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Redefining
strengths.
The new reality that
dawned on the collective
consciousness of humanity
after the pandemic struck
is that of redening its
inner strengths and
seeking unexplored
harbours of opportunity.
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Embracing
opportunities.
In the same way we, at Berger We are embracing these
Paints, continued to redene opportunities, with smart
our strengths by accelerating teamwork, meticulous planning
innovation in products and and perseverance. Our deep
processes, enhancing our omni- engagement with customers,
channel footprint and bolstering painters and the inuencer
our supply chains to provide network also played a major
our customers a better, safer, role in enhancing the salience
nimbler and a more hassle- of our brands. We are also
free experience. With economic repositioning some of our brands
growth back on track, normalcy in with emphasis on dual benets of
social life and the government’s aesthetics and protection.
continued impetus towards
We are progressing with cautious
infrastructure creation, we
optimism with a sharper focus on
see huge improvement in the
innovation, leaner cost structure
demand scenario.
and a more agile execution model
to retain and grow our market
prominence, and create value for
all stakeholders.
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A legacy of excellence
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9+ Philosophy
At Berger we believe in driving
Decades of experience
growth through innovation.
2nd
Largest paint company in Vision
India
To be the most admired Indian
Despite the many challenges we have faced over the past year, we are
grateful for the continued support received from all our stakeholders that
has led to our increased revenue and rise on the annual list.
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Chairman’s Message
Dear Shareholders,
I wish and pray that each one of
you and your family members are
in good health.
The last two years have been a period of intense activity,
learning and introspection for all of us. We have seen a deadly
pandemic reshaping the contours of our lives and livelihoods,
geopolitical tensions, supply chain disruptions and many
other unpredictable headwinds. As economies and businesses
gradually settle down to normalcy, I believe there are credible
reasons for optimism for the world. Historically speaking, every
crisis in human history has always revealed the true spirit of
humanity. The last two years have further reinforced the truth
of this saying.
Our country has demonstrated remarkable resilience in these
tumultuous times, and India’s economy has been able to grow
at a decent pace, notwithstanding challenges. If we take a
longer-term horizon, the growth in our domestic paint industry
has always exceeded the growth of India’s GDP.
We have always believed in the India Growth Story, and
the phenomenal success of Berger is closely intertwined
with the social and economic transformation of India after
Independence. In all these decades, we have navigated
through myriad challenges, but each adversity has given us the
opportunity to redefine our strength and embrace emerging
opportunities.
Redefining strength at Berger means continuous learning from
the past and present and innovating our way forward to create
a more vibrant future for all stakeholders. We try to think like
the potential customer, empathise with his/her concerns,
aspirations, lifestyles, and then go back to the drawing board
and re-imagine. The result is an impressive array of innovation
that our patrons adore.
Now coming to our specific business performance for FY22.
During the year, all our business segments performed with
resilience. Our decorative paints segment saw robust demand
especially in the second half of the financial year 2021-22
and contributed to a major portion of our revenues. Besides,
the decorative paint segment, our protective coatings, water
proofing businesses also had a sizable contribution to our
revenue. Our industrial paints business as well as powder
coatings business performed reasonably well. For all divisions,
our raw material consumption as a percentage of sales went
up, mainly on account of raw material price escalations,
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Berger Paints wins Deloitte India’s Best Managed Companies 2021 Award
Berger Paints was recognized for overall business performance and sustained growth with the prestigious “Best Managed”
title. Berger Paints has been an innovation leader in the Indian Paint industry and has a consumer centric approach leading to
introduction of unique and differentiated Products and Services. “India’s Best Managed Companies 2021 winners are a shining
example of the importance of leadership in the face of adversity and they have a role they play in the progress and prosperity of
India.” India’s Best Managed Companies is part of Deloitte’s global marquee programme that has a signicant history of close to 30
years founded on a proven framework that has brought value to more than 1,000 companies across more than 35 countries.
warranty. Bison Lite interior emulsions, A few of these are : year and the facility will add up to 10,000
which is primarily a water based interior metric tonnes of capacity per month.
1) Deloitte India’s ‘Best Managed
wall paint and Walmasta Lite exterior
Company Award 2021’. Our plant in Jejuri, Maharashtra is also
emulsions were developed to cater to the
bottom of the pyramid. Imperia Breathe 2) Greentech award for ‘Outstanding estimated to double the capacity of the
Easy, water-based wood coating used for achievements in Environment industrial paint segment by 1500 metric
refurbishing old furniture, guarantees a Protection’. tonnes. We are also expanding the capacity
rich nish to woodwork. Power Plasticizer, of our emulsion facility in Rishra in West
3) 4.5 stars in the large-scale category of Bengal and opening a third factory in
a unique admixture that no other company
Energy Conservation Award. Panagarh, West Bengal, primarily for the
has in India and is used at the time of
construction enhances impermeability production of construction chemicals and
We are continuously evolving our ESG
of water into reinforced structure. Our industrial resins.
roadmap to deliver on the commitments
extensive R&D efforts empower us to of all stakeholders. We are working I would like to express my heartfelt
deliver cutting-edge products to our vast hard to improve our operational and gratitude to our shareholders for your
clientele and satisfy diverse requirements. equipment efficiency by measuring unwavering support. I am also thankful
We have applied for 2 new patents this year availability, conversion and breakdown to our Board of Directors for their
and a few more are on the anvil. time. Additionally, we are mapping energy constant guidance, our employees for
consumed by all our equipment and their dedication and efficient service, our
With operations in four countries, Nepal,
tracking yearly performance to enhance our customers for their belief in us and our
Russia, Poland, and Bangladesh, we have
energy conservation. We are also investing suppliers for their professionalism and
also built a formidable position in the
to integrate greener technologies in our commitment, especially during
international market. While operations
processes. Since, we focus on reducing our difficult times.
in Nepal continue to report high sales
utilisation of precious resources, in line
and earnings, in Poland, we have created We, now, look forward to an exciting
with that we are increasing the usage of
a differentiated identity with the use of journey and appreciate your continuous
recycled water across our operations. We
green technology that is designed to support to actively shape a brighter future
will continue to monitor and improve our
reduce energy consumption by 30-35
ESG performance in the coming years in for our people and the organisation.
percent. We’ve also managed to bring the
consultation with all stakeholders.
technology to India and it is being effectively
used in two of our projects. We have stepped into the current scal with Stay safe and take care!
great enthusiasm and look forward to a
We are proud that our attention to Regards,
brighter future. As we continue to expand
achieving business excellence as well
our footprint across the country, we are in
as sustainability was acknowledged
the process of setting-up our largest facility
throughout the year and we received Abhijit Roy
in Sandila, Uttar Pradesh. It is expected to
several awards and accolades for the same. Managing Director & CEO
be completed during the current nancial
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Board of Directors
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Corporate Information
Audit Committee Corporate Website
Mrs Sonu Halan Bhasin (Chairperson) www.bergerpaints.com
Mr Gurbachan Singh Dhingra Feedback
Mr Pulak Chandan Prasad consumerfeedback@bergerindia.com
Mr Naresh Gujral CIN: L51434WB1923PLC004793
Dr Anoop Kumar Mittal
Statutory Auditor
Businees Process & Risk Management Committee S R Batliboi & Co. LLP
Mr Gurbachan Singh Dhingra (Chairman) 22, Camac Street,
Mr Abhijit Roy Block B, 3rd Floor,
Mr Anoop Hoon Kolkata-700016
Ms Rishma Kaur
Mr Kanwardip Singh Dhingra Cost Auditors
Mr Anil Bhalla (i) N .Radhakrishnan & Co.,
Mr Srijit Dasgupta 11A Dover Lane, Flat B 1/34,
Kolkata -700029
Corporate Social Responsibility Committee
Mr Kuldip Singh Dhingra (Chairman) (ii) Shome & Banerjee
Mr Abhijit Roy 5A, Nurulla Doctor Lane
Ms Rishma Kaur (West Range), 2nd oor,
Mr Kanwardip Singh Dhingra Kolkata – 700017
Mr Srijit Dasgupta
Mr Anil Bhalla Secretarial Auditor
Dr Anoop Kumar Mittal Anjan Kumar Roy & Co.
Mr Arunito Ganguly Company Secretaries,
GR 1, Gouri Bhaban,
Compensation & Nomination & 28A, Gurupada Halder Road,
Remuneration Committee Kolkata - 700026
Mr Anoop Hoon (Chairman)
Mr Kuldip Singh Dhingra Consortium Banks
Mr Pulak Chandan Prasad Standard Chartered Bank
Dr Anoop Kumar Mittal HSBC Ltd.
HDFC Bank Ltd.
Stakeholders’ Relationship & Investor Grievance ICICI Bank Ltd.
Committee State Bank of India
Mr Gurbachan Singh Dhingra (Chairman) Kotak Mahindra Bank Ltd.
Mr Abhijit Roy Axis Bank Ltd.
Mr Anoop Hoon DBS Bank Ltd.
Yes Bank Ltd.
Share Transfer Committee JP Morgan Chase Bank, N.A.
Mr Abhijit Roy (Chairman) BNP Paribas
Mr Anoop Hoon IndusInd Bank Ltd.
Mr Srijit Dasgupta Federal Bank Ltd.
Mr Arunito Ganguly RBL Bank Ltd.
Key Managerial Personnel Investor Service Centre
Mr Abhijit Roy Registrar & Share Transfer Agent
Managing Director & Chief Executive Officer C B Management Services (P) Ltd
Mr Srijit Dasgupta P-22 Bondel Road,
Director- Finance & Chief Financial Officer Kolkata 700019
Mr Arunito Ganguly Phone: 033 4011 6700
Vice President & Company Secretary Fax: 033 4011 6739
Email: rta@cbmsl.com
Registered Office
Berger House, 129 Park Street, Secretarial Department
Kolkata 700017 Berger Paints India Limited
Phone: 033 2229 9724-28 129 Park Street, Kolkata 700017
Fax: 033 2227 7288 Telephone: 033 2229 9724-28
Fax: 033 2227 7288
Email: consumerfeedback@bergerindia.com
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Defining quality
through
Our growth is engineered
by our constant focus on
innovation. We identify the
needs of our customers and
aspire to deliver cost-effective,
user-friendly and best-in- quality
products to our customers. We
constantly endeavour to invest in
modernising our infrastructure
that promote new product
development.
We constantly focus on
investing in new technologies
to comply with the current
and future demand. Berger
today has one of the oldest R&D
centres which is recognised by
the Government of India.
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Building on our
strengths
To drive growth and deliver
best quality products,
we are upgrading our
manufacturing capabilities.
We are strengthening our
capabilities by adopting
automation, IoT and several
other latest technologies. We
have also launched a project
called ‘manufacturing excellence
initiative’ that is helping us
capitalise on opportunities.
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As a responsible organisation
our goals are aligned to the UN
Sustainable Development Goals
and we strongly believe in “save
water save life”. In addition to
our 3R initiatives ME team has
launched “Project JAL” aimed at
reducing 50% effluent load in
ETP and thereby reduction in
Enhancing efficiency overall water intake.
We are focused on improving our overall operational and Project “HARMONY”- “different
equipment efficiency by measuring availability, conversion
strings with same note “
and breakdown time. In addition, we are making efforts
towards energy conservation by mapping energy consumed
is an initiative launched to
by all our machines and tracking yearly performance. harmonize lling line outputs
and increase productivity.
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50000+
sales and operations planning.
Through the improved digitized Over the years, we have built a vast
system, called ‘demand sensing’, an distribution network across the
advanced planning tool helps collect
data used for statistical forecasting.
country. With the vast network hub
and the excellent customer service
Dealers and Retailers
These forecasting results are then support we are able to satisfy the
communicated to all stakeholders
in the supply chain management
system.
needs of our customers in the
dynamic environment. 180+
Warehouses
On ground sales team
Production and distribution planning
can be done using the data. These Robust nancial
Strong sales team is one of the major
statistical results are automatically
differentiators in ensuring that quality
communicated to the plant so that During the scal, we generated
service is provided to the customers.
we can check the plant capacity and a positive cash ow, driven by
We have teams across the country to
accordingly dispatch the product with strengthened focus on cash,
provide service support. Our teams
minimum lead time. signicant cost savings and robust
have connected with well trained
individuals on various platforms to working capital management. With
Also, continuous effort is being a strong interest coverage ratio, our
address their concerns in FY’22.
made to bring articial intelligence net debt remained impressive as on
and machine learning capabilities March 31, 2022.
2,300+
in the process. With the help of the
master data, we are working towards
making our supply chain system more Customers
effective. Strength of the sales
team, company wise We serve a diverse customer
base and constantly endeavor to
deliver innovative and exceptional
products to our customers. By
understanding the customer needs
and requirements, we continue
developing new products that add to
our business growth.
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02
Exterior wall
Exterior emulsions
Exterior Textures
03
Other surfaces
Metal nishes
Wood nishes
Glass nishes
04
Undercoats
Interior Primers
Metal Primers
Exterior Primers
Putty
05
Water proong
solutions
(Construction
Chemicals)
Barrier Coats
Preformed Membrane
Liquid Applied Membrane
Tiling Solutions
Integral Waterproong
06
Some agship
products of the
British Paints
Division of the
Company
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Silk Illusions
rebranded Silk GlamArt Metallica
for Designs-a
as Silk premium emulsion
for textured metallic
Metallica- a
special effect
paint which
gives a luxurious
Silk GlamArt
metallic finish MetaMarble- gives
to various walls a metallic
appearance and
surfaces, such the smoothness of
as walls, metal & marble.
wood.
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Vidhan Sabha, The CSI Airport, Ashiana Rangoli Garden, Tata Fort House, Fort,
Jharkhand Mumbai Jaipur Mumbai
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eSambandh
A digital initiative to empower contractors
to place orders for paints online through
mobile app
We are
More
Than a Colour
Company!
Modern Science has proved time and again that colors can have a direct impact
on how you feel. We are evolving to become an experience company that is
Using quick response buttons, real time associated with positive emotions.
agent transfer, AI module going deeper and
inquiring about customer requests.
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Protecton Coatings
BERGER Protecton is leader through Innovation, Consistent Quality,
Reliability and Delivery On Time and working on four Cs: Collaboration,
Communication, Commitment and Co-creation. This leadership position is
maintained through understanding the customer requirements providing
unique solution through Value Innovation.
Bergerthane Solvent Free HB coating Leading Hotel Helipad work completed Polyurethane concrete coating solutions
was successfully applied on drinking with Luxurea MP 500 and Pro and water-based epoxy cementitious
water pipeline project under PHED Polyshield UV 75. underlay systems.
Kolkata, and Kolkata Environmental
Improvement Project.
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HURL - Hindustan Urvarak and Rasayan Limited, A Renowned Stadium RehabilitaƟon work completed
Newly Constructed Fertilizer Plant at Gorakhpur is in record 60 days, of stands and structures, with Pro
Painted by Berger Protective Coating, and the plant is Polyshield UV 75 and BR PU High Gloss Enamel.
now operational.
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Powder Coatings
Low Bake Powder Highly Durable Pure Epoxy Glossy Single Coat High
Coatings with Powder Coatings Powder Coatings – Lustre Metallic
Excellent Outdoor - Heavy Valve Industrial Electric Powder Coatings –
Durability Segment Equipment Fan Segment
Berger has come up with Berger has successfully Berger has successfully Berger has continued to
the Low Bake (LB) powder developed high durable developed a product in endorse in Single Coat
coating technology i.e., pure polyester Powder for Pure Epoxy Chemistry High Lustre Metallic
160°C against normal heavy valves segments for Industrial Electric Powder Coatings with
curing temperature and now supplying to the Equipment. This powder premium looks replacing
200-210°C. The said one of the most reputed has very high Thermal 2/3 coat liquid coatings.
technology is based on international brands in Shock resistance with This benets productivity
pure polyester and suitable India. This product is superior surface resistivity. as well as product cost.
for outdoor application. meeting international This powder works as High Gloss as well as sober
Using this technology, standards. an insulation coating in Matte nish is USP of these
20-30% energy savings electrical enclosures. powders.
is possible against the
normal curing technology
with RoHS compliance.
This technology can
also be called as “Green
Technology”.
Berger is supplying
these Green Technology
products in Home
Appliances (mainly in
air- conditioning system),
Heavy Earthmovers, Firm
Equipment etc.
New Technology
development for FY 2022 – 23
a) Fusion Bonded Epoxy coating for
Rebar and valve segment
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Industrial coatings
Catering to growing industrial demand
-General Industrial & Auto
We hold a strong position in the industrial coating segment. We enhanced
our core propositions through unique product features and launched
innovative products across industrial coating segments.
Pump Motor Electric Vehicle Electric Vehicle Two Wheeler Agri Equipment
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Berger Express
Painting
Faster. Cleaner. Safer
To ensure that our customers have a safe,
and trouble-free painting experience,
Berger Express PaintingTM provides a
safe, risk-free and hassle-free painting
experience.
Safe
Regular site
painting
supervision
starts
On-site
consultation Post painting
and digital clean-up and
estimate disinfection
Site
Contact us handover
Berger Express
Painting process
steps
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Do you know?
In 2015, Berger Paints was the
rst paint company in India to
launch a painting service that
offered at-home consultancy
and painting executed by trained
painters using mechanized
painting tools.
Waterproong Colour consultation The Company was also rst to
launch a mobile app to allow
consumers to monitor the
progress of the painting work
and avail of all services digitally.
Innovations such as a Health &
Safety Kit during the pandemic,
Furniture and Floor covers to
protect consumer homes have
led to the service enjoying a high
degree of customer satisfaction.
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Being a responsible
corporate citizen
At Berger, we have always recognised that an enterprise and the
society in which it operates are mutually dependent on each other
and the growth of the industry is proportional to the development
of the country, its environment and its people.
K 17.37
Our social investment projects are targeted at socio-economic development
for all, especially the marginalised and vulnerable population around our
crores
operational areas.
Total CSR spend
for 2021-22
iTrain
iTrain is a CSR initiative of the
Company. It plays a crucial role in
training unskilled and semi-skilled
workers in painting, waterproong,
and polishing. Trainees are
introduced to numerous products,
procedures, and techniques, as well
as soft skills and client interaction, in
order to improve their efficiency and
earnings.
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47 19
won accolades at the national level
and will be representing India in
International competitions. We
shifted our training modules to online
so that the painters can use their time
Total iTrain training Mobile training
to upgrade their skills. centres stations
Image to come
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Financial highlights
600 4.00
400
2.00 5 year
200 CAGR
11.95%
- -
2017-18 2018-19 2019-20 2020-21 2021-22 2017-18 2018-19 2019-20 2020-21 2021-22
600
400.00
400
200.00
200
- -
2017-18 2018-19 2019-20 2020-21 2021-22 2017-18 2018-19 2019-20 2020-21 2021-22
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15 2,000
1,500
10
1,000
5
500
_ _
2017-18 2018-19 2019-20 2020-21 2021-22 2017-18 2018-19 2019-20 2020-21 2021-22
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Wood Finish Key Contractor Meeting, Assam 97th Annual General Meeting through a virtual platform
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Manufacturing Locations
of Berger Paints India Limited in India
6a
6b
12
5 11
4
3 5. Naltali Unit
8
2
10. Hindupur Unit 11. Nalbari Unit 12. Jammu Unit 13. Sikandrabad Unit
(British Paints) (British Paints) (British Paints) (British Paints)
Note:
Additionally, there are 6 Factories of the Company’s subsidiary STP Ltd., 2 of SBL Specialty Coatings Pvt. Ltd., 1 of Berger Hesse Wood Coatings Pvt. Ltd. and
1 of Beepee Coatings Pvt. Ltd. (VVN) in the country. The Sandila Plant (¤) of the Company near Lucknow is under construction.
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Subsidiaries
STP Limited
The company, a well-known brand in its eld,
manufactures and distributes construction chemicals,
ooring compounds, bitumen and coal tar-based
products, sealants and adhesives, protective and anti-
corrosive coatings.
Bolix S.A.
External Thermal Insulation and Composite Systems (ETICS))
technology is a robust and long lasting building energy
performance solution established by Bolix S.A. and it has
ol
achieved technological leadership in this eld. Mineral Wool
sh,
or Polystyrene boards (EPS/XPS), Adhesive, Glass Fibre mesh,
mechanical fasteners and Renders are compositely used in
the system to radically reduce building energy needs and
ally
improve living standards of inhabitants in an environmentally
sustainable way.
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Sustainable Environment
Initiatives towards
Sustainability
Berger Paints India Limited has a robust environmental
policy. We are committed to continually improve environmental
performance through initiatives taken across our manufacturing
units, offices, depots / warehouses with defined Environment
Monitoring Plan (EMP).
All activities are done with Aspect/ Risk and Hazard studies are carried Periodic reviews with
Impact studies of the process. out before implementation of any management ensure rapid and
project. effective deployment.
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Trend of Specic Power Consumption Carbon Foot Print Reduction over the years
(KWH/KL-MT) (MT) 45,724
(Cumulative) 50,000
115 114
45,000
110 40,000
110
107
35,000
104
105 30,000
100
25,000
100
95 20,000
12,757 15,000
95 92
8,946
89 6,064 6,575 10,000
4,123 4,929
90 2,329 5,000
0
FY 21-22
FY 21-22
FY 14-15
FY 15-16
FY 16-17
FY 17-18
FY 18-19
FY 19-20
FY 20-21
FY 15-16
FY 16-17
FY 17-18
FY 18-19
FY 19-20
FY 20-21
85
12,757 MT harvesting in
FY 2021-22
Carbon foot print
reduced in FY 21-22
by adopting all the energy savings
16,762 KL
measures, coupled with usage of
Biofuels At Rishra plant,
approx
Total solar power
11,000 KL
Condensate Recovery System for
recovering water from steam
generation in
By implementing all the Energy
Savings initiatives, the Specic Energy
FY 2021-22 of water is being
36,19,378 KWH recycled by various
Consumption for Paints and Powder
Coatings has been reduced by
initiatives such as Boiler
approximately which resulted in savings Carbon
Footprint reduction in last FY
Condensate recovery, ZLD
3.26%
permeate re-use, Cooling tower
Rain water conservation is one of blow-down reuse, DM plant
the most important alternative for washing water reuse.
in FY 21-22 compared fresh water consumption at the
manufacturing units. Collected
to FY 20-21 water is being reused in operations,
gardening, toilets, oor washing, etc.
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20%
Berger aims to adopt the Best-in- ISO 9001: 2015, ISO 14001:2015
Class Manufacturing Practices for and ISO 45001:2018 certied
a sustainable business growth. It organization which showcases
with plantation of is about putting motion into the the commitment of management
towards sustainability of Quality
wheel for driving the organization
1000+ trees. towards a Future-Fit model with and EHS excellence.
a rm determination to bring a
Biofuels being much greener fuel cultural change and nurturing our
compared to the conventional fossil employees. Manufacturing Excellence
fuels, contributes to the overall aims at Cost Saving, Productivity
reduction of conventional fuel Improvement, Batch Cycle Time
consumption and thereby reducing reduction and various other Quality
approx. 22.38 pounds of CO2 and EHS improvements with the
emission per gallon of conventional following objectives –
fossil fuel like Diesel.
To bring down manufacturing cost
At Jejuri unit, total of 2700 plants through various cost saving ideas
have been planted by the team which and KPI linked projects
is going to further increase to 3850
To De-bottleneck our current
nos. plantation under Miyawaki
constraints in the manufacturing line
Plantation Technique. Plantation of
medicinal species including Eclipta To promote green manufacturing
Alba, Karpoora Valli, Alpinia, etc. are by 3R concept (Reduce, Recycle,
done along with native trees and Reuse) and thereby improve Yield by
shrubs inside the plant premises. reducing Factory Level Losses
ESG Improvement
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
Washing solvent generated from VOC emissions are monitored To ensure dust free work
washing of equipment is being regularly and kept to minimum with environment our Powder Charging
reused in subsequent production closed charging operation and Fume operations have shifted towards
batches. Spent solvent is reused for Extraction system. closed loop Automatic Charging
cleaning purpose and after multiple through Pneumatic Powder handling
such uses, fresh solvent is recovered To keep low dust environment in and system along with the introduction of
in-house from waste solvent through around the plant, the dust generated bag slitting machine.
distillation process. The recovered due to powder charging are passed
fresh solvent is recycled into paint through the Dust Extraction System Waste powder collected from Dust
manufacturing process related comprising suitable Bag Filters to extraction system is reused and
activities. arrest the Dusts. recycled.
Barrels used for production and Jet Pumps for Equipment cleaning Waste generated inside the plant is
storage purposes are re-used have resulted in huge reduction in being collected and recycled through
- another step towards Carbon the water consumption for cleaning Cement plants where co-processing
Footprint reduction. purpose, thereby reduction in the is done.
effluent load.
Plastic waste from raw material
packaging and damaged packaging Zero Liquid Discharge (ZLD) system
material is sent to an authorised implemented in most of the Plants.
plastic recycler. Under Plastic Waste management hierarchy
Waste management rules as per
MOEF guidelines Berger Paints has Reduce
established EPR Action plan under Reuse
which 100% Rigid + MLP + Flexible
Co-processing
Landfilling
Uncontrolled burning
and dumping
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
Rain Water Harvesting Pond at Goa Plant Total Storage Capacity - 540 KL
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The Cooling System for the highly For safe unloading of solvents and Supervised control by QC
hazardous Styrene Monomer through other hazardous/ammable raw personnel – Approval and
chilling plants had already been set materials, 3 Tier Safety system is put identication
up in the Units, where it is being used, in place. Additionally, Smart Earth rite
along with additional equipment relay system automatically ensures Supervised control by Security
like chiller, pumps etc. However, the No Earthing, No Unloading. - Lock on Valve can be opened
system was being monitored and with Key issued by Security
controlled manually. To ensure full Identication – Visual
Management system for tanker Safety Mock drills are conducted
proof safety of the System, Fully
and driver and GAP is analysed for continual
Automatic Chiller Management
improvement. SMS/Call intimation
System has been implemented with
and Cloud based safety management
the following features:
in connection with detection system
Automatic Operation without installed in all our plants, depots,
Human Intervention. warehouse and offices.
Continuous monitoring of
process parameters and data
logging in DCS (Distributed
Control System)
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Promoting the social culture of the locality, traditional painting is done outside
Plant premises on wall.
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As a part of Autonomous maintenance, My Area My Pride projects have been taken up at the processing units to maintain a clean, healthy and proper work
environment. CLTI points are marked on the equipment. Abnormality register is also maintained at each process block where entries are made by down the
line operators and each action is taken by management on each of the highlighted points.
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Conventional Pump seals are replaced with EHS Gallery at Jammu Plant
Mechanical seals which ensures no leakage and
spillage free dykes.
Full HD high resolution IP- IR- AI Based cameras
are installed inside plant premises for better
COVID 19 During the Covid-19 pandemic, our surveillance and monitoring of operations. AI
integrated cameras for Periphery surveillance
Pondicherry plant had supported are already being instituted at plant boundaries.
Majority of workforce and their 1200 families in and around the Any unwanted inltration will be immediately
families are being double vaccinated. locality by providing them 5kg rice to reported to custodian via intimation on mobile
with pictures.
Looking at the Pandemic situation, all each such economically challenged
our OHCs are equipped with medical households.
grade Oxygen Concentrators and
Covid-19 Care KIT. As a company and one of the largest
recruiters in paint manufacturing
Daily sanitization of plant premises, sector, local employment at the plants
office areas and amenity block have is focused upon helping localities to
been done and continuing as a earn their livelihood. At local schools,
daily process. SP02 level check of projects have been taken up for
employees are being done regularly installation of proper sanitation and
at all units. drinking water facilities.
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NOTICE
Notice is hereby given that the Ninety-eighth Annual General Meeting of Berger Paints India Limited will be held on Friday,
26th August, 2022 at 11.00 a.m. (IST) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) to transact the
following businesses:-
ORDINARY BUSINESS:
To consider and, if thought fit, to pass, the following resolutions as Ordinary Resolutions:
1 “RESOLVED THAT the audited financial statements (including the audited consolidated financial statements) for the financial
year ended 31st March, 2022, the Report of the Board of Directors along with relevant Annexures and that of the Statutory Auditors
be and are hereby received, considered and adopted.”
2. “RESOLVED THAT a dividend of `3.10 (310%) per share on the paid up equity shares of `1/- each of the Company for
the financial year ended 31st March, 2022, be and is hereby declared to be paid to those Members holding shares in physical
form and whose names appear in the Register of Members on 26th August, 2022 and holding shares in electronic form, to those
whose names appear in the list of beneficial holders furnished by the respective Depositories as at the end of business hours on
19th August, 2022.”
To consider and, if thought fit, to pass, the following resolution as a Special Resolution:
3. “RESOLVED THAT Mr Kuldip Singh Dhingra (DIN: 00048406), Director of the Company, who retires by rotation at this
meeting and, being eligible, has offered himself for reappointment, be and is hereby re-appointed as a Director of the Company.”
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
4. “RESOLVED THAT Mr Gurbachan Singh Dhingra (DIN: 00048465), Director of the Company, who retires by rotation at this
meeting and, being eligible, has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
SPECIAL BUSINESS:
To consider and, if thought fit, to pass, the following resolution as a Special Resolution:
5. “RESOLVED THAT pursuant to Regulations 17(1A) and 25(2A) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Companies Act, 2013 and
relevant Rules framed thereunder [including any statutory modification(s)/amendment(s)/re-enactment(s) thereto], approval
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of the Members be and is hereby accorded to the continuation of directorship of Mr Naresh Gujral (DIN: 00028444), as a
Non-Executive, Independent Director of the Company, not liable to retire by rotation, after attaining the age of 75 years on 19th
May, 2023 for his remaining tenure as an Independent Director up to 19th August, 2024.”
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
6. “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment or modification or re-enactment
thereof, for the time being in force), the remuneration of `2,45,000 plus out of pocket expenses and taxes as applicable payable to
M/s N. Radhakrishnan & Co., (Firm Registration No.000056) and the remuneration of `1,45,000 plus out of pocket expenses and
taxes as applicable payable to M/s Shome and Banerjee (Firm Registration No. 000001), who have been appointed by the Board of
Directors as Cost Auditors for audit of cost records of the Company in the manner illustrated in the explanatory statement for the
financial year ending on 31st March, 2023, be and is hereby ratified.”
NOTES:
1) The Ministry of Corporate Affairs (MCA) vide its General Circulars No. 14/2020, No. 17 /2020, No. 20/2020, No. 02/2021 and
No. 2/2022 dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 13th January, 2021 and 5th May, 2022 respectively, read with
relevant circulars issued by the Securities and Exchange Board of India (“SEBI”), from time to time (collectively referred to as
“Circulars”) has allowed companies to conduct their Annual General Meeting (“AGM”) through Video Conference (“VC”) or
Other Audio Visual Means (“OAVM”) upto 31st December, 2022 thereby dispensing with the requirement of physical attendance
of the Members at their AGM. In compliance with the provisions of the Companies Act, 2013, the Circulars, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the 98th AGM of the Company will be held through VC or OAVM.
Members attending the AGM through VC or OAVM shall be counted for the purpose of reckoning Quorum under Section 103
of the Act. Deemed venue of the AGM shall be the Registered Office of the Company situated at Berger House, 129 Park Street,
Kolkata – 700 017.
2) IN TERMS OF THE MCA CIRCULARS AND SEBI CIRCULAR NO. SEBI/HO/CFD/CMD2/CIR/P/2022/62 DATED
13TH MAY, 2022 (SEBI CIRCULAR), THE REQUIREMENT OF SENDING PROXY FORMS TO HOLDERS OF
SECURITIES AS PER PROVISIONS OF SECTION 105 OF THE ACT READ WITH REGULATION 44 (4) OF THE
LISTING REGULATIONS HAS BEEN DISPENSED WITH UPTO 31ST DECEMBER, 2022. THEREFORE, THE
FACILITY TO APPOINT PROXY BY THE MEMBERS WILL NOT BE AVAILABLE AND CONSEQUENTLY, THE
PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED TO THIS NOTICE CONVENING THE 98 TH AGM
OF THE COMPANY.
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However, in pursuance of Section 113 of the Act and Rules framed thereunder, the corporate Members are entitled to appoint
authorized representatives for the purpose of voting through remote e-Voting or for the participation and e-Voting during the
AGM, through VC or OAVM. Institutional Shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send scanned
copy (PDF/JPG Format) of the relevant Board Resolution/Power of Attorney/appropriate Authorization Letter together with
attested specimen signature(s) of the authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at
aklabhcs@ gmail.com with a copy marked to evoting@nsdl.co.in.
3) Since the AGM will be held through VC or OAVM pursuant to the MCA circulars, no Route Map is being provided with the Notice.
4) The Members can join the AGM through the VC or OAVM mode 30 minutes before the scheduled time of commencement of the
Meeting by following the procedure mentioned later in the Notice. The facility of participation at the AGM through VC or OAVM
will be made available for 1000 Members on first come first serve basis. This will not include large Shareholders i.e., (Shareholders
holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Chairperson of the
Audit Committee, Chairman of Compensation and Nomination and Remuneration Committee and Chairman of the Stakeholders'
Relationship and Investor Grievance Committee, Statutory Auditors, Secretarial Auditor, Scrutinizer and others who are allowed to
attend the AGM without restriction on account of first come first serve basis.
5) In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2021-
22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company’s website
- www.bergerpaints.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at
www.bseindia.com and www.nseindia.com respectively, and on the e-Voting website of NSDL at www.evoting.nsdl.com.
6) The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, 20th August, 2022 to
Friday, 26th August, 2022.
7) SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 (‘Circular’) dated 3rd November, 2021 has
provided common and simplified norms for processing investor’s service request by RTA’s and norms for furnishing PAN, KYC
and Nomination details.
As per the said Circular, it is mandatory for the shareholders holding securities in physical form to inter alia furnish PAN, KYC and
Nomination details. Physical folios wherein the PAN, KYC and Nomination details are not available shall be frozen by the RTA
on or after 1st April, 2023. Holders of such frozen folios shall be eligible to lodge their grievance or avail service request from the
RTA only after furnishing the complete documents / details. Similarly, the holders of such frozen folios shall be intimated in case
of any payment including dividend, interest or redemption stating that such payment is due and shall be made electronically upon
furnishing complete documents / details.
Pursuant to the said Circular, the Company has sent individual letters on 20th December, 2021 to all the Members holding shares
of the Company in physical form for furnishing their PAN, KYC details (i.e., Postal Address with Pin Code, email address, mobile
number, bank account details) and Nomination details through Form ISR-1. The said Form ISR-1 can be downloaded from the
website of the Company at https://www.bergerpaints.com/investors/investor-services.html or from the website of Company’s
RTA at http://www.cbmsl.com. Additionally, though not mandated, the Company has sent second reminder on 12th May, 2022 to
those Members who have not furnished their PAN, KYC and Nomination details.
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8) Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January,
2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz., issue of
duplicate securities certificate, claim from Unclaimed Suspense Account, renewal/exchange of securities certificate, endorsement,
sub-division/splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition
Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of
which is available on the website of the Company at https://www.bergerpaints.com/investors/investor-services.html or from the
website of its RTA at http://www.cbmsl.com.
Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted
into demat/electronic form since transfer of equity shares/issuance of equity shares in physical form have been disallowed
by SEBI.
9) Members holding equity shares in physical form, who have not updated their mandate for receiving the dividends directly in their
bank accounts through Electronic Clearing Service or any other means (“Electronic Bank Mandate”), can register their Electronic
Bank Mandate to receive dividends directly into their bank account electronically or any other means, by sending Form ISR-1
duly filled in and signed, the format of which is available on the website of the Company at https://www.bergerpaints.com/
investors/investor-services.html or from the website of its RTA at http://www.cbmsl.com along with following documents latest
by 16th August, 2022 to the Company at its Registered Office address – (1) Secretarial Department, Berger Paints India Limited,
129, Park Street, Kolkata - 700017 or to its RTA i.e., (2) M/s CB Management Services (P) Limited (P-22, Bondel Road,
Kolkata -700019):-
a) copy of cancelled cheque leaf bearing the name of the first or sole holder;
c) self attested scanned copy of any document (such as AADHAAR Card, Driving License, Election Identity Card, Passport)
in support of the postal address of the Member as registered against their shareholding.
For the Members holding shares in demat mode, you are requested to update your Electronic Bank Mandate through your
Depository Participant(s).
10) To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in
address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for
long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified
from time to time.
11) Explanatory Statement pursuant to Section 102 of the Act, as set out in the Notice is annexed hereto. The recommendations of the
Board of Directors of the Company in terms of Regulation 17(11) of the Listing Regulations is also provided in the said Statement.
Necessary information of the Directors as required under Regulation 36(3) of the Listing Regulations and the Revised Secretarial
Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI) is also appended to the Notice.
The Statement read together with the Annexures hereto and these notes form an integral part of this Notice.
12) In terms of General Circular Nos. 20/2020 dated 5th May, 2020, 02/2021 dated 13th January, 2021 and 2/2022 dated 5th
May, 2022 issued by the Ministry of Corporate Affairs, all items proposed under Special Business are considered unavoidable by
the Board of Directors of the Company.
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ANNUAL REPORT 2021-22
13) All documents referred to in the Notice and the Explanatory Statement shall be made available for on-line inspection by the
Members of the Company, without payment of fees up to and including the date of AGM. Members desirous of inspecting the same
may send their requests at rajibde@bergerindia.com with a copy marked to sumandey@bergerindia.com from their registered
e-mail addresses mentioning their names and folio numbers/demat account numbers.
During the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170
of the Act and the Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the
Act and the Certificate from Secretarial Auditor of the Company certifying that the ESOP Scheme of the Company has been
implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 shall be made available for on-line inspection upon login at NSDL e-Voting system at www.evoting.nsdl.com.
14) Members holding shares of the Company in physical mode through multiple folios are requested to consolidate their shareholding
into a single folio, by sending their original share certificates along with a request letter to consolidate their shareholding into one
single folio, to the RTA.
Members holding shares in physical form who have not yet registered their nomination are requested to register the same by
submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she
may submit the same in Form ISR-3 or SH-14 as the case may be. Members may download the said forms from the Company’s
website under the weblink at https://www.bergerpaints.com/investors/investor-services.html. Members holding shares in demat
mode should file their nomination with their respective Depository Participant(s).
15) In all correspondence with the Company/the RTA, Members are requested to quote their Folio Number and in case their shares are
held in the dematerialised form, must quote their DP ID and Client ID numbers.
16) Members are reminded to send their dividend warrants, which have not been encashed, to the Company, for revalidation. As per
the provisions of Section 124(6) of the Act, unclaimed dividend is liable to be transferred to the Investor Education and Protection
Fund of the Central Government after expiry of seven years from the date they become due for payment.
17) The Ministry of Corporate Affairs (MCA) had vide notification No. S.O.2866 (E) dated 5th September, 2016 enforced Sections124(6)
and 125 of the Act read with the Investor Education and Protection Fund [IEPF] (Accounting, Audit, Transfer and Refund) Rules,
2016 (as amended), which requires companies to transfer the underlying shares to the IEPF, in respect of which the dividends
have remained unclaimed for a consecutive period of seven years. Accordingly, shareholders are requested to apply for unclaimed
dividends immediately to the Company/the RTA. Members are informed that once the unclaimed or unpaid dividend is transferred
to the designated account of IEPF and shares are transferred to the Demat Account of the IEPF Authority, no claim shall lie against
the Company in respect of such dividend/shares. During the Financial Year 2021-22, the Company had transferred 1,33,841 equity
shares to IEPF on 19th November, 2021. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may
claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.
The eligible Members are entitled to claim such unclaimed or unpaid dividend and shares including benefits, if any, accruing on
such shares from the IEPF Authority by making an online application in web Form IEPF-5 and sending the physical copy of the
same duly signed (as per the specimen signature recorded with the Company) along with requisite documents at the Registered
Office of the Company for verification of their claims. Relevant details and the specified procedure to claim refund of dividend
amount/shares along with an access link to the refund web page of IEPF Authority’s website for claiming such dividend amount/
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BERGER PAINTS INDIA LIMITED
shares has been provided on the Company’s website, i.e., www.bergerpaints.com under the “Investor Services” category. The due
dates for transfer of the unclaimed or unpaid dividend relating to subsequent years to IEPF are as follows
18) The shareholders holding shares in physical mode and whose names appear in the Register of Members on 26th August, 2022,
whereas the shareholders holding shares in electronic mode and whose names appear in the list of beneficial holders furnished by
respective Depositories as at the end of business hours on 19th August, 2022 shall be eligible for receipt of dividend as recommended
by the Board subject to approval of the proposed resolution in this connection by the Members of the Company. Accordingly, as per
current SEBI Regulations, dividend is required to be credited to Members’ respective bank accounts through National Automated
Clearing House (NACH), wherever the facility is available and the requisite/valid details/mandates have been provided by the
Members. Members desirous of availing this facility may send the details of their bank accounts with addresses and MICR & IFSC
Codes of their banks to their Depository Participants (in case of shares held in dematerialised form) or to the Company’s RTA (in
case of shares held in physical form) at the earliest.
19) Pursuant to amendment made in Regulation 40 of Listing Regulations and vide Gazette notification dated 24th January, 2022, except
in case of transmission or transposition of securities, requests for effecting transfer shall not be processed unless the securities are
held in dematerialised form with a depository.
20) As the AGM is being conducted through VC or OAVM, the Members are requested to express their views/send their queries
well in advance for smooth conduct of the AGM but not later than 5:00 P.M. (IST) Monday, 22nd August, 2022 mentioning their
names, folio numbers/demat account numbers, e-mail addresses and mobile numbers at sumandey@bergerindia.com with a
cc to rajibde@bergerindia.com and only such questions/queries received by the Company till the said date and time shall be
considered and responded during the AGM.
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Members willing to express their views or raise queries during the AGM are required to register themselves as speakers by
sending their requests on or before Monday, 22nd August, 2022 (5:00 P.M. IST) at sumandey@bergerindia.com with a cc to
rajibde@bergerindia.com from their registered e-mail addresses mentioning their names, folio numbers/demat account numbers,
PAN details and mobile numbers. The Members who have registered themselves as speakers will be allowed to express their views/
ask questions during the AGM. The Chairman of the Meeting/the Company reserves the right to restrict the time allotted to each
speaker and the number of speakers to ensure smooth conduct of the AGM.
21) Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1st April, 2020 and
the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed
rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and the amendments thereof. The
Shareholders are once again requested to update their PAN with the Company at sumandey@bergerindia.com with a cc to
rajibde@bergerindia.com/the RTA at subhabrata@cbmsl.co/ranarc@cbmsl.co (in case of shares held in physical mode) and
their respective Depository Participants (in case of shares held in dematerialised mode). The following may be noted:
(i) A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form
No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to subhabrata@cbmsl.co/ranarc@cbmsl.co on
or before 16th August, 2022. Shareholders are requested to note that in case their PAN is not registered or an invalid PAN is
furnished, the tax will be deducted at a rate of 20%. Further, tax may be deducted at higher rate of 20% for non-filing of return
of income for the last financial year for which due date has expired.
(ii) Resident shareholders who are eligible for deduction of tax at a concessional or Nil rate as per Section 197 of the
Income-tax Act, 1961, can submit the certificate/letter issued by the Assessing Officer, to avail the benefit of lower rate of
deduction or non-deduction of tax at source by sending an e-mail to subhabrata@cbmsl.co/ranarc@cbmsl.co on or before
16th August, 2022.
(iii) Non-resident Shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject
to providing necessary documents i.e., No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency
Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an e-mail to
subhabrata@cbmsl.co/ranarc@cbmsl.co. The aforesaid declarations and documents need to be submitted by the Shareholders
on or before 16th August, 2022.
22) As on 31st March, 2022, 4,40,939 equity shares of `1/- each fully paid up have remained unclaimed for 152 shareholders. During
the year, the Company had received 10 requests from the Members for transfer of their unclaimed shares in aggregate from the
Company’s unclaimed demat suspense account, i.e., ‘M/s Berger Paints India Limited – Unclaimed Demat Suspense Account’ and
accordingly, the Company has transferred those unclaimed shares from its unclaimed demat suspense account. Further, 39,239
equity shares of `1/- each were transferred from unclaimed suspense account to IEPF Account between the period 1st April, 2021
to 31st March, 2022. The details are given in Annexure A of the Corporate Governance Report.
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23) In compliance with the provisions of Section 108 of the Act, read with the provisions of the Companies (Management and
Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations (as amended), and the MCA Circulars dated
8th April, 2020, 13th April, 2020, 5th May, 2020, 13th January, 2021, 5th May, 2022, the Company is providing facility of remote
e-Voting to its Members in respect of the business to be transacted at the AGM. The Company has engaged National Securities
Depository Limited (“NSDL”) to provide to the Members the e-Voting platform and services for casting their vote through remote
e-Voting on all resolutions set forth in this Notice. Only those Members who are present in the Meeting through VC or OAVM
facility and have not cast their votes on resolutions through remote e-Voting and are otherwise not barred from doing so, shall be
allowed to vote through e-Voting system during the AGM.
The remote e-Voting period will commence on 23rd August, 2022 (Tuesday at 9:00 a.m.) and will end on 25th August, 2022
(Thursday at 5:00 p.m.). During this period, Members of the Company, holding shares either in physical mode or in dematerialised
mode, may cast their vote electronically. The remote e-Voting module shall be disabled by NSDL for voting thereafter.
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access
e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
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Individual Shareholders 1. Existing users who have opted for Easi/Easiest, they can login through their user id and password.
holding securities in Option will be made available to reach e-Voting page without any further authentication. The URL for
demat mode with CDSL users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.
com and click on New System Myeasi.
2. After successful login of Easi/Easiest, the user will be also able to see the E Voting Menu. The Menu
will have links of e-Voting service provider i.e., NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.
com/myeasi/Registration/EasiRegistration.
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN
No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile and Email as recorded in the demat Account. After successful authentication,
user will be provided links for the respective ESP i.e., NSDL where the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository
(holding securities in Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see
demat mode) login e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
through their depository successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
participants service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at above-mentioned website.
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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e., NSDL and CDSL.
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending a request
securities in demat mode with NSDL at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending a request
securities in demat mode with CDSL at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either
on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the
screen.
Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e., Cast your vote electronically.
a) For Members who hold shares in demat account 8 Character DP ID followed by 8 Digit Client ID
with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
c) For Members holding shares in Physical Form EVEN Number followed by Folio Number registered with the company.
For example if folio number is 001*** and EVEN is 101456 then user ID is
101456001***
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5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system
will force you to change your password.
