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Indigo Paints Ltd.

BSE: 543258 Sector: Consumer
NSE: INDIGOPNTS ISIN Code: INE09VQ01012
BSE 00:00 | 19 Aug 1510.95 -2.55
(-0.17%)
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1542.80

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NSE 00:00 | 19 Aug 1511.25 -5.90
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OPEN 1525.90
PREVIOUS CLOSE 1513.50
VOLUME 2161
52-Week high 2689.35
52-Week low 1375.00
P/E 77.84
Mkt Cap.(Rs cr) 7,188
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1525.90
CLOSE 1513.50
VOLUME 2161
52-Week high 2689.35
52-Week low 1375.00
P/E 77.84
Mkt Cap.(Rs cr) 7,188
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indigo Paints Ltd. (INDIGOPNTS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 22nd Annual Report on the business andoperations of Indigo Paints Limited ("the Company/ your Company") together withthe Audited Financial Statements for the Financial Year ended March 31 2022.

FINANCIALS

The key highlights of the financial results of your Company for the financial yearended March 31 2022 and comparison with the previous financial year ended March 31 2021are summarised below:

Rs
Particulars Year ended 31st March 2022 Year ended 31st March 2021
Revenue from operations 90597.48 72332.47
Less: Expenses 76999.11 60080.86
EBITDA 13598.37 12251.61
Less:
Finance Cost 133.04 381.31
Depreciation 3125.08 2438.95
Add:
Other income 1089.32 359.37
Profit before Tax 11429.57 9790.72
Less: Tax expenses (including deferred Tax) 3024.77 2705.71
Profit after Tax 8404.80 7085.01
Add/(Less): Total Other Comprehensive Income 13.36 (10.87)
Total Comprehensive Income for the year 8418.16 7074.14

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

Revenue from Operations of the Company stood at H 90597.48 lakhs as against H72332.47 lakhs for the previous year registering a growth of 25.25 % in the revenue.Employee Cost as a percentage of Revenue from operations decreased to 6.22% as against6.68% in the previous years. EBITDA of the Company stood at H 13598.37 lakhs as against H12251.61 lakhs for the previous year registering a growth of 11 % in EBITDA.

Profit after Tax (PAT) of the Company stood at H 8404.80 lakhs as against H 7085.01lakhs for the previous year registering a growth of 18.63 % in PAT.

DIVIDEND

The Board of Directors at their meeting held on 20th May 2022 has recommended paymentof H 3/- (Rupees Three only) per equity share of the face value of H 10/- (Rupees Tenonly) each as final dividend for the financial year ended 31st March 2022.

The payment of final dividend is subject to the approval of the shareholders at theensuing Annual General Meeting (AGM) of the Company.

In view of the changes made under the Income-tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of theShareholders. The Company shall accordingly make the payment of the final dividend afterdeduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of theCompany. The Dividend Distribution Policy in terms of Regulation 43A of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") is available on the Company's website:www.indigopaints.com/investors

The dividend pay-out ratio including the proposed final dividend of the Company wouldbe 16.98%

RESERVES

There is no amount proposed to be transferred to any reserves for Financial Year2021-22.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of your Company.

UTILIZATION OF IPO PROCEEDS

Your Company has appointed ICICI Bank Limited as the Monitoring agency in terms ofregulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations2018 as amended from time to time to monitor the utilization of the IPO proceeds. YourCompany obtains the monitoring report from the Monitoring agency every quarter and filesthe same with both exchanges where the equity shares of the Company are listed.

Out of the IPO proceeds of H 28711.21 Lakhs your Company has utilized the funds asper the below mentioned table:

( Rs In Lakhs)
Sr. No Particulars Amount to be utilized Amount utilized as on March 31 2022 Total unutilized Amount as on March 31 2022
1 Funding capital expenditure for the Proposed Expansion 15000.00 9637.55 5362.45
2 Purchase of tinting machines and gyro shakers 5000.00 2506.95 2493.05
3 Repayment/prepayment of certain borrowings of our Company 2500.00 2500.00 -
4 General corporate purposes* 6211.21 6211.21 -
Total 28711.21 20855.71 7855.50

*net of IPO related expenses

The Monitoring Agency Reports are available at the Company's website atwww.indigopaints.com/investors

Further the details of Utilisation of Net IPO Proceeds for the year ended March 312022 has been provided in notes to the Accounts of the Financials of the Company.

