear 2017-18 is ' 757344 (Rupees sevenlakhs fiftyseven thousand three hundred forty fouronly).

2. The aforesaid details are calculated on the basis of remuneration for thefinancialyear 2017-18.

3. The remuneration of Directors includes sitting fees paid to them for thefinancialyear 2017-18.

B. Details of percentage increase in the remuneration of each director and CFO &Company Secretary in the financial year 2017-18are as follows:

Name of Director(s)

Remuneration (in Rs.)

Increase/(Decrease)
2017-18 2016-17 (%)
Ashwin Choksi 4735000 4512919 5
Ashwin Dani 4395000 4205000 5
Abhay Vakil 4170000 3935000 6
K.B.S. Anand 105741842 97205442 9
Mahendra Choksi 3380000 3190000 6
Malav Dani 3520000 3220000 9
Amrita Vakil 3260000 3020000 8
Dipankar Basu (Resigned w.e.f. 1st January 2017) - 2386000 *
Mahendra Shah 3640000 3580000 2
Deepak Satwalekar 3640000 3400000 7
S. Sivaram 3260000 3040000 7
S. Ramadorai 3350000 3010000 11
M.K. Sharma 4170000 4010000 4
Vibha Paul Rishi 3320000 3100000 7
R. Seshasayee (Appointed w.e.f. 23rd January 2017) 3450000 472000 #
CFO & Company Secretary Remuneration (in Rs.) Increase (%)
2017-18 2016-17
Jayesh Merchant 38528456 32235266 20

Notes:

1. * Percentage increase in remuneration is not reported as Mr. Dipankar Basu resignedwef 1st January 2017 and his remuneration for current year is zero.

2. # Percentage increase in remuneration is not reported as they were holdingDirectorship for the part of the financial year 2016-17.

3. The remuneration to Directors is within the overall limits approved by theshareholders of the Company.

4. The remuneration to Directors includes sitting fees paid to them.

C. Percentage increase in the median remuneration oF all employees in the Financialyear2017-18:

(Amount in Rs.)

2017-18 2016-17 Increase (%)
Median remuneration of employees per annum 757344 708106 7

D. Number oF permanent employees on the rolls oF the Companyas on 31stMarch 2018:

Executive/Manager cadre 1093
StaFF 3453
Operators/Workmen 1692
Total 6238

E. Comparison oF average percentage increase in salary oF employees other than KeyManagerial Personnel and the percentage increase in the remuneration paid to KeyManagerial Personnel:

(Amount in Rs.)

2017-18 2016-17 Increase (%)
Average salary of all employees (other than Key Managerial Personnel) 1138613 1069512 6
Key Managerial Personnel
- Salary of MD & CEO 105741842 97205442 9
- Salary of CFO & CS 38528456 32235266 20

The increase in remuneration of employees other than the Key Managerial Personnel isconsiderably in line with the increase in remuneration of Key Managerial Personnel.

F. AFFirmation that the remuneration is as per the Nomination and Remuneration PolicyoF the Company:

It is affirmed that the remuneration paid to the Directors Key Managerial Personneland senior management is as per the Nomination and Remuneration Policy of the Company.

G. The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required underSection 197(12) oF the Act read withRule 5(2) oF the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this report. Further the reportand the accounts are being sent to the members excluding the aforesaid annexure. In termsof Section 136 oF the Act the said annexure is open For inspection at the RegisteredOffice oF the Company and has been uploaded on the website of the Company www.asianpaints.com . Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.