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated
to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the
attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose
email ids are not registered.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
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2. Select “EVEN (120529)” of company for which you wish to cast your vote during the remote e-Voting period and cast
your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under
“Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
1. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to aklabhcs@gmail.com/aklabh@aklabh.com
with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can
also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on "Upload Board Resolution /
Authority Letter" displayed under "e-Voting" tab in their login.
2. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and
becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e.,
19th August, 2022 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA.
However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and
password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/
Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800
1020 990 and 1800 22 44 30. In case of Individual Shareholders holding securities in demat mode who acquire shares of
the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the
cut-off date i.e., 19th August, 2022 may follow steps mentioned in the Notice of the AGM under Step 1: “Access to NSDL
e-Voting system”(as mentioned above).
3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password.
In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?”
option available on www.evoting.nsdl.com to reset the password.
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4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and
registration of e mail ids for e-voting for the resolutions set out in this Notice:
1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card),
com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login
method explained at step 1 (A) i.e., Login method for e-Voting and joining virtual meeting for Individual shareholders
3. Alternatively, shareholders/members may send a request to evoting@nsdl.co.in for procuring user id and password for
4. In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not cast
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day
of the AGM shall be the same person mentioned for Remote e-voting.
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INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting
system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After
successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company
name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/
OAVM will be available in Shareholder/Member login where the EVEN (120529) of Company will be displayed.
Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID
and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid
last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended
to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a
speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number
at sumandey@bergerindia.com/ rajibde@bergerindia.com latest by 5 p.m. (IST) on Monday, 22nd August, 2022.
6. Shareholders who would like to express their views/have questions may send their questions in advance mentioning
their name demat account number/folio number, email id, mobile number at sumandey@bergerindia.com/
rajibde@bergerindia.com latest by 5 p.m. (IST) on Monday, 22nd August, 2022. The same will be replied by the
Company suitably.
7. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the meeting.
8. When a pre-registered speaker is invited to speak at the meeting but he/she does not respond, the next speaker will be
invited to speak. Accordingly, all speakers are requested to get connected to a device with a video camera along with
good internet speed.
9. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for
smooth conduct of the AGM.
10. Members who need assistance before or during the AGM, can contact Ms Pallavi Mhatre, Manager, NSDL at
evoting@nsdl.co.in or call 1800 1020 990 / 1800 22 44 30.
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24) The voting rights of Members shall be in proportion to their share of the paid-up equity share capital (in case of electronic
shareholding) of the Company as on the cut-off date of 19th August, 2022.
25) Any person, who acquires shares of the Company and becomes Member of the Company after dissemination of the Notice of AGM
and holding shares as on the cut-off date ,i.e., 19th August, 2022 may obtain the login ID and password by sending a request at
evoting@nsdl.co.in or subhabrata@cbmsl.co/ranarc@cbmsl.co or sumandey@bergerindia.com mentioning his or her folio
number/DP ID and Client ID. However, if he is already registered with NSDL for remote e-Voting, then he can use his existing
user ID and password for casting his vote. If he forgets his password, he can reset his password by using “Forgot User Details/
Password” option available on www.evoting.nsdl.com.
26) Members holding shares in physical mode or whose e-mail addresses are not registered, may cast their votes through e-Voting system,
after registering their e-mail addresses by sending the following documents to the Company at sumandey@bergerindia.com or to
the RTA at subhabrata@cbmsl.co/ranarc@cbmsl.co: (i) Scanned copy of a signed request letter, mentioning the name, folio
number/demat account details and number of shares held and complete postal address; (ii) Self-attested scanned copy of PAN
Card; and (iii) Self-attested scanned copy of any document (such as AADHAAR card/latest Electricity Bill/latest Telephone Bill/
Driving License/Passport/Voter ID Card/Bank Passbook particulars) in support of the postal address of the Member as registered
against their shareholding. Members, who hold shares in physical mode and already having valid e-mail addresses registered with
the Company/the RTA, need not take any further action in this regard.
27) In case of joint holders attending the meeting, only such joint holder, who is higher in the order of names, will be entitled to vote
at the Meeting.
28) Pursuant to the provisions of Section 108 of the Act, Mr A.K. Labh (FCS-4848/CP-3238) of M/s A.K.Labh & Co., Company
Secretaries has been appointed as the Scrutinizer to scrutinize the remote e-Voting process as well as voting by Members (who
have not cast their vote through remote e-Voting) participating at the AGM through VC or OAVM as on the date of AGM in a fair
and transparent manner.
29) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter
unblock the votes cast through remote e-Voting and make, within two working days of conclusion of the AGM, a consolidated
Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or Company Secretary or a person authorised
by the Chairman in writing, who shall countersign the same.
30) The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.bergerpaints.com, the
e-Voting website of NSDL - www.evoting.nsdl.com and on the notice board of the Company's registered office immediately. The
Company shall simultaneously forward the results to National Stock Exchange of India Limited, BSE Limited and The Calcutta
Stock Exchange Limited, where the shares of the Company are listed.
31) Subject to receipt of requisite number of votes, the resolutions proposed in the Notice shall be deemed to be passed on the date of
the Meeting itself, i.e., 26th August, 2022.
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ITEM NO. 3
Mr Kuldip Singh Dhingra (Mr Dhingra) [DIN: 00048406] aged 74 years, is the Non-Executive and Non-Independent Director
of the Company liable to retire by rotation. He is also the Non-Executive Chairman of the Board of Directors and the Promoter
of the Company. As per Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), with effect from 1st April, 2019, no listed company shall appoint a
person or continue the directorship of any person as a Non - Executive Director who has attained the age of 75 years, unless a
Special Resolution is passed to that effect, and justification thereof is indicated in the explanatory statement annexed to the Notice
for such appointment.
Mr Dhingra has been a Director of the Company since 17th July, 1991. He is a Science Graduate from Hindu College,
Delhi University. Mr Dhingra is an industrialist and has over 50 years of experience in paint and related industries and his contribution
to the paint and related industries are well known and internationally acclaimed. His rich experience, expertise and guidance has all
along resulted in the organic and inorganic growth of the business.
Mr Dhingra will attain the age of 75 years on 2nd September, 2022. He is liable to retire by rotation at this Annual General Meeting
and it is proposed to reappoint him as a Director of the Company subject to requisite consent received from shareholders. Regulation
17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
will be applicable and a Special Resolution is required to be passed. Hence, the approval of the members is sought by way of
Special Resolution.
The Board of the Company is of the opinion that Mr Dhingra has been an integral part of the Board and has provided valuable
insights to the Company and his continuation as a Director will be in the interest of the Company notwithstanding Mr Dhingra
attaining seventy-five years of age. Hence the Board recommends the resolution set out in item No. 3.
The details required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India, in respect of Director(s) seeking appointment/re-appointment at this AGM forms
part of the Notice.
Mr Dhingra, Ms Rishma Kaur, Mr Gurbachan Singh Dhingra and Mr Kanwardip Singh Dhingra, being the relatives of Mr Dhingra
may deemed to be interested and concerned in the Resolution No.3 of the Notice. Other than Ms Rishma Kaur, Mr Gurbachan Singh
Dhingra, Mr Kanwardip Singh Dhingra and Mr Dhingra himself, no other Director or Key Managerial Personnel of the Company, or
their relatives, are concerned or interested financially or otherwise, in Resolution No. 3 as contained in the Notice.
ITEM NO. 5
Mr Naresh Gujral (Mr Gujral) [DIN: 00028444] aged 74 years, Non-Executive Independent Director of the Company was appointed
as an Independent Director by the Members of the Company on 3rd August, 2015 for a period of 5 (five) years from 20th August,
2014 to 19th August, 2019. Mr Gujral was re-appointed as an Independent Director for a second term of 5 (five) years with effect
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from 20th August, 2019 to 19th August, 2024 at the Annual General Meeting of the Company held on 5th August, 2019. His second
term as an Independent Director is due to expire on 19th August, 2024.
Mr Gujral is a Fellow Member of the Institute of Chartered Accountants of India. He is an eminent Industrialist and the founder of
Span India Group. Mr Gujral is an expert in the field of management and decision making including policy related matters. He is a
Member of the Audit Committee.
Mr Gujral will attain the age of 75 (seventy five) years on 19th May, 2023 and the continuation of his directorship will be subject to
approval by the shareholders by way of a Special Resolution and hence, the approval of the Members is sought for the continuation
of his directorship on the Board of the Company even after attaining the age of 75 (seventy five) years.
The Board of the Company is of the opinion that Mr Gujral has been an integral part of the Board and has provided valuable insights
to the Company and his continuation as a Director will be in the interest of the Company notwithstanding Mr Gujral attaining 75
(seventy five) years of age. Hence, the Board recommends the resolution set out at Item No. 5.
Except Mr Gujral, no other Director/Key Managerial Personnel of the Company/their relatives are concerned or interested, financially
or otherwise, in the Resolution set out at Item No.5.
ITEM NO. 6
The Board of Directors at its meeting held on 26th May, 2022 based on the recommendation of the Audit Committee, appointed
M/s N Radhakrishnan & Co., Cost Accountants (Firm Registration No.000056), as Cost Auditors of the Company at a remuneration of
` 2,45,000 plus applicable tax and other out-of-pocket expenses and M/s Shome and Banerjee, Cost Accountants (Firm Registration
No.000001), as Cost Auditors at a remuneration of `1,45,000 plus applicable tax and other out-of-pocket expenses to audit the cost
records of the products manufactured by the Company for the year ending on 31st March, 2023. M/s N. Radhakrishnan & Co., Cost
Accountants will carry out cost audit of the Company’s factories situated at a) Howrah b) Rishra c) Goa d) Puducherry e) Jejuri and
f) Naltali. M/s Shome and Banerjee, Cost Accountants, will undertake cost audit of the Company’s factory situated at Jammu and
the factories of British Paints Division situated at Sikandrabad and Hindupur.
Pursuant to Section 148 of the Act read with the Rule14 of the Companies (Audit and Auditors) Rules, 2014 (as amended), the
remuneration payable to the Cost Auditors shall be approved by the Board of Directors and subsequently ratified by the Members
of the Company. Accordingly, the remuneration payable to M/s N Radhakrishnan & Co., Cost Accountants and M/s Shome and
Banerjee, Cost Accountants for the financial year ending on 31st March, 2023 as approved by the Board of Directors is being placed
before the Members for ratification.
The Directors recommend adoption of the Resolution at Item No.6 for ratification by the Members.
No Director, Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise, in respect of the
said Resolution.
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Details required under Section 102 of the Companies Act, 2013 in respect of Mr Kuldip Singh Dhingra,
Mr Gurbachan Singh Dhingra and Mr Naresh Gujral, Directors of the Company, who are seeking
re-appointment through this Notice, have already been provided under the heading Explanatory
Statement annexed to this Notice. Other information in compliance with Regulation 36(3) of the
Listing Regulations and SS-2 issued by the Institute of Company Secretaries of India (ICSI) have
been provided in the table below:
Name of Director Mr Kuldip Singh Dhingra Mr Gurbachan Singh Dhingra (DIN: Mr Naresh Gujral (DIN:00028444)
(DIN:00048406) (00048465)
Brief Resume of the Director Mr Kuldip Singh Dhingra is the Mr Gurbachan Singh Dhingra is Mr Naresh Gujral is a Fellow
Chairman of the Board of Directors the Vice-Chairman of the Board of Member of the Institute of Chartered
He has been a Director of the Directors. He has been a Director of Accountants of India. He is the
Company since 1991. Mr. Dhingra the Company since 1993. Mr Dhingra founder of Span India Group.
is a Science Graduate from Hindu is a Graduate from Punjab University. Mr Gujral is an eminent industrialist
College, Delhi University. He is a He is a promoter, an industrialist with and social activist.
promoter, an industrialist with long considerable experience in the paint
standing experience in the paint and industry, especially in its technical
related industries. aspects.
Date of Birth/Age 2nd September, 1947 (74 years) 9th April, 1950 (72 years) 19th May, 1948 (74 years)
Date of First 17th July, 1991 14th May, 1993 12th February, 2003
Appointment on the Board
Qualification Science Graduate, Hindu College, Graduate, Punjab University Fellow Member of the Institute of
Delhi University Chartered Accountants of India
Expertise in specific functional Mr Kuldip Singh Dhingra is an Mr Gurbachan Singh Dhingra is Mr Gujral is an expert in the field of
areas industrialist and has over 51 years an industrialist and has 52 years management and decision making
of experience in paint and related experience in the paint industry, including policy related matters.
industries and his contribution to the especially in its technical aspects. He
paint industry is well known and has practical experience in building
internationally acclaimed. His rich and commissioning of many paint
experience and expertise is helpful factories. His expertise is helpful for
for the organic and inorganic growth the business growth, its manufacturing
of the business. and technical aspects.
Terms and Conditions of re- Non-Executive Director, liable to Non-Executive Director, liable to Non-Executive, Independent
appointment retire by rotation retire by rotation Director, not liable to retire by
rotation. Appointed for a second term
of 5 (five) years from 20th August,
2019 up to 19th August, 2024
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FINANCIAL RESULTS
(` in Crore)
Financial Year
Particulars
Standalone Consolidated
2021-2022 2020-2021 2021-2022 2020-2021
Profit before Exceptional Items, Depreciation, Finance Cost and Tax 1245.65 1152.72 1395.66 1239.47
Add: Exceptional Item - (14.80) - -
Add: Share of Profit/Loss from Joint Ventures - - 3.86 (5.61)
Less:
Depreciation and Amortisation Expense 197.53 186.12 226.51 211.14
Finance Cost 42.93 33.22 50.72 44.10
Profit Before Tax 1005.19 918.58 1122.29 978.62
Less:
Provision for Taxation 255.33 237.80 289.34 258.90
Profit After Taxation 749.86 680.78 832.95 719.72
Add:
Other comprehensive income/(loss) for the year net of tax 0.82 0.01 (15.50) 12.53
Total comprehensive income 750.68 680.79 817.45 732.25
FINANCIAL PERFORMANCE
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Just when the world was coming to terms with the loss of lives, disruptions, lock-downs, restrictions caused due to COVID 19
pandemic, fresh challenges are at our door step caused by the conflict in Europe. As the war draws on and sanctions and retaliatory
actions intensify, shortages, volatility in commodity and financial markets, supply dislocations and most alarmingly, persistent and
rapidly spreading inflationary pressures are becoming more acute day by day.
Over the first half of 2021, an uneven and divergent global recovery began to take shape with the ebbing of the ‘Delta’ variant
driven COVID 19 infections and the gathering pace and scale of vaccination. In the second half of 2021, the global recovery became
hostage to the ‘Omicron’ variant though the wave turned out to be short lived and global trade recovered amidst supply and logistics
bottlenecks. The International Monetary Fund’s April, 2022 World Economic Outlook placed global GDP growth for the year at 6.1%.
The Indian Economy has shown resilience, drawing upon the innate strength of its underlying fundamentals and supported by a
prudent and favourable policy mix. The rebound in domestic economic activity that took hold with the waning of the Omicron wave
is turning out to be increasingly broad based. Private consumption is regaining traction on the back of recuperating contact-intensive
services and rising of discretionary spending. Government consumption has crossed pre-pandemic levels and overall the Indian
economy consolidated its recovery with most constituents surpassing pre-pandemic levels of activity.
The Indian Paint Industry is today worth over INR 62000 crore (USD 8 billion), and is the fastest growing major paint economy the
world over, with a consistent double digit growth over the last two decades except 2020 and 2021. The last two years have not been the
best of times for the Indian paints and coatings industry due to multiple waves of COVID 19 pandemic though it did not retard the pace
of new investments and capacity expansions in the Indian paint and coatings industry. Almost all major producers have announced and
gone ahead with a slew of investments resulting in capacity expansions and greenfield projects.
The decorative paint category constitutes almost seventy-five percent of the overall market and includes multiple categories like
exterior wall paints, interior wall paints, wood finishes and enamel as well as auxiliary products like primers and putty. The Industrial
paint category constitutes the balance twenty-five percent of the paint market and includes a broad array of sectors like protective,
automotive, general industrial, marine, powder, specialty coatings, etc.
The residential housing sector registered recovery in the fourth quarter of 2021-2022, with sales and construction launches improving
sequentially, and inventory overhang declining to the lowest in eight quarters. The optimism in the sector was reflected in the number
of units launched, the highest in the last fifteen quarters. The construction sector benefited from the thrust by the government on
infrastructure coupled with activity in the housing segment. The Pradhan Mantri Awaas Yojana with a sizable allocation of funds is
expected to support growth in construction sector along with generation of mass employment in the economy. In the last few years,
the Construction Chemicals and Waterproofing segment has been growing fast and is one of the major contributors to the Paints and
Coatings business.
COMPANY’S OPERATIONS
Berger’s consistent focus on transforming challenges into opportunities has been the pivot which has enabled the Company to do well
even during tough times. The inherent challenges brought about by multiple waves of the COVID-19 pandemic and the escalation of
geographical tensions resulting in war in Eastern Europe towards the end of the financial year made it imperative that we focus on
our strengths and look for all available opportunities. Berger’s tremendous progress over the past decade has been possible because of
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an organizational culture that encourages and rewards innovation and value to the customer. The ability of the teams to consistently
craft and execute winning strategies while ensuring that the corporate governance standards are maintained at the highest levels have
ensured robust and consistent growth of the Company. Despite the undeniable challenges, Berger has been agile, focused to adapt to
the new normal and understanding to the core value of business - people, process and technology more than ever, thus strengthening
its position in the paint industry.
Aggressive network expansion drives in the rural and up-country markets and renewed emphasis on the infrastructure and project
segment in the urban markets helped the Company to stride forward. Paint and coatings skill remains an under-penetrated category in
India with a huge scope of increasing our footprint in newer geographies. Focus was on increasing the number of Colorbank machines
and entering new markets. At present, Berger has a network strength of 38,500 Colorbank machines. On top of this, the Company
had undertaken a distributor initiative three years back which has further added to the spread. In all, the Company caters to a total
network size of 50,000 dealers and retailers. Further, the sales teams underwent rigorous training programs that facilitated the network
expansion efforts. The Company made use of technology to map the network including non-paint channels. The initiatives produced
good results.
Initiatives taken to drive premium-luxury segment including launch of new products, new advertisements and revamping of existing
portfolio helped drive up profitability and resulted in Operating profit growth which was more than the industry average. The Company
registered good growth in numbers both in top-line as well as bottom-line. Margin pressure was there due to escalating raw material
prices and the Company took series of steps to cut costs, improve margins and increase prices to mitigate the price increase pressure.
The Company’s path breaking and leading products such as Easy Clean, Anti Dustt, Homeshield waterproof putty were revered and
emulated by all.
The Company launched new products out of which significant ones are as follows:
“WeatherCoat Longlife Flexo” in addition to the existing WeatherCoat Longlife 7 and WeatherCoat Longlife 10 promises to be a
high- performance exterior paint with elastomeric properties that help cover hairline cracks on exterior walls and silicon additives
that help protect from heavy rains. Its superior dust pickup resistance comes with an eight-year performance warranty. “Luxol PU
Enamel” formulated with specially designed proprietary polyurethane resins, gives a long lasting glossy finish with superior coverage
suitable for metal, wood and masonry surface. “BP White Primer Lite”, a specially formulated economy acrylic primer for interiors,
gives good performance at low cost. It has excellent whiteness and coverage coupled with good opacity. “BP Anti Corrosive 1K
epoxy primer”, specially formulated with epoxy-based resin gives it excellent anti- corrosive properties and is superior to ordinary
metal primers. “Berger Imperia BreatheEasy”, a zero smell, one component water based polyurethane is easy to apply on both new
and pre-coated heritage furniture in clear opaque and transparent shades. “Woodkeeper Rainbow” and “Berger Imperia Polyster”
add to our product range in terms of wood finishes. While the consumers spend more time in their homes, Berger launched a range of
Do-It-Yourself products under the “i-Paint” umbrella. The product range turned out to be an instant success as it helped the customers
make aesthetic changes to their accessories, furniture, and décor items on their own. “Bison Flex Wall Putty”, a white cement based
premium putty fortified with polymers and additives is ideal for use on exterior and interior wall surfaces to provide a smooth aesthetic
finish and an extended life to the topcoat.
Further, the Company also re-branded some of its products like ‘Silk Illusions’, premium range of interior textures now been re-
branded as “Silk GlamArt”. The textures are designed to make your home a thing of beauty while defining your personality. The
tagline “Live Your Style”, aims at making the home an ultimate style statement. The “Silk Glamor” range of products formulated using
the crystal reflective technology to give walls a durable, glamourous and rich appearance for many years is being endorsed by Kareena
Kapoor Khan. It is free from alkylphenol ethoxylates (APEO), formaldehyde and is low in VOC. Silk Glamor range is available in
metallic and non-metallic shades.
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Express Painting, a home painting service innovation from Berger Paints launched in 2015, has been growing from strength to
strength. Express PaintingTM became “Safe Express Painting” with the slogan “Faster-Cleaner-Safer” service with a safety upgrade
and a contactless service availed of through a consumer friendly mobile application crafted to solve all the pain-points faced by a
customer. Available pan-India, the service that enjoys a 95%+ Customer Satisfaction Score, delivered 35,000 beautiful homes to happy
customers in 100 cities. Specialised personal consultancy, precision, mechanized tools and trained painters have truly transformed the
journey of Express Painting consumers and Berger is a sought after brand when it comes to Express Painting.
With 47 iTrain painter training academies, Berger Paints manages the largest skilling activity in the industry and trained more than
1 lac people last year on painting skills. 19 mobile academies covered 2.65 lac km across the length and breadth of India visiting and
training painters of 1040 towns. All 3 winners in the decorative painting category at the National Skills Competition were trained at
various Berger iTrains.
Waterproofing and construction chemical business has grown by more than 50% overall; revenue has tripled in many markets as well.
Berger Home Shield has now become one of the major players in this segment with strong presence in more than 30000 outlets across
the country. Berger Homeshield has been able to establish itself as a scientific waterproofing specialist. Strong forays were made into
industries, government, builders and repair segment. Scientific waterproofing solution has been provided across the country through
more than 20000 trained applicators. Many prestigious projects have been executed with Berger Homeshield product range including
housing, national highway, hydro-power, airport, bridges etc. A complete range of tile adhesive with ancillary products has also been
launched under the prestigious “Homeshield” brand. Akshay Kumar is the Brand Ambassador for Berger Home Shield.
‘Berger Prolinks’ division provides customized painting solutions for India’s urban landmarks, old and new. Auditorium and cinemas,
malls and multiplexes, high-end housing complexes, hotels and resorts, multi-speciality hospitals, international schools and university
campuses, all have their unique needs and require considerable outlays to build and maintain. The professionalism and experience that
Prolinks bring to the table has made it an ideal partner for such construction activity.
‘Berger Protecton’ has coated more than 500 railway and metro coaches using a coating system complying with Research Designs and
Standards Organisation (RDSO) specification. Berger’s Protecton business is the undisputed leader in the protective coatings segment
and has remained since its inception. Ranging from pipe coatings to refinery projects, railways, iron and steel plants, road marking
business, thermal power plants, floor-coating, airports- Berger Protecton is present everywhere and is handling many prestigious
projects during the year under review. This business registered record revenue in spite of great challenge bought about by escalating
raw material prices which were passed on to the customers partially. The future for the Protecton business is extremely bright and with
an array of innovative offerings, it is expected to grow rapidly.
The Auto, General Industrial and Powder Coating business faired satisfactorily during FY 2021-22. General Industrial in particular
recorded a sizeable value growth during the period and a number of new OEMs were added during the year. Powder Coatings also
grew considerably and commenced exporting to various countries.
The Research and Development (R&D) activity of the Company has been effectively supporting the business and is responsible for
the Company’s robust growth. The differentiated product offerings have been possible because of the effects carried out by the R & D.
R & D not only provides support to its existing businesses but contribute to profitability through constant innovation as well as focus
on customer requirement and satisfaction. It further adds value when it comes to cost saving thus contributing towards increasing
profitability of the Company. The Company has filed two patent applications during the year under review and plans to accelerate in
this area.
Procurement and management of inventory, especially during the restrictions imposed due to the outbreak of the second wave and
third wave of the COVID-19 pandemic posed a challenge like last year but was managed efficiently. Multiple waves of the pandemic,
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supply chain and logistic disruptions, elevated inflation with the prices of crude, metals and fertilizers hitting the roof and bouts of
financial market turbulence still throw open lot of uncertainty and efficient and effective management of resources are required to be
made in order to ensure seamless supply of raw materials and finished goods. Judicious cash flow management ensured that Company
operations were carried out smoothly.
The extent of digital adoption by the Indian consumers led to multiple transformational digital initiatives which were taken on the
consumer, dealer and contractor front. Berger’s investments in IT and technology platforms to enhance ease of doing business for our
sales team, channel partners and influencers and the supply chain initiatives have been worth their weight in gold. Distance today is no
longer a barrier given the advancements in technology. The training and mentorship programs of our teams through digital platforms
to deliver unsurpassed consumer engagements has been a key area of focus for us looking at the evolving market landscape both on
competitiveness and aesthetics.
The manufacturing focus of the Company was on energy efficiency improvement, manpower optimization and related Environmental,
Social and Governance (ESG) initiatives while maintaining COVID protocols. The manufacturing function successfully ensured that
there is no dearth in supply of finished goods. Reduction of carbon emissions, roof top solar power plant, bio briquette fired thermic
fluid heaters, LED lights are only a few sustainability and energy conservation initiatives among many other undertaken by the
Company in all its manufacturing locations without compromising on health and safety of its work force.
Berger won “Deloitte India’s Best Managed Companies 2021” Award for overall business performance and sustained growth with
the prestigious “Best Managed” title. Among several other awards and accolades received during the year, corporate EHS department
won Environmental Protection Award 2021 by Greentech Foundation, as winner in gold category competing with large public sector
organizations and multinational companies. This only indicates the Company’s constant endeavour towards a better environment and
sustainability. Your organization also co-created a program called “Memorable Walls” to provide a platform to the budding designers
to showcase their skills despite the limitations imposed by Covid-19.
The subsidiaries and joint ventures also contributed significantly to the overall growth of the Company with state-of-the-art
manufacturing facilities, innovation and wide range of products, market penetration and economies of scale.
With 86.8% of the adult population in India already vaccinated with the first and second dose, the Indian economy is relatively better
placed to consolidate the recovery that is underway and improve the macro-economic prospects going forward. The pessimistic
feeling is over and things look ‘back to normal’.
Berger as a brand, with its differentiated products, strong distribution network, state of the art technology backed by a strong research
and development facility and always supported by an enthusiastic workforce is sufficiently equipped to handle competition and
take long strides forward, penetrating into newer geographies, increasing sales and enriching customer experience. The Company
is sufficiently equipped to tackle the situation and ensure smooth raw material supply, production, quality checks in order to ensure
smooth distribution of its products and services. Efforts are constantly on to reduce cost through constant efforts without effecting the
quality of products.
The pandemic for the last two years has been a huge lesson for us as regards maintaining health and hygiene and being vigilant about
cleanliness at home and workplace. With an aim to keep our homes clean and free from infection, regular painting has now turned into
a habit for many. The demand for protective coatings, water proofing, insulated floor coatings etc. are rising by every passing day. The
demand for general industrial, automotive and powder coatings have recovered and it is expected that the Company would cater to an
even large demography for consumers.
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PROJECT
During the year under review, the Company successfully completed brownfield expansions in water-based paint at Hindupur, Goa,
Jammu, Rishra and for solvent based paint in Jejuri and Hindupur. At Naltali unit, a raw material and finished goods warehouse has
been constructed in sync with increased production volumes. Installation of large integrated production facility having decorative,
industrial paint and wood coatings, resin, putty, emulsion and construction chemical manufacturing facility at Sandila Industrial Area,
Hardoi, Lucknow (Uttar Pradesh) is expected to be commissioned during 2022 subject to receipt of statutory approval(s).
The Company also acquired land at Panagarh, Paschim Bardhaman District, West Bengal from the West Bengal Industrial Development
Corporation Limited (WBIDC) for setting up a manufacturing unit for resin, construction chemicals and putty. Process of setting up
of the factory is in full swing.
Rooftop solar power plants have been installed in Hindupur, Jejuri, Rishra, Naltali, VVN, Goa, Pondicherry and Sandila. The Company
has successfully commissioned bio-briquette fire thermic fluid heaters in almost all its resin plants. LED lights along with automation
in lighting system have been installed in order to save energy. Overall, the Company took a lot of initiatives and was able to generate
substantial savings from various energy saving projects. Rainwater conservation initiatives at various manufacturing facilities provides
alternative for freshwater consumption. Collected water is being reused in operations, gardening, toilets, floor-washing etc.
The financial year 2021-22 has seen uncertainties and complexities which were never seen before, owing to the COVID 19 pandemic,
war in Europe at the later part of the financial year which is still dragging on at the time of writing this report. Though the situation
remains complicated, the paint and coatings industry in India, which is more than 100 years old, shows lot of growth potential.
Various legislations enacted by the government supported by a prudent and favourable policy mix along with the headroom for per
capita paint consumption in India displays a favourable picture all around. With the government consumption crossing pre-pandemic
levels, increased focus on home improvement, stress on having a cleaner and safer interior, culture of working from home which in
turn translates to spending more time inside one’s house, all indicate significant opportunity for the paint and coatings industry. With
differentiated products on offer especially water proofing, construction chemicals, wood coatings, protective coatings and home
hygiene products the future looks even more promising. The overall thrust on housing for all/ affordable housing measures by the
Government results in fresh demand for paints and future repainting jobs thus benefiting the paints and coatings business.
The threat caused due to COVID 19 pandemic and its mutant strains are still looming large and the continuing conflict in Eastern
Europe adds to the anxiety and uncertainty coupled with rising prices of raw materials, crude oil, supply chain disruptions, inflationary
pressures, employee health and wellness all of which will have an impact during the financial year 2022-23. With the paint and
coatings industry doing well, it is expected that competition will be stiffer, with new entrants knocking at the door. The dearth of
skilled labour force is one of the biggest threats being faced by the paint and coatings industry on account of the skill deficit wherein
the skill gap is more apparent. There is a massive mismatch between the client’s demands and the services provided by the largely
unskilled painters till date.
To sum up, it may be stated that digitization, planning and execution coupled with technological support, human resources, differentiated
and innovative product offerings, active sales and service force with ever increasing market share puts the Company in a position
to take advantage of the additional demand created both from the domestic and industrial consumers. Beyond the uncertainties, it is
expected that the strong growth trajectory will soar higher on the wings of increasing market penetration, market share gains, new
value added products and services. Strong brand equity will lead to a limited risk of disruption from peers and new entrants. The paint
industry as a whole is expected to surge ahead in spite of such challenges.
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The Company has a Risk Management and Materiality Policy approved by the Business Process and Risk Management Committee,
Audit Committee and the Board of Directors. The Policy provides a well-articulated framework for identification of risks inherent in
the business operations of the Company and the methods of mitigation in a lucid manner on a continuous basis which are periodically
reviewed and modified considering the size and the complexity of the business and the regulatory requirements from time to time.
The Risk Management Policy has been renamed as Risk Management and Materiality Policy which can be viewed at the following
https://www.bergerpaints.com/about-us/risk-management-policy.html.
Considering the huge uncertainties prevailing in the market due to war in Europe and the vagaries caused by the COVID 19 pandemic,
the major economies of the world are passing through difficult times wherein many questions remain unanswered till date. There
continues to be a concern with the rise of inflation, disruption in supplies, the fear of the COVID 19 pandemic coming back with the
virus mutating itself and the length of the war in Europe which may result in the market feeling the pressure with the rise in the prices
of raw materials and finished goods.
Fortunately, beyond the uncertainties, with proper and intricate planning and execution coupled with technological support, human
resources, products, services and market presence, the Company is well positioned to take the advantage of additional demand
generated both from domestic and industrial consumers. With its focus on digitization, data analytics, market penetration and strong
brand image the Company is placed to tide over uncertainties. In spite of stiff competition and new entrants knocking at the door, the
Company with its differentiated offerings and focus on transforming the living space into a safer and cleaner environment holds the
key for its continued success.
With the major economies of the world having a tough time because of the war in Eastern Europe and also battling COVID uncertainties
and surprises, the decision making and short term and long term strategies and goals need to be reviewed regularly in order to be ready
and adaptable to change.
The Internal Control Systems of the Company are robust and commensurate with the nature, size and complexity of its business.
Well-designed internal financial control measures as laid down and adopted continue to be followed by the Company. Policies and
procedures, as approved by the Board have been adopted by the Management of the Company for ensuring orderly and efficient
conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Good governance,
well defined systems and processes and policies, risk assessment, a vigilant control function, communication and monitoring and an
independent internal audit function are the foundation of the internal control systems. The Internal Audit function of the Company
continues to provide assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic
reporting. The Internal Risk and Control function also evaluates organizational risk along with controls required for mitigating
those risks. The control activities continue to incorporate, among others, continuous monitoring, routine reporting, digital business
environment with minimum possible manual intervention, checks and balances, purchase policies, authorization and delegation
procedures, audits including compliance audits, which are periodically reviewed by the Audit Committee and the Business Process
and Risk Management Committee. The performance of the Internal Audit department is also reviewed by the Board and improvements
advised. Your Company has a Code of Conduct for all employees and a clearly articulated and internalized delegation of financial
authority. Your Company also takes prompt action on any violations of the Code of Conduct by its employees.
The Company’s Enterprise Resource Management Systems with Standard Operating Procedures based on work flows and process
flow charts also provide a comfort in this regard. The Company is fully geared to implement any statutory recommendation which
may be made in this regard.
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Standalone Consolidated
Ratios
FY 2021-22 FY 2020-2021 FY 2021-22 FY 2020-2021
Debtors' Turnover 9.25 8.62 8.45 7.86
Inventory Turnover
2.82 2.76 2.91 2.84
(on material cost of goods sold)
Interest Coverage Ratio 23.07 27.10 21.89 22.11
Current Ratio 1.40 1.69 1.43 1.71
Debt Equity Ratio* 0.22 0.12 0.26 0.19
Operating Profit Margin % 12.72 15.13 12.65 14.25
Net Profit Margin 9.69 11.31 9.51 10.56
Return on Net Worth (RONW) 21.30 23.06 22.81 23.84
* Note: There was a 83.3% change in Company's Standalone debt equity ratio as well as 26.92% change in Company's Consolidated debt
equity ratio on account of increase in debt balance.
The Company has policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of
accounting records and the timely preparation of reliable financial disclosures, which are reviewed by the Board and Audit Committee
from time to time.
Your Company had earlier re-introduced the ESOP Scheme, aligned with the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 in the year 2016 in accordance with the approval of the members granted at the Annual General
Meeting held on 3rd August, 2016, to reward eligible employees.
In accordance with the aforesaid scheme of 2016, the Compensation and Nomination and Remuneration Committee has granted 75,910
options on 8th November, 2021 to 216 eligible employees (including 1,300 to Mr Abhijit Roy, being Key Managerial Personnel)
and also allotted 28,452 equity shares of `1 each (face value) to eligible employees (including Key Managerial Personnel
as per details below) upon exercise of their options earlier granted to them. The allotment of the aforesaid shares were made on
22nd December, 2021.
In accordance with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014, the Company had allotted shares to Key
Managerial Personnel (KMP) on 22nd December, 2021, on their exercising the options earlier granted to them and the details of the
allotments made are given herein-
For further details, please refer to Annexure II to this report where detailed information required to be disclosed in terms of the
provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 are enclosed.
Please also visit the weblink: https://www.bergerpaints.com/investors/esop-disclosure.html for disclosures under Regulation 14
of the aforesaid Regulations.
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HUMAN RESOURCES
The Company believes that building and nurturing a culture of innovation, execution excellence, collaboration and capability building
are imperative to ensuring sustainable business growth and a future-ready organization.
The pandemic has accelerated workplace transformations worldwide to meet which we ushered-in digitalization of people-processes
thus ensuring enhanced employee experience through data driven decision-making, delivering HR services “on the Go”, and create a
connected and engaged workplace.
During the year, we launched our flagship developmental programmes for the Mid and Senior level Leadership “Top Gun’’ and
“Dronacharya”. Co-crafted with institutes of global repute, these year-long capability building interventions are aimed at sharpening
the Leadership and Functional capabilities of the participating members and cascading learnings across the Organization.
The Company believes in participative engagement across the entire hierarchy of the Organization. With a view to improve
the productive participation of employees on the shop floor, a series of innovative programs were rolled out across all our
manufacturing locations.
The overall Industrial Relations climate continued to remain harmonious and peaceful during the year. The number of employees as on
31st March, 2022 was 3,931 (31st March, 2021 – 3,814). The Industrial Relations were generally satisfactory during the financial year.
The Ministry of Corporate Affairs (MCA) vide notification no. S.O.2866 (E) dated 5th September, 2017 enforced Sections 124(6) and
125 of the Companies Act, 2013 (hereinafter "the Act") read with the Investor Education and Protection Fund [IEPF] (Accounting,
Audit, Transfer and Refund) Rules, 2016 (as amended), which require companies to transfer the underlying shares to the IEPF, in
respect of which the dividends have remained unclaimed for a consecutive period of seven years. Accordingly, during the year under
review, on 19th November, 2021 the Company had transferred 1,33,841 equity shares (0.01% of paid up capital) to the IEPF.
Pursuant to Section 134(3)(q) read with the Companies (Accounts) Rules, 2014, the Company has complied with the provisions
relating to constitution of Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. As per the Policy, any complaint received shall be forwarded to an Internal Complaint Committee
(“ICC”) formed under the Policy for redressal. The investigation shall be carried out by ICC constituted for this purpose. From the
date of inception, there has been no such complaint received. During 2021, initiatives were taken to demonstrate the Company’s zero
tolerance philosophy against discrimination and sexual harassment, which included easy to understand training and communication
material which was made easily accessable. The Company also conducted online workshop for the employees to cover various aspects
in this matter.
2. Mr Srijit Dasgupta
3. Mr Aniruddha Sen
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Your Company has the following 5 wholly-owned subsidiaries as on the date of this report: - (i) Beepee Coatings Private Limited
(“Beepee Coatings”) in Gujarat; (ii) Berger Paints (Cyprus) Limited (“Berger Cyprus”) in Cyprus; (iii) Lusako Trading Limited
(“Lusako Trading”) in Cyprus; (iv) Berger Jenson & Nicholson (Nepal) Private Limited (“BJN-Nepal”) in Nepal and (v) SBL Specialty
Coatings Private Limited (“SCPL”) in Chandigarh.
The following companies are wholly-owned subsidiaries of the Company’s above named subsidiaries: - (i) Bolix S.A., Poland –
wholly-owned subsidiary of Lusako Trading; (ii) Berger Paints Overseas Limited (“BPOL”), Russia - wholly-owned subsidiary of
Berger Cyprus. Bolix S.A., Poland has 4 subsidiaries, viz.: Bolix UKRAINA sp.z.o.o., Ukraine (“Bolix Ukraine”), BUILD-TRADE
sp.z.o.o.,Poland (“Build Trade Poland”), Soltherm External Insulations Limited, U.K. (“Soltherm U.K.”), Soltherm Isolations
Thermique Exterieure SAS, France (“Soltherm France”).
Surefire Management Services Ltd., UK (“SMS”), is a joint venture of Bolix S.A., Poland with Green Dynamo Ltd., U.K. Details in
respect of SMS are provided in Part B of AOC-1 forming a part of the Financial Statements.
The Company has three other subsidiaries viz., Berger Rock Paints Private Limited (the other shareholder being Rock Paints, Japan),
Berger Hesse Wood Coatings Private Limited (the other shareholder being Hesse Shares GmbH, Germany) and STP Ltd. The statement
relating to the above companies as specified in Sub-Section (3) of Section 129 of the Companies Act, 2013 is attached to the Report
and Accounts of the Company.
Beepee Coatings Private Limited earned a revenue from operations of `30.66 crore during the year under review.
Berger Paints (Cyprus) Limited ("Berger Cyprus") is a special purpose vehicle for the purpose of making investments in your
Company’s interests abroad and so is Lusako Trading Limited.
Bolix S.A. (including its subsidiaries) also posted encouraging results with a revenue from operations of `374.58 crore.
During the year under review, BJN-Nepal showed good performance with a revenue from operations of `255.88 crore.
SBL Specialty Coatings Private Limited (earlier known as Saboo Coatings Private Limited) continued to perform well with a revenue
from operations of `152.66 crore during the year 2021-2022.
The revenue from operations of Berger Paints Overseas Limited ("BPOL") was `10 crore.
Berger Rock Paints Private Limited (“Berger Rock”), recorded revenue from operations of `16.21 crore during the year ended
31st March, 2022.
Berger Hesse Wood Coatings Private Limited (“BHWCPL”) (earlier known as Saboo Hesse Wood Coatings Private Limited) recorded
revenue from operations of `16.89 crore during the year ended 31st March, 2022.
STP Limited recorded revenue from operation of `244.90 crore during the year ended 31st March, 2022.
Berger Becker Coatings Private Limited, the Company’s joint venture with Becker Industrifarg, Sweden, showed good performance
with revenue from operations of `293.84 crore.
Berger Nippon Paint Automotive Coatings Private Limited (“BNPA”), the Company’s joint venture with Issac Newton Corporation,
posted revenue from operations of `182.79 crore.
The salient features of the financial statements of subsidiaries, associate companies and joint ventures are given in the Statement in
Form AOC-1 forming a part of the financial statement attached to this Directors’ Report and pursuant to first proviso to Sub-section
(3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.
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Pursuant to Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter “Listing Regulations”), a material subsidiary in a year shall be a subsidiary whose income or net worth
exceeds 10% of the consolidated income or net worth respectively of the Company and its subsidiaries, in the immediately preceding
accounting year. At present, there is no such material subsidiary of the Company within the meaning of the above Regulation.
The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation
33 of the Listing Regulations and Section 136 of the Act have been prepared after considering the audited financial statements of your
Company’s subsidiaries and appear in the Annual Report of the Company for the year 2021-22.
CORPORATE GOVERNANCE
Your Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate
Governance and benchmarks your Company with the relevant provisions of the Listing Regulations.
Pursuant to the Listing Regulations, as amended, a certificate obtained from a Practising Company Secretary certifying that the
Directors of the Company are not debarred or disqualified from being appointed or to continue as directors of companies by the
Securities and Exchange Board of India/Ministry of Corporate Affairs, forms part of the report as Annexure B to the Corporate
Governance Report.
In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (as amended), your Board at its meeting held on 26th May, 2021 appointed Messrs Anjan Kumar Roy & Co., Company
Secretaries (FCS-5684/CP No.4557) as the Secretarial Auditor to conduct audit of the secretarial records for the financial year ended
31st March, 2022 and to submit the Secretarial Audit Report.
The Secretarial Audit Report as received from Messrs Anjan Kumar Roy & Co., Company Secretaries in the prescribed Form No.
MR-3 is annexed to this Board’s Report and marked as Annexure V. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. An Annual Secretarial Compliance report as per Securities and Exchange Board of India circular dated
8th February, 2019 is also attached as Annexure VI as an additional disclosure.
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on meetings
of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI). In this
regard, the Company has devised proper systems to ensure compliance of SS-1 and SS-2 and that such systems are adequate and
operating effectively.
TECHNOLOGY AGREEMENTS
Your Company has a Technical License Agreement with Nippon Paint Automotive Coatings Co, Ltd. of Japan.
FIXED DEPOSIT
The Company had earlier discontinued acceptance of fixed deposits since 2002 and accordingly, no fresh deposit was accepted during
the year. As per the provisions of Section 125 of the Act, all unclaimed deposits have been transferred to Investor Education and
Protection Fund (IEPF).
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The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2022 is placed on the website of the Company
i.e., https://www.bergerpaints.com/investors/annual-returns.html which is in compliance with the Companies (Amendment) Act,
2017, effective from 28th August, 2020. The e-form MGT-7 shall be filed with the MCA upon the completion of the 98th Annual
General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder and a copy
of the same shall be furnished on the website of the Company.
SEBI had made it mandatory to publish a Business Responsibility Report by the top 1000 listed companies based on market capitalization
in their Annual Report in terms of Regulation 34(2)(f) of the Listing Regulations with the stock exchanges. The Company accordingly
complied with the requirement and had framed a Business Responsibility Policy in line with the suggested framework as provided by
SEBI based on the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Businesses published
by the Ministry of Corporate Affairs. The said Policy was adopted at the Board Meeting held on 30th May, 2017 and can be viewed
at https://www.bergerpaints.com/about-us/business-responsibility-policy.html. Mr Abhijit Roy, Managing Director and CEO is
the Director responsible for implementing the Business Responsibility Policy and Mr Arunito Ganguly, Vice President and Company
Secretary is the Business Responsibility Head. As required, the BRR for 2021-22 is attached to this report as Annexure VIII.
In terms of amendment to Regulation 34 (2) (f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated
May, 10, 2021, SEBI has instructed companies to replace the Business Responsibility Report (BRR) with a Business Responsibility
and Sustainability Report (BRSR). The Company has accordingly initiated steps to adopt and publish Business Responsibility and
Sustainability Report for the year 2022-23 in the Annual Report for the year 2022-23.
Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March,
2022 are in full conformity with the requirements of the Act. They believe that the Financial Statements reflect fairly, the form
and substance of transactions carried out during the year and reasonably present your Company’s financial condition and
results of operations.
i) The applicable accounting standards have been followed and wherever required, proper explanations relating to material
departures have been given,
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year
and of the profit or loss of the Company for that period,
iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,
v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and operating effectively,
vi) The Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
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The Company has formulated a Remuneration Policy pursuant to the provisions of Section 178 and other applicable provisions of the
Act and Rules thereof. The policy is based on the guiding principle aimed towards retaining and rewarding performers. There has been
no change in the said policy during the financial year ended 31st March, 2022.
Your Board has the pleasure in confirming that no qualification, reservation, adverse remark or disclaimer has been made by the
Statutory Auditors and the Company Secretary in Practice in their Audit Reports issued to the members of the Company. The Statutory
Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143 (12) of the Act.
SHARE CAPITAL
The Authorised Share Capital of your Company as on 31st March, 2022 stood at `120,00,00,000 divided into 120,00,00,000 equity
shares of `1/- each. The Issued Share Capital of your Company is `97,13,86,517 divided into 97,13,86,517 equity shares of `1/- each
and the subscribed and paid-up capital is `97,13,23,489 divided into 97,13,23,489 equity shares of `1/- each fully paid-up.