Your directors confirm that there have been no deviations from the objects as mentionedin the Company's prospectus dated January 25 2021.

SHARE CAPITAL

During the year under review there was no change in the authorised or paid up sharecapital of the Company.

EMPLOYEE STOCK OPTION SCHEME

In order to enable the employees to participate in the future growth and to attract andretain talent the Company has adopted Indigo Paints Employee Stock Option Scheme 2019("ESOS 2019").

The Members of the Company in the Annual General Meeting held dated September 02 2021had ratified the ESOS 2019 owing to the requirements under Securities and Exchange Boardof India (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

As per Rule 12 of the Companies (Share Capital and Debenture) Rules 2014 thedisclosures are as follows:

ESOS 2019
No. Particulars
1 Number of Options granted 70750
2 Exercise price or Pricing formula H 10/-
3 Number of Options vested and exercisable -
4 Number of Options exercised -
5 Total number of shares arising out of exercise of Options -
6 Number of Options lapsed (includes forfeited and lapsed options)* 1000
7 Variation in the terms of the Options -
8 Money realized by exercise of Options (H) -
9 Total number of Options in force 118250
10 Employee wise details of options granted to -
A Senior Management Personnel's and Key Managerial Personnel's Name Options granted
Mr. Srihari Santhakumar 500
Mr. Sujoy Bose 750
Mr. Chetan Humane 3000
Mr. T S Suresh Babu 3500
B Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year Mr. Narayanankutty Kottiedath Venugopal 7500
C Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. NA NA

*As approved by the Nomination and Remuneration Committee and Board of Directors of theCompany.

The applicable disclosures as stipulated under the Companies Act 2013 and SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations 2021 are provided in Annexure A tothis Report.

CREDIT RATING

As your Company has not availed any credit facility there was no requirement forobtaining any credit rating.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review the Company had not transferred any amount or Shares tothe Investor Education and Protection Fund.

HUMAN RESOURCES & EMPLOYEE RELATIONS

During the year under review the Human Resources department of the Company focused oneffective execution of plans through its qualified workforce. During the Covid-19pandemic the prime responsibility of the Company's HR function was to work towardsrestoring the entire support ecosystem for ensuring employee health and well-being. Thisrequired steps such as workforce planning increased digitalisation of HR systemsstrengthening of medical facilities health monitoring and continuous communication. Thesesteps built confidence among the employees who in-turn extended full support by adaptingto the changed working patterns and conditions.

Employee Performance & Engagement

To ensure our employees' financial social mental and physical wellbeing throughoutall stages of their lives while employed at the Company we offer a wide range ofbenefits. The Company has in place an Employee Stock Option Policy to retain and attractskilled and experienced personnel.

To expand and plan our talent pipeline we have a 360-degree collective feedback inplace. This enables us to develop groom and elevate these leaders. This approach isdirectly linked to our compensation framework and promotion process. All our employeesreceive regular performance feedback and we have a People Review process which identifiesdevelopment opportunities and plan the development journey for our managerial talentpipeline. This has also strengthened the employee and management relationship.

An organisation wide employee pulse survey was also conducted in the year under review.The survey was anchored around several drivers such as perception of their workenvironment leadership career goals collaboration rewards and recognition. Based onthe outcome of the survey several initiatives have been taken up across the organisationto address the identified gaps.

Employee Welfare and Policies

It is crucial for us to understand what motivates and engages our employees and howthey perceive their work environment. Therefore we encourage open and regular dialoguebetween managers and their team members conduct surveys and offer a framework whichensures they feel comfortable to speak up raise concerns and are empowered to initiateimprovements.

Our Company has a comprehensive Human Resource (HR) policy framework which includesmaternity leave insurance for employees and their families; and flexible timings thathelp employees establish a work-life balance. There are several sessions conducted everymonth to sensitise employees regarding their physical- mental health and well-being.

Diversity and Inclusion at workplace helps nurture innovation by leveraging thevariety of opinions and perspectives coming from employees with diverse age gender andethnicity. The company embarks conscious steps towards increasing the diversity andinclusion across the organisation.

We firmly believe in the Equal Employment and Opportunity policy do not discriminate onthe pay and conditions of employment between our male and female workers engaged in asimilar role. Similarly pay and conditions of employment are not discriminated on groundsof race religion caste creed or any such ground. Decisions pertaining to recruitmentpromotions and performance evaluations are all done strictly basis of merit and performanceonly.