CREDIT RATING
During the year under review, CRISIL Limited has reaffirmed the credit rating of the Company’s Bank Loan Facilities as CRISIL
AAA (Long Term Rating) and CRISIL A1+ (Short Term Rating). CARE Ratings Ltd, during the year under review, has reaffirmed the
credit rating of the Company’s Commercial Paper instrument as CARE A1+.
Particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the
loan or guarantee or security is proposed to be utilised by the recipient are provided in the standalone financial statements (please refer
Notes 7,8,13 and 46 of the standalone financial statements).
The Company has always been committed to good corporate governance practices, including in matters relating to Related Party
Transactions (RPTs). Endeavour is consistently made to have only arm’s length transactions with all parties including Related Parties.
The Board of Directors of the Company had a "Policy on Related Party Transactions" in terms of Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 and Section 188 of the Companies Act, 2013 since 26th September, 2014.
However, in light of the various impactful changes pursuant to several amendments in the Listing Regulations and most of which
have been made effective from 01.04.2022, it was necessary to amend the existing policy to align it with the changes as introduced
by SEBI recently. The new policy is available at the following weblink: https://www.bergerpaints.com/about-us/rpt-policy.html.
The Company has also developed a Related Party Transactions (‘RPTs’) Manual and Standard Operating Procedures to identify and
monitor RPTs.
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All transactions with related parties are placed before the Audit Committee for approval and Board as applicable. Prior omnibus
approval of the Audit Committee is obtained for all the RPTs, which are foreseeable and repetitive and/or entered in the ordinary
course of business and are at arm’s length basis.
All related party transactions during the year have been carried out at arms’ length basis in the ordinary course of business except for
one instance where the transaction was carried out at an arms' length basis though not in the ordinary course of business. Since, the
said transaction/arrangement was not material in terms of the provisions of Listing Regulations therefore it has not been reported in
Form AOC-2 under the provisions of Section 134(3)(h) of the Companies Act, 2013.
As per the Listing Regulations, the Company has framed a policy for determination of materiality, based on criteria specified in
the regulations. The Policy is available at the following web link: https://www.bergerpaints.com/about-us/policy-determine-
material- events.html.
As per Regulation 9 of Listing Regulations, the Company has framed a policy for Preservation of Documents, based on criteria
specified in the said Regulations. The Policy is available at the following web link: https://www.bergerpaints.com/about-us/policy-
preservation-documents.html.
SIGNIFICANT CHANGES
During the financial year 2021-22, no significant change has taken place which could have an impact over the financial position of the
Company. Further, except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial
position of the Company between the end of the financial year i.e., 31st March, 2022 and the date of this Report.
DIVIDEND
The total comprehensive income of the Company is `750.68 for the year 2021-22.
Your Directors have recommended a dividend of `3.10 (310%) per equity share of `1/- each for the financial year ended 31st March,
2022. Dividend is subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend, if approved, will
absorb an amount of `301.11 (compared to `271.96 in the previous year), based on the current paid-up capital of the Company. The
dividend will be paid to those members holding shares in the physical mode whose names appear in the Register of Members as on
26th August, 2022 and for shares held in electronic form, to those whose names appear in the list of beneficial holders furnished by
respective Depositories as at the end of business hours on 19th August, 2022.
The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2022.
In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy. The
Dividend Distribution Policy (though optional) is annexed to this Report (marked as Annexure I). The Policy is available at the
following weblink: https://www.bergerpaints.com/about-us/dividend-distribution-policy.html.
In terms of the provisions of Section 124 of the Act, your Company has transferred an amount of `70,55,011 for 2013-14 (Final) and
`38,31,385 for 2014-15(Interim) to the Investor Education and Protection Fund, in respect of dividend amounts lying unclaimed or
unpaid for more than seven years from the date they became due.
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Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, the Company has filed the necessary form and uploaded the details of unclaimed amounts lying with the Company, as on 31st
March, 2014.
Pursuant to the changes introduced by the Finance Act, 2020 in the Income-tax, Act 1961, the dividend paid or distributed by a
Company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall
make the payment after necessary deduction of tax at source.
Information pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 (as amended), is annexed as
Annexure VII of this report.
Foreign Exchange Earnings and Outgo of the Company are `8.66 crore and `1167.45 crore respectively. Primarily, earnings were from
exports and consultancy services and outgo was towards import payments.
Particulars of Employees
In terms of the provisions of Section 197(12) read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 particulars of certain category of employees have been set out in Annexure IV of this report.
Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance
Evaluation every year in respect of the following:
In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on
Board Evaluation issued by SEBI in January 2017, your Company has carried out an Online Performance Evaluation process for the
Board/Committees of the Board/Individual Directors including the Chairman of the Board of Directors for the financial year ended
31st March, 2022. During the year under review, the Company has complied with all the criteria of Evaluation as envisaged in the
SEBI Circular on ‘Guidance Note on Board Evaluation’.
The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board
have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your
Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and
peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the
common business goals of the Company.
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The Directors carry out the aforesaid Online Performance Evaluation in a confidential manner and provide their feedback on a rating
scale of 1 - 5. Duly completed formats were sent to the Chairman of the Board and the Chairman/Chairperson of the respective
Committees of the Board for their consideration. The Performance Evaluation feedback of the Chairman was sent to the Chairman of
the Compensation and Nomination and Remuneration Committee.
This year also, the outcome of such Performance Evaluation exercise was discussed at a separate meeting of the Independent Directors
held on 9th February, 2022 and was later tabled at the Compensation and Nomination and Remuneration Committee meeting held
on the same day. The Compensation and Nomination and Remuneration Committee forwarded their recommendation based on such
Performance Evaluation Process to the Board of Directors and the same was tabled at the Board Meeting held on 9th February, 2022.
After completion of online evaluation process, the Board of Directors at its Meeting held on 9th February, 2022, also discussed the
Performance Evaluation of the Board, its Committees and individual directors. The performance evaluation of Independent Directors
of the Company were done by the entire Board of Directors, excluding the Independent Directors being evaluated and after being
satisfied with the outcome, it was noted that the Committees were working effectively.
Pursuant to Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Remuneration Committee is entrusted with
responsibility of formulating criteria for determining qualifications, positive attributes and independence of an Independent Director.
This can be viewed at https://www.bergerpaints.com/about-us/criteria-policy.html.
Pursuant to Section 134(3)(q) of the Act read with Companies (Accounts) Rules, 2014, it is stated that no material order
has been passed by any regulator, court or tribunal impacting the Company's operations and its going concern status during the
financial year 2021-22.
No application has been made under the Insolvency and Bankruptcy Code, 2016 against the Company; hence the requirement to
disclose the details are not applicable. The requirement to disclose the details of difference between amount of the valuation done
at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable.
Your Company’s Board is duly constituted and in compliance with the requirements of the Act, the Listing Regulations and provisions
of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and
experience commensurate to the scale of operations of your Company.
COMPOSITION OF BOARD
The Board comprises 10 Directors of which, 3 are Executive Directors (2 of whom are part of the promoter group), 2 are Non-
Executive (both are part of the promoter group) and 5 are Non-Executive, Independent Directors. The composition of the Board is in
conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.
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MEETINGS
During the year under review, a total of six Meetings of the Board of Directors of the Company were held, i.e., on 26th May, 2021,
22nd and 23rd June, 2021, 6th August, 2021, 10th November, 2021, 28th December, 2021 and 9th February, 2022. Also, the Board
of Directors have passed 11 (eleven) Resolutions by Circulation. Details of Board composition and Board Meetings held during the
financial year 2021-2022 have been provided in the Corporate Governance Report – Annexure IX which forms part of this Annual
Report.
1. Mr Kuldip Singh Dhingra Non-Executive, Chairman/ Mr Kuldip Singh Dhingra, Chairman – Non Executive,
(DIN:00048406) Promoter (Non-Independent) Non-Independent Director of the Company retired by rotation
and was re-appointed pursuant to Section 152(6) of the Act at
the 97th Annual General Meeting held on 27th August, 2021.
Pursuant to Regulation 17(1A) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the applicable provisions of the Companies
Act, 2013 and the relevant Rules framed thereunder (including
any statutory modification(s)/amendment(s)/re-enactment(s)
thereto) and with the approval of the Members, Mr Kuldip
Singh Dhingra has been appointed as a Non-executive, Non-
Independent Director of the Company liable to retire by rotation
after attaining the age of 75 years on 2nd September, 2022.
2. Mr Gurbachan Singh Dhingra Non-Executive, Vice Chairman/ Mr Gurbachan Singh Dhingra, Non-Executive Vice Chairman,
(DIN: 00048465) Promoter (Non-Independent) Non-Independent Director of the Company retired by rotation
and was re-appointed pursuant to Section 152(6) of the Act at
the 97th Annual General Meeting held on 27th August, 2021.
3 Mr Abhijit Roy Managing Director & CEO Reappointed as Managing Director and CEO for a further period
(DIN: 03439064) of 5 years w.e.f 1st July, 2022 pursuant to Sections 196, 197, 198,
203 and other applicable provisions, if any, of the Companies
Act, 2013 (“the Act”) and Schedule V thereto and the Rules
made thereunder and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, including any amendment(s) / statutory modification(s)/
re-enactment(s) for the time being in force and the Articles of
Association of the Company.
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2. Mr Gurbachan Singh Dhingra Non-Executive, Chairman/ Mr Gurbachan Singh Dhingra, Vice Chairman – Non Executive,
(DIN: 00048465) Promoter (Non-Independent) Non-Independent Director of the Company is due to retire
by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment pursuant to Section
152(6) of the Act.
3. Mr Naresh Gujral Non-Executive (Independent Mr Naresh Gujral was appointed as a Non-Executive, Independent
(DIN:00028444) Director) Director of the Company on 3rd August, 2015 for a period of
five consecutive years from 20th August, 2014 to 19th August,
2019. Mr Gujral was re-appointed as an Independent Director for
second term of five years with effect from 20th August, 2019 to
19th August, 2024 at the Annual General Meeting of the Company
held on 5th August, 2019. His second term as an Independent
Director is due to expire on 19th August, 2024.
The following are the Independent Directors of your Company as on 31st March, 2022:-
1) Mrs Sonu Halan Bhasin
2) Mr Naresh Gujral
3) Mr Pulak Chandan Prasad
4) Mr Anoop Hoon
5) Dr Anoop Kumar Mittal
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The Company has received declarations from Independent Directors that they meet the criteria of independence as prescribed u/s
149(6) of the Act and as required under the Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/
re-appointment as Independent Directors on the Board.
The Board of Directors confirms that the Independent Directors have affirmed compliance with the Code for Independent Directors as
prescribed in Schedule IV to the Act and also with the Company’s Code of Conduct applicable to all the Board Members and Senior
Management Personnel of the Company for the financial year ended on 31st March, 2022.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed
under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended).
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as was notified
and required under Section 150(1) of the Act.
A. AUDIT COMMITTEE
The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section
177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The composition of the Audit
Committee has been disclosed in the Corporate Governance Report which forms part of the Board's Report (Annexure IX). The
terms of reference of the Audit Committee have been duly approved by the Board of Directors.
In terms of the provisions of Section 177 of the Act and the Rules framed therein read with Regulation 22 of the Listing Regulations,
your Company has a Vigil Mechanism/Whistle Blower Policy in place for directors and employees of the Company through
which genuine concern regarding various issues relating to inappropriate functioning of the organization can be raised. The Vigil
Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company https://www.bergerpaints.com/about-us/
whistleblower-policy.html.
Your Company has spent an amount of `17.37 crore during the financial year 2021-2022 as against its 2% obligation amounting to
`17.16 crore, thereby exceeding its entire CSR obligation. The required details as specified in Companies CSR Policy Rules, 2014
are given in Annexure III.
The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Company
and can be accessed at https://www.bergerpaints.com/about-us/csr-policy.html. The composition of the CSR Committee and a
brief outline of the CSR Policy is annexed to this report (Annexure III).
The Company’s CSR activities majorly comprises iTrain programme aimed at skilling/ upskilling painters. The programme is
carried out from fixed iTrain centers spread across the country and mobile iTrain centers which visit far flung areas for imparting
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this skill development exercise. During the year under review, the Company entered into a Memorandum of Understanding with
Smile Foundation, a reputed NGO. In future, Smile Foundation will carry out the mobile iTrain programme and is expected to add
value to the same based on their expertise.
While, the Company had donated two medical oxygen generation systems as a part of its CSR obligation during the second wave of
the COVID 19 pandemic in May, 2021, an oxygen pipeline system and oxygen manifold and distribution system was also donated
in June, 2021 for the benefit of covid affected patients.
The constitution of the Company’s Compensation and Nomination and Remuneration Committee is given in the Report on
Corporate Governance – Annexure IX.
D. SHAREHOLDERS’ COMMITTEES
The constitution of the Company’s Shareholders’ Committees is given in the Report on Corporate Governance – Annexure IX.
The constitution of the Company’s Business Process and Risk Management Committee is given in the Report on Corporate
Governance – Annexure IX.
Mr Abhijit Roy N Y N N
Ms Rishma Kaur N Y N Y
Mr Naresh Gujral Y N Y N
Mr Anoop Hoon Y N Y N
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The Company believes that the best training is imparted when dealing with actual roles and responsibilities on the job. To this extent,
the Company arranges detailed presentation by Business and Functional Heads on various aspects including the business environment,
economy, performance of the Company, industry scenario, sales and marketing, production, raw materials, research and development,
financial controls, the Company’s strategy, etc. Visits to factories, business units are also undertaken from time to time. Details of
Familiarization Programmes imparted during the year under review has been uploaded on the Company’s website and is available at
the following weblink: https://www.bergerpaints.com/about-us/familiarization-program.html.
Pursuant to Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(as amended), the following disclosures are made:
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5) 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 –The average percentile increase in salaries of
employees was 10.58% as compared to an average percentile increase of 32.51% of managerial remuneration. The increase of
managerial remuneration is based on growth criteria.
6) Pursuant to the requirement of Section 197(14) of the Act, the following disclosure is made in respect to remuneration received
by the Whole time Directors:
Mr Kanwardip Singh Dhingra, Executive Director and also Consultancy fees received from U.K. Paints India
a Director in U.K. Paints India Private Limited (Holding Private Limited for consultancy rendered to U.K. 33 Lakh
Company) Paints India Private Limited
Affirmation
It is hereby affirmed by the Chairman of the Company that the remuneration paid to all the employees, Directors and Key Managerial
Personnel of the Company during the Financial Year 2021-22 are as per the Remuneration Policy framed by the Compensation and
Nomination and Remuneration Committee of the Company.
Your Company is listed with National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited and
has paid the listing fees to each of the Exchanges. Your Company’s short term debt instruments (Commercial Papers) were listed with
National Stock Exchange of India Limited as was required vide - SEBI Circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22nd
October, 2019 w.e.f 24th December, 2019. The addresses of these Stock Exchanges and other information for shareholders are given
in this Annual Report.
COST AUDITORS
The Board of Directors at its Meeting held on 26th May, 2021 re-appointed M/s N. Radhakrishnan & Co. (Firm Registration No.
000056), 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting audit of the cost records maintained under Section 148(1)
of the Act for the Company’s factories situated at Howrah, Rishra, Goa, Puducherry, Jejuri and Naltali for the financial year 2021-
2022. M/s Shome & Banerjee (Firm Registration No. 000001), 2nd Floor, 5A Narulla Doctor Lane, West Range, Kolkata - 700017,
have been entrusted with the responsibility of conducting cost audit of the cost records maintained under Section 148(1) of the Act
for the Company’s factory situated at Jammu and the factories of British Paints division located at Sikandrabad and Hindupur for the
financial year 2021-22.
The cost audit reports for the financial year 2020-21 were filed on 20th October, 2021 on receipt of advice from the Ministry of
Company Affairs.
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STATUTORY AUDITOR
The Statutory Auditor, Messrs. S. R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/E300005)
was re-appointed pursuant to the provisions of Sections 139, 142 of the Act and the Rules made thereunder from the conclusion of
the 96th Annual General Meeting upto the conclusion of the 101st Annual General Meeting of the Company at the Annual General
Meeting held on 25th September, 2020. Accordingly they would continue as the Statutory Auditor for the Financial Year 2022-23.
CAUTIONARY STATEMENT
There are certain statements which have been made in the Management Discussion and Analysis Report describing the estimates,
expectations or predictions which may be read as “forward-looking statement” within the meaning of applicable laws and regulations.
The actual results may differ materially from those expressed or implied. The important factors that would make difference to the
Company’s operations include demand/supply conditions, raw material prices, changes in government policies, government laws, tax
regimes, global economic developments and other factors such as pandemic situation, litigations and labour negotiations.
APPRECIATION
Your Directors place on record their deep appreciation of the assistance and guidance provided by the Central Government and the
Governments of the States of India, its suppliers, technology providers and all other stakeholders. Your Directors thank the financial
institutions and banks associated with your Company for their support as well. Your Directors also thank the Company’s dealers and
its customers for their unstinted commitment and valuable inputs.
Your Directors acknowledge the support received from you as shareholders of the Company.
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Annexure I
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) require the top 1000 listed companies to
disclose a Dividend Distribution Policy.
This document, adopted by the Board of Directors of Berger Paints India Limited, lays down the Dividend Distribution Policy
("the Policy") of the Company.
The Policy is subject to review as and when considered appropriate by the Board.
The Company believes in long term value creation for its shareholders while maintaining the desired liquidity and leverage ratios and
protecting the interest of all the stakeholders including customers, debtors, suppliers, employees and the Government. Accordingly,
the focus will continue to be on sustainable returns in terms of dividend, in consonance with the dynamics of business environment.
Dividend
Dividend represents the profit of the Company, which is distributed to shareholders in proportion to the amount paid-up on shares they
hold. Dividend includes Interim Dividend.
The Board will assess the Company's financial requirements, including its growth opportunities and other pertinent factors for the
purpose of considering dividend. The dividend for any financial year shall ordinarily be paid out of the Company profits for that year
in terms of the provisions of the Companies Act, 2013 ("the Act").
If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) in accordance
with provisions of the Act and Regulations, as applicable.
The Board may declare one or more Interim Dividends and recommend Final Dividend for the approval of the shareholders at the
Annual General Meeting.
Financial parameters and other internal and external factors to be considered for declaration of dividend
• Distributable surplus available as per the Act and Regulations
• The Company's liquidity position and future cash flow needs
• Track record of Dividends distributed by the Company
• Pay-out ratios of comparable companies
• Prevailing taxation policy and legal requirements with respect to Dividend distribution
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Subject to applicable Regulations, the Company's retained earnings may be applied for:
• Organic growth needs including working capital, capital expenditure, repayment of debt, etc.
• Inorganic growth needs such as acquisition of businesses, establishment of joint ventures, etc.
In line with the Dividend Distribution Philosophy, there may be certain circumstances under which the shareholders may not expect
dividend, including:
• The Company has sufficient avenues to generate significantly higher returns on surplus than what a common shareholder can
generate himself
Disclaimer
This document does not solicit investments in the Company's securities. Nor is it an assurance of guaranteed returns (in any form),
for investments in the Company's equity shares.
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Annexure II
There was no material change in the ESOP Scheme (ESOS). The ESOS is in compliance with the Regulations.
All the relevant details of the Company’s Employee Stock Option Plan are provided below and are also available on the website of the
Company at https://www.bergerpaints.com/investors/esop-disclosure.html.
A) Relevant disclosures in terms of Accounting Standards prescribed by the Central Government and Section 133 of the
Companies Act, 2013 including the ‘Guidance note on accounting for employee share-based payments’ issued in that
regard from time to time:
Refer Note No. 44 forming part of the Standalone Financial Statements and Note No. 45 of the Consolidated Financial
Statements for the financial year 2021-22. Please note that the said disclosure is provided in accordance with Indian Accounting
Standards (Ind AS) 102- Share Based Payment.
B) Diluted EPS on issue of shares pursuant to all the schemes covered under the Regulations shall be disclosed in accordance
with 'Ind AS-33' – Earnings per Share issued by the Central Government or any other relevant Accounting Standards
as issued from time to time:
Refer Note No. 41 forming part of the Standalone Financial Statements and Consolidated Financial Statements for the financial
year 2021-22. Please note that the said disclosure is provided in accordance with Indian Accounting Standards (Ind AS)
33- Earnings per Share.
i) Description of each ESOS that existed at any time during the year, including the general terms and conditions of
each ESOS, including:
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ii) Method used to account for ESOP (Intrinsic or Fair value) - Fair value
iii) Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the
employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used
the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also
be disclosed.
Since the Company opts for expensing of the options using fair value, so the Company is not required to disclose impact of any
difference arising due to intrinsic value and the fair value on profits and on EPS of the Company.
Loan repaid by the Trust during the year from exercise N.A. N.A. N.A.
price received
No. of options outstanding at the end of the year 28,841 50,233 73,576
No. of options pending allotment at the end of the year 522 25,238 -
# including 130 options of tranche I of Grant III, which was pending to be exercised in the previous financial year was exercised and allotted
in the current financial year.
* includes 522 options of tranche II of Grant III, pending to be exercised and allotted.
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a) Senior managerial personnel- During the financial year 2021-22 following Options were granted to Senior Management Personnel.
Name Designation No. of options granted in F.Y. 2021-22 Exercise price per option (`)
Mr Abhijit Roy Managing Director & CEO 1,300 1
b) Any other employee who receives a grant in any one year of option amounting to 5% None
or more of options granted during that year
c) Employees who were granted options, during any one year, equal to or exceeding 1% of None
the issued capital (excluding outstanding warrants and conversions) of the Company at
the time of grant
vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the
following information:
a) Weighted average values of share price, exercise price, expected volatility, expected option life, expected dividends, risk
free interest rate and any other inputs to the model;
b) Method used and assumptions made to incorporate effects of expected early exercise: Black-Scholes Options Pricing Model.
c) How expected volatility was determined, including explanation of the extent to which expected volatility was based on
historical volatility;
Expected volatility is based on the historical volatility of the Company’s share price applicable to the total expected life
of each option.
d) Whether and how any other feature of the option grant were incorporated into the measurement of fair value, such as
market condition: None.
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ANNEXURE III
The CSR vision of Berger Paints India Limited ("the Company") recognises that an enterprise and the society in which it
operates are mutually dependent on each other and the growth of the industry is proportionate to the equitable development of
the country, its environment and its people, irrespective of religion, race, caste, creed and gender. The Company also believes
that all round development can be brought about by paying attention to regions, groups and people which are backward and have
special needs and by helping citizens to acquire useful skills.
To this extent, the Company devotes resources, in the manner recommended by its CSR Committee and approved by its Board
of Directors in accordance with the provisions of law for fulfilling the aforesaid objective in the manner laid out in Schedule VII
to the Companies Act, 2013, with particular stress on areas around which the Company operates.
iTrain plays a crucial role in training of new and unskilled painters and upgrading skills of existing painters, and elevating
painting from a casual trade to a profession which is coveted and aspirational. The Company also launched Mobile iTrains
which actively take part in imparting training skills at remote locations.
The focus is on teaching various application techniques, correct usage and introduction to a new generation of paints for walls,
wood, metal and waterproofing methods. There is a special emphasis on use of mechanized equipment and special tools that
make the process more efficient, quicker and cleaner. iTrain aims at creating a new generation of certified painters and opening
doors to sustainable employment avenues.
During the second wave of COVID-19 pandemic, the Company also donated two medical oxygen generation systems in the state
of Andhra Pradesh and Puducherry and one Oxygen Pipeline system and Oxygen Manifold and distribution system was also
donated to a Government Hospital in Uttarpara, West Bengal.
A brief outline of the Company’s CSR Policy, as adopted pursuant to the recent notification dated 22nd January, 2021 can be
viewed at the following web link https://www.bergerpaints.com/about-us/csr-policy.html
Sl. No. Name of Director Designation/Nature of Directorship Number of meetings Number of meetings
of CSR Committee of CSR Committee
held during the year attended during the year
1 Mr Kuldip Singh Dhingra Chairman, Non-Executive Director 1 1
2 Mr Abhijit Roy Managing Director & CEO 1 1
3 Ms Rishma Kaur Executive Director 1 1
4 Mr Kanwardip Singh Dhingra Executive Director 1 1
5 Dr Anoop Kumar Mittal Non-Executive, Independent Director 1 1
Note: Apart from 5 Directors, Messrs Srijit Dasgupta, Anil Bhalla and Arunito Ganguly are also members of the CSR Committee and they
have attended 1 CSR Committee meeting which was held during the current financial year.
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3. The composition of the CSR Committee can be accessed at web link https://www.bergerpaints.com/about-us/committees-of-
board.html. The CSR Policy and CSR projects can be accessed at https://www.bergerpaints.com/about-us/csr-policy.html.
4. Provide the details of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report)
The Executive Summary of Impact Assessment of the Company's iTain project carried out by Social Lens Consulting Private
Limited in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided
below. Full Impact Assessment Report can be accessed at https://www.bergerpaints.com/investors/csr-projects.html.
The majority of workers in India are employed in the unorganised sector. The paints and coatings industry is no exception, with
a large proportion of painters in the nation receiving no professional training in their art. Painting is either passed down from
generation to generation or learned on the job by painters from their supervisors or contractors. As a result, painters must be
trained in both the basic technical elements of painting as well as entrepreneurial abilities. Berger's iTrain program seeks to
enhance their standard of living by empowering painters with advanced skills enabling them to seek more opportunities.
As part of the iTrain program, Berger Paints establishes fixed and mobile training centres across the country. Theoretical and
practical sessions are conducted on a variety of topics ranging from the fundamentals of painting and coats to the various types
and methods of using tools and accessories to communication and client management skills, among others. Berger Paints also
seeks to build market linkages among painters as part of the iTrain program so that they may seek new business on their own.
This assessment aims to analyse the impact of the program on the lives of the painters through the level of skills they have been
able to adopt at work as a result of the training sessions attended under the iTrain program. To understand the program's impact,
a sample of painters, trainers, and program team members from Berger Paints across seven locations spanning six fixed centres
and three mobile centres were surveyed.
It was observed that painters not only put their training session learnings into practice, but also admit that their general working
productivity has increased. Majority of painters surveyed indicated that iTrain program sessions resulted in increased customer
involvement and satisfaction. Almost all painters reported an increase in clients and revenue as a direct result of obtaining
training. They also indicated that the training assisted them in sharpening their abilities and learning about new equipment
and techniques.
The study shows that the program has been able to largely succeed in enhancing the skills of contractors and semi-skilled
painters to enable them to increase their clientele. However, more efforts and strategies would need to be employed to increase
the ratio of semi-skilled sub-painters and unskilled painters to achieve one of the key program objectives. The study's findings
may serve as a first step towards expanding the program's reach to young painters and women in the future and achieving the
program's goal of making painting an aspirational career option rather than just another employment option.
5. Details of the amount available for set off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and amount required for set off for the financial year, if any:
Sl. No. Financial Year Amount available for set-off from Amount required to be set-off for the financial
preceding financial years (in `) year, if any (in `)
--------------------------------- Not Applicable-----------------------------------------
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6. Average net profit of the company as per Section 135(5) – `858.17 crore
7. (a) Two percent of average net profit of the company as per section 135(5) – `17.16 crore
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years - Nil
(c) Amount required to be set off for the financial year, if any- Not Applicable
(d) Total CSR obligation for the financial year (7a+7b-7c) – `17.16 crore
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item from the Local Location of the Project Amount Amount Amount Mode of Mode of
No. of the list of activities area project duration allocated spent in transferred to Implementation - Implementation -
Project in Schedule VII (Yes/No) for the the current Unspent CSR Direct Through Implementing
to the Act project financial Account for the (Yes/No) Agency
State District (in `) Year (in `) project as per Name CSR
Section 135 (6) Registration
(in `) Number
--------------------------------- Not Applicable-----------------------------------------
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(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sl. Name of the Item from the Local Location of the project Amount spent for the Mode of Mode of Implementation -
No. Project list of activities area project Implementation - Through Implementing
in Schedule VII to (Yes/No) (in `) Direct Agency
the Act State District (Yes/No) Name CSR
Registration
Number
iTrain (ii) No, on PAN 1. Delhi (Fixed) 16.93 crore Yes Not Applicable
India basis 2. Ghaziabad (Fixed)
3. Ghaziabad (Mobile)
4. Dehradun (Fixed)
5. Lucknow (Fixed)
6. Lucknow (Mobile)
7. Indore (Fixed)
8. Durgapur (Mobile)
9. Kolkata (Fixed)
10. Kolkata (Mobile)
11. Muzaffarpur (Mobile)
12. Patna (Fixed)
13. Bhubaneswar (Fixed)
14. Cuttack (Mobile)
15. Guwahati (Fixed)
16. Guwahati (Mobile)
17. Jamshedpur (Fixed)
18. Ranchi (Mobile)
19. Jalandhar (Mobile)
20. Jalandhar (Fixed)
21. Faridabad (Fixed)
22. Gurgaon (Fixed)
23. Jaipur (Fixed)
24. Bangalore (Fixed)
25. Hubli (Mobile)
26. Hyderabad (Fixed)
27. Vijaywada (Fixed)
28. Vizag (Mobile)
29. Calicut (Fixed)
30. Chennai (Fixed)
31. Cochin (Fixed)
32. Kannur (Mobile)
33. Kollam (Mobile)
34. Kottayam (Fixed)
35. Udaipur (Mobile)
36. Tirunelveli (Fixed)
37. Thrissur (Fixed)
38. Trivandrum (Fixed)
39. Patna (Mobile)
40. Mumbai (Fixed)
41. Raipur (Mobile)
42. Pune (Fixed)
43. Pune (Mobile)
44. Ahmedabad (Fixed)
45. Rajkot (Mobile)
46. Surat (Fixed)
47. Varanasi (Mobile)
TOTAL 16.93 crore
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(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0.21 crore
9 (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. No. Preceding Amount Amount Amount transferred to any fund specified under Amount remaining
Financial transferred to spent in the Schedule VII as per section 135(6), if any to be spent in
Year Unspent CSR reporting Name of the Amount (in `) Date of succeeding financial
Account under Financial Fund transfer years (in `)
section 135 (6) Year (in `)
(in `)
--------------------------------- Nil ---------------------------------
b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s) – Not Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent
in the financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s): Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.:
Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset):
Not Applicable
11 Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5):
Not Applicable.
Place: Kolkata Kuldip Singh Dhingra (DIN: 00048406) Abhijit Roy (DIN: 03439064)
Dated: 26th May, 2022 Chairman, CSR Committee Managing Director & CEO
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ANNEXURE IV
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ANNEXURE V
To
The Members
M/s Berger Paints India Limited
Berger House
129, Park Street
Kolkata – 700017
1. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by M/s Berger Paints India Limited CIN: L51434WB1923PLC004793 (hereinafter to be referred as the “Company”)
for and during the financial year ended 31st March, 2022 (hereinafter to be referred as “audit period”). Secretarial Audit was
conducted on test check basis, in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
2. Based on our verification of the records, minute books, documents, forms and returns filed, and other records maintained by the
Company and also the information provided by the Company, its officers, agents, and authorized representatives during the conduct
of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year
ended on 31st March, 2022 complied with the statutory provisions listed hereunder and also that the Company has proper Board-
processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
3. We further report that compliance with applicable laws is the responsibility of the Company and our report constitutes an independent
opinion. Our report is neither an assurance for future viability of the Company nor a confirmation of efficient management by the
Company.
4. (I) We have examined the records, minute books, documents, forms, returns filed, and other records maintained by the Company
for and during the financial year ended on 31st March, 2022 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.: -
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended (to the extent applicable to the Company during the year under review);
d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended;
e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client.
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(II) We have also examined the secretarial compliance on test check basis of the records maintained by the Company for the audit
period, with the provisions of the following laws specifically applicable to the Company and as shown to us during our audit;
a) The Factories Act, 1948
b) The Environment (Protection) Act, 1986
c) The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008
d) The Patent Act, 1970
e) The Trade Marks Act, 1999
f) The Copyright Act, 1957
5. We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company
Secretaries of India under Section 118 of the Companies Act, 2013.
6. That on the basis of the audit as referred above, to the best of our knowledge, understanding, and belief, we are of the view that
during the audit period the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
as mentioned above in Paragraphs 4(i), Paragraph 4(ii) and Paragraph 5 of this report;
7. We have checked the compliance with the provisions of the Standard Listing Agreement entered by the Company with BSE
Limited, National Stock of India Limited, and Calcutta Stock Exchange Limited, the Stock Exchanges in India and also with the
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, to the extent applicable during the audit period and to the best of our knowledge, belief and understanding, we are of the
view that the Company has complied with the secretarial functions and board processes to comply with the applicable provisions
thereof, during the aforesaid audit period.
8. We further report that,
a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. No change took place in the composition of the Board of Directors of the Company
during the audit period.
b) Adequate notices were given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent
at least seven days in advance.
c) Majority decision is carried through and recorded as part of the minutes.
9. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of
the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, generally applicable to
Company.
10. This report is to be read with our letter of even date which is annexed as Annexure A, forming an integral part of this report.
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“Annexure A”
(To the Secretarial Audit Report of M/s Berger Paints India Limited
for the financial year ended 31st March, 2022)
To
The Members
M/s Berger Paints India Limited
Berger House
129, Park Street
Kolkata – 700017
Our Secretarial Audit Report for the financial year ended 31st March, 2022 of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we have followed provides a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulation
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test check basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
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ANNEXURE VI
To
The Members
M/s Berger Paints India Limited
Berger House
129, Park Street
Kolkata – 700017
1. We have examined:
(a) All the documents and records made available to us and explanation provided by M/s Berger Paints India Limited
(“the listed entity”),
(b) The filings/submissions made by the listed entity to the stock exchanges,
(d) Any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended on
31st March, 2022 in ("Review Period") respect of compliance with the provisions of:
(a) The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued
thereunder; and
(b) The Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars,
guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");
2. The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: -
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable during Review Period.
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable during
Review Period.
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(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,
2013 - Not Applicable during Review Period.
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
Based on the above examination, We hereby report that, during the Review Period:
a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except
in respect of matters specified below:-
1. 2. 3. 4.
Sr. No. Compliance Requirement (Regulations/circulars/ Deviations Observations/ Remarks of the Practising
guidelines including specific clause) Company Secretary
NIL NIL NIL
b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued
thereunder insofar as it appears from our examination of those records.
c) The following are the details of actions taken against the listed entity/its promoters/ directors/ material subsidiaries either by
SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars)
under the aforesaid Acts/ Regulations and circulars/guidelines issued thereunder:
Sr. No. Action taken by Details of violation Details of action taken e.g. fines, Observations/remarks of the
warning letter, debarment, etc. Practising Company Secretary, if any
NIL NIL NIL NIL
d) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. No. Observations of the Practising Observations made in the Actions taken by Comments of the
Company Secretary in the secretarial compliance report the listed entity, Practising Company
previous reports for the year ended… if any Secretary on the actions
(The years are to be mentioned) taken by the listed entity
NIL NIL NIL NIL
3. This is to also certify that the Company has ensured, through the letter of appointment of the Statutory Auditors of the Company
that the conditions as mentioned in 6(A) and 6(B) of Circular No. CIR/CFD/CMD1/114/2019 dated 18th October, 2019 issued by
Securities and Exchange Board of India is included in the terms of appointment of the statutory auditor.
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ANNEXURE VII
A) CONSERVATION OF ENERGY:
1. The steps taken or impact on conservation of energy:
a) Roof top Solar Power Plants installed at Goa and VVN Plants along with enhancing the capacity of Solar Power Plant
at Naltali Plant. Planned for installation in the current financial year at Pondicherry, Jammu, Howrah, Taloja Plants and
upcoming Sandila Plant.
b) Energy efficient Hydrofoil type Agitators developed for Water Base Emulsion Mixing Tanks and installed already in all
the existing Water Base Paints Plants, resulting in enormous energy savings. Last year, these Mixing Tanks have been
installed during the Brownfield Expansion Projects at Hindupur, Goa, Jammu and British Paints - Hindupur Plants.
c) Energy efficient LED lights installed for internal and external lighting at all the Plants already. Last year it has been done
at Jammu and Jejuri Plants and further, in some additional areas.
d) VFD’s already installed for high power consuming motors of process and utility equipment at all the Plants. Last year it
has been done for all the brownfield expansion projects.
e) High efficiency Basket mill installed in Naltali to replace noisy and energy inefficient ball mill.
f) Draft Automation system implemented for the Combustion Air Supply of all the Bio-briquette fired Thermic Fluid
Heaters. Last year it has been implemented at Jejuri Plant.
g) Energy efficient IE2/IE3 motors are being used in all the new projects.
h) Dust Extraction system with Automatic Dampers and VFD have been installed in Taloja.
i) The Specific Energy Consumption for Paints and Powder Coatings has been reduced by approximately 3.26% compared
to F.Y. 2020-21.
j) 12757 MT Carbon foot print reduced in F.Y. 2021-22 by adopting all the energy savings measures, coupled with usage of
Bio-briquette fired Thermic Fluid Heaters in the Resin Plants, in place of HSD fired Thermic Fluid Heaters.
2. Energy conservation measures for plant and township lighting and alternative energy usage:
1) Installation of roof top solar power system at Goa and VVN Plants along with the capacity enhancement of Solar Power
Plant at Naltali Unit.
2) Replacement of high power consuming conventional lights with LED Lights.
3. Capital investment of energy conservation equipment: `10 crore (approx.) in FY 2021-22
Benefits derived as a result of the above efforts in the year:
1) The Specific Energy Consumption for Paints and Powder Coatings has been reduced by approximately 3.26% in F.Y.
2021-22, compared to the last F.Y. 2020-21.
2) 12757 MT Carbon foot print reduced in F.Y. 2021-22 by adopting all the energy saving measures, coupled with usage
of Bio-briquette fired Thermic Fluid Heaters in the Resin Plants, in place of HSD fired Thermic Fluid Heaters.
3) Increase in productivity, operational efficiency and reduction of manufacturing cost.
4) Restriction on emissions.
B) TECHNOLOGY ABSORPTION
I. Research and Development (R&D)
1) Specific areas in which R&D carried out by the Company:
a) Emulsion technology to tailor made emulsion properties.
b) Explore nanotechnology to enhance paint performance.
c) Resin technology to deliver one component PU resin for solvent based paint, High molecular weight flexible polyester resin.
e) Painting system with excellent chemical resistance for electric vehicle.
f) Usage of advanced Fluoro based polymer to deliver coating system for high performance and high durability.
g) Thermo-indicative paint.
h) Collaborative work with academic institutions to deliver technologically advanced products.
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b) Benefits derived as a result of the above efforts e.g., product improvement, cost reduction, product development, import
substitution, etc.
Development of high performance coating systems based on polyurea backbone for water proofing, structural painting which
requires high abrasion resistance.
c) Technology imported during the last three years.
• The details of technology imported –
Technology licence agreement with IIT Guwahati for alcohol-free surface disinfectant
Chugoku Marine Paints, Japan, for high performance protective coatings
• Year of Import – 2020
• Whether the technology been fully absorbed – Yes.
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ANNEXURE VIII
INTRODUCTION
Pursuant to Regulation 34(2)(f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ("the Listing Regulations"), top 1000 listed companies based on market capitalization as per NSE/BSE as on the
31st March of every financial year are required to present, as a part of the Annual Report, a "Business Responsibility Report" (BRR).
The following is the sixth BRR of your Company:
Group* Description
202 Manufacture of paints, varnishes, enamels or lacquers
201 Manufacture of organic and inorganic chemical compounds
8. The three key products/services that the Company manufactures/provides (as in balance sheet):
• Manufacture of decorative (architectural) paints
• Manufacture of automotive and industrial paints
• Manufacture of protective coatings
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4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (PAT) – 2.32% of PAT
5. List of activities in which expenditure in 4 above has been incurred – Details as per Principle 8
2. Do the subsidiary company/companies participate in the BR initiatives of the parent company? If yes, then indicate the number of
such subsidiary company(s): No
3. Do any other entity/entities (e.g. suppliers, distributors, etc.) that the Company does business with, participate in the BR initiatives
of the Company? If yes, then indicate the percentage of such entity/entities [Less than 30%, 30-60%, More than 60%]: No
a) Details of the Director responsible for implementation of the BR policies during the year:
• Name – Mr Abhijit Roy
• Designation – Managing Director and CEO
• DIN Number – 03439064
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability [P1]
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their
life cycle [P2]
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Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized [P4]
Principle 6: Businesses should respect, protect, and make efforts to restore the environment [P6]
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner [P7]
Principle 8: Businesses should support inclusive growth and equitable development [P8]
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner [P9]
b) If answer to the question at Sl. No.1 against any principle is ‘No’, please explain why: Not applicable.
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3. Governance related to BR
a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assesses the BR performance of
the Company – within 3 months, 3-6 months, annually or more than 1 year: Annually
b) Does the Company publish a BR or Sustainability Report? What is the hyperlink for viewing this report? How frequently is it
published?
The Company has a BR Report which forms part of the Annual Report and is published annually. The Annual Report is uploaded
on the website of the Company, which can be viewed at https://www.bergerpaints.com/investors/annual-reports.html
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/No. Does it extend to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/others?
A Code of Conduct was adopted by the Company as was required under various laws and regulations which is applicable
to its Directors and employees across the Company. The Company, its subsidiaries and associates are committed to comply
with the Code of Conduct which can be viewed at https://www.bergerpaints.com/about-us/code-of-conduct.html and
various laws applicable to them to ensure that the standard of ethics, integrity in all spheres of its business activities are
maintained. The Company has also adopted the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the amended
Vigil Mechanism Policy/Whistle Blower Policy. Both the policies can be viewed at https://www.bergerpaints.com/about-us/
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved
by the management? If so, provide details thereof, in about 50 words or so.
The Company has not received any stakeholder complaint related to ethics or code of conduct in the past financial year.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or
opportunities.
2020-21 was a roller-coaster ride for the entire world. The pandemic hit all of us hard. Economy nose-dived, millions of people
lost their lives, millions of others lost their jobs and livelihood. As the year came to an end, all wished that 2021-22 would be
better. The reality was, however, different. The delta variant of the virus which emerged in 2021 was much more lethal causing
widespread lockdowns, economic hardship and death.
India was also greatly impacted. Berger Paints contributed to the cause by offering critically important materials such as
sanitizers, disinfectants, surface cleaners and anti-bacterial paints. Contactless painting services and waterproofing solutions
were strengthened keeping the safety of the customers in mind.
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Several new products were launched during the year in various market segments including elastomeric exterior paints,
waterproofing products, economy range of cement paints etc. In industrial products painting system for electric vehicles,
fluoropolymer based coatings for Indian Railways, battery acid resistant coating are a few to mention.
2. For each such product, provide the following details in respect of resource use (energy, water, raw material, etc.) per unit of
product (optional):
I. Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain:
Berger Paints R&D always focuses on the development of formulations with raw material which has lower carbon
footprint and less environmental impact. Modified formulations have been successfully implemented during the year.
Indigenization of Raw Materials, sourcing of raw materials near to production unit also helped to reduce fuel during
transportation.
II. Reduction during usage by consumers (energy, water) which has been achieved since the previous year:
• Development of stoving formulations for industrial and automotive customers which requires lower backing
temperature and time resulting in less energy requirement.
• Long durable paints leading to reduced repainting frequency resulting in less raw material requirement.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)?: Yes.
If yes, what percentage of your inputs was sourced sustainably? Provide details.
Towards pursuing with its mission to continue and protect natural resources, the Company had shifted to source bio-briquette
for boiler instead of fossil fuel and procuring environment friendly raw materials having lower carbon footprints with focus on
environmental protection and sustainability.
The Company has, on longer routes, started using rail transportation for its raw materials, instead of road, wherever it has been
possible. The Company has also developed local vendors for packing materials near its units to minimise the transportation
of packing materials. By implementing automation in the purchase process, it has been possible to make the purchase process
completely ‘paperless’. The Company is working with small local vendors and through vendor development in making their
operations more efficient. The Company also started working on plastic waste management and from sustainability point of
view, introduced usage of recycled plastic in few of its plastic containers.
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4. Has the Company taken any step to procure goods and services from local and small producers, including communities
surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and
small vendors?
The Company has developed local suppliers and striving to continue the process. The buying of packing materials, spares,
consumables are purchased from the local vendors in the vicinity of our units. The Company conducts various audits at
these vendors places with intention to improve the processes and eliminate the wastages and rejection in their process, to
improve their manufacturing systems. The Company has 200 plus MSME registered vendors from whom the Company buys
various materials/services. Apart from this, continuous efforts are in place to develop indigenous sources for the imported raw
materials and spares.
5. Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products
and waste (separately as <5%, 5-10%, >10%). Provide details.
The Company is fully committed to improve environmental performance through initiatives taken across our manufacturing
units, offices, depots and warehouses with defined Environment Monitoring Plan (EMP).
We have taken multiple steps to improve our environment performance by reducing generation of wastes at source and optimize
resource utilization through recycling and reuse of waste.
Company has launched a project WOW (War on Waste) under Manufacturing Excellence umbrella which aims at 4R (Reduce,
Reuse, Recycle, Recreate) under which reduction of waste at source, sticky loss recovery, powder raw material reuse in batches
and recreate a usable raw material from waste is being done and system is set in place to monitor the process and ensure that
no such material is sent out as waste.
For filling operation, all our plants have shifted towards use of automatic machines, where the chance of spillage is very less.
Defect prevention is targeted in products through RFT (Right First Time) implementation to minimize process waste generation.
Washing solvent generated from washing of equipment is being reused in subsequent production batches. Spent solvent is
reused for cleaning purpose and after multiple such uses, fresh solvent is recovered in-house from waste solvent through
distillation process. The recovered fresh solvent is recycled into paint manufacturing process related activities.
Barrels used for production and storage purposes are re-used which is another step towards Carbon Footprint reduction.
Plastic waste from raw material packaging and damaged packaging material is sent to an authorised plastic recycler. Under
Plastic Waste Management rules, Berger Paints has established EPR Action plan under which 100% (Multi Layered Packaging)
MLP waste are being collected and co-processed through authorised coprocessors. Also, recycled plastic content is used in our
product packaging which ensures that use of virgin plastic can be reduced.
Waste generated inside the plant is being collected and recycled through approved Cement plants for co-processing.
Powder collected from Dust extraction system is reused in making economy grade products.
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The safety and well-being of the Company's employees remain first and foremost and non-negotiable. The Company follows
industry accredited best practices and protocols on health and safety across the operations and conducts all processes in a responsible
manner to safeguard its employees. All legal and statutory requirements are fully complied.
We are duly committed to take care of the 4 E’s – Environment, Employee, Employer and Esteemed customer.
The Company, round the year, had trainings planned for different functions which are organized as per the needs and business
requirement with renowned learning partners/certified and accredited professionals and also by our experienced employees. The
Company’s policy prohibits engaging of any child labour or involuntary labour.
The Company has in its staff, specially trained safety professionals along with trained line personnel. Health and Safety aspects
are also covered in all its agreements with unions and contractors and are a part of the same. Some of the initiatives taken in the
area of Health and Safety are in the manufacturing units of the Company which follow the Berger Paints Safety Guidelines and
Manual which is based on country’s Legal Framework and International Standards for Fire Safety, Industrial Safety, Health and
Hygiene and Environmental Protection. The Occupational Health Centres at Company's manufacturing locations are in line with
the regulatory requirements and the Company takes all possible measures to keep these up-to-date with latest devices, facilities
and trained professionals. Hazard and Operating Study (HAZOP)/ Risk Assessment is an integral part of any new and expansion
project/activity.
Our upcoming plants and brown field projects at existing units are designed with State of the Art technological set-up for production
and handling of such hazardous material and designed to operate on closed charging principle. This ensures least exposure to
manpower due to minimum dust inside the plant.
Charging of liquid raw materials are also done through Automatic and closed loop charging in the batches which is controlled by
mass flow meters to avoid any spillage and wastage of material. Plants are designed with recommendations put forward in HAZOP
study for safe handling and storage of such chemicals. Dust and Fume Extraction system are installed to capture fugitive emissions.
All fittings and fixtures at shop floor are FLP (Flame Proof) type and fire retardant, wherever applicable. Spill proof kits,
Diphotherine kits, safety showers are installed at shop floor to counter any First aid situation at site. All personnel are trained and
awareness is spread amongst the workforce regarding the hazards. Early Suppression Fast Release Sprinkler for SADT capable
chemicals with response time within 3-7 seconds are at place. For hazardous area such as Resin and Solvent based manufacturing,
conventional concept of linear heat sensors or beam detection has been replaced with advanced IR3 Flame detector and
Quartzoid Bulb detector.
For fire-fighting arrangement, premises security, compliance management and emergency preparedness, latest automations and
error proofing measures have been implemented at our manufacturing locations, depots and offices. Safety awareness programmes
and trainings are conducted to increase safety awareness amongst the employees. Proper training for Work permit system, Hot
work, Manual material handling, lock out Tag Out, Fire prevention and Fire-fighting, Confined space entry, Emergency evacuation,
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and Electrical safety is given to all employees with proper PPE (Personal Protective Equipment) compliance and awareness.
Safety Mock drills are conducted and GAP is analysed for continual improvement. SMS/Call intimation and Cloud based safety
management in connection with detection system are installed in all plants, depots, warehouse and offices.
For the plants as well as depots, National Safety Day/Week campaigns, World Environment Day, periodic fire mock drills as a part
of emergency preparedness, electrical system health assessments, electrical safety trainings, safety campaigns, periodical Fire and
safety audits and environmental monitoring are organized to make aware employees about environment, health and safety.
World Quality Day celebration is also celebrated at all manufacturing units rekindling the awareness about importance of quality
in each employee.
Several Wellness Initiatives are taken at our factories and offices and continue on a regular basis.
Training on Behaviour Based Safety (BBS) are imparted in the form of training to nearby school and college students on Environment
and Safety awareness on occasion of World Environment Day and National Safety Day.
We have a robust health monitoring plan for our employees where periodical checks and emergency preliminary response/ First
Aid is available at OHC (Occupational Health Centre) department across our factories/depots and offices.
Entire workforce and their families are double vaccinated. To handle the pandemic situation, all our OHCs have been equipped
with medical grade Oxygen Concentrators and Covid-19 Care KIT.
During the Covid-19 pandemic, our Pondicherry plant have supported 1200 families in and around the locality by providing them
staple food to each such economically challenged households. As a Company and one of the largest recruiters in paint sector, local
employment at the plants is focused upon helping localities to earn their livelihood. At local schools, projects have been taken up
for making necessary arrangements towards proper sanitation and also installation of drinking water facilities.
Employees
2. Please indicate the total number of employees hired on temporary/contractual/casual basis: 2,958
6. What percentage of your permanent employees are members of recognised employee association?: 9%
7. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour and sexual harassment in
the last financial year and pending, as on the end of the financial year: Nil
8. What percentage of your under mentioned employees were given safety and skill up gradation training in the last year?
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Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized
Yes. As a result of regular, structured and healthy stakeholder engagement programme over many years, the Company’s
business operations have evolved. Various environmental, social, corporate governance and economic issues are considered as
priority matters and are eventually taken into consideration in the Company’s strategic decision-making process.
All contractual employees are required to follow proper safety norms and ethical processes consistent with Company’s policies.
2. Out of the above, has the Company identified the disadvantaged, vulnerable and marginalized stakeholders?
The Company appreciates that all its stakeholders are not equally influential or get influenced and therefore it encourages them
to pro-actively engage with and respond to safeguard the interest of those that are disadvantaged, vulnerable and marginalised
and who are at underdeveloped areas.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized
stakeholders? If so, provide details thereof, in about 50 words or so.
Yes. The CSR initiatives of the Company are aimed towards the disadvantaged, vulnerable and marginalised stakeholders. For
instance, the Company’s iTrain project largely focuses on skill up-gradation of front-line workers and painters. The Company
continues to engage with the vulnerable and marginalised stakeholders for their sustainable livelihood.
1. Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint Ventures/Suppliers/
Contractors/NGOs/Others?
The Company appreciates and believes that human rights are inherent, universal, indivisible and interdependent in nature
and continuously strives to promote human rights as mentioned in the Constitution of India in the provisions of Fundamental
Rights and Directive Principles of State Policy and also the guidelines of the International Bill of Human Rights. The principles
of non-discrimination, zero tolerance to sexual harassment and human rights have been laid down in the Company’s Code of
Conduct and the Business Responsibility Policy which covers the Company and extends to its subsidiaries.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved
by the management?
The Company has not received any stakeholder complaint related to human rights in the previous financial year.
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Principle 6: Businesses should respect, protect, and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/Suppliers/Contractors/
NGOs/others?
The policy related to Principle 6 covers and extends to all the employees of the Company and its subsidiaries. Regular meetings
are held to educate vendors about safety and environmental risks and concerns and how to address them and the Company
strongly encourages and recommends Non-ISO certified vendors to go for ISO certification. Vendor rating is accordingly given
through i-Supplier module for encouraging compliance to the Company’s laid down policies. As a responsible organization,
vendor evaluation for toll manufacturing, supply of raw material and packaging materials, etc. are involved and it is ensured
that they are abiding by all environment laws and statutory compliances from time to time and it is being verified that all
applicable licenses are available with our vendors and all conditions specified in such consents are met.
2. Does the Company have strategies/initiatives to address global environmental issues such as climate change, global warming,
etc.? Y/N. If yes, please give hyperlink for webpage etc.
With a target to reduce the water consumption and loss, plants have been installed with digital water flowmeters for better
tracking of daily water consumption.
With the use of Telemetry System, monitoring and tracking of overall water consumption is done.
Washing water from mixers and TSDs are collected and stored for use in further batches. This reduces the dependency on fresh
water consumption either from underground or corporation supply.
Rain water harvesting and conservation is one of the most important alternatives towards attaining sustainability in water
management at the manufacturing units. Through this, the organization achieves a substantial saving in fresh water consumption.
The collected water is reused in gardening, toilets, floor washing, etc.
3. Does the Company identify and assess potential environmental risks? Y/N
Yes. The Company undertakes a detailed Aspect-Impact analysis throughout the year of each activity and project and
accordingly potential environment risk are addressed and steps are implemented to mitigate the risk. Various measures like
dust extraction, fume extraction to reduce contamination of VOC gases and process dust, Acoustic enclosures are in place
to minimize sound pollution, keeping lead content in decorative paints within permissible limit through certified laboratory
reports, integration of Online Continuous Effluent Monitoring system with effluent treatment system, Zero-Liquid Discharge
plant systems are done to minimize environmental risk.
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Many products have been developed with zero heavy metal content such as lead, mercury and chromium content.
As a part of sustainability initiatives, the organization practices the policy of conducting periodical Water audit at the
manufacturing units through certified water auditors. This audit has brought forward deeper insight to our operations
where water can be efficiently reused for production/utilities/other activities. These initiatives are being taken forward for
implementation which will ensure better water management along with maximum reuse of water and the same would certainly
help to further reduce the intake of fresh water.
The treated effluent parameters are also being monitored and untreated water is not discharged outside the plant. Online
monitoring system for discharge of treated water is implemented. The organization has also installed Zero-Liquid Discharge
(ZLD) plants at the units to ensure that treated effluent is reused after treatment through latest and smart technologies. The
treated water is used in operation as well as in utilities.
4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50
words or so. Also, if yes, whether any environmental compliance report is filed?
Adoption of ISO system (ISO 14001) and others enables the Company to have at place a robust environment manufacturing
system and practices in all its manufacturing units. The entire programme is comprehensive, systematic, planned and
documented. At all manufacturing units, environment impact studies including periodic environmental monitoring of air ,
water, submission of compliance report as per statutory needs, monitoring rest are carried out throughout the year and report
submitted as per statute. The workers are made aware of clean development mechanism and includes trainings on environment
conservation, waste management, emission reduction periodically.
Implementation of 5S at all manufacturing units have helped in maintaining clean and healthy working environment.
Several awards and recognitions were given by prestigious forums and authorities to our manufacturing units situated at
different locations across the country as follows:-
Our consistent performance and sustainable business growth was recognized with Top 100 Wealth Creators of 2021 award
by Fortune India.
VVN unit and Corporate Engineering won Greentech Energy Conservation Award, 2021.
VVN unit wins Silver certificate in 3rd ICC National Occupational Health and Safety Awards, 2021.
VVN Plant has been declared PLATINUM Award winner of 10th Exceed Environment Award 2021 for outstanding
achievement in Environment Preservation.
Jammu Plant has been declared GOLD Award winner of 10th Exceed Environment Award 2021 for outstanding
achievement in Environment Preservation.
VVN unit was awarded with Certificate of Honour from Vithal Udhoyog Nagar Industrial association for being best
industry of the Estate.
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Berger Paints won Deloitte India’s Best Managed Companies 2021 Award.
Naltali unit won Certificate of Excellence by CII in the Large Unit Category for excellence in initiatives taken for Safety,
Health and Environment.
Jejuri unit won prestigious QCFI gold award for winning Case Study competition at 36TH CCQC-2021.
Howrah unit won the regional and National rounds 34th Annual CCQC-2021 organized by QCFI, Kolkata and Coimbatore
Chapters and got selected to represent our country in the international submit.
Naltali unit won Energy Excellence Award in the 14th CII Encon Awards -2021.
Jammu unit declared as 21st Annual Greentech Award winner under Environment Protection Category.
VVN unit declared as 21st Annual Greentech Award winner under Pollution Control machine and Equipment Category.
Howrah unit achieved 4.5 stars in 14th CII Encon Awards -2021.
Jejuri unit won GOLD Award in Best Fire Safety Measures Awards -2021 by Apex India Foundation.
Corporate EHS won most prestigious Environment Protection Awards - 2021 by Greentech Foundation as Winner in
the Gold Category, competing with all the large Public Sector Organizations and large Multi-National Companies of the
country.
Hindupur Unit, VVN unit and Pondicherry units declared as WINNER of 20th Annual Greentech Safety India Award 2021
for outstanding achievements in "Safety Excellence" category.
Berger Paints won best in Class Carbon Footprint award in the Stars of the Industry Awards -2021.
VVN team won Special Jury Award in 9th Edition of Gujarat State Level ‘Quality Control Circle Competition 2022 by
presenting Project Varnakram.
Rishra plant secured the 2nd runners-up joint position in CII Encon Awards -2021.
5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc.? Y/N. Yes.
If yes, please give hyperlink for web page, etc.
i) Clean technology
a. Close loop Ammonia addition system installed in various plants to minimize VOC emission.
b. Positive draft dust collection system installed in Taloja factory to reduce dust emission and to reuse the collected dust.
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a) Energy efficient basket mill installed at Naltali factory and it has replaced ball mills which are energy consuming and
noise prone.
b) Energy efficient Hydrofoil Type Agitators developed for Water Base Emulsion Mixing Tanks and installed already in all
the existing Water Base Paints Plants, resulting in enormous energy savings. Last year, these Mixing Tanks have been
installed during the Brownfield Expansion Projects at Hindupur, Goa, Jammu and British Paints - Hindupur Plants.
c) Energy efficient LED lights installed for internal and external lighting at all the Plants already. Last year, it was done at
Jammu and Jejuri Plants.
d) VFD’s (Variable Frequency Drive) installed for high power consuming motors of process and utility equipment at all the
Plants. Last year, it has been done for all the brownfield expansion projects.
e) Energy efficient Sand Mills installed in place of Ball Mills at all the Plants. Last year, these have been installed in Jejuri,
Rishra, Pondicherry, VVN and British Paints - Hindupur Plants.
f) Draft Automation system implemented for the Combustion Air Supply of all the Bio-briquette fired Thermic Fluid Heaters.
Last year it has been implemented at Jejuri Plant.
g) Energy efficient IE2/IE3 motors are being used in all the new projects.
h) The Specific Energy Consumption for Paints and Powder Coatings has been reduced by 3.26% compared to FY 2020-21.
i) 12757 MT Carbon foot print reduced in FY 2021-22 by adopting all the energy savings measures, coupled with usage of
Bio-briquette fired Thermic Fluid Heaters in the Resin Plants, in place of HSD fired Thermic Fluid Heaters.
1) Roof top Solar Power Plants installed at Goa and VVN Plants along with enhancing the capacity of Solar Power Plant at
Naltali Plant.
2) Bio-briquette fired Thermic Fluid Heaters installed at Goa in place of HSD fired Thermic Fluid Heaters. The same
was already installed in Pondicherry, Jammu, Rishra, Naltali and Jejuri Plants. Bio-briquettes being much greener fuel
compared to HSD, we have been able to reduce huge amount of Carbon Foot print.
Apart from the above, the following steps have been taken from Process, Safety and Environment improvement aspect:
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5) Fully Automatic cooling system controlled by PLC (Programmable Logic Controller) and DCS (Distributed Control
System) installed for Styrene Storage Tanks at Jejuri last year. It was already implemented at Rishra Plant in FY 2020-
2021. Redundancy for the cooling utility i.e. Chiller and accessories is there and in case of any failure/fault, there will be
automatic change-over of the same along with audio visual alarm generation and SMS alert to selected plant personnel.
6) Automatic fire Detection and Suppression system are being considered for the Electrical Panels with the best and latest
Fire Extinguishing agent (Novec 1230) available, which has Zero Ozone Depletion Potential.
7) Surge Protection devices for the Electrical Panels are there to safeguard the Electrical Equipment from any spike
of voltage.
8) Forms of Electrical Separation in the Electrical Panels are being done as per the safest standard (IEC 61439) to eliminate
the chances of electrocution of the Electricians during maintenance works.
6. Is the emission/waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year
being reported?
7. Number of show cause/legal notices received from CPCB/SPCB which is pending (i.e., not resolved to satisfaction) as on end
of Financial Year: Nil.
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
1. Is your Company a member of any trade and chamber or association? If yes, name only those major ones that your business
deals with:
• Indian Paint Association (IPA)
• The Bengal Chamber of Commerce & Industry (BCCI)
• Confederation of Indian Industry (CII)
2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes
specify the broad areas:
Yes. The Company’s representatives from all functions actively participate in meetings, seminars and meets representatives
of statutory bodies for discussing on various aspects of regulations relating to environment, process involved for framing
guidelines, policies for matters relating to advancement and improvement of matters impacting society at large.
1. Does the Company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8?
If yes, details thereof.
Yes. The Company’s policy in this regard can be seen at the following web link - https://www.bergerpaints.com/about-us/
csr-policy.html
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2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/
any other organisation?
They are generally undertaken through in-house team alongwith external involvement in a few cases.
Yes, the Impact Assessment has been undertaken through an external agency.
4. What is your Company’s direct contribution to community development projects-amount in INR and the details of
the projects undertaken?
Please see the Report on CSR Activities/initiative annexed with the Directors' Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please
explain in 50 words, or so.
Please see the Report on CSR Activities/initiative annexed with the Directors' Report.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner
1. What percentage of customer complaints/consumer cases are pending as at the end of financial year?
2. Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes/
No/N.A./Remarks (additional information).
All product information displayed by the Company adheres to and conforms to norms as mandated by law and do not convey
misleading messages. Additionally, product information can be found in the Product Information Sheets which are available
with the dealers of the Company and on the website of the Company and on some products.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/
or anticompetitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof,
in about 50 words or so: NIL.
4. Did your Company carry out any consumer survey/consumer satisfaction trends?
Regular feedback sessions from consumers/customers/stakeholders are obtained to assess the acceptance level of the Company
which are enabled through structured and regular market research studies conducted by the Company and by agencies appointed
by the Company.
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ANNEXURE - IX
CORPORATE GOVERNANCE
In accordance with the provisions of Regulations 17 to 27, 46 (2) (b) to (i) and Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”), the report containing the details of
Corporate Governance at Berger Paints India Limited is as follows:
Corporate Governance provides that a Company is directed in such a way that it performs efficiently and effectively, keeping in view
the long term interest of the stakeholders, while respecting laws and regulations of land and contributing, as a responsible corporate
citizen, to the national exchequers.
COMPANY’S PHILOSOPHY
Berger Paints India Limited believes that credibility vests in good Corporate Governance procedures which help maintain professional,
transparent, ethical and perpetual business. It encourages all its stakeholders’ co-operation and such co-operation is enhanced as the
Company adheres to the best governance practices.
BOARD OF DIRECTORS
The Board comprises 10 Directors of which, 3 are Executive Directors (2 of whom are part of the promoter group), 2 are Non- Executive
(both are part of the promoter group) and 5 are Non-Executive, Independent Directors as per the details given in the table provided in
the next page. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of
the Companies Act, 2013 ("the Act").
The Chairman of the Board is a Non-Executive, Promoter Director and is not related to the Managing Director & the Chief Executive
Officer in accordance with the definition of the term “relative” defined under the Companies Act, 2013. He is entitled to maintain an
office in accordance with Regulation 27(1) read with Schedule-II (Part E) of the Listing Regulations. The Company reimburses the
expenses incurred by the Chairman in the course of performance of his duties.
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The names and categories of the Directors on the Board at the close of business hours on 31st March, 2022, their attendance
at the Board meetings held during the year under review and at the last Annual General Meeting (AGM), names of
other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships/
Memberships held by them in other public limited companies are given herein below:
Directorship/Committee Memberships
Attendance at Meetings in other Companies Directorship in
(including Berger Paints India Limited) other Listed entities
Name of the Director Category of Director (Names of the listed entities
No. of No. of No. of
Attendance and the category
Board Directorships in Committee
at last of directorship)
Meetings Public Limited Memberships/
AGM#
attended Companies* Chairmanship*
MR KULDIP SINGH NON-EXECUTIVE
DHINGRA* CHAIRMAN/
6 P 15 – –
(DIN-00048406) PROMOTER
(NON-INDEPENDENT)
MR GURBACHAN SINGH NON-EXECUTIVE
DHINGRA* VICE CHAIRMAN/ 2
6 P 14 –
(DIN-00048465) PROMOTER (Chairman of 1)
(NON-INDEPENDENT)
MR ABHIJIT ROY MANAGING
(DIN-03439064) DIRECTOR & CEO 6 P 6 1 –
(NON-INDEPENDENT)
MS RISHMA KAUR* EXECUTIVE DIRECTOR
(DIN-00043154) (NON-INDEPENDENT, 6 P 18 – –
LADY DIRECTOR)
MR KANWARDIP SINGH EXECUTIVE DIRECTOR
DHINGRA* (NON-INDEPENDENT) 6 P 8 – –
(DIN-02696670)
MR NARESH GUJRAL NON-EXECUTIVE
(DIN-00028444) (INDEPENDENT) 4 A 14 1 –
NOTES:
• Includes directorships in private companies but does not include body corporates incorporated outside India. Further, none of them
is a member of more than ten committees or chairman/chairperson of more than five committees across all the public companies in
which he/she is a Director.
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For the purpose of determination of limit of the Board Committees, chairmanship and membership of the Audit Committee
and Stakeholders’ Relationship and Investor Grievance Committee have been considered as per Regulation 26(1)(b) of the
Listing Regulations.
• Ms Rishma Kaur is the daughter of Mr Kuldip Singh Dhingra and Mr Kanwardip Singh Dhingra is the son of
Mr Gurbachan Singh Dhingra. Other directors are not related inter-se except the above.
• The status of independence is as per the requirement of the provisions of the Act as well as the Listing Regulations.
A chart or a matrix setting out the core skills/expertise/competence identified by the Board of Directors as required in the context
of business and sector for it to function effectively and those actually available with the Board along with the names of Directors
who have such skills/expertise/competence:
Skills/Expertise/Competence possessed,
Name of Directors Qualification required for the business and actually
available
Mr Kuldip Singh Dhingra Science Graduate, Hindu College, Delhi Mr Kuldip Singh Dhingra is a promoter, an
(Chairman) University industrialist with long standing experience in the
paint and related industries. His rich experience
and expertise is helpful for the organic and
inorganic growth of the business.
Mr Gurbachan Singh Dhingra Graduate Mr Gurbachan Singh Dhingra is a promoter, an
(Vice Chairman) industrialist and has a considerable experience in
paint industry, especially in its technical aspects.
His expertise is helpful for the business growth, its
manufacturing and technical aspects.
Mr Abhijit Roy BE (Mechanical), Jadavpur University & Vast experience of accomplishing sales,
(Managing Director and Chief Post Graduate Diploma in Management understanding of market and consumers,
Executive Officer) from IIM, Bangalore contemporary marketing strategy, branding
strategies and business promotion. He possesses
leadership experience in handling financial
management and strategic planning with a
vision of the future.
Ms Rishma Kaur B.Sc (Hons.) in Business Studies, Has got experience and knowledge in paint
(Executive Director) University of Buckingham, U.K. industry. She has been involved in development
Studied German language, University of of business including those relating to large
Augsberg, Bavaria, Germany projects in decorative paints, development of
marketing initiatives and corporate affairs.
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Skills/Expertise/Competence possessed,
Name of Directors Qualification required for the business and actually
available
Mr Kanwardip Singh Dhingra Bachelor’s degree in Chemical Engineering Has got experience in Manufacturing and
(Executive Director) from University of Akron, Ohio, USA with Process Engineering and accordingly contributes
specialization in Polymer Engineering and to setting up of various projects of the Company,
minor in Chemistry its subsidiaries and associates, looking into its
manufacturing and technical matters.
Mr Naresh Gujral Fellow Member of the Institute of Chartered An eminent industrialist and a social activist. He
(Non-Executive, Independent Accountants of India is the founder of Span India Group and is on
Director) the Board of a number of reputed companies.
Expert in the field of management and decision
making including policy related matters.
Mr Pulak Chandan Prasad B.Tech, IIT, Delhi, Post Graduate Diploma He is an expert in the field of management and
(Non-Executive, Independent in Management from IIM, Ahmedabad finance which is the key to decision making
Director) and framing of long term strategies. Has an
understanding of complex business and regulatory
environment, decision making capabilities and
developing sound governance practices.
Mr Anoop Hoon B.A. in Economics and Post Graduate in Has experience in marketing, sales,
(Non-Executive, Independent IR & PM from XLRI, Jamshedpur organisational development, HR, supply chain
Director) and commercial functions. He also served as
a Business Head of various leading Corporates
where he was associated.
Mrs Sonu Halan Bhasin B.Sc (Hons) in Mathematics, St Stephen's Wide range of experience in handling financial
(Non-Executive, Independent College, Delhi University and MBA: management and developing management
Director) Faculty of Management Studies (FMS), strategies. Expert in policy making, strategic
Delhi University planning and also authored a book on
entrepreneurship and success.
Dr Anoop Kumar Mittal B.E. in Civil Engineering, from Thapar Wide range of expertise and experience in
(Non-Executive, Independent Institute of Engineering & Technology, the sector of construction, infrastructure, real
Director) Punjab University, Patiala. He was conferred estate, advisory function, policy making and
"Doctor of Philosophy" (Honoris Causa) management. A renowned civil engineer, has
- Chancellor, Singhania University helped develop various flagship schemes and
has been a part of advisory and policy making in
different government sectors.
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Six Board Meetings were held during the year 2021-2022 and the gap between two consecutive Meetings did not exceed one hundred and
twenty days. The Board Meeting dates for a calendar year are usually finalized in the previous calendar year to provide sufficient notice.
Eleven resolutions of the Board were passed by circulation during the financial year 2021-2022 and the dates of the Board Meetings were
as follows:
1 26.05.2021 10
3 06.08.2021 09
4 10.11.2021 10
5 28.12.2021 08
6 09.02.2022 10
NOTES:
• No sitting fees are paid for attending the Board Meetings and Meetings of the Committees thereof.
• Compensation paid/payable to Non-Executive Directors is given under “Remuneration Policy” section of this report.
• The Minutes of the subsidiary companies are placed before the Board except in the case of Berger Paints Overseas Limited,
Russia, where such Minutes are not required as per the laws of that land.
INDEPENDENT DIRECTORS:
I. Meetings:
As stipulated by the Code of Independent Directors under the Act and the Listing Regulations, a separate Meeting of the Independent
Directors of the Company was held on 9th February, 2022 to review the performance of Non-Independent Directors (including
the Chairman) and the Board as a whole. The Independent Directors also reviewed the quality, quantity and timeliness of flow
of information between the Company's management and the Board that is necessary for the Board Members to effectively and
reasonably perform their duties.
In order to encourage active participation from the Independent Directors and also to enable them to understand the business
environment of the Company, a Familiarization Programme for the Independent Directors has been adopted and implemented.
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Once appointed, the Independent Directors undergo Familiarization Programme of the Company. Necessary information and
supportive documents in respect of paint industry, the regulatory environment under which the Company operates and Annual
Reports of past financial years are provided to the Independent Directors. The Independent Directors hold one-on-one discussions
with Key Functional Heads of the Company through a secured virtual platform to understand various functions which are critical
to the business performance of the Company. The Independent Directors are also provided with financial results, internal audit
findings, risk inventories and other specific documents as sought for from time to time. The Independent Directors are also made
aware of all policies and Code of Conduct and Business Ethics adopted by the Board.
Details of the Familiarization Program imparted during the year under review has been uploaded on the website of the Company at
www.bergerpaints.com and is available at https://www.bergerpaints.com/about-us/familiarization-program.html.
In terms of the provisions of Regulation 46(2)(b) of the Listing Regulations and Section 149 of the Act, and Rules framed thereunder,
the Independent Directors of the Company were appointed for a period of five years by the Members of the Company at the General
Meetings. A formal letter of appointment setting out the terms and conditions of appointment, roles and functions, responsibilities,
duties, fees and remuneration, liabilities, resignation/removal, etc., as specified under Schedule IV to the Act, has been issued to
each of the Independent Directors subsequent to obtaining approval of the Members to their respective appointments. The terms
and conditions of such appointment are also made available on the website of the Company and at https://www.bergerpaints.com/
about-us/standard-letter-of-appointment.html.
IV. As required under Regulation 25(8) of the Listing Regulations, the Independent Directors of the Company have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact
their ability to discharge their duties. Based on the declarations and confirmations received from the Independent Directors, the
Board of Directors confirmed that the Independent Directors of the Company meet the criteria of independence as stipulated under
Regulation 16(1)(b) of the Listing Regulations read with Section 149(6) of the Act, and the Rules framed thereunder and they are
independent of the management.
Pursuant to Section 150(1) of the Act, read with the Companies (Accounts) Rules, 2014, all the Independent Directors of the
Company are registered on the website of Institute of Corporate Affairs.
In compliance with Regulation 36(3) of the Listing Regulations read with the Secretarial Standard on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India (ICSI), the required information about the Directors proposed to be
appointed/re-appointed has been annexed to the Notice convening the 98th Annual General Meeting.
None of the Directors on the Board holds directorships in more than ten public companies. None of the Independent Directors serve
as an Independent Director on more than seven listed entities. Necessary disclosures regarding Committee positions in other public
companies as on 31st March, 2022 have been made by the Directors.
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COMMITTEES OF DIRECTORS:
I. AUDIT COMMITTEE:
NOTES:
1. The quorum for Independent Directors as required under Regulation 18(2)(b) of the Listing Regulations was complied with during the year.
2. Invitees/Participants:
• Mr Abhijit Roy, Managing Director & CEO and Mr Srijit Dasgupta, Director – Finance & CFO are permanent invitees to
all Audit Committee Meetings. The Committee also invites Members of the Board to attend Meetings of the Committee as per
their convenience.
• Head of the Internal Audit Department attends all the Audit Committee Meetings and briefs the Committee on all the points
covered in the Internal Audit Report.
• The representatives of the Statutory Auditors have attended the Audit Committee Meetings held during the year.
The terms of reference of the Audit Committee covers the matters specified under the Listing Regulations read with Section 177
of the Act.
Roles & Responsibilities of the Audit Committee, inter-alia, includes, the following:
• Reviewing the quarterly and annual financial statements before submission to the Board.
• Reviewing the adequacy of the internal audit function including the structure and staffing of the internal audit department.
• Reviewing the Company’s financial and risk management policies, looking into reasons for substantial defaults, if any, of non-
payment to stakeholders.
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• Granting omnibus approval for related party transactions proposed to be entered by the Company under Section 177
of the Act.
Nineteen resolutions by circulation were passed by the Audit Committee and five Audit Committee Meetings were conducted during
the year 2021-2022 as detailed below:
The Compensation and Nomination and Remuneration Committee’s (“the Remuneration Committee”) constitution and terms
of reference are in compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations. The
Remuneration Committee fulfils the roles as laid out in the Act and as per roles specified in Part D of Schedule II of the Listing
Regulations which are as below:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board of Directors a policy relating to the remuneration of the directors, key managerial personnel and other employees.
(1A) For every appointment of an independent director, the Remuneration Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment as an independent director shall
have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
(2) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance
with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance
evaluation of Independent Directors.
(6) Recommend to the board, all remuneration, in whatever form, payable to senior management.
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Seven resolutions by circulation of the Remuneration Committee were passed and two Remuneration Committee Meetings were held
during the year 2021-2022 as detailed below:
Your Company had earlier re-introduced the ESOP Scheme, aligned with the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 in the year 2016 in accordance with the approval of the members granted at the Annual General
Meeting held on 3rd August, 2016, to reward eligible employees.
In accordance with the aforesaid scheme of 2016, the Compensation and Nomination and Remuneration Committee has granted
75,910 options on 8th November, 2021 to 216 eligible employees (including 1,300 to Mr Abhijit Roy being Key Managerial Personnel)
and also allotted 28,452 equity shares of `1 each (face value) to eligible employees (including Key Managerial Personnel as per
details below) upon exercise of their options earlier granted to them. The allotment of the aforesaid shares were made on 22nd
December, 2021.
In accordance with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014, the Company had allotted shares to Key
Managerial Personnel (KMP) on 22nd December, 2021, on his exercising the options earlier granted to him and the details of the
allotments made are given herein-
For further details, please refer to Annexure II to the Directors' Report where detailed information required to be disclosed in terms
of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 are enclosed.
Please also visit the weblink: https://www.bergerpaints.com/investors/esop-disclosure.html for disclosures under Regulation 14
of the aforesaid Regulations.
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Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance
Evaluation every year in respect of the following:
i. Board of Directors as a whole.
ii. Committees of the Board of Directors.
iii. Individual Directors including the Chairman of the Board of Directors.
In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on
Board Evaluation issued by SEBI in January 2017, your Company has carried out an online performance evaluation process internally
for the Board/Committees of the Board/Individual Directors including the Chairman of the Board of Directors for the financial year
ended 31st March, 2022. During the year under review, the Company has complied with all the criteria of evaluation as envisaged in
the SEBI Circular on ‘Guidance Note on Board Evaluation’.
The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board
have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your
Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and
peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the
common business goals of the Company.
The Directors carry out the aforesaid performance evaluation in a confidential manner and provide their feedback on a rating
scale of 1-5. Duly completed formats were sent to the Chairman of the Board and the Chairman/Chairperson of the respective
Committees of the Board for their consideration. The performance evaluation feedback of the Chairman was sent to the Chairman of
the Remuneration Committee.
This year also, the outcome of such performance evaluation exercise was discussed at a separate Meeting of the Independent Directors
held on 9th February, 2022 and was later tabled at the Remuneration Committee Meeting held on 9th February, 2022. The Remuneration
Committee forwarded their recommendation based on such performance evaluation process to the Board of Directors and the same
was tabled at the Board Meeting held on 9th February, 2022.
After completion of internal evaluation process, the Board of Directors at its Meeting held on 9th February, 2022, also discussed the
performance evaluation of the Board, its Committees and individual directors. The performance evaluation of independent directors of
the Company were done by the entire Board of Directors, excluding the independent directors being evaluated and after being satisfied
with the outcome, it was noted that the Committees are working effectively.
Pursuant to Section 178(3) of the Act and Regulation 17(6) of the Listing Regulations, the Remuneration Committee Meeting
is entrusted with responsibility of formulating criteria for determining qualifications, positive attributes and independence of an
independent director. This can be viewed at https://www.bergerpaints.com/about-us/criteria-policy.html.
REMUNERATION OF DIRECTORS:
In compliance with the requirements of Section 178 of the Companies Act, 2013, rules framed thereunder and pursuant to the
provisions of Regulation 19(4) of the Listing Regulations, the Board of Directors of the Company has adopted a Nomination and
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Remuneration Policy for the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs), Functional Heads
and other employees of the Company. The policy provides for criteria and qualifications for appointment of Directors, KMPs and
SMPs, remuneration paid/payable to them, Board diversity, etc. The said policy has been uploaded on the website of the Company at
https://www.bergerpaints.com/about-us/remuneration-policy.html.
A. EXECUTIVE DIRECTORS
The details of the remuneration paid/payable to the Executive Directors for the Financial Year 2021-2022 are as follows:
B. NON-EXECUTIVE DIRECTORS:
The Board of Directors upon recommendation of Compensation and Nomination and Remuneration Committee (Remuneration
Committee) decides on the remuneration of the Non-Executive Directors in accordance with the provisions of the Articles of
Association of the Company subject to the approval of the Members. Such remuneration is also in line with the Remuneration
Policy of the Company and in terms of the specific requirements under the Act and the Listing Regulations.
Remuneration by way of sitting fees for attending Board Meetings were paid to the Non-Executive, Independent Directors upto
the Board Meeting held on 5th August, 2019. Thereafter, the Board discussed and the Non-Wholetime Directors waived their right
to receive sitting fees for the future meetings of the Board.
The Non-Executive Directors are also entitled to a Commission on Net Profits not exceeding 1% in aggregate of the Net Profits
computed in the manner referred to in Section 198 of the Act and Rules framed thereunder, subject to a maximum of Rupees One
Crore every year, distributed among them based on the time devoted, advice rendered and expertise lent to the Company. The
same was approved by the Members at the Annual General Meeting held on 4th August, 2017. The annual remuneration payable
to a single non-executive director does not exceed fifty percent of the total annual remuneration payable to all non-executive
directors during the year under review.
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The details of the remuneration paid/payable to the Non-Executive Directors for the Financial Year 2021-2022 are as follows:
Total number of equity shares of (`) 1/- each held by Key Managerial Personnel (KMPs) as on 31st March, 2022 is as follows:
The Composition, Meetings and Attendance of the Share Transfer Committee is as under:
Five resolutions by circulation of the Share Transfer Committee were passed and nine Share Transfer Committee Meetings were
held during the financial year 2021-2022 as detailed below:
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The Composition, Meetings and Attendance of the Stakeholders’ Relationship and Investor Grievance Committee is
as under:
Mr Arunito Ganguly acts as the Secretary of the Stakeholders’ Relationship and Investor Grievance Committee.
The Chairman of the Committee was present at the Annual General Meeting held on 27th August, 2021 to answer the queries of
shareholders.
The amended Listing Regulations require the Stakeholders’ Relationship and Investor Grievance Committee of the Board to oversee
apart from addressing normal grievances of investors, broadly the following w.e.f. 1st April, 2019, being the terms of reference:
(1) Resolving the grievances of the security holders of the listed entities including complaints related to transfer/transmission of shares,
non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, General Meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entities in respect of various services being rendered by
the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entities for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
One Stakeholders' Relationship and Investors Grievance Committee Meeting was held on 28th March, 2022 during the financial
year 2021-2022.
SEBI has vide notification no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November, 2021 required listed
companies to ensure having KYC details of shareholders who hold shares in physical form. The Company has complied with said
requirement.
During FY 2021-22, the complaints received were mainly relating to non-receipt of dividend/annual report which were
immediately resolved.
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The Board of Directors have defined the procedures, practices, roles and responsibilities of the above mentioned Committee and
has delegated monitoring and reviewing of the Risk Management Plan and Policy to the Committee and such other functions as
it has deemed fit. The terms of reference of the Committee are as follows:
• Framework for identification of internal and external risk, overseeing and monitoring implementation of the Risk
Management Policy.
• Validating the process and procedure of Risk Management and Risk Mitigation.
• Keeping the Board of Directors informed about the nature and contents of the discussions in the Risk Management Committee,
recommendations and actions to be taken pursuant to the discussions.
The Composition, Meetings and Attendance of Business Process and Risk Management Committee is as under:
Mr Arunito Ganguly acts as the Secretary of the Business Process and Risk Management Committee.
Two Business Process and Risk Management Committee meetings were convened during the financial year 2021-2022 and the
dates are as follows:
SR. NO. DATE OF MEETING
1 24.09.2021
2 21.01.2022
Pursuant to the provisions of Section 135, read with Schedule VII of the Act, the Corporate Social Responsibility (CSR) Committee
had been formed. The terms of reference of the CSR Committee, inter-alia, are as follows:
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The Ministry of Corporate Affairs has vide notification dated 22nd January, 2021 number G.S.R.40(E) advised corporates to
realign their CSR activities. The Company has accordingly adopted a new policy pursuant to the recommendation by the CSR
Committee and duly adopted by the Board of Directors at its meeting held on 26th May, 2021 and the amended policy can be
viewed at https://www.bergerpaints.com/about-us/csr-policy.html
The scope of the CSR activities is contained in the above mentioned link. The role of the CSR Committee is as follows:-
• Recommend, formulate and conduct CSR activities approved by the Board of Directors of the Company and ensure
compliance of such CSR activities with the provisions of Schedule VII of the Companies Act, 2013.
• Review, allocate, approve and recommend the budget for the CSR expenditures to be undertaken by the Company on an
annual basis.
• Monitoring compliance of the CSR Policy and the expenditures incurred on CSR activities.
• The list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of
the Act and the Rules made thereunder as amended from time to time.
• In case any of the CSR Activities to be undertaken are anticipated to be long term i.e. an ongoing project being for a term
of 3 (three) years excluding the financial year in which it has commenced, then an estimate on implementation schedule or
milestones should be submitted by the CSR Committee to the Board of Directors.
The Company shall ensure that its CSR Committee will oversee the implementation of the various CSR activities and projects
undertaken by the Company, in compliance with the provisions of Section 135 of the Companies Act, 2013 and the Rules framed
thereunder.
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Though not mandatory, the Committee was formed and reconstituted on 26th September, 2014 whose primary function is to grant
approvals and authority to the employees of the Company to conduct routine business, such as opening/closing of bank accounts,
change in authorised signatories, authorisation for appearance before court, tax authorities, etc. which require immediate approval.
The Composition, Meetings and Attendance of Committee of Directors for Regular Matters is as under:
Mr Arunito Ganguly acts as the Secretary to the Committee of Directors for Regular Matters.
Twenty-One Meetings of the above committee were convened during the financial year 2021-2022 and the dates are as follows:
SR. NO. DATE OF MEETING SR. NO. DATE OF MEETING SR. NO. DATE OF MEETING
1 19.04.2021 9 20.09.2021 17 31.01.2022
2 05.05.2021 10 04.10.2021 18 21.02.2022
3 16.06.2021 11 28.10.2021 19 28.02.2022
4 05.07.2021 12 15.11.2021 20 15.03.2022
5 19.07.2021 13 30.11.2021 21 31.03.2022
6 02.08.2021 14 17.12.2021
7 19.08.2021 15 06.01.2022
8 06.09.2021 16 20.01.2022
Date, Time and Venue of the last three Annual General Meetings were as follows:
WHETHER SPECIAL
FINANCIAL YEAR VENUE DATE TIME
RESOLUTION PASSED
KALAMANDIR
2018-19 48, SHAKESPEARE SARANI 05.08.2019 11:00 a.m. YES
KOLKATA 700 017
POSTAL BALLOT:
The Company did not conduct any business through Postal Ballot during the year under review.
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DISCLOSURES:
A. As per the amended Listing Regulations, a certificate from a Company Secretary in practice stating that none of the directors
on the Board of the Company have been debarred or disqualified from being appointed or continuing as the directors of
companies by the SEBI Board/Ministry of Corporate Affairs or any such statutory authority is annexed to this Corporate Governance
Report (Annexure–B).
B. The Board has accepted all the recommendations of the various committees of the SEBI Board which is mandatorily required in
the relevant financial year.
C. The Company has not entered into any materially significant related party transaction which would have potential conflict with the
interest of the Company at large.
D. The Company has complied with all the applicable requirements of the Listing Regulations.
E. Vigil Mechanism/Whistle Blower Policy has been framed by the Company and no personnel have been denied access to the
Audit Committee.
F. The Company has complied with all the mandatory requirements of Regulation 27(2) of the Listing Regulations and the following
non-mandatory requirement have been adopted by the Entity:
1. Non-Executive Chairman’s Office: The Chairman’s office is separate from that of the Managing Director & CEO. He is
entitled to maintain an office at the Company’s expense and the Company reimburses the expenses incurred by the Chairman
in the course of performance of his duties.
2. Separate posts of Chairman and Managing Director & CEO: The Chairman of the Board is a Non-Executive, Promoter.
G. The weblink where policy for determining ‘material’ subsidiaries is disclosed and can be viewed at https://www
bergerpaints.com/about-us/rpt-policy.html
H. The weblink where policy on dealing with related party transactions can be viewed at https://www.bergerpaints.com/
about-us/rpt-policy.html
I. The Company has followed all relevant IND AS while preparing its financial statements.
J. No penalties or strictures have been imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority on any
matter related to capital markets during the last three financial years.
K. Loans and advances in the nature of loans to firms/companies in which directors are interested –N.A.
L. The total fees (FY 2021-2022) for all services amounting to `0.97 crore was paid by the Company and its subsidiaries, on a
consolidated basis, to the statutory auditor S. R. Batliboi & Co. LLP and all the entities in the network firm/network entity of which
the statutory auditor are a part, as under for all the services taken from them:
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M. Disclosure of commodity price risks and commodity hedging activities. See Annexure – A attached to this Corporate Governance Report.
N. No fund was raised through preferential allotment or qualified institutional placement as specified under Regulation 32 (7A) of
O. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
A status of compliance with discretionary recommendations of Regulation 27(1) of the Listing Regulations is provided below:
1. Shareholders’ Rights: The quarterly and half-yearly financial performances along with significant events are published in
2. Modified Opinion in Auditor’s Report: : The Company’s financial statement for the year ended 31st March, 2022 does not
MEANS OF COMMUNICATION:
• The quarterly and half-yearly financial results of the Company are published in leading English and vernacular dailies
namely Business Standard, Aajkaal, Financial Express. Such results are also uploaded on the Company’s website at
https://www.bergerpaints.com/investors/quarterly-reports.html
• Any other such important announcement press/news release is published by the Company in leading English and Bengali
• Since all the information are published in leading newspapers as well as displayed in the Company’s website, hence no
• Presentations made to Institutional Investors and Analysts are uploaded on the website: www.bergerpaints.com
CODE OF CONDUCT:
The Board has laid down a Code of Conduct for all the Board members and senior management of the Company, and they have affirmed
the same. The Code of Conduct includes all the applicable duties of Independent Directors as laid down in Schedule IV of the Act. The
Independent Directors shall be held liable, only in respect of such acts of omission or commission by the Company which had occurred
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with their knowledge, attributable through Board processes, and with their consent or connivance or where they had not acted diligently
The Code of Conduct has been uploaded on the Company’s website at https://www.bergerpaints.com/about-us/code-of-conduct-
independent-directors.html. The Certificate of Affirmation in respect of compliance has been appended as a part of Corporate
Governance Report. The Company has also adopted the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the said policy can
be viewed at https://www.bergerpaints.com/about-us/code-of-conduct-to-regulate-monitor-and-report-trading-by-designated-
persons.html.
The Company does not have any convertible instruments. The number of equity shares held by Non-Executive Directors at the close
of business hours on 31st March, 2022 is given below:
5. MR ANOOP HOON –
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As provided under Regulation 34(3) read with Part D of Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (as amended), the Board members and the senior management personnel have
affirmed compliance with the Code of Conduct of the Company for the year ended 31st March, 2022. The said Code of Conduct has
also been uploaded by the Company on its website: www.bergerpaints.com.
Abhijit Roy
Managing Director
Place: Kolkata & Chief Executive Officer
Dated: 26th May, 2022 (DIN: 03439064)
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ANNEXURE - A
[Annexure to Corporate Governance Report]
FINANCIAL YEAR : The accounting year covers the period from 1st April, 2021 to 31st March, 2022.
Financial Reporting for the quarters ending on:
30th June, 2022 (unaudited) – By 14th August, 2022
30th September, 2022 (unaudited) – By 14th November, 2022
31st December, 2022 (unaudited) – By 14th February, 2023
31st March, 2023 (audited) – By 30th May, 2023
[Note: The above dates are indicative in nature]
BOOK CLOSURE DATES : Book closure commences on 20th August, 2022 and ends on
26th August, 2022, both days inclusive.
DIVIDEND PAYMENT DATE : Dividend, if declared will be paid on 6th September, 2022.