Digital Transformation

The Company has embarked on a digital transformation of its human resource managementsystems to bring in more innovation agility and operational excellence as well as createvalue for the employees. The mobile app helps employees to manage leaves documentspayroll and all the other notifications and events happening across the organisation.

An online expense management module has been introduced to provide employees an optionto file their expenses digitally.

The Company is focusing comprehensively on people analytics to measure theeffectiveness of the HR programmes and identify mechanisms to make meaningful businessdecisions based on trends patterns and feedbacks.

Building Talent

The Company has a rich legacy of nurturing talent and creating business leaders fromwithin its ranks and takes pride in the fact that majority of the senior leadershippositions today are occupied by those who have built their entire career with the Company.

The management is committed to a robust succession plan at every level and towards thisa comprehensive leadership development initiative is in progress to identify groom andretain high potentials across departments.

A structured recruitment process has helped your Company attract the right talent atall levels. Entry level candidates now respond to different approaches for example socialmedia campus engagement job boards as well as look for an authentic Employee ValueProposition. We have adopted a number of these approaches. At the same time in line withour focus on internal mobility we have continued our efforts to retain expertise andexperience by providing attractive career opportunities. Internal mobility also helps usturn necessary restructuring into an opportunity.

Employee and Leadership Development

Your Company is committed to helping its employees develop the knowledge skills andabilities needed for continued success and encourages professional development throughouteach employee's career. Through a well-structured training process the Company conductstraining for the workforce which in turn helps the workforce to improve their efficienciesand capabilities.

To ensure we develop future leaders in the Company we provide a number of crossdivisional programs to foster management and leadership skills. The purpose is to equipour people with the necessary qualities to lead the organization through change developtheir teams manage performance and ensure business success in line with the Company'sstrategy and our values and beliefs.

Employee Relations & Compliance

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. An Internal ComplaintsCommittee (‘ICC') is in place for all works and offices of the Company to redresscomplaints received regarding sexual harassment.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by the Policy devised by theNomination and Remuneration Committee of your Company. The detailed Nomination andRemuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Company's Board comprises of the following Directors and Key ManagerialPersonnels:

Sr Name of the Director & No. KMP Designation
1. Mr. Hemant Kamala Jalan Chairman and Managing Director
2. Ms. Anita Hemant Jalan Executive Director
3. Mr. Narayanankutty Kottiedath Venugopal Executive Director
4. Ms. Nupur Garg Independent Director
5. Mr. Sunil Badriprasad Goyal Independent Director
6. Mr. Praveen Kumar Tripathi Independent Director
7. Mr. Ravi Nigam Independent Director
8. Ms. Sakshi Vijay Chopra Non-Executive Nominee Director
9. Mr. Ravi Shankar Venkataraman Non-Executive
Ganapathy Agraharam Alternate Director
10. Mr. Sujoy Sudipta Bose Company Secretary & Compliance Officer
11. Mr. Chetan Bhalchandra Humane Chief Financial Officer

The constitution of the Board of the Company is in accordance with Section 149(6) ofthe Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Further in terms of the regulatory requirements the name of every IndependentDirector is to be registered in the online database of Independent Directors maintained byIndian Institute of Corporate Affairs Manesar ("IICA"). Accordingly theIndependent Directors of the Company have registered themselves with the IICA for the saidpurpose.

The Board of Directors of your Company at its meeting held on 05th August 2022 andpursuant to the recommendation of Nomination and Remuneration Committee approved thereappointment of Mr. Hemant Kamala Jalan as the Managing Director of the Company for aperiod of 5 (five) years commencing from 1st March 2023 and ending on 29th February 2028based on the terms and conditions as set out in the draft Agreement between the Companyand Mr. Jalan.

An appropriate resolution seeking your approval to his reappointment as a ManagingDirector is included in the Notice to AGM.

KEY MANAGERIAL PERSONNEL (KMP):

During the year under review there was no change in the Key Managerial Personnel ofthe Company.

In terms of the Companies Act 2013 the following are the KMPs of the Company as onMarch 31 2022:

Mr. Hemant Kamala Jalan- Managing Director

Mr. Chetan Bhalchandra Humane- Chief Financial Officer Mr. Sujoy Sudipta Bose- CompanySecretary

DIRECTORS RETIRING BY ROTATION

Mr. Hemant Kamala Jalan Executive Director is liable to retire by rotation and beingeligible for re-appointment at the ensuing Annual General Meeting ("AGM") ofyour Company has offered himself for re-appointment. His details as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are contained inthe accompanying Notice convening the ensuing AGM of your Company.