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MARKET PRICE (HIGH/LOW) AT BSE & NSE DURING EACH MONTH FOR THE FINANCIAL YEAR 2021-2022
BSE NSE
Month
High (`) Low (`) High (`) Low (`)
April 2021 770.00 691.05 770.00 691.10
May 2021 842.55 697.45 842.75 697.10
June 2021 835.00 781.65 835.00 784.10
July 2021 872.00 800.60 872.95 800.15
August 2021 858.35 777.15 858.85 775.30
September 2021 853.00 806.15 853.00 806.40
October 2021 856.90 716.50 856.95 716.00
November 2021 813.05 737.40 813.20 737.15
December 2021 780.90 721.45 781.00 721.00
January 2022 798.80 693.35 799.45 694.05
February 2022 748.55 641.15 748.80 641.00
March 2022 722.95 620.55 723.45 620.45
900.00 64,000.00
800.00 55,000.00
700.00
46,000.00
Berger Close Price
600.00
BSE Sensex
500.00 37,000.00
400.00 28,000.00
300.00
19,000.00
200.00
10,000.00
100.00
0.00 1,000.00
Apr-21
May-21
Oct-21
Jun-21
Jul-21
Aug-21
Sep-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
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1000.00
900.00 19,000.00
Berger Close Price
800.00 17,000.00
700.00 15,000.00
NSE NIFTY
600.00 13,000.00
500.00 11,000.00
400.00 9,000.00
300.00 7,000.00
200.00 5,000.00
100.00 3,000.00
0.00 1,000.00
Jul-21
Mar-22
Feb-22
Apr-21
Oct-21
Aug-21
Sep-21
Dec-21
Nov-21
Jun-21
May-21
Jan-22
Promoters
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Status Holding %
Promoter- Foreign 14,06,56,782 14.48
Promoter- Body corporate 55,53,99,058 57.18
Promoters- Individual 3,23,17,861 3.33
Non Resident Individuals/Companies 11,25,76,929 11.59
Alternate Investment Fund 17,83,850 0.18
Venture Capital 645 0.00
Financial Institutions/Insurance Companies/Bank 2,29,50,198 2.36
Others (Resident) 7,48,00,533 7.70
Mutual Fund 83,59,981 0.86
Domestic Companies 1,58,97,853 1.64
IEPF 61,38,860 0.63
Unclaimed Suspense Demat Account 4,40,939 0.05
TOTAL 97,13,23,489 100.00
SHAREHOLDING OF NOMINAL
SHARE AMOUNT DETAILS
VALUE (RANGE OF SHARES)
NO. OF NO. OF
(`) (`) % OF TOTAL % OF TOTAL
SHAREHOLDERS SHARES
1 5000 32869099 3.38 355430 32869099 98.91
5001 10000 12986928 1.34 1861 12986928 0.52
10001 20000 16476388 1.69 1200 16476388 0.33
20001 30000 7183794 0.74 296 7183794 0.08
30001 40000 5078143 0.52 148 5078143 0.04
40001 50000 3467035 0.36 79 3467035 0.02
50001 100000 9486620 0.98 141 9486620 0.04
100001 & Above 883775482 90.99 197 883775482 0.06
TOTAL 971323489 100.00 359352 971323489 100.00
The Securities and Exchange Board of India (‘SEBI’) and Ministry of Corporate Affairs (‘MCA’) during FY 2018-19, has mandated
that existing members of the Company who hold securities in physical form and intend to transfer their securities after April 1, 2019,
can do so only in dematerialised form, except in case of requests received for transmission or transposition and re-lodged transfer of
securities. Therefore, necessary intimation was sent by the Company to the members regarding the restriction on transfer of securities
in the physical form and members holding shares in physical form were requested to consider converting their shareholding to
dematerialised form within the due date. Further SEBI vide circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated December
2, 2020 had fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer
shall be issued only in demat mode.
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SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, mandated all listed companies
to issue securities in dematerialised form only while processing the service request of issue of duplicate securities certificate, claim
from Unclaimed Suspense Account, renewal/ exchange of securities certificate, endorsement, sub-division/ splitting of securities
certificate, consolidation of securities certificates/folios, transmission and transposition.
In compliance with Regulation 40(9) of the Listing Regulations all certificates have been issued within 30 days of the date of transfer,
sub-division, consolidation, renewal and exchange of endorsement of calls/ allotment monies as applicable during FY 2021-22.
Now share transactions in electronic form can be effected in a much simpler and faster manner. After a confirmation of a sale/purchase
transaction from the broker, shareholders should approach the Depository Participants (‘DP’) with a request to debit or credit the
account for the transaction. The DP will immediately arrange to complete the transaction by updating the account. There is no need
for a separate communication to the Company to register these share transfers.
Shareholders should communicate with the Company’s Registrars and Transfer Agents (‘RTA’) quoting their folio number or
Depository Participant ID (‘DP ID’) and Client ID number, for any queries relating to their securities at the above mentioned addresses
or at their branch offices, addresses of which are available on their website or at the Registered Office of the Company.
Nomination Facility
Shareholders whose shares are in physical form and wish to make/change a nomination in respect of their shares in the Company, as
permitted under Section 72 of the Companies Act, 2013, may submit to RTA the prescribed Forms SH-13/SH-14. The relevant forms
are available at https://www.bergerpaints.com/investors/investor-services.html.
Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, email ids,
nomination and power of attorney should be given directly to the DP.
Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, e-mails ids,
nomination and power of attorney should be given to the Company’s RTA.
SEBI vide circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 had laid down common and
simplified norms for processing Investor’s Service request by RTAs and norms for furnishing PAN, KYC details and nomination.
As per the above said circular the shareholders holding physical securities are required to mandatory furnish PAN, KYC details and
Nomination by holders and are also required to link PAN with Aadhaar. The said circular stipulates that folios wherein the required
documents are not made available on or before April 1, 2023 shall be frozen by RTA. The Company had sent relevant communication
to all physical holders along with relevant Forms to enable the shareholders to update the PAN, KYC and other relevant details with
RTA/Company in line with the SEBI directives. The PAN, KYC and other relevant documents are being processed by RTA on receipt
from the shareholders. The relevant Forms are also made available on the company’s website at https://www.bergerpaints.com/
investors/investor-services.html.
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The total number of shares transferred in physical form during the year 2021-2022 was 266112 as per National Company Law
Tribunal, Kolkata Bench’s order dated 15th July, 2021 as compared to NIL shares during 2020-2021. The shares transferred to the
Investor Education and Protection Fund (IEPF) Account pursuant to Circular No. 12/2017 of the Ministry of Corporate Affairs, during
the year 2021-2022 were 133841 equity shares covering 60 folios.
Green Initiative
As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative’ undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders
at their e-mail address previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far, are requested to do the same. Those holding shares in demat form
can register their e-mail address with their concerned DPs.
Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA, by sending a letter, duly
signed by the first/sole holder quoting details of their Folio No.
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DIVIDEND
TOTAL DIVIDEND
DIVIDEND PER TOTAL DIVIDEND DISTRIBUTION TAX/
FINANCIAL YEAR (INCLUDING DIVIDEND
SHARE (`) (` in Crore) TAX DEDUCTED AT
DISTRIBUTION TAX)
SOURCE (` in Crore)
2020-21 2.80 238.60 33.36(TDS) 271.96
2019-20 (Final) 0.30 26.09 3.05(TDS) 29.14
2019-20 (Interim) 1.90 184.53 30.20 214.73
2018-19 1.90 184.51 25.07 209.58
2017-18 1.80 174.78 35.93 210.71
2016-17 1.75 169.93 34.59 204.52
2015-16 (Final) 1.00 97.09 19.76 116.85
2015-16 (Interim) 0.65 45.08 9.18 54.26
2014-15 (Final) 0.65 45.06 9.17 54.23
2014-15 (Interim) 0.60 41.59 8.51 50.10
2013-14 2.20 76.23 12.95 89.18
2012-13 1.80 62.33 10.60 72.93
2011-12 1.40 48.46 7.86 56.32
Effective 9th January, 2015, the equity shares of nominal face value of `2/- each were sub-divided into two equity shares of face value
of `1/-each.
As you are aware that as per the Income Tax Act, 1961 (the Act), as amended by the Finance Act, 2020, dividends paid or distributed
by a Company on or after 1st April, 2020 shall be taxable in the hands of the shareholders. The Company shall also be required to
deduct tax at source at the time of making the payment of the Dividend, if declared at the AGM.
The TDS rate may vary depending on the residential status of the shareholder and the documents submitted to the Company in
accordance with the provisions of the Act. The TDS for various categories of shareholders along with required documents are provided
in Tables 1 and 2 below:
Any resident shareholder 10% Update the PAN if not already done with depositories (in case of shares held
in demat mode) and with the Company's Registrar and Transfer Agents – CB
Management Services (P) Ltd. (in case of shares held in physical mode).
No deduction of taxes in the following cases:
o If dividend paid/distributed or likely to be paid/distributed to a Resident
Individual shareholder during FY 2022-2023 does not exceed `5,000/-,
o If shareholder is exempted from TDS provisions through any circular
or notification and provides an attested copy of the PAN along with the
documentary evidence in relation to the same.
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Submitting Form 15G/ Form 15H NIL • The shareholder’s estimated total income as well as dividend payable is
below the taxable limit and a declaration is received from the concerned
shareholders in Form 15G (for individuals up to age of 60 years).
• The shareholder’s estimated total income is below the taxable limit and
a declaration is received from the concerned shareholders in Form 15H
(for individuals of the age of 60 years or above).
Order under Section 197 of the Act Rate provided Lower/NIL withholding tax certificate obtained from Income Tax authorities.
in the order
Insurance Companies NIL A declaration that the shares are owned by it or it has full beneficial interest in
such shares along with self-attested copy of PAN and registration document.
Corporation established by or under NIL Documentary evidence that the person is covered under Section 196 of the Act.
a Central Act which is, under any law
for the time being in force, exempts
from income- tax on its income.
Mutual Funds NIL Self-declaration that it is covered under Section 10(23D) of the Act along with
self-attested copy of PAN card and registration certificate.
Category I and Category II NIL Documentary evidence that the person is covered by Notification No.
Alternative Investment fund 51/2015 dated 25th June, 2015.
Other resident shareholder without 20% -
PAN/Invalid PAN
a) Recording of the valid Permanent Account Number (PAN) for the registered Folio/DP ID-Client ID is mandatory. In absence of
valid PAN, tax will be deducted at a higher rate of 20% as per Section 206AA of the Act.
b) Shareholders holding shares under multiple accounts under different status/category and single PAN, may note that, higher of the
tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts.
c) A declaration that return of income of last financial year has been filed by the shareholder will also be required, else tax will be
deducted at the rate of 20% as per Section 206AB of the Act.
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Note: All the above referred tax rates shall be duly enhanced by the applicable surcharge and cess.
In accordance with the materiality criteria of commodities as determined by the Board and available at the Company’s website at
https://www.bergerpaints.com/about-us/risk-management-policy.html, no commodity is considered to be material.
The Company’s Foreign Exchange exposure with respect to payables and loans are managed by continuously monitoring the exchange
rates and premiums for forward cover and such exposure is hedged on a short term basis when commercially expedient to do so.
Exposure of the listed entity to commodity and commodity risks faced by the entity throughout the year:-
The Company, therefore, does not undertake any commodity hedging activity.
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PLANT LOCATIONS:-
COMPLIANCE OFFICER:
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FOR ANY QUERY RELATING TO YOUR SHAREHOLDING, PLEASE SEND YOUR QUERY AT:
Credit ratings obtained by the Company along with any revisions thereto during the relevant financial year, for all debt instruments
of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilisation of funds,
whether in India or abroad are as follows:-
CRISIL Limited Bank Loan Facilities Rating - Long Term CRISIL AAA
CRISIL Limited Bank Loan Facilities Rating - Short Term CRISIL A1+
DISCLOSURES AS PER REGULATION 34(3) READ WITH PARA F OF SCHEDULE V OF THE SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
As required by Regulation 34(3) read with Para F of Schedule V of the Listing Regulations, the details of Demat Suspense Account/
Unpaid Suspense Account are disclosed here:
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1. The Corporate Governance Report prepared by Berger Paints India Limited (hereinafter the “Company”), contains details as
specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub - regulation (2) of Regulation 46 and para C, D and E of
Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended (“the Listing Regulations”) (‘Applicable criteria’) for the year ended March 31, 2022 as required by the Company for
annual submission to the Stock exchange.
Management’s Responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the
preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design,
implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance
Report.
3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions
of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance in the form of an
opinion whether, the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations.
5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates
for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered
Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with
the ethical requirements of the Code of Ethics issued by ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance of the
Corporate Governance Report with the applicable criteria. Summary of procedures performed include:
i. Read and understood the information prepared by the Company and included in its Corporate Governance Report;
ii. Obtained and verified that the composition of the Board of Directors with respect to executive and non-executive directors has
been met throughout the reporting period;
iii. Obtained and read the Register of Directors as on March 31, 2022 and verified that at least one independent woman director
was on the Board of Directors throughout the year;
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iv. Obtained and read the minutes of the following committee meetings / other meetings held during April 01, 2021 to March 31,
2022:
(a) Board of Directors;
(b) Audit Committee;
(c) Annual General Meeting (AGM);
(d) Compensation and Nomination and Remuneration Committee;
(e) Stakeholders’ Relationship and Investor Grievance Committee;
(f) Business Process and Risk Management Committee;
(g) Corporate Social Responsibility Committee.
v. Obtained necessary declarations from the Directors of the Company.
vi. Obtained and read the policy adopted by the Company for related party transactions.
vii. Obtained the schedule of related party transactions during the year and balances at the year- end. Obtained and read the minutes
of the Audit Committee meetings wherein such related party transactions have been pre-approved by the Audit Committee.
viii. Performed necessary inquiries with the management and also obtained necessary specific representations from management.
8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a
test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an
opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.
Opinion
9. Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information and explanations
given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as specified in the
Listing Regulations, as applicable for the year ended on March 31, 2022, referred to in paragraph 4 above.
Other matters and Restriction on Use
10. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
11. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its
obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance
and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or
any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without
our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date
of this report.
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ANNEXURE B
To,
The Members of
Berger Paints India Limited
Berger House
129, Park Street
Kolkata - 700017
West Bengal
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Berger Paints
India Limited having CIN : L51434WB1923PLC004793 and having registered office at Berger House, 129, Park Street, Kolkata –
700017, West Bengal (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March,
2022 have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:
Date of appointment
Sr. No. Name of Director DIN
in Company
1. Mr Pulak Chandan Prasad 00003557 13.11.2009
2. Mr Naresh Gujral 00028444 20.08.2014
3. Ms Rishma Kaur 00043154 14.04.2011
4. Mr Kuldip Singh Dhingra 00048406 17.07.1991
5. Mr Gurbachan Singh Dhingra 00048465 14.05.1993
6. Mr Anoop Hoon 00686289 01.02.2019
7. Mr Kanwardip Singh Dhingra 02696670 03.08.2011
8. Mrs Sonu Halan Bhasin 02872234 01.02.2019
9. Mr Abhijit Roy 03439064 11.02.2011
10. Dr Anoop Kumar Mittal 05177010 19.03.2020
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This Certificate has been issued relying
on the documents and information as mentioned herein above and as were made available to us or as came to our knowledge for
verification without taking any cognizance of any legal dispute(s) or sub-judice matters which may have effect otherwise, if ordered
so, by any concerned authority(ies). This certificate is also neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
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Opinion
We have audited the accompanying standalone financial statements of Berger Paints India Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss, including the statement of Other Comprehensive Income,
the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2022, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended
on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with
the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2022. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond
to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
standalone financial statements.
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Key audit matters How our audit addressed the key audit matter
Recognition of revenue (as described in Note 3.4 and 32 of the standalone financial statements)
The Company recognizes revenues when the control of goods and/ Our audit procedures included the following:
or services are transferred to the customer at an amount that reflects • We read and evaluated the Company’s revenue recognition policy
the net consideration, which the Company expects to receive for and assessed its compliance in terms of Ind AS 115 ‘Revenue from
those goods and/or services from customers in accordance with the contracts with customers’.
terms of the contracts. In determining the sales price, the Company
• We assessed the design and tested the operating effectiveness of
considers the effects of applicable rebates, and discounts (variable
internal controls related to sales and applicable rebates/discounts.
consideration).
• We performed test for a sample of sales transactions by comparing
The terms of sales arrangements, including the timing of transfer of the underlying sales invoices, sales orders and other related
control, based on the terms of relevant contract and nature of discount documents to assess that revenue is recognized on transfer
and rebates arrangements, create complexities that require judgment of control to the customer in accordance with the terms of the
in determining sales revenues. contract.
• We tested on a sample basis rebates and discount schemes as
Considering the above factors and the risk associated with revenue
approved by the management to assess its accounting. For the
recognition, we have determined the same to be a key audit matter.
samples selected, we also compared that the actual rebates and
discounts recognized in respect of particular schemes do not
exceed their approved amounts.
• We tested on a sample basis, that revenue has been recognized
in the proper period with reference to the supporting documents
including confirmations from customers.
• We read and assessed the relevant disclosures made in the
standalone Ind AS financial statements.
Impairment Assessment of Investments in subsidiaries and joint ventures (as described in Note 42 of the standalone
financial statements)
The carrying values of the Company’s investments in subsidiaries Our audit procedures included the following:
and joint ventures are assessed annually by management for potential • We have obtained and discussed with management and evaluated the
indicators of impairment by reference to the requirements under key judgements/assumptions underlying management’s assessment
Ind AS 36 “Impairment of Assets”. Accordingly, management has of potential indicators of impairment.
identified impairment indicators in respect of one joint venture and • Where potential indicators of impairment were identified, we have
certain subsidiaries. As a result, an impairment assessment was assessed financial performance of subsidiaries and joint ventures
required to be performed by the Company by comparing the carrying based on their last audited financial statements and evaluated
value of these investments to their recoverable amount to determine management’s impairment assessments and assumptions around
the key drivers of the cash flow forecasts, discount rates, expected
whether an impairment was required to be recognised. growth rates and terminal growth rates used by comparison with
For the purpose of the above impairment testing, management has available financial information including aforesaid financial
statements.
determined the value in use and the fair value less costs to sell as
applicable. Value in use has been determined by forecasting and • We evaluated management estimates used in determination of fair
value less costs to sell by consideration of available market and
discounting future cash flows. Furthermore, the value in use is
financial information.
sensitive to changes in some of the inputs used for forecasting the
• We performed sensitivity analysis to determine the impact of
future cash flows. changes in the key assumptions.
Accordingly, we identified the assessment of potential impairment • We involved valuation specialists where considered necessary, to
of investments in subsidiaries and joint ventures as a key audit independently assess the assumptions and methodologies used by
matter because impairment assessment involves significant degree of the Company in computing the recoverable amount. In making this
assessment, we also assessed the objectivity, independence and
management judgement in determining the key assumptions. competency of the valuation specialists.
• We read and assessed the relevant disclosures made in the standalone
Ind AS financial statements.
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Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included
in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility
Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our
auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing
so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
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As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company
has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of
such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements for the financial year ended March 31, 2022 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3
and 4 of the Order.
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133
of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164
(2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the
operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid / provided by the Company to its
directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements – Refer Note 46(b) to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company;
iv. a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note
54(A) to the standalone Ind AS financial statements, no funds have been advanced or loaned or invested (either
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from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, other than as disclosed
in the Note 54 (A) (vii) to the Standalone Ind as financial statements no funds have been received by
the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under sub
clause (a) and (b) contain any material misstatement.
v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in
accordance with section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 31 to the standalone financial statements, the Board of Directors of the Company have proposed final
dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The
dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
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In terms of the information and explanations sought by us and given by the Company and the books of account and records
examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
property, plant and equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) All Property, plant and equipment have not been physically verified by the management during the year but there is a
regular programme of verification of all the property, plant and equipment over a period of once every three years which,
in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies
were noticed on verification carried out during the year in accordance with said programme.
(c) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements
are duly executed in favour of the lessee) included in property, plant and equipment/ right of use assets are held in the
name of the Company except 4 (four) title deeds of the immovable properties as disclosed in Note 4 and Note 45 to the
standalone financial statements, as indicated in the below mentioned cases:
Description of Gross Net carrying Held in name Whether Period held Reason for not being held
Property carrying value of promoter, – indicate in the name of Company
value (` in crores) director or range, where
(` in crores) their relative appropriate
or employee
One freehold land at 1.36 1.36 Berger Auto No 3rd March, In terms of the order
Rishra, West Bengal & Industrial 2005 dated March 3, 2005 by
Coatings the Hon’ble High Court
Limited at Calcutta approved the
Scheme of Amalgamation of
Berger Auto and Industrial
Coatings Limited with the
Company, the particular
freehold land was transferred
to the Company.
One leasehold land 0.35 0.27 Rajdoot Paints No October 01, In terms of the order dated
at Panaji, Goa Private Limited 1998 October 01, 1998, the
One leasehold land 0.27 0.14 Rajdoot Paints No October 01, Hon’ble High Court of
at Sikandrabad, Private Limited 1998 Calcutta had approved the
Uttar Pradesh Scheme of Amalgamation
of Rajdoot Paints Private
One leasehold land 0.05 0.03 Rajdoot Paints No October 01, Limited with the Company
at Chandigarh Private Limited 1998 with effect from October 01,
1998. In terms of said order,
all the aforesaid leasehold
land parcels held by Rajdoot
Paints Private Limited was
transferred to the Company.
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(d) The Company has not revalued its property, plant and equipment (including Right-of-use assets) or intangible assets during
the year ended March 31, 2022. Therefore, the requirement to report in terms of clause 3(i)(d) is not applicable.
(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition
of Benami Property Transactions Act, 1988 and rules made thereunder. Therefore, the requirement to report in terms of
clause 3(i)(e) is not applicable.
(ii) (a) The inventory has been physically verified by the management during the year except for inventories lying with third
parties. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure
for such verification is appropriate. Inventories lying with third parties have been confirmed by them as at March 31, 2022.
No discrepancies of 10% or more in aggregate for each class of inventory were noticed on such physical verification or
aforesaid confirmation received from the third parties.
(b) As disclosed in note 25 to the financial statements, the Company has been sanctioned working capital limits in excess of
`5 crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on
the records examined by us in the normal course of audit of the financial statements, the quarterly returns/statements filed
by the Company with such banks are in agreement with the books of account of the Company.
(iii) (a) During the year the Company has provided loan, advances in the nature of loans and stood guarantees or provided
securities to the companies as follows:
` in Crores
Loans Guarantees
Aggregate amount granted/provided during the year 10.96 -
- Subsidiary
Balance outstanding as at balance sheet date in respect of the above Subsidiary 10.96 227.73
(including guarantees provided in prior year that are outstanding as at the year end) (out of which amount
outstanding at year end
amounts to `122.93 crores)
During the year the Company has not provided loans or advance in the nature of loans and stood guarantee or provided security
to firms, Limited Liability Partnerships or any party other than as mentioned above.
(b) During the year the investments made by the Company and the terms and conditions of loans and guarantees provided by
the Company are not prejudicial to its interests.
(c) In respect of loan provided by the Company, the schedule of repayment of principal and payment of interest has been
stipulated. Repayment of principal had not fallen due during the year. Payment of interest has been stipulated and
receipts are regular.
(d) In respect of loans granted by the Company, no amounts were overdue for more than ninety days during the year.
(e) There were no loans or advances in the nature of loan granted to companies, firms, limited liability partnerships or any
other parties which had fallen due during the year.
(f) The Company has not granted any loan or advance in the nature of loan, that are either repayable on demand or as per the
terms and conditions which don’t specify period of repayment. Accordingly, the requirement to report on clause 3(iii)(f)
of the Order is not applicable to the Company.
(iv) Loans, investments, guarantees and security in respect of which provisions of sections 185 and 186 of the Companies Act, 2013
are applicable have been complied with by the Company.
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(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within
the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the
requirement to report on clause 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government
for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of Company’s
products, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not,
however, made a detailed examination of the same.
(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including goods and services
tax, provident fund, employees’ state insurance, income-tax, duty of customs, cess and other statutory dues applicable to
it, though there have been slight delays in a few cases. During the year, the Company did not have any undisputed dues
towards sales-tax, service tax, duty of excise and value added tax. No undisputed amounts payable in respect of aforesaid
dues were outstanding at the year-end for a period of more than six months from dates when they became payable.
(b) The dues of goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of
custom, duty of excise, value added tax, cess, and other applicable statutory dues that have not been deposited on account
of any dispute, are as follows:
Name of Nature Amount Period to which the amount relates Forum where
the statute of dues (`in Crores)* (Financial Year) dispute is pending
The Central Excise Act, Excise Duty/ 1.04 2012-2013, April' 2017 to June'2017 & Adjudicating Authority
1944, Finance Act, 1994 Service quarter ended Sept'2017 and June'2018
and Customs Act, 1962 Tax/Customs 0.09 March 2016 to June 2017 Commissioner (Appeals)
16.95 April 2003 to January 2010, April 2011 Customs Excise Service
to Dec 2014 & 2006-07 to 2015-16 Tax Appellate Tribunal (CESTAT)
The Central Sales Tax Sales Tax/Value 11.98 1996-1997, 1999-2000 to 2001-2002, Appellate and Revisional Board
Act, 1956 and The added Tax 2003-2004 to 2005-2006, 2017-2018
Value Added Tax Act, 10.42 1983-1984, 1984-1985, 1988-1989, Appellate Authority
2005 1989-1990, 1991-1992, 1992-1993,
1993-1994, 1995-1996, 1996-1997,
1999-2000, 2000-2001 to 2017-2018
and 2018-19
3.42 1998-1999, 1999-2000, 2001-2002, Taxation Tribunal
2003-2004 & 2014-2015
2.62 1994-1995, 1996-1997, 1997-1998, High Courts
2003-2004, 2005-2006 to 2007-2008,
2009-2010, 2012-2013, 2013-2014 &
2015-2016 to 2017-2018
Goods and Service Tax Goods and 3.06 2017-18 to 2020-21 and April 21 to Adjudicating Authority
Act, 2017 Service Tax September 2021
0.18 2018-19 First Appellate Authority -
Deputy Commissioner Appeal
0.09 Oct 17 - Oct 18 First Appellate Authority -
Joint Commissioner of Appeal
Income Tax Act, 1961 Income Tax 7.15 2015-16 & 2017-18 Commissioner of Income Tax
(Appeals)
* Net of amount deposited on account of dispute.
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(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments
under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is
not applicable to the Company.
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(c) The Company did not have any term loans outstanding during the year hence, the requirement to report on clause (ix)(c)
of the Order is not applicable to the Company.
(d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used
for long-term purposes by the Company.
(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity
or person on account of or to meet the obligations of its subsidiaries, or joint ventures.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries or joint ventures. Hence,
the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.
(x) (a) The Company has not raised any money during the year by way of initial public offer/further public offer (including
debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.
(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally
convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is
not applicable to the Company.
(xi) (a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year.
(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/
secretarial auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with
the Central Government.
(c) There are no whistle blower complaints received by the Company during the year. Hence, the requirement to report on clause
3(xi)(c) of the Order is not applicable to the Company.
(xii) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on
clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.
(xiii) Transactions with the related parties are in compliance with the provision of sections 177 and 188 of Companies Act, 2013 where
applicable and the details have been disclosed in the notes to the financial statements as required by the applicable accounting
standards.
(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.
(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been
considered by us.
(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence
requirement to report on clause 3(xv) of the Order is not applicable to the Company.
(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Therefore,
the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
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(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to
report on clause (xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Therefore, the
requirement to report on clause 3(xvi) of the Order is not applicable to the Company.
(d) There is no Core Investment Company as a part of the Group. Therefore, the requirement to report on clause 3(xvi)(d) of the
Order is not applicable to the Company.
(xvii) The Company has not incurred cash losses in the current year and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Therefore, the requirement to report on Clause 3(xviii) of the
Order is not applicable to the Company.
(xix) On the basis of the financial ratios disclosed in Note 52 to the standalone financial statements, ageing and expected dates of realization
of financial assets and payment of financial liabilities, other information accompanying the Company’s financial statements, our
knowledge of the plans of the Company’s Board of Directors and management’s and based on our examination of the evidence
supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on
the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when
they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither
give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.
(xx) (a) There are no unspent amounts in respect of other than ongoing projects that are required to be transferred to a fund specified in
Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This
matter has been disclosed in Note 40.2 to the Company’s standalone financial statements.
(b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance
of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in Note 40.2 to the standalone
financial statements.
UDIN: 22055596AJQIRO3915
Place: Kolkata
Date: May 26, 2022
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We have audited the internal financial controls with reference to standalone financial statements of Berger Paints India Limited (“the
Company”) as of March 31, 2022 in conjunction with our audit of the standalone financial statements of the Company for the year
ended on that date.
The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to these standalone financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, as specified under section 143(10) of the Act, to the
extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls with reference to these standalone financial statements was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference
to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to
standalone financial statements included obtaining an understanding of internal financial controls with reference to these standalone
financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls with reference to these standalone financial statements.
Meaning of Internal Financial Controls With Reference to these Standalone Financial Statements
A company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal financial controls with reference to standalone financial
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statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls With Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to
future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial
statements and such internal financial controls with reference to standalone financial statements were operating effectively as at
March 31, 2022, based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note issued by the ICAI..
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STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2022
` in Crores
Notes Year Ended Year Ended
March 31, 2022 March 31, 2021
Income
Revenue from operations 32 7,740.93 6,021.41
Other income 33 63.12 55.77
Expenses
Cost of materials consumed 34 4,504.30 3,057.94
Purchases of traded goods 35 691.40 564.41
(Increase)/decrease in inventories of finished goods, work-in-progress and traded goods 36 (349.61) (183.77)
Employee benefits expense 37 400.58 352.71
Finance costs 38 42.93 33.22
Depreciation and amortisation expense 39 197.53 186.12
Other expenses 40 1,311.73 1,133.17
Tax expense
Current tax 258.81 240.55
Deferred tax expense /(credit) 23 (3.48) (2.75)
255.33 237.80
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STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2022
* Refer Note 55
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STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2022
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STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2022
` in Crores
Particulars 31.03.2022 31.03.2021
A. Cash flows from operating activities:
Profit before tax 1,005.19 918.58
Adjustments to reconcile profit before tax to net cash flows :
Depreciation and amortisation expense 197.53 186.12
(Gain)/loss on sale/discard of Property, plant and equipment (5.55) (0.07)
Share based payment to employees 5.56 2.90
Sundry balances written back (4.51) -
Gain on early termination of leases (1.26) (2.04)
Corporate guarantee Income (0.66) (1.60)
Impairment of investments in subsidiary (Refer Note 40.3) - 14.80
Unrealised foreign exchange (gain)/loss 0.80 (2.39)
Net gain on sale of mutual fund investments measured at Fair Value Through Profit or Loss (FVTPL) (6.48) (6.61)
Fair value gain on mutual fund investments measured at Fair Value Through Profit or Loss (FVTPL) (0.73) (3.29)
Dividend income (2.71) (3.92)
Finance costs 42.93 33.22
Interest income (14.15) (13.24)
Operating profit before working capital changes 1,215.96 1,122.46
Adjustments for :
Increase in trade payables 298.16 397.05
Increase in other financial liabilities 8.71 14.71
Increase in other liabilities 7.75 24.10
Increase/(decrease) in provisions 2.20 (2.38)
Increase in loans, deposits and other financial assets (18.92) (27.28)
Increase in other assets (77.16) (5.53)
(Increase)/decrease in trade receivables 3.03 (280.04)
Increase in inventories (650.97) (331.76)
Cash generated from operations 788.76 911.33
Direct taxes paid (net of refunds) (270.15) (234.61)
Net cash flows from operating activities (A) 518.61 676.72
B. Cash flows from investing activities:
Purchase of Property, plant and equipment and intangible assets (including capital work in progress) (712.75) (164.15)
Proceeds from sale of Property, plant and equipment and intangible assets 8.60 0.84
Investment in joint venture and subsidiaries (95.55) (91.19)
Advances for share application money pending allotment (2.84) -
Proceeds from sale of current investments 1,129.29 868.99
Purchase of current investments (983.01) (881.56)
Proceeds from maturity of fixed deposits with banks 387.52 1,645.57
Investment in fixed deposits with banks (288.66) (1,851.60)
Dividend received 2.71 3.92
Interest received 16.73 10.55
Net cash flows used in investing activities (B) (537.96) (458.63)
C. Cash flows from financing activities:
Proceeds from issuance of equity share capital* 0.00 0.01
Net movement in cash credit (4.88) (6.92)
Other short term borrowings taken 3,020.00 1,400.00
Repayment of other short term borrowings (2,655.00) (1,460.10)
Payment of principal portion of lease liabilities (72.16) (73.57)
Interest paid (21.35) (13.35)
Dividend paid (271.96) (29.14)
Net cash flow used in financing activities (C ) (5.35) (183.07)
Net increase in cash and cash equivalents [A+B+C] (24.70) 35.02
Cash and cash equivalents as at the beginning of the year (Refer Note 15) 90.68 55.66
Cash and cash equivalents as at end of the year (Refer Note 15) 65.98 90.68
Components of cash and cash equivalents
Balances with banks (Refer Note 15):
– On current accounts 50.22 70.64
– Deposits with original maturity of less than three months 11.50 14.00
Cheques/drafts on hand 3.96 5.59
Cash on hand 0.30 0.45
Total cash and cash equivalents 65.98 90.68
* Refer Note 55
Summary of significant accounting policies 3
The accompanying notes are an integral part of the Standalone Ind AS financial statements.
As per our report of even date
For S.R. BATLIBOI & CO. LLP For and on behalf of Board of Directors of Berger Paints India Limited
Chartered Accountants
Firm Registration Number 301003E/E300005
per Bhaswar Sarkar Kuldip Singh Dhingra – Chairman
Partner Gurbachan Singh Dhingra – Vice-Chairman
Membership Number : 055596 Abhijit Roy – Managing Director & CEO
Place: Kolkata Srijit Dasgupta – Director-Finance & CFO
Dated: May 26, 2022 Arunito Ganguly – VP & Company Secretary
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
1. Corporate Information
Berger Paints India Limited (‘BPIL’ or ‘the Company’) is a public limited company domiciled in India and is incorporated under
the provisions of the Companies Act applicable in India. Its shares are listed on three stock exchanges in India. The Company is
engaged in the manufacturing and selling of paints. The Company caters primarily to domestic market. The registered office of
the Company is located at Berger House, 129 Park Street, Kolkata-700 017.
These Ind AS financial statements were approved for issue in accordance with a resolution of the Board of Directors
on May 26, 2022.
2. Basis of Preparation
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified
under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of
Division II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as applicable to the financial statements.
These Ind AS financial statements have been prepared on a historical cost basis, except for certain assets and liabilities which
have been measured at fair values (refer accounting policy regarding financial instruments). The Ind AS financial statements
are presented in INR and all values are rounded-off to the nearest crores with 2 decimal places (INR 00, 00, 000), except when
otherwise indicated.
The Company has prepared the financial statements on the basis that it will continue to operate as a going concern.
The standalone financial statements provide comparative information in respect of the previous period. Accounting policies
have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated
as current when it is:
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
Items included in the Ind AS financial statements of the Company are measured using the currency of the primary economic
environment in which the Company operates ('the functional currency'). The Ind AS financial statements are presented in Indian
Rupee (INR), which is the Company's functional and presentation currency.
Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rates (i.e., INR) at the
date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated
at the functional currency spot rates of exchange at the reporting date.
Foreign exchange gains and losses resulting from the settlement of transactions in foreign currencies and from the translation of
monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in Statement
of Profit and Loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
at the dates of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary
items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item
(i.e., translation differences on items whose fair value gain or loss is recognised in Other Comprehensive Income (OCI) or
Statement of Profit and Loss (SPL) are also recognised in OCI or SPL, respectively).
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset
or transfer the liability takes place either:
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their best economic interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits
by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest
and best use.
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Ind AS financial statements are categorised within
the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as
a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the Ind AS financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an
amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The
Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or
services before transferring them to the customer.
Sale of Goods
Revenue from sale of goods is recognised on transfer of control in the goods to customers at a point of time by performance
of obligation towards delivery or as per customers’ instruction. The normal credit term is 30 to 90 days upon delivery. The
revenue is based on the consideration defined in the contract with a customer, including variable consideration, such as discounts,
volume rebates, rights to return or other contractual reductions. As the period between the date on which the Company transfers
the promised goods to the customer and the date on which the customer pays for these goods is generally one year or less, no
financing components are considered. The Company considers whether there are other promises in the contract that are separate
performance obligations to which a portion of the transaction price needs to be allocated.
The Company provides volume rebates to certain customers once the quantity of products purchased by the customers during the
period exceeds a threshold specified in the contract. Generally, rebates are offset against the amounts payable by the customer. To
estimate the variable consideration for the expected future rebates, the Company applies the expected value method.
Certain contracts provide a customer with a right to return the goods within a specified period. The Company uses the expected
value method to estimate the goods that will not be returned because this method best predicts the amount of variable consideration
to which the Company will be entitled. The requirements in Ind AS on constraining estimates of variable consideration to are also
applied in order to determine the amount of variable consideration that can be included in the transaction price.
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
Revenue from contracts with customers for combined output comprising of goods and services for which consideration receivable
by the Company is determined on the basis of surface area painted is recognised at a point of time when such combined output is
delivered to customers’ satisfaction as per agreed milestones and customers acknowledge their obligation to pay for such output
in accordance with terms and condition of underlying contracts. Obligations under each milestone are performed over short
durations of not more than a month.
Interest income
Interest income is accrued on a time proportion basis, by reference to the principal outstanding and effective interest rate applicable.
Dividend income
Dividend income from investments is recognised when the right to receive payment has been established.
Trade receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time
is required before payment of the consideration is due). Refer to accounting policies of financial assets in section “Financial
instruments – initial recognition and subsequent measurement”. Also refer Note no. 3.20.
Government grants and subsidies are recognised where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with.
When the grant or subsidy relates to revenue and is not relatable to the corresponding costs, it is recognised as income on a
systematic basis in the Statement of Profit and Loss, under Other Operating Revenue over the periods necessary to match them
with the related costs, which they are intended to compensate. When the grant or subsidy relates to an asset, it is deducted from
the carrying amount of the asset. The grant is recognised in the Statement of Profit and Loss over the useful life of the depreciable
asset, by way of a reduced depreciation charge.
When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released
to Statement of Profit and Loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e.,
by equal annual instalments.
3.6. Taxes
Current income-tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities
in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the
Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at
the reporting date.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI
or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The group shall reflect the
effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on
which method predicts better resolution of the treatment.
Deferred Tax
Deferred tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the Ind AS financial statements at the reporting date. Deferred income tax is not accounted for if
it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting profit nor taxable profit (tax loss).
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax
assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the
entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
Current and deferred tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised
in Other Comprehensive Income (OCI) or directly in equity. In this case, the tax is also recognised in OCI or directly in equity,
respectively.
In the situations where the Company is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws
prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognized in respect of
temporary differences which reverse during the tax holiday period, to the extent the Company’s gross total income is subject to
the deduction during the tax holiday period. Deferred tax in respect of temporary differences which reverse after the tax holiday
period is recognized in the year in which the temporary differences originate. However, the Company restricts recognition of
deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future
taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred taxes, the
temporary differences which originate first are considered to reverse first.
Expenses and assets are recognised net of the amount of Goods and Service Tax paid, except:
When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the
tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable.
When receivables and payables are stated with the amount of tax included, the net amount of tax recoverable from, or payable
to, the taxation authority is included as part of receivables or payables in the balance sheet.
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
Property, plant and equipment are carried at cost of acquisition, on current cost basis less accumulated depreciation and
accumulated impairment, if any. Cost comprises purchase price and directly attributable cost of bringing the asset to its working
condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Such cost includes
the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition
criteria are met. Machinery spares which can be used only in connection with an item of property, plant and equipment and whose
use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets.
When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately
based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount
of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are
recognised in Statement of Profit and Loss as incurred. The present value of the expected cost for the decommissioning of an
asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Refer to Note
42 regarding significant accounting judgements, estimates and assumptions and provisions for further information about the
recorded decommissioning provision.
Depreciation is provided on Straight Line method over the useful lives of property, plant and equipment as estimated by
management. Pursuant to Notification of Schedule II of the Companies Act, 2013 depreciation is provided prorata basis on
straight line method at the rates determined based on estimated useful lives of property, plant and equipment where applicable,
prescribed under Schedule II to the Companies Act 2013 with the exception of the following items for which useful lives as
estimated by management based on technical evaluation are different from those specified in aforesaid Schedule II.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit
and Loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate. The Company also considers the impact of health, safety and environmental
legislation in its assessment of expected useful lives and estimated residual values.
Cost of assets not ready for intended use, as at the balance sheet date, is shown as capital work in progress.
Capital work in progress is stated at cost, net of accumulated impairment loss, if any.
Intangible Assets are recognized only when future economic benefits arising out of the assets flow to the enterprise and are
amortised over their useful life ranging from 3 to 5 years. Intangible assets acquired separately are measured on initial recognition
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at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated
impairment losses, if any. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the
related expenditure is reflected in Statement of Profit and Loss in the period in which the expenditure is incurred.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.
Research is original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge
and understanding. Expenditure incurred on research of an internal project is recognised as an expense in Statement of Profit and
Loss, when it is incurred.
Development is the application of research findings or other knowledge to a plan or design for the production of new or
substantially improved materials, devices, products, processes, systems or services before the start of commercial production or
use. An intangible asset arising from development is recognised if, and only if, the following criteria are met:
(a) it is technically feasible to complete the intangible asset so that it will be available for use or sale.
(b) the Company intends to complete the intangible asset and use or sell it.
(c) the Company has ability to use or sell the intangible asset.
(d) the Company can demonstrate how the intangible asset will generate probable future economic benefits.
(e) the Company has adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset.
(f) the Company has ability to measure reliably the expenditure attributable to the intangible asset during its development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated
amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is
available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the Statement
of Profit and Loss unless such expenditure forms part of carrying value of another asset.
During the period of development, the asset is tested for impairment annually.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use (known as Qualifying assets) or sale are capitalised as part of the cost of the asset.
Borrowing Costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency
borrowings to the extent they are regarded as an adjustment to the borrowing costs. Discount on Commercial papers is amortised
over the tenor of the underlying instrument. Borrowing Costs, allocated to and utilised for qualifying assets, pertaining to the
period from commencement of activities relating to construction / development of the qualifying asset upto the date the asset is
ready for its intended use is added to the cost of the assets. Capitalisation of Borrowing Costs is suspended and charged to the
Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.
All other borrowing costs are expensed in the period they occur.
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
3.11. Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
i) Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the present value of lease payments
to be made over the lease term, initial direct costs incurred, and lease payments made at or before the commencement date
less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease
term and the estimated useful lives of the assets, as follows:
If ownership of the leased asset transfers to the company at the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 3.13 Impairment of
non-financial assets.
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be
paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the company and payments of penalties for terminating the lease, if the lease term reflects the
company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised
as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the
lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
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The Company applies the short-term lease recognition exemption to its short-term leases of properties taken on rent
(i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option). It has not opted for low-value assets recognition exemption. Lease payments on short-term leases are recognised as
expense on a straight-line basis over the lease term.
As a lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as
operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset
and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period
in which they are earned.
3.12. Inventories
Raw materials, stores and spares and packing materials are valued at lower of cost and estimated net realisable value. Cost is
determined on weighted average basis. However, materials and other items held for use in the production of inventories are not
written down below cost if the finished products in which they will be incorporated are expected to be sold are at or above cost.
Finished goods and Work-in-process are stated at the lower of cost and estimated net realisable value. Cost of inventories
constitutes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity.
Traded goods are valued at lower of cost and net realizable value. Cost includes cost of purchase and other costs incurred in
bringing the inventories to their present location and condition. Cost is determined on a weighted average basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
estimated costs necessary to make the sale.
Provision is recognised for damaged, defective or obsolete stocks where necessary. Cost of all inventories is determined using
weighted average method of valuation.
The Company assesses at each reporting date whether there is an indication that an asset (including goodwill) may be impaired.
If any indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of
an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups
of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price,
recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation
model is used.
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NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2022
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the
asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in
the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal
is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that
would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal
is treated as a revaluation increase.
Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when
circumstances indicate that the carrying value may be impaired.
A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past event; it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. The expense relating to a provision is presented in the Statement of Profit and Loss.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
The Company records a provision for decommissioning costs for its certain manufacturing facilities. Decommissioning costs
are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognised as
part of the cost of the particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to
the decommissioning liability. The unwinding of the discount is expensed as incurred and recognised in the Statement of Profit
and Loss as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate.
Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
If the Company has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision.
However, before a separate provision for an onerous contract is established, the Company recognises any impairment loss that has
occurred on assets dedicated to that contract.
An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Company cannot avoid because it
has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of
fulfilling it and any compensation or penalties arising from failure to fulfil it. A contingent liability is a possible obligation that
arises from past events whose existence will be confirmed by the occurrence or non‐occurrence of one or more uncertain future
events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow
of resources will be required to settle the obligation. The Company does not recognize a contingent liability but discloses its
existence in the Ind AS financial statements.
Liabilities for short-term employee benefits that are expected to be settled wholly within 12 months after the end of the period
in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting
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period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as
'Employee Benefits Payable' within 'Other Financial Liabilities' in the Balance Sheet.
Post-employment Benefits
a. Superannuation
Contribution made to Superannuation Fund for certain employees are recognised in the Statement of Profit and Loss as
and when services are rendered by employees. The Company has no liability for future Superannuation Fund benefits
other than its contribution.
b. Provident Fund
Contributions in respect of Employees who are not covered by Company’s Employees Provident Fund Trust are made
to the Fund administered by the Regional Provident Fund Commissioner as per the provisions of Employees’ Provident
Fund and Miscellaneous Provisions Act, 1952 and are charged to Statement of Profit and Loss as and when services
are rendered by employees. The Company has no obligation other than the contribution payable to the Regional
Provident Fund.
a. Gratuity
Every employee who has completed five years or more of service is entitled to Gratuity as per the provisions of The
Payment of Gratuity Act, 1972. Retirement Gratuity for employees, is funded through a scheme of Life Insurance
Corporation of India. The costs of providing benefits under this plan are determined on the basis of actuarial valuation
using the projected unit credit method at each year-end. Actuarial gains/losses are immediately recognised in retained
earnings through Other Comprehensive Income in the period in which they occur. Re-measurements are not re-classified
to Statement of Profit and Loss in subsequent periods. The excess / shortfall in the fair value of the plan assets over the
present value of the obligation calculated as per actuarial methods as at balance sheet dates is recognised as a gain / loss
in the Statement of Profit and Loss. Any asset arising out of this calculation is limited to the past service cost plus the
present value of available refunds and reduction in future contributions.
b. Provident Fund
In respect of the employees covered by the Company’s Employee Provident Fund Trust in Point I b above, contributions
to the Company’s Employees Provident Fund Trust (administered by the Company as per the provisions of Employees'
Provident Fund and Misc. Provisions Act, 1952) are made in accordance with the fund rules. The interest rate payable to
the beneficiaries every year is being notified by the Government.
In the case of contribution to the Trust, the Company has an obligation to make good the shortfall, if any, between the
return from the investments of the Trust and the notified interest rate and recognizes such obligation, if any, determined
based on an actuarial valuation as at the balance sheet date, as an expense.
The Company treats accumulated leave to the extent such leave are carried forward as long-term employee benefit for
measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the
projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the Statement of Profit and Loss
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and are not deferred. The Company presents the leave as a current liability in the balance sheet, to the extent it does not have
an unconditional right to defer its settlement for 12 months after the reporting date. Where Company has the unconditional
legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current
liability.
Stock options are granted to the employees under the stock option scheme. The cost of stock options granted to the employees
(equity-settled awards) of the Company is the difference between fair value of equity instruments granted and the price at which
options may be exercised by concerned employees. For each stock option, the measurement of fair value is performed on the
grant date. The grant date is the date on which the Company and the employees agree to the stock option scheme. The fair value
so determined is revised only if the stock option scheme is modified in a manner that is beneficial to the employees.
Aforesaid cost of stock options is recognised, together with a corresponding increase in Employee Stock Options outstanding
account in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense.
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent
to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately
vest. The Statement of Profit and Loss expense or credit for a period represents the movement in cumulative expense recognised
as at the beginning and end of that period and is recognised in employee benefits expense.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
If the options vests in instalments (i.e., the options vest prorata over the service period), then each instalment is treated as a
separate share option grant because each instalment has a different vesting period.
Cash and cash equivalent for the purpose of presentation in cash flow statement and in the balance sheet comprise cash at banks
and on hand and short-term deposits with an original maturity of three months or less that are readily convertible to known
amounts of cash, which are subject to an insignificant risk of changes in value.
The Company uses forward currency contracts to hedge its foreign currency risks. Such forward currency contracts are initially
measured at fair value on the date on which a forward currency contract is entered into and are subsequently re-measured at
fair value. Forward currency contracts are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative. Changes in the fair value of forward contracts are recognized in the Statement of Profit and Loss
as they arise.
Basic Earnings Per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by
the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings
per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares
outstanding during the period is adjusted for the effects of all dilutive potential equity shares.
The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for
events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares
outstanding, without a corresponding change in resources.
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A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
A. Financial assets
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value
through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
For purposes of subsequent measurement, financial assets are classified in two categories:
Equity instruments measured at Fair Value Through Other Comprehensive Income (FVTOCI)
A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:
The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest
(SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest
rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortisation is included in Other Income in the Statement of Profit
and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally
applies to trade and other receivables.
Equity investments
All equity investments in scope of Ind-AS 109 are measured at fair value other than equity investments measured at deemed
cost on first time adoption of Ind AS. Equity instruments which are held for trading are classified as at Fair Value Through
Profit or Loss (FVTPL). For all other equity instruments, the Company decides to classify the same either as at FVTOCI
or FVTPL. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial
recognition and is irrevocable.
If the Company decides to classify an equity instrument at FVTOCI, then all fair value changes on the instrument, excluding
dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even
on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit and Loss.
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iii. De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company's similar financial assets) is
primarily derecognised when:
The rights to receive cash flows from the asset have expired, or
The Company has transferred substantially all the risks and rewards of the asset.
In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the following financial assets and credit risk exposure:
• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits,
trade receivables and bank balance
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on Trade receivables.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of
a financial instrument. ECL is the difference between all contractual cash flows that are due to the Company in
accordance with the contract and all the cash flows that the entity expects to receive, discounted at the original EIR.
When estimating the cash flows, an entity is required to consider:
• All contractual terms of the financial instrument (including prepayment, extension, call and similar options)
over the expected life of the financial instrument. However, in rare cases when the expected life of the financial
instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the
financial instrument.
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio
of its trade receivables. The provision matrix is based on its historically observed default rates over the expected
life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical
observed default rates are updated and changes in the forward-looking estimates are analysed.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in
the Statement of Profit and Loss (SPL). This amount is reflected under the head ‘other expenses’ in the SPL.
The balance sheet presentation for various financial instruments is described below:
• Financial assets measured at amortised cost: ECL is presented as an allowance, i.e., as an integral part of the
measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset
meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis
of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant
increases in credit risk to be identified on a timely basis.
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B. Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowing or payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts
and financial guarantee contracts.
Financial liabilities at fair value through profit or loss include derivatives, financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also
includes derivative financial instruments entered into by the Company that are not designated as hedging instruments
in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading
unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at
the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL,
fair value gains/ losses attributable to changes in own credit risks are recognized in OCI. These gains/ loss are not
subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All
other changes in fair value of such liability are recognised in the Statement of Profit and Loss.
Trade Payables
Trade payables represent liabilities for goods and services provided to the Company prior to the end of financial year
which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months
after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost
using the effective interest method.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are derecognised as
well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
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Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse
the lender for a loss it incurs because the specified borrower fails to make a payment when due in accordance with the
terms of a loan agreement. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for
transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at
the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount
recognised less cumulative amortisation.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised
in the Statement of Profit and Loss.
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously. The legally enforceable right must not be contingent on future events
and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the
Company or the counterparty.
The Company recognises a liability to make cash distributions to equity holders of the parent when the distribution is authorised
and the distribution is no longer at the discretion of the Company. As per the corporate laws in India distribution is authorised
when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
The Business Process and Risk Management Committee of the Company approved by the Board of Directors and Audit
Committee performs the function of allotment of resources and assessment of performance of the Company. Considering the level
of activities performed, frequency of their meetings and level of finality of their decisions, the Company has identified that Chief
Operating Decision Maker function is being performed by the Business Process and Risk Management Committee. The financial
information presented to the Business Process and Risk Management Committee in the context of results and for the purposes of
approving the annual operating plan is on a consolidated basis for various products of the Company. As the Company’s business
activity falls within a single business segment viz., ‘Paints’ and the sales substantially being in the domestic market, the Ind AS
financial statement are reflective of the information required by Ind AS 108 “Operating Segments”.
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MCA issued an amendment to Ind AS 116 Covid-19-Related Rent Concessions beyond 30 June 2021 to update the condition
for lessees to apply the relief to a reduction in lease payments originally due on or before 30 June 2022 from 30 June 2021. The
amendment applies to annual reporting periods beginning on or after 1 April 2021. In case a lessee has not yet approved the
financial statements for issue before the issuance of this amendment, then the same may be applied for annual reporting periods
beginning on or after 1 April 2020.
These amendments had no material impact on the standalone Ind AS financial statements of the Company.
The definition of “Recoverable amount” is amended such that the words “the higher of an asset’s fair value less costs to sell and
its value in use” are replaced with “higher of an asset’s fair value less costs of disposal and its value in use”. The consequential
amendments are made in Ind AS 105, Ind AS 16 and Ind AS 28.
These amendments had no material impact on the standalone financial statements of the Company.
The Framework is not a Standard and it does not override any specific standard. Therefore, this does not form part of a set
of standards pronounced by the standard-setters. While, the Framework is primarily meant for the standard-setter for formulating
the standards, it has relevance to the preparers in certain situations such as to develop consistent accounting policies for areas
that are not covered by a standard or where there is choice of accounting policy, and to assist all parties to understand and interpret
the Standards.
The amendments made in following standards due to Conceptual Framework for Financial Reporting under Ind AS includes
amendment of the footnote to the definition of an equity instrument in Ind AS 102- Share Based Payments, footnote to be added
for definition of liability i.e., definition of liability is not revised on account of revision of definition in conceptual framework in
case of Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets etc. The MCA has notified the Amendments to Ind
AS consequential to Conceptual Framework under Ind AS vide notification dated June 18, 2021, applicable for annual periods
beginning on or after April 1, 2021. Accordingly, the Conceptual Framework is applicable for preparers for accounting periods
beginning on or after 1 April 2021.
These amendments had no impact on the standalone financial statements of the Company.
There are no new standards that are notified, but not yet effective, upto the date of issuance of the Company’s financial statements.
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@ Represents capital subsidy recognised under Industrial Investment Promotion Policy (IIPP) 2010-15 from Government of
Andhra Pradesh.
Refer Note 46(b)(iv) for details of mortgage on certain immovable properties in relation to loan extended to its subsidiary, M/s Lusako
Trading Limited with Hongkong and Shanghai Bank (HSBC).
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## (i) Includes following assets (together constituting color bank) given under operating lease arrangements to the dealers:
` in Crores
Particulars Plant and Equipment Computer Total
Gross block at cost
As at April 1, 2020 259.70 21.59 281.29
Additions 46.74 1.11 47.85
Disposals (6.40) - (6.40)
As at March 31, 2021 300.04 22.70 322.74
Additions 54.37 0.95 55.32
Disposals (59.38) (7.28) (66.66)
As at March 31, 2022 295.03 16.37 311.40
Accumulated Depreciation
As at April 1, 2020 156.24 15.55 171.79
Charge for the year 42.17 3.04 45.21
Disposals (6.40) - (6.40)
As at March 31, 2021 192.01 18.59 210.60
Charge for the year 43.32 2.17 45.49
Disposals (59.36) (7.28) (66.64)
As at March 31, 2022 175.97 13.48 189.45
Net Block
As at March 31, 2022 119.06 2.89 121.95
As at March 31, 2021 108.03 4.11 112.14
(ii) For charge created on Property, plant and equipment refer Note 46 (b) (iv).
(iii) Title deeds of immovable properties set out in Note 4 above, are in the name of the Company except those mentioned below
which is transferred to and vested in the Company pursuant to the Schemes of Amalgamation in earlier years.
` in Crores
Gross Carrying Net Carrying Whether title
Amount Amount deed holder
As at As at As at As at is a promoter, Reason for
March 31, March 31, March 31, March 31, director or not being
Number Description Title Deeds Property
2022 2021 2022 2021 relative of held in
Assets of Title of item of Held in the held since
promoter/ the name
deeds property name of which date
director or of the
employee of company
promoter/
director
Property, plant 1 Freehold land 1.36 1.36 1.36 1.36 Berger Auto No March 3, Refer Note
and equipment at Rishra, & Industrial 2005 below
West Bengal Coatings
Limited
Note: In terms of the order dated March 3, 2005 by the Hon’ble High Court at Calcutta approving Scheme of Amalgamation of
Berger Auto and Industrial Coating Limited with the Company, the particular freehold land was transferred to the Company.
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(b) There are no projects as on each reporting period where activity has been suspended. Also there are no projects as on the reporting
period which has exceeded cost as compared to its original plan or where completion is overdue.
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Non Current
(` in Crores)
Related parties Rate of Interest Repayment Term
As at As at
March 31, 2022 March 31, 2021
Beepee Coatings Private Limited 10.96 - 5.85% Repayable in six half yearly installments after expiry
of 2 years from the date of loan given. Interest will be
accrued on quarterly basis on the outstanding balance.
The above loan is utilised by the subsidiary for its business activities.
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(i) Trade receivables are non-interest bearing and generally have credit period between 30 to 90 days.
(ii) For terms and conditions relating to related party receivables, refer Note 47.
(iii) Refer Note 50 for Movement in expected credit loss allowance on trade receivable.
* Refer Note 55.
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` in Crores
Particulars Outstanding as on March 31, 2021 from due date of payment
Current but
Less than 6 6 months – More than Total
not due 1-2 years 2-3 years
Months 1 year 3 years
Undisputed Trade Receivables
Considered good 662.09 152.45 7.59 10.02 3.75 2.71 838.61
Credit impaired 0.35 3.61 0.92 3.62 3.15 1.46 13.11
Disputed Trade Receivables
Credit impaired - - - 0.58 1.42 1.77 3.77
# Short-term deposits are made for periods varying between one day and three months, depending on the immediate cash requirements
of the Company, and it earns interest in the range of 2.50% to 3.50% p.a (March 31, 2021- 2.50% to 3.50% p.a).
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As at As at
Particulars
March 31, 2022 March 31, 2021
Berger Paints (Bangladesh) Limited 0.13 0.46
Berger Jenson & Nicholson (Nepal) Private Limited 7.44 4.94
Total 7.57 5.40
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* Refer Note 55
c) Equity shares held by the holding company and/or the subsidiaries/associates of Holding Company
As at As at
Particulars
March 31, 2022 March 31, 2021
U K Paints (India) Private Limited [Ultimate Holding Company] 48,65,45,399 48,65,45,399
Jenson & Nicholson (Asia) Limited, UK 14,06,56,782 14,06,56,782
Citland Commercial Credits Limited 3,09,15,659 3,09,15,659
Wang Investment & Finance Pvt. Ltd. 2,99,85,580 2,99,85,580
Bigg Investments & Finance Pvt. Ltd. 79,52,420 79,52,420
d) Details of shareholders holding more than 5 percent of equity shares in the Company
As per records of the Company, including its register of shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares as declared under the
relevant provisions of the Companies Act , 2013.
f) The Company has not issued any share pursuant to any contract without payment being received in cash or as fully paid up by way of
bonus shares. The Company has not bought back any shares.
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Notes:
Securities Premium - Premium received on equity shares issued including those under Employee Stock Option Plan are recognised in the
securities premium account net of utilization for bonus shares issued.
Retained Earnings - Retained earnings includes surplus in the Statement of Profit and Loss, Ind-AS related adjustments as on the date of
transition, remeasurement gains/ losses on defined benefit plans less any transfer to general reserve, dividends or other distributions paid
to shareholders.
General Reserve - Under the erstwhile Indian Companies Act 1956, a general reserve was created through an annual transfer of net
income at a specified percentage in accordance with applicable regulations, to ensure that if a dividend distribution in a given year is more
than 10% of the paid up capital of the Company for that year, the total dividend distribution is less than the total distributable results for
that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net
profit to general reserve has been withdrawn.
Share Based Payment Reserve - The Company has an Employee Stock Option Plan (ESOP) under which options to subscribe for the
Company’s shares have been granted to specific employees. The Share Based Payment Reserve is used to recognise the value of equity-
settled share-based payments to employees as part of their remuneration. The year end balance is net off options exercised by the concerned
employees. Refer to Note 44 for further details of these plans.
Capital Redemption Reserve - Represents amount equal to the face value of equity shares transferred at the time of buy-back of shares.
Capital Reserve - Includes profit on re-issue of forfeited shares.
# Recognised towards provision for decommissioning /dismantling of Property, Plant and Equipment on leasehold lands.
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` in Crores
As at As at
Particulars
March 31, 2022 March 31, 2021
Opening balance 26.38 29.14
Tax expense/(income) during the period recognised in Statement of Profit and Loss (3.48) (2.75)
Tax expense/(income) during the period recognised in OCI 0.28 (0.01)
Closing balance 23.18 26.38
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate:
` in Crores
Year Ended Year Ended
Particulars
March 31, 2022 March 31, 2021
Accounting Profit before Income tax 1,005.19 918.58
Profit before income tax multiplied by standard rate of corporate tax in India of 25.168% 252.99 231.19
(March 31, 2021: 25.168%)
Effects of:
Permanent differences affecting income tax expense:
Additional deduction allowed in respect of R&D Expenditure (0.22) (0.47)
Disallowance of exceptional item (impairment) (refer Note 40.3) - 3.71
Other miscellaneous disallowances/(allowance) 2.84 3.38
Net effective income tax 255.61 237.81
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Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate:
` in Crores
Year Ended Year Ended
Particulars
March 31, 2022 March 31, 2021
(i) Tax expense reported in the Statement of Profit and Loss
Current tax 258.81 240.55
Deferred tax /(credit) (3.48) (2.75)
(ii) Income tax credit recognised in Other Comprehensive Income 0.28 0.01
Total 255.61 237.81
Cash Credits from banks are secured by way of first charge on book debts, stock and other current assets ranking pari passu between the
lenders (first pari passu charge over entire current assets). Cash Credit is repayable on demand and carries interest in the range of 6.00%
to 9.00% per annum (March 31, 2021: 6.50%-9.15 % per annum).
Commercial paper carried an interest at 3.29%-4.08% per annum as at March 31, 2022 (March 31, 2021: 3.51%-4.00% per annum) and
are repaid within the maturity period of maximum 90 days.
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Note 26.1. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under to the extent the
Company has received intimation from the suppliers regarding their status under the Act.
` in Crores
As at As at
Particulars
March 31, 2022 March 31, 2021
Principal amount remaining unpaid at the end of the year * 62.06 52.45
Interest due thereon remaining unpaid at the end of the year
5.49 4.48
67.55 56.93
Delayed payment of Principal amount paid beyond appointed date during the entire financial year 206.21 235.93
Interest actually paid under Section 16 of the Act during the entire accounting year - -
Amount of Interest due and payable for the period of delay in making the payment (which have been
paid but beyond the appointed day during the year) but without adding interest specified under this Act. 0.95 1.59
Amount of Interest due and payable for the period (where principal has been paid but interest under the
MSMED Act not paid) - -
Interest accrued and remaining unpaid at the end of the year 1.01 1.65
The amount of further interest remaining due and payable even in succeeding years, until such date
when the interest dues as above are actually paid to the Micro and Small Enterprises for the purpose of 5.49 4.48
disallowances as deductible expenditure under Section 23 of this Act
* Includes outstanding in respect of capital creditors as on March 31, 2022: `3.12 crores (March 31, 2021 : ` Nil) [Refer Note 27].
Terms and conditions of the above trade payables:
Trade payables are non interest bearing and are normally settled on 45-90 days terms.
For terms and conditions of transactions with related parties, refer Note 47b.
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` in Crores
As at March 31, 2021
Outstanding for following periods from due date of payment
Particulars Total
Less than More than
Unbilled Not Due 1-2 years 2-3 years
1 year 3 years
Total outstanding dues of micro enterprises and small - 42.98 10.58 1.37 0.57 1.43 56.93
enterprises
Total outstanding dues of creditors other than micro 389.46 773.63 167.59 8.52 4.31 8.78 1352.29
enterprises and small enterprises
There are no outstanding disputed dues of micro enterprises and small enterprises and creditors other than micro enterprises and small
enterprises.
@ Includes deposit on account of tender, supply-apply contracts and colour bank machines.
* Includes outstanding dues of micro enterprises and small enterprises creditors- `3.12 crores (March 31, 2021: ` Nil).
[ Refer Note 26.1]
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` in Crores
Particulars
Year ended Year ended
March 31, 2022 March 31, 2021
A. Revenue disaggregated based on nature of product or services
(i) Revenue from contracts with customers
Revenue from sale of paints and allied products (net of rebates and discounts) * 7,520.07 5,716.66
Revenue from combined contracts ** 119.09 227.68
7,639.16 5,944.34
(ii) Other operating revenues
Sale of Scrap 15.02 8.99
Income from government grant 65.36 45.01
Others 21.39 23.07
101.77 77.07
Total 7,740.93 6,021.41
B. Revenue from contracts with customers disaggregated based on geography
India 7,612.10 5,922.00
Outside India 27.06 22.34
Total 7,639.16 5,944.34
* Revenue from sale of goods is recognised on transfer of control in the goods to customers at a point of time by performance of
obligation towards delivery or as per customers’ instruction. (Also refer Note 3.4).
** Revenue from combined contract represents supply apply contracts and is recognised at a point of time when such combined output
is delivered to customers’ satisfaction as per agreed milestones and customers acknowledge their obligation to pay for such output
in accordance with terms and condition of underlying contracts. (Also refer Note 3.4).
The Company provides agreed upon performance warranty for selected range of products and services. The amount of liability
towards such warranties is immaterial.
Note 32.2. Reconciliation of gross revenue with revenue from contracts with customers
` in Crores
Year ended Year ended
Particulars March 31, 2022 March 31, 2021
Gross revenue 8,942.59 7,003.92
Less: rebates and discounts 1,303.43 1,059.58
Net revenue recognised from contracts with customers 7,639.16 5,944.34
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Note 36. (Increase)/Decrease in inventories of finished goods, work-in-progress and traded goods
` in Crores
Year ended Year ended
Particulars March 31, 2022 March 31, 2021
Opening Stock
Work-in-progress 96.33 65.55
Finished goods 775.88 671.15
Traded goods 135 .39 82.94
1,007.60 819.64
Stock Adjustment @ - 4.19
Closing Stock
Work-in-progress 133.19 96.33
Finished goods 1,095.92 775.88
Traded goods 128.10 135.39
1,357.21 1,007.60
(Increase)/Decrease in inventories of finished goods, work-in-progress and traded goods (349.61) (183.77)
@ Represents finished goods used for purposes other than sale.
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# Corporate Social Responsibility expensed `17.37 Crores (March 31, 2021: `15.61 Crores) includes programme run by the Company
for promoting employment enhancing vocational skill programme named 'iTrain.
@ Represents CSR activity undertaken during the year for which contractual payment was made subsequent to the year-end.
In compliance with the provisions laid under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021,there was no amount unspent for
the year ended March 31, 2022. Amount available for set off in succeeding financial years `0.33 crore (March 31, 2021: `0.12 crore).
The Company had in earlier years provided for impairment amounting to `71.40 crores in the carrying value of its investment in its wholly
owned subsidiary, Berger Paints Cyprus Limited (BPCL) on account of losses sustained by the ultimate wholly owned subsidiary Berger
Paints Overseas Limited (BPOL) due to downturn in Russian economy which were reflected in the consolidated financial position of the
Company. BPOL continued to make losses and hence, the Company had made an assessment of the fair value less costs to sell of the
investments in Berger Paints Overseas Limited taking into account management’s best estimate of the estimated fair value less costs to sell
of the carrying value of assets and liabilities of the wholly owned subsidiary. Based on such assessment and improvement in performance
of BPOL during the year ended December 31, 2021, no further provision has been considered necessary in this regard. Management
believes that the ongoing conflict between Ukraine and Russia will not adversely impact the subsidiary's future performance but will
continue to closely monitor such performance and assess impact thereof on the carrying value of the Company's investment.
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As at As at
Particulars
March 31, 2022 March 31, 2021
(B) Changes in fair value of plan assets
Fair Value of Plan Assets as at year beginning 45.35 38.17
Interest Income 3.06 2.71
Remeasurements (gains)/losses
-Return on plan assets greater/ (lesser) than discount rate (0.26) (0.28)
Employer's Contribution 3.99 8.88
Benefits Paid (3.75) (4.13)
Fair Value of Plan Assets as at year end 48.39 45.35
As at As at
Particulars
March 31, 2022 March 31, 2021
(C) Amounts Recognised in the Balance Sheet
Present value of defined benefit obligation at the year end 52.75 49.81
Fair Value of the Plan Assets at the year end 48.39 45.35
(Liability) Recognised in the Balance Sheet (4.36) (4.46)
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(ii) The principal assumptions used in determining gratuity obligations for the Company's plans are shown below:
As at As at
Significant Actuarial Assumptions
March 31, 2022 March 31, 2021
Discount Rate 7.00% 6.70%
Withdrawal Rate 3.00% 3.00%
Salary increase 6.00% 6.00%
Mortality Rate Indian Assured Lives Indian Assured Lives
(Mortality 2006-08 modified) Ult (Mortality 2006-08 modified) Ult
The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
Assumptions regarding future mortality experience are set in accordance with the published statistics by the Actuary.
The discount rate is based on the government securities yield.
The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards.
(iii) Major category of Plan Assets of the fair value of the total plan assets are as follows:-
(iv) A quantitative sensitivity analysis for significant assumptions are as shown below -
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(vii) The Company expects to contribute an amount to gratuity as specified in report by Fund custodian during the subsequent
accounting year.
As at March As at March
Particulars
31, 2022 31, 2021
Weighted Average duration of the defined benefit obligation 10 Years 10 Years
As at As at
Particulars
March 31, 2022 March 31, 2021
Discount rate 7.00% 6.70%
Rate of return on Plan Assets 8.10% 8.50%
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As at As at
Particulars
March 31, 2022 March 31, 2021
a. Number of Stock Options outstanding (ESOP Plan 2016: Grant III) 28,843 58,729*
Number of Stock Options outstanding (ESOP Plan 2016: Grant IV) 50,233 79,028
Number of Stock Options outstanding (ESOP Plan 2016: Grant V) 73,576 -
1,52,652 1,37,757
*130 options vested out of total 58,729 options, pending to be exercised at the end of the previous
financial year were exercised and allotted in the current financial year.
b. Number of Options granted during the year
ESOP Plan 2016: Grant IV - 80,648
ESOP Plan 2016: Grant V 75,910
75,910 80,648
c. Number of Options vested (ESOP Plan 2016: Grant II) - 45,328
Number of Options vested (ESOP Plan 2016: Grant III) 28,844^ 30,059
Number of Options vested (ESOP Plan 2016: Grant IV) 25,238 -
54,082 75,387
^ Includes 522 options of Tranche II of Grant III, pending to be exercised and allotted.
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As at As at
Particulars
March 31, 2022 March 31, 2021
d. Number of Options exercised (ESOP Plan 2016 : Grant II) - 45,328
Number of Options exercised (ESOP Plan 2016 : Grant III) 28,452# 29,929
Number of Options exercised (ESOP Plan 2016 : Grant IV) 25,760@ -
54,212 75,257
e. Number of Shares arising on exercise (ESOP Plan 2016: Grant II) - 45,328
Number of Shares arising on exercise (ESOP Plan 2016: Grant III) 28,452# 29,929
Number of Shares arising on exercise (ESOP Plan 2016: Grant IV) 25,760@ -
54,212 75,257
# Includes 130 options of Tranche I of Grant III pending to be exercised in the previous financial
year, were exercised and allotted in the current financial year.
@ Includes 522 options of Tranche II of Grant III and 25,238 options of Tranche I of Grant IV,
pending allotment at the end of the financial year.
f. Number of Options lapsed (ESOP Plan 2016: Grant II) - 2,640
Number of Options lapsed (ESOP Plan 2016: Grant III) 914 3,478
Number of Options lapsed (ESOP Plan 2016: Grant IV) 3,557 1,620
Number of Options lapsed (ESOP Plan 2016: Grant V) 2,334 -
6,805 7,738
g. Variation of terms of Option None during None during the
the period period
h. Total Number of Options in force (ESOP Plan 2016: Grant III) 28,843 58,729*
Total Number of Options in force (ESOP Plan 2016: Grant IV) 50,233 79,028
Total Number of Options in force (ESOP Plan 2016: Grant V) 73,576
1,52,652 1,37,757
*130 options vested out of total 58,729 options, pending to be exercised at the end of the previous
financial year were exercised and allotted in the current financial year.
i. Weighted Average exercise price of the Share Options (in `)
Outstanding at the beginning of the year 1 1
Granted during the year 1 1
Forfeited during the year - -
Exercised during the year 1 1
Expired during the year 1 1
Outstanding at the end of the year 1 1
Exercisable at the end of the period 1 1
j. Weighted Average share price of options exercised during the year on the date of exercise `1 `1
k. Weighted Average fair value of the Options granted during the year NA NA
i. ESOP Plan 2016 Grant I (Fair value as on 31.03.2019) NA NA
ii. ESOP Plan 2016 Grant II (Fair value as on 31.03.2019) NA NA
iii. ESOP Plan 2016 Grant III (Fair value as on 31.03.2020) NA NA
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As at As at
Particulars
March 31, 2022 March 31, 2021
iv. ESOP Plan 2016 Grant IV (Fair value as on 31.03.2021) NA 757.05
v. ESOP Plan 2016 Grant V (Fair value as on 31.03.2022) 691.41 NA
l. A description of the method and significant assumptions used during the year to estimate the fair
value of Options granted, including the following weighted average information:-
The Black Scholes Option Pricing Model for dividend paying stock has been used to compute the
fair value of the Options. The significant assumptions are:
i. Date of grant
a. ESOP Plan 2016 08.11.2021 10.02.2021
ii. Weighted average share price `699.70 `765.00
iii. Exercise Price `1 `1
iv. Risk Free Interest rate 6.84% 6.18%
v. Expected Life:
a. For options vested on 09.11.2018 - 0.61 years
b. For options vested on 09.11.2020 1.61 years 2.61 years
c. For options vested on 11.02.2022 2.87 years 3 years from the
vesting day
d. For options yet to be vested 3 years from the -
vesting day
vi. Expected Volatility 16.91% 21.75%
vii. Expected dividend yield 0.30% 0.24%
viii. Weighted Average fair value as on grant date
a. ESOP Plan 2016 (Grant II)- 09.11.2017 `247.75 `247.75
b. ESOP Plan 2016:(Grant III) - 09.11.2019 `479.59 `479.59
c. ESOP Plan 2016: (Grant IV) - 10.02.2021 `755.76 `755.76
d. ESOP Plan 2016: (Grant V) - 08.11.2021 `767.88 -
ix. The price of the underlying share in the market at the time of option grant:
a. ESOP Plan 2016: (Grant II) - 09.11.2017 `253.70 `253.70
b. ESOP Plan 2016: (Grant III) - 09.11.2019 `485.40 `485.40
c. ESOP Plan 2016: (Grant IV) - 10.02.2021 `762.15 `762.15
d. ESOP Plan 2016: (Grant V) - 08.11.2021 `774.95 -
x. Time to maturity
a. ESOP 2016 Plan (Grant II) vested on 09.11.2018 - 0.61 years
b. ESOP 2016 Plan (Grant III) vested on 09.11.2020 1.61 years 2.61 years
c. ESOP 2016 Plan (Grant IV) vested on 11.02.2022 2.87 years 3 years from the
vesting day
d. ESOP 2016 Plan (Grant V) (yet to be vested) 3 years from the -
vesting day
Expected volatility during the expected term of the ESOP is based on historical volatility of the observed market prices of the Company's
publicly traded equity shares during a period equivalent to the expected term of the ESOP.
The fair values of our ESOP are based on the market value of our stock on the date of grant.
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m. The following table summarizes information about Share Options outstanding as at year end:-
Particulars As at March 31, 2022
Weighted average
No. of options Weighted average remaining
Range of exercise prices per option (`) exercise price
outstanding contractual life
(`)
NA - NA NA
NA - NA NA
1 28,843 1.61 years 1
1 50,233 2.87 years 1
1 73,576 Yet to be vested 1
Note 45.
a. Company as a lessee
The Company has lease contracts for various depots, head office and leasehold lands used in its operations. Leases of building generally
have lease terms between 2 and 15 years, while leasehold lands generally have lease terms between 20 and 99 years.
The Company also has certain leases of buildings with lease terms of 12 months or less. The Company applies the ‘short-term lease’
recognition exemptions for these leases.
(i) Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
` in Crores
Particulars Buildings Leasehold lands Total
As at April 1, 2020 205.85 63.44 269.29
Additions 74.01 12.31 86.32
Deletions (6.92) - (6.92)
Depreciation charge (47.62) (0.80) (48.42)
As at March 31, 2021 225.32 74.95 300.27
Additions 129.35 0.60 129.95
Deletions (4.43) (0.13) (4.56)
Depreciation charge (52.86) (0.98) (53.84)
As at March 31, 2022 297.38 74.44 371.82
Title deeds of immovable properties mentioned above, are in the name of the Company except those mentioned in next page which were
transferred to and vested in the Company pursuant to the respective Schemes of Arrangement in earlier years.
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Gross Carrying Amount Net Carrying Amount Whether title deed holder
Reason for not
( ` in crores) ( ` in crores) is a promoter, director or Property
No. of title Held in the being held in
Particulars relative of promoter/director held since
deeds As at 31st As at 31st As at 31st As at 31st name of the name of the
or employee of promoter/ which date
March, 2022 March, 2021 March, 2022 March, 2021 company
director
Leasehold land at Panaji, Goa 1 0.35 0.35 0.27 0.27 Rajdoot Paints No Oct 1, 1998
Private Limited
Leasehold land at Sikandrabad, 1 0.27 0.27 0.14 0.14 Rajdoot Paints No Oct 1, 1998 Refer Note
Uttar Pradesh Private Limited below
Leasehold land at Chandigarh 1 0.05 0.05 0.03 0.03 Rajdoot Paints No Oct 1, 1998
Private Limited
Note: Vide order dated October 01, 1998, the Hon’ble High Court of Calcutta had approved the Scheme of Amalgamation of Rajdoot
Paints Private Limited with the Company with effect from October 01, 1998. In terms of said order, all the aforesaid leasehold land
parcels held by Rajdoot Paints Private Limited was transferred to the Company. Management believes that, vide the approved Scheme of
Amalgamation, the rights and obligations under respective lease arrangements were transferred in favour of the Company and no further
action is necessary for the purpose.
(ii) Set out below are the carrying amounts of lease liabilities and the movements during the period:
` in Crores
Year Ended Year Ended
Particulars
March 31,2022 March 31,2021
At Amortised Cost
Opening Balance 240.88 219.20
Additions 129.95 86.32
Accretion of interest 22.49 17.89
Deletions/termination (5.79) (8.96)
Payments (72.16) (73.57)
Closing Balance 315.37 240.88
Non-current 245.68 182.43
Current 69.69 58.45
The effective interest rate for lease liabilities is 7-10%, with maturity between 2022-2031.
The following are the amounts recognised in Statement of Profit or Loss:
The company does not face a significant liquidity risk with regards to its lease liabilities as the current assets are sufficient to meet the
obligation related to the lease liabilities as and when they fall due.
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(iv) The table below provides details regarding the contractual maturities of lease liabilities as on undiscounted basis:
` in Crores
Year ended Year ended
Particulars
March 31, 2022 March 31, 2021
Less than one year 72.48 60.79
More than one year but less than five years 191.01 143.49
More than five years 77.86 54.29
b. Company as Lessor
The Company has given color bank (tinting machines) on operating lease to its dealers. The Company enters into 2- 5 years cancellable
lease agreements. However the corresponding lease rentals may be receivable for a shorter period or may be waived off/refunded on
achievement of certain sales targets by the concerned dealers. The minimum aggregate lease payments to be received in future is considered
as ` Nil. Accordingly the disclosure of the minimum lease payments receivable at the Balance Sheet date is not made. The amounts
received from customers pending to be refunded back are recognised as liabilities and are included in "Deposits" under "Other financial
liabilities" in Note 21 and Note 27. Also refer Note 4.
a. Commitments
` in Crores
Year ended Year ended
Particulars
March 31, 2022 March 31, 2021
Estimated amount of contracts remaining to be executed on capital account and not provided for 435.21 459.29
(net of advances)
b. Contingent Liabilities
` in Crores
Year ended Year ended
Legal claim contingency
March 31, 2022 March 31, 2021
Sales Tax 25.22 21.77
Excise Duty, Service Tax, Customs 18.40 18.40
Goods and Service Tax 3.33 -
Income Tax 16.08 0.71
63.03 40.88
The Company has been advised by its lawyers that none of the claims are tenable and hence these are being contested and no provision in
the books have been considered necessary for these matters. The future cash flows on account of the above cannot be determined unless
the judgements/decisions are received from the ultimate judicial forums. No reimbursements is expected to arise to the Company in respect
of above cases.
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iv. The Company has also mortgaged land & building located at Howrah, Rishra, Hindupur and Head Office building at Park Street in
relation to loan extended to its subsidiary, M/s Lusako Trading Limited with Hongkong and Shanghai Bank (HSBC).
The above guarantees have been given against loan utilised by the borrowing company for their business activities. Also refer
Notes 27 and 47.
vi. Others
The Company continues to provide such support as may be necessary to its subsidiaries Berger Rock Paints Private Limited and
Berger Paints (Cyprus) Limited [including to the ultimate wholly owned Russian subsidiary Berger Paint Overseas Limited (BPOL)],
Lusako Trading Limited and joint venture (Berger Nippon Paint Automotive Coatings Pvt. Ltd.) to enable them to continue atleast with
their present scale of operations and meet their financial commitments as and when they arise.
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The Principal activities of all entities mentioned above are "Manufacturing Paints and other related product"
* The party holds more than 10% of the equity shares in the company. (Refer Note 19d)
II. Other related parties with whom transactions have taken place during the year:
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b) Others
* The party holds more than 10% of the equity shares in the company. (Refer Note 19d).
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A. During the year the following transactions were carried out with the related parties in the ordinary course of business:
` in Crores
Year ended Year ended
Transaction Related Party
March 31, 2022 March 31, 2021
Sale of Goods (includes sale of raw materials, packing Berger Becker Coatings Private Limited 27.02 2.70
materials, intermediates, traded goods and stores)
Berger Jenson & Nicholson (Nepal) Private Limited 15.55 10.94
Berger Nippon Paint Automotive Coatings Private 19.07 13.84
Limited
Berger Rock Paints Private Limited 9.89 3.60
Wazir Estates Private Limited* - 0.00
Berger Paints (Bangladesh) Limited 0.67 0.16
Berger Paints Overseas Limited 0.65 1.12
U K Paints (India) Private Limited 0.43 0.28
SBL Specialty Coatings Private Limited 7.77 3.45
STP Limited 1.70 0.11
Bolix S.A. - 0.15
Berger Hesse Wood Coatings Private Limited 2.08 0.03
Mr Kuldip Singh Dhingra 0.02 0.02
Mr Gurbachan Singh Dhingra * 0.00 0.01
Mr Kanwardip Singh Dhingra * 0.00 0.01
Mrs Sunaina Kohli * 0.00 -
Seaward Packaging Private Limited 0.06 0.07
Royalty Income Berger Jenson & Nicholson (Nepal) Private Limited 3.32 2.27
Berger Paints (Bangladesh) Limited 0.11 0.22
Interest Income Beepee Coatings Private Limited 0.22 -
Machinery Rental Income Beepee Coatings Private Limited 0.43 0.43
Corporate Guarantee Income Lusako Trading Limited 0.66 1.60
Processing Income Berger Nippon Paint Automotive Coatings Private 5.20 5.14
Limited
Shared Services Income Berger Rock Paints Private Limited 0.60 0.52
Rental Income (Warehouse/Office) Berger Rock Paints Private Limited 0.25 0.45
Berger Nippon Paint Automotive Coatings Private 0.02 0.02
Limited
Berger Becker Coatings Private Limited 0.01 0.01
Shalimar Tar Products Limited 0.04 -
Berger Hesse Wood Coatings Private Limited * 0.00 0.01
STP Limited * 0.00 0.00
* Refer Note 55
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* Refer Note 55
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* Refer Note 55
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The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management
personnel. No share options have been granted to the non-executive members of the Board of Directors under this scheme.
Refer to Note 44 for further details of the scheme.
Notes:
Terms and conditions of transactions with related parties:
The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances
at the year-end are unsecured and interest free and settlement occurs in cash except as otherwise mentioned.
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Financial assets and liabilities measured at fair value through profit or loss at March 31, 2021
` in Crores
Financial Assets
Investment in Mutual Funds 201.82 - - 201.82
Financial Liabilities
* Refer Note 55
The carrying amount of financial assets and financial liabilities measured at amortised cost in the Ind AS financial statements are a
reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly
different from the values that would eventually be received or settled.
(c) During the year there has been no transfer from one level to another.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Company's principal financial liabilities, other than derivatives, comprise borrowings and trade payables. The main purpose of
these financial liabilities is to finance the Company's working capital requirements . The Company has various financial assets such
as trade receivables, loans, investments, short-term deposits and cash & cash equivalents, which arise directly from its operations.
The Company enters into derivative transactions by way of forward exchange contracts to hedge its payables.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s Board of Directors oversees the management of
these risks. The Company’s Board of Directors is supported by the Business Process and Risk Management Committee (BPRMC) that
advises on financial risks and the appropriate financial risk governance framework for the Company. The BPRMC provides assurance to
the Company’s Board of Directors that the Company’s financial risk activities are governed by appropriate policies and procedures and
that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative
activities for risk management purposes are carried out by personnel that have the appropriate skills, experience and supervision. It is
the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board has taken all necessary
actions to mitigate the risks identified on the basis the information and situation present. The Board of Directors reviews and agrees
policies for managing each of these risks, which are summarised below:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market factors. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price
risk , liquidity risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits,
investments and financial derivative.
The sensitivity analysis in the following sections relate to the position as at March 31, 2022 and March 31, 2021.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of
the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant at March 31, 2022.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement
obligations.
The following assumptions have been made in calculating the sensitivity analysis:
► The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based
on the financial assets and financial liabilities held at March 31, 2022 and March 31, 2021.
► The sensitivity of equity is calculated as at March 31, 2022 for the effects of the assumed changes of the underlying risk.
The Company has incurred short term debt to finance its working capital, which exposes it to interest rate risk. Borrowings
issued at variable rates expose the Company to interest rate risk. Borrowing issued at fixed rates expose the Company to fair
value interest rate risk. The Company's interest rate risk management policy includes achieving the lowest possible cost of debt
financing, while managing volatility of interest rates, applying a prudent mix of fixed and floating debt through evaluation of
various bank loans and money market instruments.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Company does not have any significant variable rate interest bearing liabilities as at March 31, 2022 and March 31, 2021,
hence there would not be any material impact on pretax profit and pre tax equity of the Company on account of any anticipated
fluctuations in interest.
The Company has a policy of entering into foreign exchange forward contracts to manage risk of foreign exchange fluctuations on
borrowings and payables. These contracts are not designated in hedge relationships and are measured at fair value through profit
or loss. Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
exchange rates of any currency . The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the
Company’s operating activities by way of direct imports or financing of imports through foreign currency instruments.
The Company proactively hedged its currency exposures in case of a significant movement in exchange rates for imports
and in case the hedged cost of foreign currency instrument is lower than the domestic cost of borrowing in case of short term
import financing.
There is no outstanding derivative contract as at March 31, 2022 and March 31, 2021.
The following tables demonstrate the sensitivity to a reasonably possible change in USD/Euro exchange rates, with all other
variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and
liabilities. The Company’s exposure to foreign currency changes for all other currencies is not material.
The Company doesn’t enter into any long term contract with its suppliers for hedging its commodity price risk.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions, and other financial instruments.
The concentration of Credit Risk is limited as the customer base is large. There is no customer representing more than 5% of the
total balance of trade receivable. As a practical expedient, the Company computes credit loss allowances based on a provision
matrix. The provision matrix is prepared based on historically observed default rates over expected life of trade receivable and
is adjusted for forward looking estimates. Additionally, considering the COVID 19 situation, the Company has also assessed the
performance and recoverability of trade receivables. The Company believes that the current value of trade receivables reflects the
fair value/ recoverable values.
` in Crores
As at As at
Movement in expected credit loss allowance on trade receivable March 31, 2022 March 31, 2021
Balance at the beginning of the year 16.88 6.85
Loss allowance/(reversal) measured at lifetime expected credit losses (net of bad debts) 2.13 10.03
Balance at the end of the year 19.01 16.88
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating
to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and
individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored
by BPRMC and corrective actions taken.
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance
with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis,
and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set to minimise
the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
The Company monitors its risk of a shortage of funds using a liquidity planning analysis.
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts,
cash credit facilities and buyers' credit facilities. The Company assessed the concentration of risk with respect to refinancing its
debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
` in Crores
Particulars On demand Less than 3 months 3 to 12 months 1 to 5 years > 5 years Total
Year ended March 31, 2022
Financial Liabilities
Borrowings 0.56 515.00 - - - 515.56
Lease liabilities - 18.12 54.36 191.01 77.86 341.35
Other financial liabilities 5.07 42.03 55.94 71.74 - 174.78
Trade payables 5.49 1,699.60 - - - 1,705.09
Financial Guarantee 122.93 - - - - 122.93
Total 134.05 2,274.75 110.30 262.75 77.86 2,859.71
Year ended March 31, 2021
Financial Liabilities
Borrowings 5.44 150.00 - - - 155.44
Lease liabilities - 13.38 47.41 143.49 54.29 258.57
Other financial liabilities 6.12 63.05 28.89 53.43 - 151.49
Trade payables 4.48 1,404.74 - - - 1,409.22
Financial Guarantee 198.82 - - - - 198.82
Total 214.86 1,631.17 76.30 196.92 54.29 2,173.54
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the
financial covenants of any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2022 and
March 31, 2021. .
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
As at As at
Ratio Numerator Denominator % change
March 31, 2022 March 31, 2021
Current Ratio Current Assets Current Liabilities 1.40 1.69 -17%
Debt- Equity Ratio @ Borrowings Total equity 0.22 0.12 83%
(including lease liabilities)
Debt Service Coverage Ratio Net Profit after taxes Finance cost + Lease payments 9.04 9.67 -7%
+ depreciation and (excluding short term lease rent)
amortization + Finance cost
Return on Equity ratio Net Profits after taxes Average Shareholder’s Equity 0.21 0.23 -8%
Inventory Turnover Ratio Cost of goods sold + Average inventories of goods 2.82 2.76 2%
Manufacturing expenses
Trade Receivable Revenue from operations Average trade receivables 9.25 8.62 7%
Turnover Ratio
Trade Payable Total purchases including Average Trade Payables 3.53 3.11 13%
Turnover Ratio purchase of raw material,
packing material and
purchase of traded goods
Net Capital Revenue from operations Working capital = Current assets 7.68 4.76 61%
Turnover Ratio @@ – Current liabilities
Net Profit Ratio Net Profit Revenue from operations 0.10 0.11 -14%
Return on Capital Employed Earnings before interest Capital Employed = Net Worth- 0.23 0.26 -13%
and taxes Intangible assets + Borrowings +
Deferred Tax Liability
Return on Fixed Deposits Interest Income on Deposits Average Investment (Fixed 0.05 0.05 -3%
with Banks Deposit)
Return on Mutual Funds Net gain on Mutual Fund Average Investment (Mutual 0.05 0.05 5%
Investments Fund)
@ Increase in debt equity ratio is on account of increase in short term borrowings by the Company during the year ended
March 31, 2022.
@@ Increase in net capital turnover ratio is on account of increase in revenue from operations for the year ended March 31, 2022,
however, there has been decrease in net working capital due to increase in short term borrowings.
During the year, the Company’s business operations were initially impacted due to COVID-19 pandemic and consequent lockdowns.
While the pandemic situation has improved significantly in the last nine months of the current year, the Company is closely monitoring
the uncertainties arising from continuing COVID-19 pandemic and has taken into consideration possible effects of such pandemic
for preparation of these financial statements, including assessment of recoverability of its assets based on the internal and external
information upto the date of approval of the financial statements. The Company will also continue to monitor any material impact of future
economic conditions.