An appropriate resolution seeking your approval to his reappointment as Director isincluded in the Notice to AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

BOARD AND COMMITTEE MEETINGS

Your Board of Directors met 4 (Four) times during the financial year 2021-22. Thedetails of the meetings and the attendance of the Directors are mentioned in the CorporateGovernance Report.

The Board of Directors of your Company have formed various Committees as per theprovisions of the Companies Act 2013 and as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and as a part of the best corporate governance practicesthe terms of reference and the constitution of these Committees is in compliance with theapplicable laws and to ensure focused attention on business and for better governance andaccountability. The constituted Committees are as below:

a) Audit Committee; b) Nomination and Remuneration Committee; c) StakeholdersRelationship Committee; d) Corporate Social Responsibility Committee and; e) RiskManagement Committee;

The details with respect to the composition terms of reference number of meetingsheld and business transacted business transacted by the aforesaid Committees are given inthe "Corporate Governance Report" of the Company which is presented in aseparate section and forms a part of the Annual Report of the Company.

During the year under review a separate meeting of the Independent Directors was heldon June 07 2021 with no participation of Non- Independent Directors or the Management ofthe Company. The Independent Directors had discussed and reviewed the performance of theNon-Independent Directors and the Board as a whole and also assessed the quality quantityand timeliness of the flow of information between the Management and the Board which isnecessary for the Board to effectively and reasonably perform its duties.

BOARD EVALUATION

In terms of requirements of the Companies Act 2013 read with the Rules issuedthereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board is required to carry out the annual performance evaluation of the Board ofDirectors as a whole Committees of the Board and individual Directors.

Your Company understands the requirements of an effective Board Evaluation process andaccordingly conducts the Performance Evaluation in respect of the following:

i. Board of Directors as a whole. ii. Committees of the Board. iii. IndividualDirectors including the Chairperson of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the CompaniesAct 2013 the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the Guidance Note on Board Evaluation issued by SEBI your Company has carried out aPerformance Evaluation process internally for the Board/Committees of the Board/IndividualDirectors including the Chairperson of the Board of Directors for the financial year ended31st March 2022.

The Board on the recommendation of Nomination & Remuneration Committee has adoptedthe ‘Remuneration and Evaluation Policy' for selection appointment and remunerationof Directors and Senior Management Personnel including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired by the Companies Act 2013. Necessary diversity in the board was ensured.Detailed policy is available at Company's website www.indigopaints.com/investors

The key objectives of conducting the Board Evaluation process were to ensure that theBoard and various Committees of the Board have appropriate composition of Directors andthey have been functioning collectively to achieve common business goals of your Company.Similarly the key objective of conducting performance evaluation of the Directors throughindividual assessment and peer assessment was to ascertain if the Directors activelyparticipate in the Board/Committee Meetings and contribute to achieve the common businessgoals of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential mannerand provide their feedback on a rating scale of 1-5.

Also the Board was of the opinion that the Directors and Board collectively stand thehighest level of integrity and all members of the Board had specified skill set andexperience required for the Company.

FAMILIARISATION PROGRAMME

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has worked out a Familiarisation Programme for the IndependentDirectors with a view to familiarise them with their role rights and responsibilities inthe Company nature of Industry in which the Company operates business model of theCompany etc. Through the Familiarisation Programme the Company apprises the Independentdirectors about the business model corporate strategy business plans finance humanresources technology quality facilities risk management strategy governance policiesand operations of the Company. Details of Familiarisation Programme of IndependentDirectors with the Company are available on the website of the Companywww.indigopaints.com/investors

SUBSIDIARY COMPANIES ASSOCIATES & JOINT VENTURES

Your Company does not have any subsidiaries associates and Joint ventures.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has a Policy onRelated-Party Transactions which can be viewed at www.indigopaints.com/investorsThere were no material transaction with related parties during the year under review asdefined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Accordingly the disclosure of transactions entered into with related partiespursuant to the provisions of Section 188(1) of the Companies Act 2013 and Rule 8(2) ofthe Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable.

PUBLIC DEPOSITS

No public deposits have been accepted by your Company during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

No Loans guarantees or investments have been made by the Company during the financialyear March 31 2022.

ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting Standards(IND-AS) as recommended by the Institute of Chartered Accountants of India (ICAI) andprescribed by the Central Government.