The Indian Parliament has approved the Code on Social Security, 2020 ('the Code') which, inter alia, deals with employee benefits during
employment and post employment. The Code has been published in the Gazette of India. The effective date of the Code is yet to be notified
and the rules for quantifying the financial impact are also yet to be issued. In view of this, the impact of the change, if any, will be assessed
and recognized post notification of the relevant provisions.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
NOTES TO STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Note 54 (A). Additional regulatory information required by Schedule III to the Companies Act, 2013
(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against
the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the Rules made
thereunder.
(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any
government authority.
(iii) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as
search or survey), that has not been recorded in the books of account.
(iv) The Company has not traded or invested in crypto currency or virtual currency during the year.
(v) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond
the statutory period.
(vi) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind
of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing
or otherwise) that the Intermediary shall, whether directly or indirectly lend or invest in other persons/entities identified in any other
manner whatsoever by or on behalf of the Company ('ultimate beneficiaries') or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries other than investments aggregating `5.08 crores (including share application money pending allotment)
given during the year to Berger Paints (Cyprus) Limited, a subsidiary and an investment of the Company in the ordinary course of
business and in keeping with the applicable regulatory requirements for onward funding to an overseas step-down subsidiary of the
Company towards meeting their business requirements. Accordingly no further disclosures, in this matter has been given.
(vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding party") with the
understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding party (ultimate beneficiaries); or provide any guarantee,
security or the like on behalf of the ultimate beneficiaries.
(viii) The Company does not have any transactions with companies struck off.
(ix) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies
Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
Note 54 (B). Disclosure as per Section 186 of The Companies Act, 2013
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 are as follows:
(i) Details of Investments made are given in Note 7.
(ii) Details of Loans given are disclosed in Note 8.
(iii) Details of Guarantees given are disclosed in Note 46(b)(iii).
Note 55.
All figures are in Rupees Crores unless otherwise stated. Figures marked with (*) are below the rounding off norm adopted by the Company.
Note 56.
Previous year figures have been regrouped, wherever necessary, to confirm to the current years presentation.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
NOTES TO STANDALONE
FINANCIAL
IND SUMMARY
AS FINANCIAL
OFSTATEMENTS
BERGER PAINTS
FOR THE
INDIA
YEAR
LIMITED
ENDED MARCH 31, 2022
(STANDALONE) – FIVE YEARS AT A GLANCE
` in Crores
* Figures for these years are as per new accounting standard (Ind AS 115) and Schedule III of Companies Act, 2013. However, Revenue from
operations in periods prior to GST implementation have been adjusted suitably for Excise duty on sale of goods, to enable comparability
of Revenue from operations for these years.
# Figures for these years are as per new accounting standard (Ind AS 116) and Schedule III of Companies Act, 2013. Statement of Profit and
Loss and Balance Sheet have been adjusted suitably for considering the impact of this new accounting standard. Hence the numbers are
not comparable with previous years.
## Retained Earnings includes Dividend payout.
247
Contents
FORM AOC-1
248
[Pursuant To First Proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARIES / ASSOCIATE COMPANIES/JOINT VENTURES
Part "A" : Subsidiaries
Auditor’s Report – Standalone
` in Crores
Corporate Overview
Soltherm
Berger Jenson Soltherm
SBL Specialty Berger Paints Lusako Berger Paints Bolix Isolations Berger Hesse Berger Rock
& Nicholson Beepee Coatings BuildTrade External
Sl. No. Name of subsidiary Coatings Private (Cyprus) Trading Overseas Bolix S.A UKRAINA Thermique Wood Coatings Paints Private STP Limited
(Nepal) Private Private Limited BIS sp. z.o.o Insulations
Limited Limited Limited Limited sp. z.o.o Exterieure Private Limited Limited
Notice
Limited Limited
SAS
1 Reporting Period 13-03-2022 31-03-2022 31-03-2022 31-12-2021 31-12-2021 31-12-2021 31-12-2021 31-12-2021 31-12-2021 31-12-2021 31-12-2021 31-03-2022 31-03-2022 31-03-2022
2 Reporting Currency Nepalese ` INR INR USD USD Russian Polish Polish Zloty Ukranian GBP EUR INR INR INR
Ruble Zloty hryvnia
3 Exchange Rate as on last 1.60 1.00 1.00 74.30 74.30 1.00 18.43 18.43 2.81 100.83 84.73 1.00 1.00 1.00
date of relevant Financial
BERGER PAINTS INDIA LIMITED
subsidiaries
4 Share Capital 2.16 2.50 2.96 116.28 282.88 1.40 18.43 0.10 0.22 0.30 0.04 2.02 8.00 19.75
Annual Accounts – Standalone
5 Reserves & surplus 197.21 12.92 67.90 (8.22) (50.92) (82.07) 218.04 0.01 (0.85) 4.45 1.35 (1.55) (5.96) 34.24
6 Total assets 294.95 36.50 108.99 108.09 297.34 29.41 365.88 0.11 1.72 34.48 5.06 10.95 14.46 142.38
7 Total liabilities 95.58 21.08 38.13 1.32 65.37 111.08 129.40 - 1.37 29.88 3.63 10.49 12.48 94.03
8 Investments - - - 293.71 - 0.50 - - - - - - -
9 Turnover 255.88 30.66 152.66 - - 10.00 374.58 - 7.22 51.13 33.26 16.89 16.21 244.90
10 Profit before taxation 54.38 0.99 23.20 (0.10) 10.23 (5.76) 37.66 - 1.28 6.78 1.66 0.79 (0.84) 9.15
11 Provision for taxation 11.12 0.63 5.77 - - - 11.20 - 0.06 1.33 0.45 0.02 - 5.28
Annexures to Directors’ Report
12 Profit after taxation 43.26 0.36 17.43 (0.10) 10.23 (5.76) 26.46 - 1.22 5.45 1.21 0.76 (0.84) 3.87
13 Proposed Dividend - - - - - - - - - - - - -
14 % of shareholding 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 51% 51% 95.53%
Notes: The following information shall be furnished at the end of the statement:
Auditor’s Report – Consolidated
For and on behalf of the Board of Directors of Berger Paints India Limited
Business Responsibility Report
` in Crores
BERGER NIPPON PAINT AUTOMOTIVE COATINGS
Berger Becker Coatings Private Limited Surefire Management Services Limited
Sl. No. Name of associates / Joint Ventures PRIVATE LIMITED [Formely BNB COATINGS INDIA
Auditor’s Report – Standalone
(INR) (GBP)
Corporate Overview
Bolix S. A.
4 Reasons why the associate/joint venture is not BPIL does not have BPIL does not have Bolix is a shareholder with 2
Annual Accounts – Standalone
Notes: The following information shall be furnished at the end of the statement :
1. Names of associates or joint ventures which are yet to commence operations - Not Applicable
2. Names of associates or joint ventures which have been liquidated or sold during the year- Not Applicable
Auditor’s Report – Consolidated
For and on behalf of the Board of Directors of Berger Paints India Limited
Business Responsibility Report
249
ANNUAL REPORT 2021-22
Annual Accounts – Consolidated
Corporate Governance Report
Contents Corporate Overview Notice Directors’ Report Annexures to Directors’ Report Business Responsibility Report Corporate Governance Report
Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
Opinion
We have audited the accompanying consolidated financial statements of Berger Paints India Limited (hereinafter referred to as “the
Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its joint
ventures comprising of the consolidated Balance Sheet as at March 31 2022, the consolidated Statement of Profit and Loss, including
other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the
year then ended and notes to the consolidated financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of
reports of other auditors on separate financial statements and on the other financial information of subsidiaries and joint ventures,
the aforesaid consolidated financial statements give the information required by the Companies Act, 2013, as amended (“the Act”)
in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,
of the consolidated state of affairs of the Group and its joint ventures as at March 31, 2022, their consolidated profit including
other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on
that date.
We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities
for the Audit of the Consolidated Financial Statements’ section of our report. We are independent of the Group and joint ventures in
accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements for the financial year ended March 31, 2022. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the
responsibilities described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report,
including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the consolidated financial statements. The results of audit procedures performed by
us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management,
including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
consolidated financial statements.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
Key audit matters How our audit addressed the key audit matter
Revenue recognition (as described in Note 3.6 and Note 32 of the consolidated financial statements)
The Group recognizes revenues when the control of goods and/or Our audit procedures included the following:
services are transferred to the customer at an amount that reflects 1) We read and evaluated the Group’s revenue recognition policy and
the net consideration, which the Group expects to receive for those assessed its compliance in terms of Ind AS 115 ‘Revenue from
goods and/or services from customers in accordance with the contracts with customers’.
terms of the contracts. In determining the sales price, the Group 2) We assessed the design and tested the operating effectiveness of
considers the effects of applicable rebates and discounts (variable internal controls related to sales and applicable rebates/discounts.
consideration).
3) We performed test for a sample of sales transactions by comparing
The terms of sales arrangements, including the timing of transfer the underlying sales invoices, sales orders and other related
of control, based on the terms of relevant contract and nature of documents to assess that revenue is recognized on transfer
discount and rebates arrangements, create complexities that require of control to the customer in accordance with the terms of the
judgment in determining sales revenues. contract.
Considering the above factors and the risk associated with revenue 4) We tested on a sample basis rebates and discount schemes as
recognition, we have determined the same to be a key audit matter. approved by the management to assess its accounting. For the
samples selected, we also compared that the actual rebates and
discounts recognized in respect of particular schemes do not
exceed their approved amounts.
5) We tested on a sample basis, that revenue has been recognized
in the proper period with reference to the supporting documents
including confirmations from customers.
6) We read and assessed the relevant disclosures made in the
consolidated Ind AS financial statements.
Assessment of Impairment of Goodwill (as described in Note 42 of the consolidated financial statements)
The Group has goodwill on acquisition in consolidated financial Our audit procedures included the following:
statements for the year ended March 31, 2022 including significant
1) Evaluated the design and implementation of key internal financial
amount of such goodwill recognized in the consolidated financial
controls in relation to impairment assessment and tested the
statements of one of the subsidiary. These are allocated to Cash
operating effectiveness of such controls.
Generating Units (CGUs) and are tested annually for impairment.
This testing is done by computing the value in use based on 2) In respect of the goodwill recognized in the consolidated financial
discounted cash flow method. The value in use so determined statements of subsidiary, we made enquiries on audit procedures
is compared with the carrying values and if there is a deficit, performed by the component auditor.
impairment loss is recognised. The audit procedures carried out by component auditor of the
The inputs to the impairment testing model which have the most subsidiary includes the following:
significant impact on the CGU’s recoverable value include: a) Evaluated the methodology applied by the subsidiary in
– Projected revenue growth, operating margins and operating cash- determining the CGUs to which goodwill is allocated.
flows; b) Verified the recoverable amount ascertained by the management
– Stable long-term growth rates till perpetuity; and of the subsidiary under Discounted Cash Flow method based
on business projection and valuation assumptions.
– Discount rates
c) Discussed of potential changes in key drivers as compared
Considering that the impairment assessment requires consideration
to previous year/actual performance with management of the
of above inputs that involves significant management judgement,
company to verify the inputs and assumptions used in the cash
this has been identified as a key audit matter.
flow forecasts.
3) In respect of the goodwill related to companies other than the
above step-down subsidiary, we have performed following
procedures:
a) Evaluated management’s key assumptions in respect of future
sales growth rate, operating cash flows, perpetuity growth rate
and discount rate used in impairment assessment.
b) Involved specialists to assist us in the evaluation of impairment
exercise carried out by the management.
4) We performed sensitivity analysis to determine the impact of
changes in the key assumptions.
5) We read and assessed the disclosures made in the consolidated
Ind AS financial statements.
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Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated
Information Other than the Financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s Report including Annexures to Boards Report Business Responsibility
Report, Corporate Governance and Shareholder’s Information but does not include the consolidated financial statements and our
auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing
so, consider whether such other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Holding Company’s Board of Directors is responsible for the preparation and presentation of the consolidated financial statements
in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial
performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the
Group including and its joint ventures in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and its joint ventures are
responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Group and its joint ventures and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of
the consolidated financial statements by the Board of Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and its
joint ventures are responsible for assessing the ability of the Group and its joint ventures to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those respective Board of Directors of the companies included in the Group and its joint ventures are also responsible for overseeing
the financial reporting process of the Group and its joint ventures.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
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when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding
Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the
Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group and its joint ventures of which we are the independent auditors, to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such
entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included
in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for
the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated
financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the consolidated financial statements for the financial year ended March 31, 2022 and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
(a) We did not audit the financial statements and other financial information, in respect of fourteen (14) subsidiaries (including
six step down subsidiaries), whose financial statements include total assets of `1,408.96 crores as at March 31, 2022, and total
revenues of `1,101.68 crores and net cash outflow of `8.19 crores for the year ended on that date. These financial statement
and other financial information have been audited by other auditors, which financial statements, other financial information and
auditor’s reports have been furnished to us by the management of the Holding Company. The consolidated financial statements
also include the Group’s share of net profit of `3.86 crores for the year ended March 31, 2022, as considered in the consolidated
financial statements, in respect of three (3) joint ventures, whose financial statements, other financial information have been
audited by other auditors and whose reports have been furnished to us by the Management. Our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint
ventures, and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries
and joint ventures, is based solely on the reports of such other auditors.
Certain of these subsidiaries and a joint venture are located outside India whose financial statements and other financial information
have been prepared in accordance with accounting principles generally accepted in their respective countries and which have
been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding
Company’s management has converted the financial statements of such subsidiaries and a joint venture located outside India from
accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We
have audited these conversion adjustments made by the Holding Company’s management. Our opinion in so far as it relates to the
balances and affairs of such subsidiaries and a joint venture located outside India is based on the report of other auditors and the
conversion adjustments prepared by the management of the Holding Company and audited by us.
Our opinion above on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below,
is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors
and the financial statements and other financial information certified by the Management.
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, based on our audit and on the consideration of report of the other auditors on
separate financial statements and the other financial information of subsidiary companies and joint ventures, incorporated in India,
as noted in the ‘Other Matter’ paragraph we give in the “Annexure 1” a statement on the matters specified in paragraph 3(xxi)
of the Order.
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2. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate
financial statements and the other financial information of subsidiaries and joint ventures, as noted in the ‘other matter’ paragraph
we report, to the extent applicable, that:
(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated
financial statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the
financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
(c) The consolidated financial statements are in agreement with the books of account maintained for the purpose of preparation
of the consolidated financial statements;
(d) In our opinion, the consolidated financial statements comply with the Accounting Standards specified under Section 133 of
the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2022 taken
on record by the Board of Directors of the Holding Company and the reports of the statutory auditors appointed under Section
139 of the Act, of its subsidiary companies and joint ventures incorporated in India, none of the directors of any of those
companies, is disqualified as on March 31, 2022 from being appointed as a director in their respective companies in terms of
Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to consolidated financial statements of the
Holding Company and its subsidiary companies and joint ventures incorporated in India, and the operating effectiveness of
such controls, refer to our separate Report in “Annexure 2” to this report;
(g) The provisions of section 197 read with Schedule V of the Act are not applicable to the Holding Company, its subsidiaries
and joint ventures incorporated in India for the year ended March 31, 2022;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations
given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other
financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:
i. The consolidated financial statements disclose the impact of pending litigations on its consolidated financial
position of the Group and its joint ventures in its consolidated financial statements – Refer Note 47 to the consolidated
financial statements;
ii. The Group and its joint ventures did not have any material foreseeable losses in long-term contracts including derivative
contracts during the year ended March 31, 2022;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Holding Company, its subsidiaries and joint ventures, incorporated in India during the year ended March 31, 2022;
iv. a) The respective managements of the Holding Company, its subsidiaries and joint ventures which are companies
incorporated in India and whose financial statements have been audited under the Act have represented to us and
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other auditors of such subsidiaries and joint ventures respectively that, to the best of their knowledge and belief, other
than as disclosed in the Note 55 to the consolidated financial statements, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company
or any of aforesaid subsidiaries and joint ventures to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities, other than companies of the Group, identified
in any manner whatsoever by or on behalf of the respective Holding Company or any of aforesaid subsidiaries and
joint ventures incorporated in India (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;
b) The respective managements of the Holding Company and its subsidiaries and joint ventures which are companies
incorporated in India and whose financial statements have been audited under the Act have represented to us and other
auditors of such subsidiaries and joint ventures respectively that, to the best of their knowledge and belief, other than
as disclosed in the Note 55 to the consolidated financial statements, no funds (which are material either individually
or in the aggregate) have been received by the respective Holding Company or any of aforesaid subsidiaries and joint
ventures from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Holding Company or any of such subsidiaries and joint ventures shall,
whether, directly or indirectly, lend or invest in other persons or entities, other than companies of the Group, identified
in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed
by us and that performed by the auditors of the subsidiaries and joint ventures incorporated in India whose financial
statements have been audited under the Act, nothing has come to our or other auditor’s notice that has caused us or
these other auditors to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.
v. The final dividend paid by the Holding Company and its joint venture incorporated in India during the year in respect
of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment
of dividend.
As stated in Note 31 to the consolidated financial statements, the Board of Directors of the Holding Company has proposed final
dividend for the year which is subject to the approval of the members of the Holding Company at the ensuing Annual General
Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
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In terms of the information and explanations sought by us and given by the Holding Company and the books of account and records
examined by us in the normal course of audit and to the best of our knowledge and belief and based on the consideration of report
of respective auditor of the subsidiary company incorporated in India, we state that:
(xxi) There are no qualifications or adverse remarks by the respective auditor in the Companies (Auditors Report) Order (CARO)
report of the subsidiary companies and joint ventures (incorporated in India) included in the Consolidated
Financial Statements. Therefore, the requirement to report in terms of clause 3(xxi) of the Order is not applicable to the
Holding Company.
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Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of Berger Paints India Limited (hereinafter referred
to as the “Holding Company”) as of and for the year ended March 31, 2022, we have audited the internal financial controls with
reference to consolidated Ind AS financial statements of the Holding Company and its subsidiaries (the Holding Company and its
subsidiaries together referred to as “the Group”) and joint ventures, which are companies incorporated in India, as of that date.
The respective Board of Directors of the companies included in the Holding Company, its subsidiaries and joint ventures, which are
companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Holding Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under
the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Holding Company's internal financial controls with reference to consolidated Ind
AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, specified under section 143(10)
of the Act, to the extent applicable to an audit of internal financial controls, both, issued by ICAI. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to consolidated Ind AS financial statements was established and maintained and
if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to consolidated Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls
with reference to consolidated Ind AS financial statements included obtaining an understanding of internal financial controls with
reference to consolidated Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports
referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal
financial controls with reference to consolidated Ind AS financial statements.
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Meaning of Internal Financial Controls With Reference to these Consolidated Financial Statements
A company's internal financial control with reference to consolidated Ind AS financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company's internal financial control with reference to consolidated
Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls With Reference to Consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated Ind AS financial statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated Ind AS
financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated Ind AS
financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Opinion
In our opinion, the Holding Company, its subsidiaries and joint ventures, which are companies incorporated in India, have,
maintained in all material respects, adequate internal financial controls with reference to consolidated Ind AS financial statements
and such internal financial controls with reference to consolidated Ind AS financial statements were operating effectively as at March
31,2022, based on the internal control over financial reporting criteria established by the Holding Company considering the essential
components of internal control stated in the Guidance Note issued by the ICAI.
Other Matters
Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with
reference to consolidated Ind AS financial statements of the Holding Company, in so far as it relates to these five (5) subsidiaries
and two (2) joint ventures, which are companies incorporated in India, is based on the corresponding reports of the auditors of such
subsidiaries and joint ventures incorporated in India.
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STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2022
` in Crores
Notes Year Ended Year Ended
March 31, 2022 March 31, 2021
Income
Revenue from operations 32 8,761.78 6,817.59
Other income 33 64.59 51.49
Total income 8,826.37 6,869.08
Expenses
Cost of materials consumed 34 5,046.77 3,437.58
Purchases of traded goods 35 763.79 617.63
(Increase)/decrease in inventories of finished goods, work-in-progress and traded goods 36 (381.49) (186.65)
Employee benefits expense 37 543.12 485.14
Finance costs 38 50.72 44.10
Depreciation and amortisation expense 39 226.51 211.14
Other expenses 40 1,458.52 1,275.91
Total expenses 7,707.94 5,884.85
Profit before share of profit/(loss) in joint ventures and tax 1,118.43 984.23
Share of profit/(loss) in joint ventures 8 3.86 (5.61)
Profit before tax 1,122.29 978.62
Tax expense
Current tax 286.06 257.88
Deferred tax expense 23 3.28 1.02
289.34 258.90
Profit for the year (I) 832.95 719.72
Other comprehensive income/(loss):
(i) Other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods:
Re-measurement gain/(losses) on defined benefit obligations (net) 0.73 (1.49)
Income tax effect thereof (0.17) 0.39
Share of Other comprehensive income in Joint Venture (net of tax) 0.04 0.06
(ii) Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign operations (16.10) 13.57
Other Comprehensive Income/(Loss) for the year (II) (15.50) 12.53
Total Comprehensive Income for the year (I + II) 817.45 732.25
Profit attributable to:
-Equity holders of the parent 832.82 719.75
-Non-controlling interest 0.13 (0.03)
832.95 719.72
Other comprehensive income/(loss) attributable to
-Equity holders of the parent (15.48) 12.55
-Non-controlling interest (0.02) (0.02)
(15.50) 12.53
Total comprehensive income/(loss) attributable to
-Equity holders of the parent 817.34 732.30
-Non-controlling interest 0.11 (0.05)
817.45 732.25
Earnings per equity share of `1 each 41
Basic (amount in `) 8.58 7.41
Diluted (amount in `) 8.57 7.41
Summary of significant accounting policies 3
The accompanying notes are an integral part of the Consolidated Ind AS financial statements.
As per our report of even date
For S.R. BATLIBOI & CO. LLP For and on behalf of Board of Directors of Berger Paints India Limited
Chartered Accountants
Firm Registration Number 301003E/E300005
per Bhaswar Sarkar Kuldip Singh Dhingra – Chairman
Partner Gurbachan Singh Dhingra – Vice-Chairman
Membership Number : 055596 Abhijit Roy – Managing Director & CEO
Place: Kolkata Srijit Dasgupta – Director-Finance & CFO
Dated: May 26, 2022 Arunito Ganguly – VP & Company Secretary
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2022
a. Equity Share Capital (Refer Note 19):
Particulars No. of shares Amount (` in Crores)
Equity shares of `1 each issued, subscribed and fully paid
As at April 1, 2020 97,12,19,780 97.12
Add: Issue of Shares on exercise of Employee Stock Options (Note 45) 75,257 0.01
As at March 31, 2021 97,12,95,037 97.13
Add: Issue of Shares on exercise of Employee Stock Options (Note 45) * 28,452 0.00
As at March 31, 2022 97,13,23,489 97.13
*Refer Note 57
As at April 1, 2021 119.33 2.60 2,859.71 0.19 302.87 0.04 (5.00) 3,279.74 7.06 3,286.80
Profit for the year - - 832.82 - - - - 832.82 0.13 832.95
Other comprehensive income - - 0.60 - - - (16.10) (15.50) (0.02) (15.52)
for the year (net of tax)
Total Comprehensive - - 833.42 - - - (16.10) 817.32 0.11 817.43
Income for the year
Share based payments - 5.62 - - - - - 5.62 - 5.62
(Note 45)
Exercise of share options 1.39 (1.39) - - - - - - - -
(Note 45)
Cost of Share Based - (0.06) - - - - - (0.06) - (0.06)
Payments (Note 45)
Transfer to housing reserves - - (0.80) - - - - (0.80) - (0.80)
(Note 29)
Dividends (Note 31) - - (271.96) - - - - (271.96) - (271.96)
As at March 31, 2022 120.72 6.77 3,420.37 0.19 302.87 0.04 (21.10) 3,829.86 7.17 3,837.03
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2022
b. Other equity (Contd.)
As at April 1, 2020 116.77 2.25 2,170.05 0.19 302.87 0.04 (18.57) (10.59) 2,563.01 7.11 2,570.12
Profit for the year - - 719.75 - - - - - 719.75 (0.03) 719.72
Other comprehensive income - - (1.02) - - - 13.57 - 12.55 (0.02) 12.53
for the year(net of tax)
Total Comprehensive - - 718.73 - - - 13.57 - 732.30 (0.05) 732.25
Income for the year
Share based payments - 2.97 - - - - - - 2.97 - 2.97
(Note 45)
Exercise of share options 2.56 (2.56) - - - - - - - - -
(Note 45)
Cost of Share Based - (0.06) - - - - - - (0.06) - (0.06)
Payments (Note 45)
Transfer to housing reserves - - (0.40) - - - - - (0.40) - (0.40)
(Note 29)
Amount transferred to - - 0.47 - - - - 10.59 11.06 - 11.06
Statement of Profit & Loss
Dividends (Note 31) - - (29.14) - - - - - (29.14) - (29.14)
As at March 31, 2021 119.33 2.60 2,859.71 0.19 302.87 0.04 (5.00) - 3,279.74 7.06 3,286.80
The accompanying notes are an integral part of the Consolidated Ind AS financial statements.
As per our report of even date
For S.R. BATLIBOI & CO. LLP For and on behalf of Board of Directors of Berger Paints India Limited
Chartered Accountants
Firm Registration Number 301003E/E300005
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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2022
` in Crores
Particulars 31.03.2022 31.03.2021
A. Cash flows from operating activities:
Profit before tax 1,122.29 978.62
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortisation expense 226.51 211.14
Gain on early termination of leases (1.26) (2.04)
(Profit)/loss on sale/discard of Property, plant and equipment and intangible assets (6.79) (0.07)
Sundry Balances written back (4.51) -
Share based payments to employees 5.56 2.90
Foreign Currency Translation (5.75) 4.90
Unrealised foreign exchange (gain)/loss 0.82 (2.59)
Net gain on sale of mutual fund investments measured at Fair Value Through Profit or Loss (FVTPL) (6.91) (6.72)
Fair value gain on mutual fund investments measured at Fair Value Through Profit or Loss (FVTPL) (0.90) (3.31)
Share of (Profit)/loss in joint ventures (3.86) 5.61
Finance costs 50.72 44.10
Interest income (20.16) (16.32)
Operating profit before working capital changes 1,355.76 1,216.22
Adjustments for :
Increase in trade payables 313.83 432.68
Increase/(Decrease) in other financial liabilities 20.91 (8.75)
Increase in other liabilities 6.81 34.28
Decrease in provisions (2.84) (5.23)
Increase in loans, deposits and other financial assets (8.32) (29.50)
(Increase)/decrease in other assets (86.77) 51.81
Increase in trade receivables (33.96) (305.61)
Increase in inventories (699.70) (337.68)
Cash generated from operations 865.72 1,048.22
Direct taxes paid (net of refunds) (299.22) (252.46)
Net cash flows from operating activities (A) 566.50 795.76
B. Cash flows from investing activities:
Purchase of Property, plant and equipment and intangible assets (including capital work in progress) (774.02) (186.09)
Proceeds from sale of Property, plant and equipment and intangible assets 14.44 1.33
Investment in joint venture - (19.60)
Proceeds from sale of current investments 1,192.99 869.09
Purchase of current investments (1,062.69) (889.51)
Proceeds from maturity of fixed deposits with banks 405.22 1,649.54
Investment in fixed deposits with banks (322.47) (1,899.86)
Dividend received from Joint Venture 2.71 3.92
Interest received 22.53 14.48
Net cash flows used in investing activities (B) (521.29) (456.70)
C. Cash flows from financing activities:
Proceeds from issuance of equity share capital * 0.00 0.01
Net movement in cash credit 6.20 (26.40)
Movement in long term borrowings (155.82) (73.90)
Proceeds from short term borrowings 3,108.10 1,456.71
Repayment of short term borrowings (2,666.13) (1,508.52)
Payment of lease liabilities (75.71) (75.28)
Interest paid (22.81) (25.25)
Dividend paid (271.96) (29.13)
Net cash flow used in financing activities (C ) (78.13) (281.76)
Net increase in cash and cash equivalents [A+B+C] (32.92) 57.30
Cash and cash equivalents as at the beginning of the year (Refer Note 15) 136.22 78.92
Cash and cash equivalents as at end of the year (Refer Note 15) 103.30 136.22
Components of cash and cash equivalents (Refer Note 15)
Balances with banks:
– On current accounts 86.91 105.50
– Deposits with original maturity of less than three months 11.74 24.38
Cheques/ drafts on hand 3.96 5.59
Cash on hand 0.69 0.75
Total cash and cash equivalents 103.30 136.22
*Refer Note 57
Summary of significant accounting policies 3
The accompanying notes are an integral part of the Consolidated Ind AS financial statements.
As per our report of even date
For S.R. BATLIBOI & CO. LLP For and on behalf of Board of Directors of Berger Paints India Limited
Chartered Accountants
Firm Registration Number 301003E/E300005
per Bhaswar Sarkar Kuldip Singh Dhingra – Chairman
Partner Gurbachan Singh Dhingra – Vice-Chairman
Membership Number: 055596 Abhijit Roy – Managing Director & CEO
Place: Kolkata Srijit Dasgupta – Director-Finance & CFO
Dated: May 26, 2022 Arunito Ganguly – VP & Company Secretary
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1. Corporate Information
The consolidated Ind AS financial statements comprise financial statements of Berger Paints India Limited (‘BPIL’ or ‘the
Holding Company’ or ‘the Company’) and its subsidiaries (collectively, the Group) and includes share of profit/loss of the joint
ventures for the year ended 31 March 2022. The Holding Company is a public company domiciled in India and is incorporated
under the provisions of the Companies Act applicable in India. Its shares are listed on three recognised stock exchanges in India.
The registered office of the Holding Company is located at Berger House, 129 Park Street, Kolkata-700 017.
The Group is principally engaged in the manufacturing and selling of paints. The Group caters primarily to domestic market.
Information on the Group’s structure is provided in Note 43. Information on other related party relationships of the Group is
provided in Note 48.
The consolidated Ind AS financial statements were authorised for issue in accordance with a resolution of the directors on
May 26, 2022.
The consolidated Ind AS financial statements of the Group have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time)
and presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as
applicable to the consolidated financial statements.
The consolidated Ind AS financial statements have been prepared on a historical cost basis, except for certain assets and
liabilities which have been measured at fair values (refer accounting policy regarding financial instruments). The consolidated
Ind AS financial statements are presented in INR and all values are rounded-off to the nearest crores, except when otherwise
indicated. These consolidated financial statements provide comparative information in respect of the previous period.
The Company has prepared the financial statements on the basis that it will continue to operate as a going concern.
Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a
revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
The consolidated Ind AS financial statements comprise the financial statements of the Holding Company, its subsidiaries and
joint ventures as at March 31, 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the
Group controls an investee if and only if the Group has:
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
Exposure, or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns
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Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when
the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
The contractual arrangement with the other vote holders of the investee
The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary
and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or
disposed of during the year are included in the consolidated Ind AS financial statements from the date the Group gains control
until the date the Group ceases to control the subsidiary.
Consolidated Ind AS financial statements are prepared using uniform accounting policies for like transactions and other events
in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated Ind
AS financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that
group member’s financial statements in preparing the consolidated Ind AS financial statements to ensure conformity with the
group’s accounting policies.
Consolidation procedure:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Holding Company with those
of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and
liabilities recognised in the consolidated financial statements at the acquisition date.
(b) Offset (eliminate) the carrying amount of the Holding Company’s investment in each subsidiary and the Holding
Company’s portion of equity of each subsidiary. Business combinations policy explains how to account for any
related goodwill.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory
and property, plant and equipment, are eliminated in full). Intragroup losses may indicate an impairment that requires
recognition in the consolidated financial statements. Ind AS 12 Income Taxes applies to temporary differences that arise
from the elimination of profits and losses resulting from intragroup transactions.
(d) The translation of the functional currencies into Indian Rupees (functional and presentation currency) of foreign
subsidiaries is performed for assets and liabilities using closing exchange rates at the Balance Sheet date, for revenues,
costs, and expenses using average rates prevailing during the period. The resultant exchange difference arising out of such
transactions is recognized as part of Other Comprehensive Income (OCI) as Foreign Currency Translation Reserve by the
Holding Company until the disposal of Investment.
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(e) Joint Ventures are entities over which the Group has joint control along with third parties. Investments in Joint Ventures
are accounted for using the equity method of accounting. The investment is initially recognised at cost, and the carrying
amount is increased or decreased to recognise the investor’s share of profit or loss of the investee after the acquisition date.
(f) Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
(g) Accounting period of the subsidiaries and joint ventures are disclosed in Note 43 of the consolidated Ind AS
financial statements.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interest in the
acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair
value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date
fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they
are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits
is not probable.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount
recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities
assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses
whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used
to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of
net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity
as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity
as capital reserve, without routing the same through OCI.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.
A cash generating unit (CGU) to which goodwill has been allocated is tested for impairment annually when there is an
indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount,
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the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit prorata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised
in Statement of Profit and Loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of a CGU to which goodwill is allocated, the goodwill associated with the disposed CGU is included in the
carrying amount of the CGU when determining the gain or loss on disposal.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement and have rights to
the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists
only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The considerations made in determining whether significant influence or joint control are similar to those necessary to
determine control over the subsidiaries.
The Group’s investments in its joint venture are accounted for using the equity method. Under the equity method, the investment
in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the
Group’s share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in
the carrying amount of the investment and is not tested for impairment individually.
The Statement of Profit and Loss (SPL) reflects the Group’s share of the results of operations of the joint venture. Any change
in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly
in the equity of the joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes
in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the
extent of the interest in the joint venture.
If an entity’s share of losses of a joint venture equals or exceeds its interest in the joint venture (which includes any long-term
interest that, in substance, form part of the Group’s net investment in the joint venture), the entity discontinues recognising
its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the joint venture. If the joint venture subsequently reports profits, the entity resumes
recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the Statement of Profit and Loss.
When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of
the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint
venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint
venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the
recoverable amount of the joint venture and its carrying value, and then recognises the loss as ‘Share of profit of a joint venture’
in the Statement of Profit and Loss.
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The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated
as current when it is:
Expected to be realised or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
The group has identified twelve months as its operating cycle.
The Group’s consolidated Ind AS financial statements are presented in INR, which is also the Holding Company’s functional
currency. For each entity the Group determines the functional currency and items included in the financial statements of each
entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a
foreign operation the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
The functional currency of BPIL, Beepee Coatings Private Limited, STP Limited, SBL Specialty Coatings Private Limited,
Berger Hesse Wood Coatings Private Limited, Berger Rock Paints Private Limited, Berger Becker Coatings Private Limited
(Joint Venture) and Berger Nippon Paint Automotive Coatings Private Limited (Joint Venture) is Indian Rupee. The functional
currency of other subsidiaries including step down subsidiaries and step-down joint venture included within the Group are the
respective local currencies.
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot
rates at the date the transaction first qualifies for recognition. However, for practical reasons, the group uses an average rate if
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the average approximates the actual rate at the date of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception
of the following:
► Exchange differences arising on monetary items that forms part of a reporting entity’s net investment in a foreign operation
are recognised in profit or loss in the separate financial statements of the reporting entity or the individual financial
statements of the foreign operation, as appropriate. In the financial statements that include the foreign operation and
the reporting entity (e.g., consolidated financial statements when the foreign operation is a subsidiary), such exchange
differences are recognised initially in OCI. These exchange differences are reclassified from equity to profit or loss on
disposal of the net investment.
► Exchange differences arising on monetary items that are designated as part of the hedge of the Group’s net investment of
a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulative
amount is reclassified to profit or loss.
► Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary
items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item
(i.e., translation differences on items whose fair value gain or loss is recognised in OCI or Statement of Profit and Loss are also
recognised in OCI or Statement of Profit and Loss, respectively).
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the
reporting date and their Statements of Profit and Loss are translated at exchange rates prevailing at the dates of the transactions.
For practical reasons, the group uses an average rate to translate income and expense items, if the average rate approximates
the exchange rates at the dates of the transactions. The exchange differences arising on translation for consolidation are
recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is
recognised in Statement of Profit and Loss.
Any goodwill arising in the acquisition/ business combination of a foreign operation on or after 1 April 2016 and any fair value
adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the
foreign operation and translated at the spot rate of exchange at the reporting date.
Any goodwill or fair value adjustments arising in business combinations/ acquisitions, which occurred before the date of
transition to Ind AS (1 April 2016), are treated as assets and liabilities of the entity rather than as assets and liabilities of the
foreign operation. Therefore, those assets and liabilities are non-monetary items already expressed in the functional currency
of the Holding Company and no further translation differences occur.
Gain or loss on a subsequent disposal of any foreign operation excludes translation differences that arose before the date of
transition but includes only translation differences arising after the transition date.
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The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in
its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated Ind AS financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
► Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
► Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable
► Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable
For assets and liabilities that are recognised in the consolidated Ind AS financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest
level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at
an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
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The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods
or services before transferring them to the customer.
Sale of Goods
Revenue from sale of goods is recognised on transfer of control in the goods to customers at a point of time by performance
of obligation towards delivery or as per customers’ instruction. The normal credit term is 30 to 90 days upon delivery. The
revenue is based on the consideration defined in the contract with a customer, including variable consideration, such as
discounts, volume rebates, rights to return or other contractual reductions. As the period between the date on which the Group
transfers the promised goods to the customer and the date on which the customer pays for these goods is generally one year or
less, no financing components are considered. The Group considers whether there are other promises in the contract that are
separate performance obligations to which a portion of the transaction price needs to be allocated.
The Group provides volume rebates to certain customers once the quantity of products purchased by the customers during the
period exceeds a threshold specified in the contract. Generally, rebates are offset against the amounts payable by the customer.
To estimate the variable consideration for the expected future rebates, the Group applies the expected value method.
Certain contracts provide a customer with a right to return the goods within a specified period. The Group uses the expected value
method to estimate the goods that will not be returned because this method best predicts the amount of variable consideration
to which the Group will be entitled. The requirements in Ind AS on constraining estimates of variable consideration to are also
applied in order to determine the amount of variable consideration that can be included in the transaction price.
The Holding Company provides service related to painting that is bundled together with the sale of goods to a customer.
Revenue from contracts with customers for combined output comprising of goods and services for which consideration
receivable by the Group is determined on the basis of surface area painted is recognised at a point of time when such combined
output is delivered to customers’ satisfaction as per agreed milestones and customers acknowledge their obligation to pay for
such output in accordance with terms and condition of underlying contracts. Obligations under each milestone are performed
over short durations of not more than a month.
Interest income
Interest income is accrued on a time proportion basis, by reference to the principal outstanding and effective interest rate
applicable.
Dividend income
Dividend income from investments is recognised when the right to receive payment has been established.
Trade receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time
is required before payment of the consideration is due). Refer to accounting policies of financial assets in section “Financial
instruments – initial recognition and subsequent measurement”.
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Government grants and subsidies are recognised where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with.
When the grant or subsidy relates to revenue and is not relatable to the corresponding costs, it is recognised as income on a
systematic basis in the Statement of Profit and Loss, under Other Operating Revenue, over the periods necessary to match
them with the related costs, which they are intended to compensate. When the grant or subsidy relates to an asset, it is deducted
from the carrying amount of the asset. The grant is recognised in the Statement of Profit and Loss over the useful life of the
depreciable asset by way of a reduced depreciation charge.
When the Group receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released
to Statement of Profit and Loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset
i.e., by equal annual instalments.
3.8. Taxes
Current income-tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities
in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where
the Group operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted,
at the reporting date.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI
or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The group shall reflect the
effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending
on which method predicts better resolution of the treatment.
Deferred Tax
Deferred tax is provided using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated Ind AS financial statements at the reporting date. Deferred income tax
is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss).
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be recovered.
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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised
in Other Comprehensive Income (OCI) or directly in equity. In this case, the tax is also recognised in OCI or directly in equity,
respectively.
In the situations where the Group is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws
prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognized in respect of
temporary differences which reverse during the tax holiday period, to the extent the Group’s gross total income is subject to the
deduction during the tax holiday period. Deferred tax in respect of temporary differences which reverse after the tax holiday
period is recognized in the year in which the temporary differences originate. However, the Group restricts recognition of
deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient
future taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred
taxes, the temporary differences which originate first are considered to reverse first.
Expenses and assets are recognised net of the amount of Goods and Service tax paid, except:
When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the
tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
When receivables and payables are stated with the amount of tax included
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in
the balance sheet.
Property, plant and equipment and Capital work in progress are carried at cost of acquisition, on current cost basis less
accumulated depreciation and accumulated impairment, if any. Cost comprises purchase price and directly attributable cost
of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at
the purchase price. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term
construction projects if the recognition criteria are met. Machinery spares which can be used only in connection with an item of
property, plant and equipment and whose use is expected to be irregular are capitalised and depreciated over the useful life of
the principal item of the relevant assets. When significant parts of plant and equipment are required to be replaced at intervals,
the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its
cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied.
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All other repair and maintenance costs are recognised in Statement of Profit and Loss as incurred. The present value of the
expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition
criteria for a provision are met. Refer to Note 42 regarding significant accounting judgements, estimates and assumptions and
provisions for further information about the recorded decommissioning provision.
Depreciation is provided on Straight Line method over the useful lives of property, plant and equipment as estimated by
management. Pursuant to Notification of Schedule II of the Companies Act, 2013 depreciation is provided prorata basis on
straight line method at the rates determined based on estimated useful lives of property, plant and equipment where applicable,
prescribed under Schedule II to the Companies Act 2013 with the exception of the following items for which useful lives as
estimated by management based on technical evaluation are different from those specified in aforesaid Schedule II.
• Plant and Machinery: 3 years to 21.05 years
• Motor Vehicles: 6.67 years
• Tinting Machines: Based on useful lives of 60 months
• No depreciation is provided on freehold land
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit
and Loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate. In particular, the Group considers the impact of health, safety and
environmental legislation in its assessment of expected useful lives and estimated residual values.
Cost of assets not ready for intended use, at the balance sheet date, is shown as capital work in progress. Capital work in
progress is stated at cost, net of accumulated impairment loss, if any.
Intangible Assets are recognized only when future economic benefits arising out of the assets flow to the enterprise and
are amortised over their useful life ranging from 3 to 5 years. Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation
and accumulated impairment losses, if any. Internally generated intangibles, excluding capitalised development costs, are
not capitalised and the related expenditure is reflected in Statement of Profit and Loss in the period in which the expenditure
is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is
an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
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expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation
period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible
assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of
another asset.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at
the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life
continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is
derecognised.
Research is original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge
and understanding. Expenditure incurred on research of an internal project is recognised as an expense in Statement of Profit
and Loss, when it is incurred.
Development is the application of research findings or other knowledge to a plan or design for the production of new or
substantially improved materials, devices, products, processes, systems or services before the start of commercial production
or use. An intangible asset arising from development is recognised if, and only if, the following criteria are met:
(a) it is technically feasible to complete the intangible asset so that it will be available for use or sale.
(b) the Group intends to complete the intangible asset and use or sell it.
(c) the Group has ability to use or sell the intangible asset.
(d) the Group can demonstrate how the intangible asset will generate probable future economic benefits.
(e) the Group has adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset.
(f) the Group has ability to measure reliably the expenditure attributable to the intangible asset during its development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated
amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the
asset is available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the
Statement of Profit and Loss unless such expenditure forms part of carrying value of another asset.
During the period of development, the asset is tested for impairment annually.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing Costs include
interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the
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extent they are regarded as an adjustment to the borrowing costs. Discount on Commercial Papers is amortised over the tenor
of the underlying instrument. Borrowing Costs, allocated to and utilised for qualifying assets, pertaining to the period from
commencement of activities relating to construction / development of the qualifying asset upto the date the asset is ready for
its intended use is added to the cost of the assets. Capitalisation of Borrowing Costs is suspended and charged to the Statement
of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted. All other
borrowing costs are expensed in the period they occur.
3.13. Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use assets includes the present value of lease payments to be
made over the lease term, initial direct costs incurred, and lease payments made at or before the commencement date less any
lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets, as follows:
• Buildings 2 years to 15 years
• Leasehold Land 20 years to 99 years
If ownership of the leased asset transfers to the group at the end of the lease term or the cost reflects the exercise of a purchase
option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 3.15 Impairment of
non-financial assets.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any
lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the group and payments of penalties for terminating the lease, if the lease term reflects the group exercising the
option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they
are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
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In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount
of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease
payments. (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments)
or a change in the assessment of an option to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of properties taken on rent (i.e., those
leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also
applies the lease of low-value assets recognition exemption to properties that are of low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
As a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as
operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset
and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period
in which they are earned.
3.14. Inventories
Raw materials, stores and spares and packing materials are valued at lower of cost and estimated net realisable value. Cost is
determined on weighted average basis. However, materials and other items held for use in the production of inventories are not
written down below cost if the finished products in which they will be incorporated are expected to be sold are at or above cost.
Finished goods and Work-in-process are stated at the lower of cost and estimated net realisable value. Cost of inventories
constitutes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity.
Traded goods are valued at lower of cost and net realizable value. Cost includes cost of purchase and other costs incurred in
bringing the inventories to their present location and condition. Cost is determined on a weighted average basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
estimated costs necessary to make the sale.
Provision is recognised for damaged, defective or obsolete stocks where necessary. Cost of all inventories is determined using
weighted average method of valuation.
The Group assesses at each reporting date whether there is an indication that an asset including goodwill may be impaired.
If any indication exists, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of
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an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for
an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets
or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling
price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate
valuation model is used.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the
asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in
the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal
is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that
would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the statement of profit and loss unless the asset is carried at a revalued amount, in which case, the
reversal is treated as a revaluation increase.
Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when
circumstances indicate that the carrying value may be impaired.
A provision is recognized when the Group has a present obligation (legal or constructive) as a result of past event; it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of the obligation. The expense relating to a provision is presented in the Statement of Profit and Loss.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time
is recognised as a finance cost.
The Group records a provision for decommissioning costs for its certain manufacturing facilities. Decommissioning costs are
provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognised as part
of the cost of the particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the
decommissioning liability. The unwinding of the discount is expensed as incurred and recognised in the Statement of Profit
and Loss as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate.
Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision.
However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has
occurred on assets dedicated to that contract.
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An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it
has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of
fulfilling it and any compensation or penalties arising from failure to fulfil it.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence
or non‐occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not
recognized because it is not probable that an outflow of resources will be required to settle the obligation. The Group does not
recognize a contingent liability but discloses its existence in the consolidated Ind AS financial statements.