AUDITORS

(a) Statutory Auditors:

In accordance with the provisions of section 139 of the Companies Act 2013 and therules made thereunder M/s. SRBC & Co LLP. Chartered Accountants bearing FRN324982E/E300003 were appointed as the statutory auditors of the Company for a period offive years at the 19th Annual General Meeting held on 30th September 2019.

The Auditors have issued an unmodified opinion on audited financial statements of theCompany for the year ended 31st March 2022. The Report given by the Auditors on thefinancial statements of the Company is part of the Annual Report. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.

(b) Cost Auditors:

Your Company is not required to maintain cost records as specified under Section 148(1)of the Companies Act 2013 and hence no cost auditors have been appointed.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of SEBI Listing Regulations Mr. Sushant Kulkarni Partner of M/s. ARKS andAssociates Practising Company Secretaries had been appointed as Secretarial Auditor toundertake Secretarial Audit of the Company for the financial year 2021-22. The report ofthe Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as AnnexureB.

The secretarial auditor's report has no qualifications for the financial year 2021-22

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 Mr. Srihari Santhakumar Deputy General Manager-Finance wasappointed by the Board of Directors to conduct internal audit of your Company for thefinancial year 2021-22.

INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

During the year under review the Statutory Auditors Secretarial Auditors and InternalAuditor have not reported any instances of fraud committed in the Company by its officersor employees to the Audit Committee under section 143(12) and Rule 13 of the Companies(Audit and Auditors) Rules 2014 of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that: a. The Annual Accounts have been prepared inconformity with the applicable Accounting Standards and there are no material departures;b. They have selected such Accounting Policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the affairs of the Company at the end of Financial Year 2021-22 and of the profitfor that period; c. Proper and sufficient care has been taken and that adequate accountingrecords have been maintained in accordance with the provisions of the Act for safeguardingthe assets of the Company; and for prevention and detection of fraud and otherirregularities; d. The Annual Accounts have been prepared on a going concern basis; e. Theinternal financial controls laid down by the Company were adequate and operatingeffectively; and f. The systems devised to ensure compliance with the provisions of allapplicable laws were adequate and operating effectively.

RISK AND CONTROL

Through the Risk Management Committee the Board of Directors oversees your Company'sRisk Management.

Risk Management Policy

Your Company has adopted a Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. The Company has formed a Risk ManagementCommittee which defines the Company's approach towards risk management and includescollective identification of risks impacting the Company's business its process ofidentification and mitigation of such risks. The Risk Management Policy is uploaded on thewebsite of the Company and can be viewed through the following web link:www.indigopaints.com/investors

Internal Control Systems

Your Company is committed in maintaining the highest standards of internal controls. Wehave deployed controls through appropriate policies procedures and implemented a robustInternal Financial Control system that encompasses the following:

- Key processes affecting the reliability of the Company's financial reporting togetherwith the required controls

- Periodic testing of controls to check their operational effectiveness

- Prompt implementation of remedial action plans arising out of tests conducted

- Regular follow-up of these action plans by senior management

In addition the Internal Auditor performs periodic audits in accordance with thepre-approved plan. He reports on the adequacy and effectiveness of the internal controlsystems and provides recommendations for improvements.

Audit findings along with management response are shared with the Audit Committee.Status of action plans are also presented to the Audit Committee which reviews the stepstaken by the management to ensure that there are adequate controls in design andoperation.

The Certificate provided by Managing Director and Chief Financial Officer in theCorporate Governance Report discusses the adequacy of the internal control systems andprocedures.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR

Your Company confirms that there has been no application or any proceedings pendingunder the Insolvency and Bankruptcy Code 2016 ("the Code") during the yearunder review. Your Company further confirms there are no past applications or proceedingunder the Code.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies Act 2013 read with the Companies (Accounts) Rules 2014the relevant data pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo is given as below:

A. Energy conservation measures taken:

Installation of Solar Panels at one factory location. Capacitor Panel installed for onefactory location.

B. Technology Absorption:

Your Company focuses greatly on Research and Development (R&D) for developinginnovative products for its consumers. R&D is a continuous activity to createdifferentiated products so as to maintain the technological edge in the market.

The natures of activities carried out by R&D team are as follows:

Offering premium product with multifunctional use. Upgrading our current products tomeet the needs of the consumer.

Value generation via formula optimization new sourcing process efficiency and usageof alternative raw material to enhance profitability.

Development of new lab testing methods for faster approval of raw materials.

Continuous benchmarking of our product with other market players.

New product developed in the financial year 2021-22 is as follows:

Anti-Odor Paint for Kitchen and Bathrooms Rustic Texture Finish

C. The foreign exchange earnings and outgo during the reporting period is as under:

FOREIGN EXCHANGE EARNINGS AND OUTGO

( J in lakhs)

Foreign exchange inflows -
Foreign exchange outflows 2003.91

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2022 in accordance with Section 135 of theCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed to this report as Annexure C.

As per the provisions of Section 135 of the Companies Act 2013 every Company fallingunder the applicability of Corporate Social Responsibility is required to spend 2% of itsaverage net profits of previous three years on the activities given under Schedule VII ofthe Companies Act 2013 and CSR policy adopted by the Board of Directors. The Company hasspent a total amount of H 12587000/- during financial year 2021 - 22.

During the year under review your Company has been actively involved in CSR activities.Your Company has carried out CSR activities in fields of education and women empowerment.Your Company has spent the requisite amount in line with the recommendations by the CSRCommittee and approval of the Board of Directors of your Company.

The Composition of CSR Committee and meetings of the CSR Committee held during the yearhas been disclosed in the

"Corporate Governance Report".

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading inaccordance with the requirements of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the saidRegulations. The Code is displayed on the Company's website atwww.indigopaints.com/investors

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes during the year affecting financial position of theCompany.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in the future.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

Link Intime India Private Limited is the Registrar and Transfer Agent of the Company.

They were appointed as the Registrar and Share Transfer Agent of the Company witheffect from February 15 2021.

PARTICULARS OF EMPLOYEES

1 employee is in receipt of remuneration of not less than H 10200000/-(Rupees One crore and two lakh) who is employed throughout the year. No employee wasemployed for part of the year.

Disclosures concerning the remuneration of Directors KMPs and employees as per Section197(12) of the Companies Act 2013 read with Rule 5(1) 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisReport in Annexure D. Your Directors affirm that the remuneration is as per theremuneration policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the (Listing Obligations Disclosures Requirements) Regulations2015 is presented in a separate section forming part of the Annual Report of the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Practicing Company Secretaryregarding compliance of the conditions of Corporate Governance as stipulated in Part C ofSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are provided in a separate section and forms a part of the Annual Report of theCompany.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report describing the initiatives taken by the Company froman environmental social and governance perspective as required in terms of theprovisions of Regulation 34(2)(f) of SEBI Listing Regulations separately forms part ofthe Annual Report.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy.

During the year under review your Company has not received any complaints on sexualharassment.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy intending toprovide a mechanism for employees to report violations. It also assures them of theprocess that will be observed to address the reported violation. The Policy also lays downthe procedures to be followed for tracking complaints giving feedback conductinginvestigations and taking disciplinary actions. It also provides assurances and guidelineson confidentiality of the reporting process and protection from reprisal to complainants.

Any incident that is reported is investigated and suitable action is taken in line withthe Policy.

The Whistle Blower Policy of your Company is available on the website of the Companyand can be viewed at the web link www.indigopaints.com/investors

Your Company had received 1 (one) complaint under the Whistle Blower Policy during theyear under preview.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company www.indigopaints.com/investors.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company additionallydiscloses that during the year under review no disclosure or reporting is required withrespect to the following:

Issue of equity shares with differential rights as to dividend voting or otherwise;Issue of Sweat equity shares; and Buyback of shares

Your Company has not taken any debt and therefore the details of difference betweenamount of the valuation done at the time of one-time settlement and the valuation donewhile taking loan from the Banks or Financial Institutions in accordance with thedisclosure requirements under Rule 8 (5) of Companies (Accounts) Rules 2014 is notapplicable.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion

& Analysis Report describing the Company's objectives expectations or forecastsmay be forward-looking within the meaning of applicable laws and regulations. Actualresults may differ from those expressed in the statements.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to all the employees ofthe Company posted at all its locations for their tremendous personal efforts as well ascollective dedication and contribution to the Company's performance.

Your Directors would also like to thank the employee unions shareholders customersdealers suppliers bankers Government and all other business associates consultants andall the stakeholders for their continued support extended to the Company and theManagement.

For and on behalf of the Board of Directors
For Indigo Paints Limited
(formerly known as Indigo Paints Private Limited)
Mr. Hemant Kamala Jalan
Place: Pune Chairman and Managing Director
Date: August 05 2022 DIN: 00080942

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