Liabilities for short-term employee benefits that are expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service are recognised in respect of employees' services up to the end of
the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are
presented as 'Employee Benefits Payable' within 'Other Financial Liabilities' in the Balance Sheet.
Post-employment Benefits
a. Superannuation
Contribution made to Superannuation Fund for certain employees of the Holding Company are recognised in the
Statement of Profit and Loss as and when services are rendered by employees. The Holding Company has no liability
for future Superannuation Fund benefits other than its contribution.
b. Provident Fund
Contributions in respect of employees of Holding Company who are not covered by Holding Company’s Employees
Provident Fund Trust and in respect of other employees of the Group are made to the Fund administered by the
Regional Provident Fund Commissioner as per the provisions of Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952 and are charged to Statement of Profit and Loss as and when services are rendered by employees.
The Group has no obligation other than the contribution payable to the Regional Provident Fund.
a. Gratuity
Every employee who has completed five years or more of service is entitled to Gratuity as per the provisions of
The Payment of Gratuity Act, 1972. Retirement Gratuity for employees of the Holding Company, is funded through
a scheme of Life Insurance Corporation of India. The costs of providing benefits under this plan are determined
on the basis of actuarial valuation using the projected unit credit method at each year-end. Actuarial gains/losses
are immediately recognised in retained earnings through Other Comprehensive Income in the period in which they
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occur. Re-measurements are not re-classified to Statement of Profit and Loss in subsequent periods. The excess/
shortfall in the fair value of the plan assets over the present value of the obligation calculated as per actuarial methods
as at balance sheet dates is recognised as a gain/loss in the Statement of Profit and Loss. Any asset arising out
of this calculation is limited to the past service cost plus the present value of available refunds and reduction in future
contributions.
b. Provident Fund
In respect of the employees covered by the Holding Company’s Employee Provident Fund Trust in Point I b in
the previous page, contributions to the Holding Company’s Employees Provident Fund Trust (administered by the
Holding Company as per the provisions of Employees' Provident Fund and Misc. Provisions Act, 1952) are made
in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the
Government.
In the case of contribution to the Trust, the Holding Company has an obligation to make good the shortfall, if any,
between the return from the investments of the Trust and the notified interest rate and recognizes such obligation, if
any, determined based on an actuarial valuation as at the balance sheet date, as an expense.
The Group treats accumulated leave to the extent such leave are carried forward as long-term employee benefit for
measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using
the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the Statement of Profit
and Loss and are not deferred. The Group presents the leave as a current liability in the balance sheet, to the extent it
does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Group has the
unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as
non-current liability.
Stock options are granted to the employees under the stock option scheme. The cost of stock options granted to the employees
(equity-settled awards) of the Holding Company is the difference between fair value of equity instruments granted and the
price at which options may be exercised by concerned employees. For each stock option, the measurement of fair value is
performed on the grant date. The grant date is the date on which the Holding Company and the employees agree to the stock
option scheme. The fair value so determined is revised only if the stock option scheme is modified in a manner that is beneficial
to the employees.
Aforesaid cost of stock options is recognised, together with a corresponding increase in Employee Stock Options outstanding
account in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits
expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the Holding Company’s best estimate of the number of equity
instruments that will ultimately vest. The Statement of Profit and Loss expense or credit for a period represents the movement
in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
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The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings
per share.
If the options vest in instalments (i.e., the options vest prorata over the service period), then each instalment is treated as a
separate share option grant because each instalment has a different vesting period.
Cash and cash equivalents for the purpose of presentation in Cash Flow Statement and in the balance sheet comprise cash at
banks and on hand and short-term deposits with an original maturity of three months or less that are readily convertible to
known amounts of cash, which are subject to an insignificant risk of changes in value.
The Group uses forward currency contracts to hedge its foreign currency risks. Such forward currency contracts are initially
measured at fair value on the date on which a forward currency contract is entered into and are subsequently re-measured at
fair value. Forward currency contracts are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative. Changes in the fair value of forward contracts are recognized in the Statement of Profit and
Loss as they arise.
Basic Earnings Per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by
the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings
per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares
outstanding during the period is adjusted for the effects of all dilutive potential equity shares.
The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for
events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity
shares outstanding, without a corresponding change in resources.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
A. Financial assets
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value
through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset.
For purposes of subsequent measurement, financial assets are classified in two categories:
Equity instruments measured at fair value through other comprehensive income (FVTOCI)
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A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:
The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest
rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortisation is included in Other Income in the Statement of
Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category
generally applies to trade and other receivables.
Equity investments
All equity investments in scope of Ind-AS 109 are measured at fair value other than equity investments measured at
deemed cost on first time adoption of Ind AS. Equity instruments which are held for trading are classified as at Fair
Value Through Profit or Loss (FVTPL). For all other equity instruments, the Group decides to classify the same either
as at FVTOCI or FVTPL. The Group makes such election on an instrument-by-instrument basis. The classification is
made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Statement of Profit
and Loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit and Loss.
iii. De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is
primarily derecognised when:
The rights to receive cash flows from the asset have expired, or
The Group has transferred substantially all the risks and rewards of the asset
In accordance with Ind-AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the following financial assets and credit risk exposure:
• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits,
trade receivables and bank balance
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The Group follows ‘simplified approach’ for recognition of impairment loss allowance on Trade receivables.
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial
recognition.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of
a financial instrument. ECL is the difference between all contractual cash flows that are due to the Group in
accordance with the contract and all the cash flows that the entity expects to receive, discounted at the original
EIR. When estimating the cash flows, an entity is required to consider:
• All contractual terms of the financial instrument (including prepayment, extension, call and similar options)
over the expected life of the financial instrument. However, in rare cases when the expected life of the financial
instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the
financial instrument
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms
As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio
of its trade receivables. The provision matrix is based on its historically observed default rates over the expected
life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical
observed default rates are updated and changes in the forward-looking estimates are analysed.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/expense in
the Statement of Profit and Loss (SPL). This amount is reflected under the head ‘other expenses’ in the SPL. The
balance sheet presentation for various financial instruments is described below:
• Financial assets measured at amortised cost: ECL is presented as an allowance, i.e., as an integral part of the
measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset
meets write-off criteria, the Group does not reduce impairment allowance from the gross carrying amount.
For assessing increase in credit risk and impairment loss, the Group combines financial instruments on the
basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable
significant increases in credit risk to be identified on a timely basis.
B. Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowing or payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable transaction costs.
The Group’s financial liabilities include Trade and other Payables, loans and borrowings including bank overdrafts
and financial guarantee contracts.
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Financial liabilities at fair value through profit or loss include derivatives, financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also
includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in
hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading
unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at
the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL,
fair value gains/ losses attributable to changes in own credit risks are recognized in OCI. These gains/losses are not
subsequently transferred to SPL. However, the Group may transfer the cumulative gain or loss within equity. All other
changes in fair value of such liability are recognised in the Statement of Profit and Loss.
Trade Payables
Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year
which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at
amortised cost using the effective interest method.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are derecognised as
well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse
the lender for a loss it incurs because the specified borrower fails to make a payment when due in accordance with the
terms of a loan agreement. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for
transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured
at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the
amount recognised less cumulative amortisation.
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De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-
recognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the Statement of Profit and Loss.
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis,
to realise the assets and settle the liabilities simultaneously. The legally enforceable right must not be contingent on
future events and must be enforceable in the normal course of business and in the event of default, insolvency or
bankruptcy of the Company or the counterparty.
The Holding Company recognises a liability to make cash distributions to equity holders of the Holding Company when the
distribution is authorised and the distribution is no longer at the discretion of the Holding Company. As per the corporate laws
in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly
in equity.
The Business Process and Risk Management Committee of the Holding Company, approved by the Board of Directors and
Audit Committee performs the function of allotment of resources and assessment of performance of the Group. Considering
the level of activities performed, frequency of their meetings and level of finality of their decisions, the Holding Company has
identified that Chief Operating Decision Maker function is being performed by the Business Process and Risk Management
Committee. The financial information presented to the Business Process and Risk Management Committee in the context
of results and for the purposes of approving the annual operating plan is on a consolidated basis for various products of the
Group. As the Group’s business activity falls within a single business segment viz., ‘Paints’ and the sales substantially being
in the domestic market, the consolidated Ind AS financial statement are reflective of the information required by Ind AS 108
“Operating Segments”.
MCA issued an amendment to Ind AS 116 Covid-19-Related Rent Concessions beyond 30 June 2021 to update the condition
for lessees to apply the relief to a reduction in lease payments originally due on or before 30 June 2022 from 30 June 2021.
The amendment applies to annual reporting periods beginning on or after 1 April 2021. In case a lessee has not yet approved
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the financial statements for issue before the issuance of this amendment, then the same may be applied for annual reporting
periods beginning on or after 1 April 2020.
These amendments had no material impact on the consolidated Ind AS financial statements of the Company.
The definition of “Recoverable amount” is amended such that the words “the higher of an asset’s fair value less costs to sell and
its value in use” are replaced with “higher of an asset’s fair value less costs of disposal and its value in use”. The consequential
amendments are made in Ind AS 105, Ind AS 16 and Ind AS 28.
These amendments had no material impact on the consolidated financial statements of the Group.
The Framework is not a Standard and it does not override any specific standard. Therefore, this does not form part of a set of
standards pronounced by the standard-setters. While, the Framework is primarily meant for the standard-setter for formulating
the standards, it has relevance to the preparers in certain situations such as to develop consistent accounting policies for areas
that are not covered by a standard or where there is choice of accounting policy, and to assist all parties to understand and
interpret the Standards. The amendments made in following standards due to Conceptual Framework for Financial Reporting
under Ind AS includes amendment of the footnote to the definition of an equity instrument in Ind AS 102 - Share Based
Payments, footnote to be added for definition of liability i.e., definition of liability is not revised on account of revision of
definition in conceptual framework in case of Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets etc.
The MCA has notified the Amendments to Ind AS consequential to Conceptual Framework under Ind AS vide notification
dated June 18, 2021, applicable for annual periods beginning on or after April 1, 2021. Accordingly, the Conceptual Framework
is applicable for preparers for accounting periods beginning on or after 1 April 2021.
These amendments had no impact on the consolidated financial statements of the Group.
There are no new standards that are notified, but not yet effective, upto the date of issuance of the Group’s financial statements.
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(ii) For charge created on Property, plant and equipment refer note 47b (iv).
Note 4. (iii)
Title deeds of immovable properties set out in Note 4 above, are in the name of the Holding Company except those mentioned below which
is transferred to and vested in the Holding Company pursuant to the respective Schemes of Amalgamation in earlier years.
` in Crores
Gross Carrying Amount Net Carrying Amount Whether title deed
holder is a promoter, Reason for not
Property held
Number of Description of item As at As at As at As at Title Deeds Held director or relative being held in
Assets since which
title deeds of property March 31, March 31, March 31, March 31, in the name of of promoter/director the name of the
date
2022 2021 2022 2021 or employee of company
promoter/director
Property, plant 1 Freehold land at 1.36 1.36 1.36 1.36 Berger Auto No March 3, 2005 Refer Note
and equipment Rishra, West Bengal & Industrial below
Coatings Limited
Note: In terms of the order dated March 3, 2005 by the Hon’ble High Court at Calcutta approving Scheme of Amalgamation of Berger Auto
and Industrial Coatings Limited with the Holding Company, the particular freehold land was transferred to the Holding Company.
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` in Crores
Particulars As at 31 March 2022
Amount in CWIP for a period of Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 584.48 6.69 7.82 6.52 605.51
` in Crores
Particulars As at 31 March 2021
Amount in CWIP for a period of Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 70.68 16.21 15.14 4.72 106.75
b) There are no projects as on each reporting period where activity had been suspended. Also there are no projects as on the reporting
period which has exceeded cost as compared to its original plan or where completion is overdue.
Note 6. Goodwill
` in Crores
Particulars On consolidation On acquisition Total
Gross block at cost
As at April 1, 2020 74.30 204.66 278.96
Additions - - -
Disposals - - -
Translation Difference - 8.67 8.67
As at March 31, 2021 74.30 213.33 287.63
Additions - - -
Disposals - - -
Translation Difference - (12.07) (12.07)
As at March 31, 2022 74.30 201.26 275.56
Net Block
As at March 31, 2022 74.30 201.26 275.56
As at March 31, 2021 74.30 213.33 287.63
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Accumulated Amortisation
Net Block
* Refer Note 57
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BERGER PAINTS INDIA LIMITED
NOTES TO CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
` in Crores
Year ended Year ended
Particulars
March 31, 2022 March 31, 2021
Total income 484.17 363.86
Total expenses 476.66 375.29
PAT 7.51 (11.43)
Total Comprehensive Income 7.59 (11.31)
Group's Share of Profit/(Loss) from joint ventures 3.86 (5.61)
Group's share of Other Comprehensive Income/(Loss) for the year from joint ventures 0.04 0.06
Group's share of Total Comprehensive Income for the year from joint ventures 3.90 (5.55)
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(i) Trade receivables are non-interest bearing and generally have credit period from 30 to 90 days.
(ii) For terms and conditions relating to related party receivables, refer Note 48b.
(iii) Refer Note 51 for Movement in expected credit loss allowance on trade receivable.
` in Crores
Outstanding as on March 31, 2021 from due date of payment
Current but
Particulars Less than 6 months More than Total
not due 1-2 years 2-3 years
6 Months – 1 year 3 years
Undisputed Trade Receivables
Considered good 815.32 174.32 10.93 11.72 6.33 1.10 1,019.72
Credit impaired 0.35 4.06 1.16 4.27 3.17 4.25 17.26
Disputed Trade Receivables
Credit impaired - - - 1.17 1.74 3.42 6.33
Note- There are no unbilled dues as on each reporting date.
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* Refer Note 57
The Holding Company has only one class of equity shares having a par value of `1 each. Holder of each equity share is entitled to one
vote per share. The Holding Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors
is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of
liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets of the Holding Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
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c) Equity shares held by the ultimate holding company and/or the subsidiaries/associates of Holding Company
As at As at
Particulars
March 31, 2022 March 31, 2021
U K Paints (India) Private Limited [Ultimate Holding Company] 48,65,45,399 48,65,45,399
Jenson & Nicholson (Asia) Limited, UK 14,06,56,782 14,06,56,782
Citland Commercial Credits Limited 3,09,15,659 3,09,15,659
Wang Investment & Finance Pvt. Ltd. 2,99,85,580 2,99,85,580
Bigg Investments & Finance Pvt. Ltd. 79,52,420 79,52,420
d) Details of shareholders holding more than 5 percent of equity shares in the Holding Company
As at As at
Particulars March 31, 2022 March 31, 2021
No. of Shares % holding No. of Shares % holding
U K Paints (India) Private Limited [Ultimate Holding Company] 48,65,45,399 50.09% 48,65,45,399 50.09%
Jenson & Nicholson (Asia) Limited, UK 14,06,56,782 14.48% 14,06,56,782 14.48%
As per records of the Holding Company, including its register of shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares as declared under the
relevant provisions of the Companies Act , 2013.
For movement of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Holding Company, refer Note 45.
f) The Holding Company has not issued any shares pursuant to any contract without payment being received in cash or as fully paid up
by way of bonus shares.The Holding Company has not bought back any shares.
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Note 1:
Comprises of:
i. Term Loan of Polish Zloty (PLN) 5.33 million (March 31, 2021 - PLN Nil) [equivalent `9.83 crores (equivalent ` Nil) secured by
way of hypothecation and/or mortgage over the property held at 12 Prosta Street, Zywiec in Poland and carries interest at WIBOR 3
Month + margin ( March 31, 2021 - Nil) and it is repayable by June 2026.
ii. Term Loan of USD Nil (March 31, 2021: USD 5.18 million) [equivalent ` Nil (March 31, 2021: `37.84 crores)] secured by an
unconditional and irrecoverable corporate guarantee from the Holding Company and by way of hypothecation and/or mortgage over
the fixed assets of the Holding Company ranking pari passu with charges created in favour of other lenders. The loan carries interest
at the rate of LIBOR plus 0.87% p.a. (March 31, 2021: LIBOR plus 0.87% p.a) and is repayable before June 7, 2022.
iii. Term Loan of USD Nil (March 31, 2021: USD 17.50 million) [equivalent ` Nil (March 31, 2021: `127.81 crores)] secured by an
unconditional and irrecoverable corporate guarantee from the Holding Company. The loan carries interest at the rate of Nil (March
31, 2021: LIBOR plus 1.20% p.a.) and is repayable until October 28, 2022.
The current portion of above long term borrowings are reflected in Note 25 .
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Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate:
` in Crores
Year Ended Year Ended
Particulars
March 31, 2022 March 31, 2021
Accounting Profit before Income tax 1,118.43 984.23
Profit before income tax multiplied by standard rate of corporate tax in India of 25.168% 281.49 247.71
(March 31, 2021: 25.168%)
Effects of:
Additional deduction allowed in respect of R&D Expenditure (0.22) -
Effect of different tax rates in the components 11.20 11.58
Other miscellaneous disallowances/(allowances) (2.96) (0.78)
Net effective income tax 289.51 258.51
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The tax rate used for reconciliation above is the corporate tax rate of 25.168% (Previous Year 25.168%) payable by corporate entities in
India on taxable profits under Indian tax law.
The Group has the following unused tax losses which arose on incurrence of capital losses and business losses under the Income Tax for
which no deferred tax asset has been recognised in the Balance Sheet
At the end of the reporting period, the aggregate amount of temporary differences associated with undistributed earnings of the subsidiaries
for which deferred tax liabilities have not been recognised is ` 392.14 crores (2020-21: `328.45 crores). No liability has been recognised
in respect of these differences because management controls the distributions of the earnings of the subsidiaries to the Holding Company
and it has no intention to distribute the earnings of the subsidiaries.
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Note - 1
Cash Credits from banks are secured by way of first charge on book debts, inventories and other current assets ranking pari passu between
the lenders for two subsidiaries (first pari passu charge over entire current assets of the two subsidiaries). Cash Credit is repayable on
demand and carries interest in the range of 6.00% to 9.70% per annum (March 31, 2021: 6.50%-9.50 % per annum).
Note - 2
(i). Working capital demand loans of `34.00 crores (March 31, 2021 - `35.20 crores) is secured by corporate guarantee of the Holding
Company. Loans are repayable within August 18, 2022 and carries interest from 6.30% to 6.50% per annum (March 31, 2021 - 6.20%
to 7.25% per annum).
(ii). Working Capital Demand Loan of PLN 13.39 million [equivalent `24.69 crores] [March 31, 2021 - PLN 8.74 million (equivalent
`17.13 crores)] and carries interest at WIBOR 1 Month + margin.
Note - 4
Commercial paper issued by the Holding Company carried an interest at 3.29%-4.08% per annum as at March 31, 2022 (March 31, 2021:
3.51%-4.00% per annum) and are repaid within the maturity period of 90 days.
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Note 25. Current Financial Liabilities – Borrowings [Changes in liabilities arising from financing activities (contd.)]
` in Crores
Particulars April 1, 2020 Cash flows Leases (Net) Others # March 31, 2021
Long term borrowing (Including current maturities) 238.26 (73.90) - 1.29 165.65
Current Borrowings
Current and Non Current Lease Liability 231.01 (75.28) 83.50 18.96 258.19
As at As at
Particulars
March 31, 2022 March 31, 2021
At Amortised Cost
(i) Total outstanding dues of micro enterprises and small enterprises 66.71 62.68
(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises
1,736.18 1,434.76
* Note: Acceptances include arrangements where operational suppliers of goods and services are initially paid by banks while the
Holding Company continues to recognise the liability till settlement with the banks which are normally effected within a period of 90 days.
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Note 26.1. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under to the extent the
Group has received intimation from the suppliers regarding their status under the Act
` in Crores
As at As at
Particulars
March 31, 2022 March 31, 2021
Principal amount remaining unpaid at the end of the year ** 64.34 58.20
Interest due thereon remaining unpaid at the end of the year 5.49 4.48
69.83 62.68
Delayed payment of Principal amount paid beyond appointed date during the entire financial year 206.21 236.03
Interest actually paid under Section 16 of the Act during the entire accounting year - -
Amount of Interest due and payable for the period of delay in making the payment (which have been paid but 0.95 1.60
beyond the appointed day during the year) but without adding interest specified under this Act
Amount of Interest due and payable for the period (where principal has been paid but interest under the - -
MSMED Act not paid)
Interest accrued and remaining unpaid at the end of the year 1.01 1.66
The amount of further interest remaining due and payable even in succeeding years, until such date when the 5.49 4.48
interest dues as above are actually paid to the Micro and Small Enterprises for the purpose of disallowances as
deductible expenditure under Section 23 of this Act
` in Crores
As at 31 March 2021
Outstanding for following periods from due Total
Unbilled Not Due
Particulars date of payment
Less than More than
1-2 years 2-3 years
1 year 3 years
Total outstanding dues of micro enterprises and small
- 48.56 10.74 1.37 0.57 1.44 62.68
enterprises
Total outstanding dues of creditors other than micro
389.51 808.47 211.70 9.70 4.15 11.23 1,434.76
enterprises and small enterprises
There are no outstanding disputed dues of micro enterprises and small enterprises and creditors other than micro enterprises and
small enterprises.
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As at As at
Particulars March 31, 2022 March 31, 2021
Note (a):
Housing Fund
At the beginning of the year 6.75 6.75
Arisen during the year 0.80 0.40
Utilized during the year (5.95) (0.40)
At the end of the year 1.60 6.75
Provision for housing fund has been recognised towards compliance with Section- 41 of Nepal Labour Act, 2048 in a subsidiary, Berger
Jenson & Nicholson (Nepal) Pvt Ltd.
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Note 32.2. Reconciliation of gross revenue with revenue from contracts with customers
` in Crores
Year ended Year ended
Particulars
March 31, 2022 March 31, 2021
Gross revenue 10,084.28 8,002.86
Less: rebates and discounts 1,428.50 1,265.98
Net revenue recognised from contracts with customers 8,655.78 6,736.88
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Note 36. (Increase)/decrease in inventories of finished goods, work-in-progress and traded goods
` in Crores
Year ended Year ended
Particulars
March 31, 2022 March 31, 2021
Opening Stock
Work-in-progress 103.45 71.44
Finished goods 809.33 687.99
Traded goods 147.75 109.55
1,060.53 868.98
Add: Stock Adjustment @ - 4.90
Closing Stock
Work-in-progress 144.99 103.45
Finished goods 1,151.30 809.33
Traded goods 145.73 147.75
1,442.02 1,060.53
(Increase)/decrease in inventories of finished goods, work-in-progress and traded goods (381.49) (186.65)
@ Represents finished goods used for purposes other than sale.
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* Refer Note 57
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# Corporate Social Responsibility expense of `17.37 Crores (March 31, 2021: `15.61 Crores) includes programme run by the Holding
Company for promoting employment enhancing vocational skill programme named 'iTrain' and `0.36 crore (March 31,2021: `0.27 crore
related to Indian subsidiaries.
@ Represents CSR activity undertaken during the year for which contractual payment was made subsequent to the year-end.
In compliance with the provisions laid under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021,there was no amount unspent for
the year ended March 31, 2022. Amount available for set off in succeeding financial years `0.33 crore (March 31, 2021: `0.12 crore).
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The following table reflects the income and earning per share data used in the basic and diluted EPS computations:
The preparation of the Group’s consolidated Ind AS financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
The Group based its assumptions and estimates on parameters available when the consolidated Ind AS financial statements were prepared.
Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising
that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. In the process of applying
the Group’s accounting policies, management has made the following judgements, estimates and assumptions, which have the most
significant effect on the amounts recognised in the consolidated Ind AS financial statements.
The cost and the present value of the defined benefit gratuity plan and other post-employment leave encashment benefit are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in future.
These include the determination of appropriate discount rate, estimating future salary increases and mortality rates. Due to the complexities
involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date. For further details refer Note 44.
(iii) Fair value measurement of financial instruments and guarantees (Refer Note 3.22)
When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices
in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken
from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors
could affect the reported fair value of financial instruments. See Note 50 for further disclosures.
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Property, plant and equipment represent a significant proportion of the asset base of the Group. The charge in respect of periodic
depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its
life. The useful lives and residual values of group's assets are determined by management at the time the asset is acquired and reviewed
periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of
future events, which may impact their life, such as changes in technology. Property, plant and equipment represent a significant proportion
of the asset base of the Holding Company. The charge in respect of periodic depreciation is derived after determining an estimate of an
asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of holding company's
assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The
lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as
changes in technology. The Holding Company also considers the impact of health, safety and environmental legislation in its assessment
of expected useful lives and estimated residual values.
The Group makes loss allowances for credit impaired debts based on an assessment of the recoverability of trade and other receivables.
The identification of credit impaired debts requires use of judgments and estimates. Where the expectation is different from the original
estimate, such difference will impact the carrying value of the trade and other receivables and credit impaired debts expenses in the period
in which such estimate has been changed.
Decommissioning Liability has been recognised for items of property, plant and equipment built or installed on specified leasehold land the
terms of which includes decommissioning of such assets on expiry of the lease prior to handing over to the lessor. The decommissioning
costs as at the end of the lease period have been estimated based on current costs by the Holding Company's own technical experts and
have been escalated to the end of the leasehold period using suitable inflation factors. The said escalated cost as at the end of the lease
period is now discounted to the present value of such liability by applying Holding Company's weighted average cost of capital.
(a) Bolix SA
Goodwill of `201.26 crores had arisen on acquisition of Bolix SA, a wholly owned step down subsidiary of the Holding Company in an
earlier year. The Group assesses the goodwill for any indication of impairment at annual basis. Based on such assessment there is no
impairment in goodwill that needs to be recognised.
The Group treats Bolix SA as one cash generating unit and goodwill relating to that business is tested annually for impairment. This
testing is done by computing the value in use by using cash flow projections based on approved budget for 2022 (Previous Year: 2021) and
financial forecast for the years 2023 – 2026 (Previous Years: 2022-2025). Based on such assessment there is no impairment in goodwill
that needs to be recognised.
As at As at
Particulars
March 31,2022 March 31, 2021
Average annual increase in cash flows during the forecast period (i.e., five years) 10.00% 3.00%
Growth rate used for extrapolation of cash flow projections beyond the five-year period 0.00% 0.00%
(Previous year: five year)
Discount rate 9.50% 7.50%
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(b) Others
The Group has Goodwill on consolidation arising from acquisition of STP Limited, Berger Hesse Wood Coatings Private Limited and
SBL Specialty Coatings Private Limited. Based on such assessment there is no impairment in goodwill that needs to be recognised.
There are no material transactions/events that have occurred between January 1/March 14 and March 31 which might have a material
impact on the profitability or financial position on these consolidated Ind AS financial statements.
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` in Crores
As at As at
Particulars
March 31, 2022 March 31, 2021
(B) Changes in fair value of plan assets
Fair Value of Plan Assets as at year beginning 49.89 41.34
Interest Income 3.28 3.18
Remeasurements (gains)/losses
-Return on plan assets greater/(lesser) than discount rate (0.20) (0.29)
Employer's Contribution 4.76 9.81
Benefits Paid (3.88) (4.15)
Fair Value of Plan Assets as at year end 53.85 49.89
` in Crores
As at As at
Particulars
March 31, 2022 March 31, 2021
(C) Amounts Recognised in the Balance Sheet
Present value of defined benefit obligation at the year end 62.54 58.67
Fair Value of the Plan Assets at the year end 53.85 49.89
(Liability) Recognised in the Balance Sheet (8.69) (8.78)
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(ii) The principal assumptions used in determining gratuity obligations for the Group's plans are shown below:
As at As at
Significant Actuarial Assumptions
March 31, 2022 March 31, 2021
Discount Rate 7.00% 6.70%
Withdrawal Rate 3.00% 3.00%
Salary increase 6.00% 6.00%
Mortality Rate Indian Assured Lives Indian Assured Lives
(Mortality 2006-08 modified) Ult (Mortality 2006-08 modified) Ult
The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
Assumptions regarding future mortality experience are set in accordance with the published statistics by the Actuary.
The discount rate is based on the government securities yield.
The Group assesses these assumptions with its projected long-term plans of growth and prevalent industry standards.
(iii) Major category of Plan Assets of the fair value of the total plan assets are as follows:-
As at As at
Particulars
March 31, 2022 March 31, 2021
Assets under scheme of insurance 100% 100%
(iv) A quantitative sensitivity analysis for significant assumptions are as shown below -
As at As at
Assumptions March 31, 2022 March 31, 2021
Discount rate Discount rate
Sensitivity Level 1% increase 1% decrease 1% increase 1% decrease
Impact on defined benefit obligation (` in crores) (5.41) 6.25 (3.91) 4.52
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(vii) The Group expects to contribute an amount to gratuity as specified in report by Fund custodian during the subsequent
accounting year.
As at As at
Particulars
March 31, 2022 March 31, 2021
Weighted Average duration of the defined benefit obligation 9 - 12 Years 9 - 12 Years
` in Crores ` in Crores
Within the next 12 months (next annual reporting period) 4.91 3.80
Between 2 and 5 years 24.67 21.35
Between 5 and 10 years 48.76 42.30
As at As at
Particulars
March 31, 2022 March 31, 2021
Discount rate 7.00% 6.70%
Rate of return on Plan Assets 8.10% 8.50%
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As at As at
Particulars
March 31, 2022 March 31, 2021
iv. ESOP Plan 2016 Grant IV (Fair value as on March 31, 2021) NA 757.05
v. ESOP Plan 2016 Grant V (Fair value as on March 31, 2022) 691.41 NA
l. A description of the method and significant assumptions used during the year to estimate the fair
value of Options granted, including the following weighted average information:-
The Black Scholes Option Pricing Model for dividend paying stock has been used to compute
the fair value of the Options. The significant assumptions are:
i. Date of grant
a. ESOP Plan 2016 08.11.2021 10.02.2021
ii. Weighted average share price `699.7 `765.00
iii. Exercise Price `1 `1
iv. Risk Free Interest rate 6.84% 6.18%
v. Expected Life:
a. For options vested on 09.11.2018 - 0.61 years
b. For options vested on 09.11.2020 1.61 years 2.61 years
c. For options vested on 11.02.2022 2.87 years 3 years from the
vesting day
d. For options yet to be vested 3 years from the -
vesting day
vi. Expected Volatility 16.91% 21.75%
vii. Expected dividend yield 0.30% 0.24%
viii. Weighted Average fair value as on grant date
a. ESOP Plan 2016 (Grant II) - 09.11.2017 `247.75 `247.75
b. ESOP Plan 2016: Grant III - 09.11.2019 `479.59 `479.59
c. ESOP Plan 2016: Grant IV - 10.02.2021 `755.76 `755.76
d. ESOP Plan 2016: Grant V - 08.11.2021 `767.88 -
ix. The price of the underlying share in the market at the time of option grant:
a. ESOP Plan 2016: Grant II - 09.11.2017 `253.70 `253.70
b. ESOP Plan 2016: Grant III - 09.11.2019 `485.40 `485.40
c. ESOP Plan 2016: Grant IV - 10.02.2021 `762.15 `762.15
d. ESOP Plan 2016: Grant V - 08.11.2021 `774.95 -
x. Time to maturity
a. ESOP 2016 Plan Grant II vested on 09.11.2018 - 0.61 years
b. ESOP 2016 Plan Grant III vested on 09.11.2020 1.61 years 2.61 years
c. ESOP 2016 Plan Grant IV vested on 11.02.2022 2.87 years 3 years from the
vesting day
d. ESOP 2016 Plan Grant V (yet to be vested) 3 years from the -
vesting day
Expected volatility during the expected term of the ESOP is based on historical volatility of the observed market prices of the Holding Company's
publicly traded equity shares during a period equivalent to the expected term of the ESOP.
The fair values of our ESOP are based on the market value of our stock on the date of grant.
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m. The following table summarizes information about Share Options outstanding as at year end:-
Note 46.
a. Group as a lessee
The Group has lease contracts for various depots, head office and leasehold lands used in its operations. Leases of building generally
have lease terms between 2 and 15 years, while leasehold land generally have lease terms between 20 and 99 years. The group has
also taken some plant and machineries on lease having a lease term between 5 to 15 years.
The Group also has certain leases of buildings with lease terms of 12 months or less. The Group applies the ‘short-term lease'
recognition exemptions for these leases.
(i) Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
` in Crores
Particulars Buildings Leasehold lands Plant & Machinery Others Total
As at April 1, 2020 232.26 63.45 7.19 4.90 307.80
Additions 80.27 12.31 1.58 1.97 96.13
Less: Deletions/Termination (6.78) - - - (6.78)
Less: Depreciation charge (47.66) (0.80) (1.90) (2.34) (52.70)
Translation Difference (0.13) (0.05) (0.20) (0.12)
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Leasehold land at 1 0.35 0.35 0.27 0.27 Rajdoot Paints No October 1, 1998 Refer note below
Panaji, Goa Private Limited
Leasehold land at 1 0.27 0.27 0.14 0.14 Rajdoot Paints No October 1, 1998 Refer note below
Sikandrabad, Private Limited
Uttar Pradesh
Leasehold land at 1 0.05 0.05 0.03 0.03 Rajdoot Paints No October 1, 1998 Refer note below
Chandigarh Private Limited
Note:
Vide order dated October 01, 1998, the Hon’ble High Court of Calcutta had approved the Scheme of Amalgamation of Rajdoot Paints
Private Limited with the Holding Company with effect from October 01, 1998. In terms of said order, all the aforesaid leasehold land
parcels held by Rajdoot Paints Private Limited was transferred to the Holding Company. Management believes that, vide the approved
Scheme of Amalgamation, the rights and obligations under respective lease arrangements were transferred in favour of the Holding
Company and no further action is necessary for the purpose.
(ii) Set out below are the carrying amounts of lease liabilities and the movements during the period:
` in Crores
Particulars 31st March, 2022 31st March, 2021
At amortised cost
Opening Balance 258.19 231.01
Additions 145.00 96.13
Accretion of interest 24.53 18.96
Deletions/termination (5.66) (11.02)
Payments (75.71) (75.28)
Translation Difference (0.75) (1.61)
Closing Balance 345.60 258.19
Current 75.14 64.95
Non-current 270.46 193.24
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The Group had total cash outflows for leases of `75.71 crores (March 31, 2021: `75.28 crores).
The Group does not face a significant liquidity risk with regards to its lease liabilities as the current assets are sufficient to meet the
obligation related to the lease liabilities as and when they fall due.
(iv) The table below provides details regarding the contractual maturities of lease liabilities as on undiscounted basis:
` in Crores
Year ended Year ended
Particulars
March 31, 2022 March 31, 2021
Less than one year 78.15 67.55
More than one year but less than five years 208.53 140.75
More than five years 85.07 55.45
b. Group as a lessor
The Holding Company has given Color Bank (tinting machines) on operating lease to its dealers. The Group enters into 3-5 years
cancellable lease agreements. However the corresponding lease rentals may be receivable for a shorter period or may be waived off/
refunded on achievement of certain sales targets by the concerned dealers. The minimum aggregate lease payments to be received in future
is considered as ` Nil. Accordingly the disclosure of the minimum lease payments receivable at the Balance Sheet date is not made. The
amounts received from customers pending to be refunded are recognised as liabilities and are included in under "Other financial liabilities"
in Note 27. Also refer Note 4.
Note 47.
a. Commitments
` in Crores
As at As at
Particulars
March 31, 2022 March 31, 2021
Estimated amount of contracts remaining to be executed on capital account and not provided for 440.60 465.58
(net of advances)
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b. Contingent Liabilities
The Group has been advised by its lawyers that none of the claims are tenable and hence these are being contested and no provision in
the books have been considered necessary for these matters. The future cash flows on account of the above cannot be determined unless
the judgements/decisions are received from the ultimate judicial forums. No reimbursements is expected to arise to the Group in respect
of above cases.
` in Crores
As at As at
Particulars
March 31, 2022 March 31, 2021
Guarantees excluding financial guarantees
ii. Outstanding Bank Guarantees 127.62 142.99
Corporate guarantees
iii. Corporate guarantees issued by the Holding Company to a bank for loan taken by the joint venture. Total - 5.96
value of guarantee provided by the Holding Company is `25 crores (March 31, 2021: `25 crores) and the
outstanding balance of loan in the books of the joint venture is ` Nil crores (March 31, 2021: `5.96 crores)
which has been disclosed under contingent liabilities.
iv. The Holding Company has also mortgaged land & building located at Howrah, Rishra, Hindupur and Head Office building at
Park Street in relation to loan extended to its subsidiary, M/s Lusako Trading Limited with Hongkong and Shanghai Bank (HSBC).
v. Others
The Holding Company continues to provide such support as may be necessary to its joint venture (Berger Nippon Paint Automotive
Coatings Private Limited) to enable it to continue with their present scale of operations and meet its financial commitments.
* The party holds more than 10% of the equity shares in the Company. (Refer Note 19d).
The Principal activity of the entity mentioned above is "Manufacturing Paints and other related product".
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II. Other related parties with whom transactions have taken place during the year:
Mr Kanwardip Singh Dhingra Executive director and relative of Mr Gurbachan Singh Dhingra
b) Others
Berger Nippon Paint Automotive Coatings Private Limited Joint Venture of the Group
Berger Paints Provident Fund (Covered) Post-employment benefit plan of the Holding Company
Berger Paints Officers (Non-Management Category) Superannuation Fund Post-employment benefit plan of the Holding Company
Berger Paints Management Staff Superannuation Fund Post-employment benefit plan of the Holding Company
* The party holds more than 10% of the equity shares in the Company. (Refer Note 19d)
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As at As at
Outstanding Related Party
March 31, 2022 March 31, 2021
Receivable (contd.) Wang Investment & Finance Private Limited - 0.09
Security Deposit Receivable U K Paints (India) Private Limited 0.22 0.22
Kanwar Properties Private Limited 0.08 0.08
Oakleaf Probuilt LLP 0.15 -
Mr Kuldip Singh Dhingra 0.01 0.01
Mr Gurbachan Singh Dhingra 0.01 0.01
Corporate Guarantee outstanding Berger Becker Coatings Private Limited - 5.96
[Also refer Note 46b(iii) for details of
security given]
49(a). Disclosure of additional information pertaining to the Holding Company, Subsidiaries and Joint Ventures
As at March 31, 2022 Year ended March 31, 2022 Year ended March 31, 2022
Net assets Share of Profit/(Loss) OCI TCI
Entity Name % of % of % of % of
Amount in Amount in Amount in Amount in
consolidated consolidated consolidated consolidated
Crores (`) Crores (`) Crores (`) Crores (`)
assets profit and loss OCI TCI
Holding
Berger Paints India Limited 95.41 3,753.13 89.61 746.40 (4.54) 0.70 91.39 747.09
Indian Subsidiaries
1) Beepee Coatings Private Limited 0.33 12.92 0.04 0.37 (0.21) 0.03 0.05 0.40
2) SBL Specialty Coatings Private Limited 1.73 67.89 2.09 17.43 0.09 (0.01) 2.13 17.42
3) Berger Rock Paints Private Limited * (0.15) (5.96) (0.10) (0.84) (0.03) 0.00 (0.10) (0.84)
4) Berger Hesse Wood Coatings Private Limited (0.04) (1.55) 0.09 0.76 0.13 (0.02) 0.09 0.75
5) STP Limited 2.90 114.10 0.44 3.70 1.50 (0.23) 0.42 3.47
* Refer Note 57
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49(a). Disclosure of additional information pertaining to the Holding Company, Subsidiaries and Joint Ventures (contd.)
As at March 31, 2022 Year ended 31, 2022 Year ended March 31, 2022
Net assets Share of Profit/(Loss) OCI TCI
Entity Name % of % of % of % of
Amount in Amount in Amount in Amount in
consolidated consolidated consolidated consolidated
Crores (`) Crores (`) Crores (`) Crores (`)
assets profit and loss OCI TCI
Foreign Subsidiaries
1) Berger Jenson & Nicholson (Nepal) Private Limited 5.01 197.21 5.19 43.26 - - 5.29 43.26
2) Berger Paints (Cyprus) Limited consolidated with (2.29) (90.28) (0.74) (6.26) - - (0.77) (6.26)
Berger Paints Overseas Limited
3) Lusako Trading Limited consolidated with (2.53) (99.37) 2.91 24.27 - - 2.97 24.27
Bolix S.A. & Group **
Joint Ventures
1) Berger Becker Coatings Private Limited - - 1.13 9.41 - - 1.15 9.41
2) Berger Nippon Paints Automotive Coatings - - (0.67) (5.62) - - (0.69) (5.62)
Private Limited
3) Surefire Management Services Ltd (“SMS”). # - - 0.01 0.07 - - 0.01 0.07
Noncontrolling Interest 0.18 7.17 - - (0.84) 0.13 0.02 0.13
Foreign Currency Translation Reserve (0.54) (21.10) - - 103.90 (16.10) (1.96) (16.10)
Total 100.00 3,934.16 100.00 832.95 100.00 (15.50) 100.00 817.45
** Group includes Build-Trade sp. z.o.o., Bolix UKRAINA sp. z.o.o. , Soltherm External Insulations Limited and Soltherm Isolations
Thermique Exterieure SAS.
# On 9 January 2018, purchase of shares in Surefire Management Services Ltd. (SMS) was finalised. Bolix holds 75% of shares in Surefire
Management Services Ltd.
Note: The above figures are after eliminating intra group transactions and intra group balances as on March 31, 2022.
49(b). Disclosure of additional information pertaining to the Holding Company, Subsidiaries and Joint Ventures
As at March 31, 2021 Year ended March 31, 2021 Year ended March 31, 2021
Net assets Share of Profit/Loss OCI TCI
Entity Name % of % of % of
Amount % of consolidated Amount Amount Amount
consolidated consolidated consolidated
(` in Crores) profit and loss (` in Crores) (` in Crores) (` in Crores)
assets OCI TCI
Holding
Berger Paints India Limited 95.71 3,238.67 96.01 691.06 0.69 0.09 94.39 691.15
Indian Subsidiaries
1) Beepee Coatings Private Limited 0.37 12.55 (0.13) (0.97) (6.17) (0.78) (0.24) (1.75)
2) SBL Specialty Coatings Private Limited 1.49 50.48 2.23 16.08 1.23 0.15 2.22 16.23
3) Berger Rock Paints Private Limited (0.15) (5.13) (0.10) (0.73) 0.04 0.01 (0.10) (0.72)
4) Berger Hesse Wood Coatings Private Limited (0.07) (2.30) (0.01) (0.06) (0.17) (0.02) (0.01) (0.08)
5) STP Limited 3.27 110.63 1.01 7.28 (3.61) (0.46) 0.93 6.82
Foreign Subsidiaries
1) Berger Jenson & Nicholson (Nepal) Private Limited 4.57 154.79 3.90 28.10 - - 3.84 28.10
2) Berger Paints (Cyprus) Limited consolidated with Berger (2.41) (81.65) (4.68) (33.78) - - (4.61) (33.78)
Paints Overseas Limited
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49(b). Disclosure of additional information pertaining to the Holding Company, Subsidiaries and Joint Ventures (contd.)
As at March 31, 2021 Year ended March 31, 2021 Year ended March 31, 2021
Net assets Share of Profit/Loss OCI TCI
Entity Name % of % of % of
Amount % of consolidated Amount Amount Amount
consolidated consolidated consolidated
(` in Crores) profit and loss (` in Crores) (` in Crores) (` in Crores)
assets OCI TCI
3) Lusako Trading Limited consolidated with (2.84) (96.17) 2.54 18.28 - - 2.50 18.28
Bolix S.A. & Group **
Joint Ventures
1) Berger Becker Coatings Private Limited - - 0.94 6.76 - - 0.92 6.76
2) Berger Nippon Paint Automotive Coatings Private Limited - - (1.69) (12.19) - - (1.67) (12.19)
3) Surefire Management Services Ltd (“SMS”). # - - (0.02) (0.11) - - (0.02) (0.11)
Non controlling Interest * 0.21 7.06 - - (0.24) (0.03) (0.00) (0.03)
Foreign Currency Translation Reserve (0.15) (5.00) - - 108.31 13.57 1.85 13.57
100.00 3,383.93 100.00 719.72 100.00 12.53 100.00 732.25
* Refer Note 57
** Group includes Build-Trade sp. z.o.o., Bolix UKRAINA sp. z.o.o., Soltherm External Insulations Limited and Soltherm Isolations
Thermique Exterieure SAS.
# On 9 January 2018, purchase of shares in Surefire Management Services Ltd. was finalised. Bolix holds 75% of shares in Surefire
Management Services Ltd.
Note: The above figures are after eliminating intra group transactions and intra group balances as on March 31, 2021.
Level 1: Quoted Prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices)
or indirectly (i.e., derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
(a) Financial assets and liabilities measured at fair value through profit and loss at March 31, 2022 ` in Crores
Financial assets and liabilities measured at fair value through profit and loss at March 31, 2021 `in Crores
Particulars Level 1 Level 2 Level 3 Total
Financial Assets
Investment in Mutual Funds 209.78 - - 209.78
Investment in unquoted equity instruments * - - 0.00 0.00
Refer Notes 8b and 57
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NOTES TO CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The carrying amount of financial assets and financial liabilities measured at amortised cost in the consolidated Ind AS financial
statements are a reasonable approximation of their fair values since the Group does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.
(c) During the year there has been no transfer from one level to another.
The Group's principal financial liabilities, other than derivatives, comprise borrowings and trade payables. The main purpose of these
financial liabilities is to finance the Group's working capital requirements. The Group has various financial assets such as trade receivables,
loans, investments, short-term deposits and cash & cash equivalents, which arise directly from its operations. The Group also holds 'Fair
Value Through Other Comprehensive Income' (FVTOCI) investments and enters into derivative transactions by way of forward exchange
contracts to hedge its payables.
The Group is exposed to market risk, credit risk and liquidity risk. The Holding Company’s Board of Directors oversees the management
of these risks. The Board of Directors is supported by the Business Process and Risk Management Committee (BPRMC) that advises
on financial risks and the appropriate financial risk governance framework for the Group. The BPRMC provides assurance to Board
of Directors that the Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are
identified, measured and managed in accordance with the Group’s policies and risk objectives. All derivative activities for risk management
purposes are carried out by personnel that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading
in derivatives for speculative purposes may be undertaken. The Board has taken all necessary actions to mitigate the risks identified basis
the information and situation present. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market factors.
Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk, liquidity risk
and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and
financial derivative.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of
the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant at March 31, 2022.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations.
The following assumptions have been made in calculating the sensitivity analysis:
► The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the
financial assets and financial liabilities held at March 31, 2022 and March 31, 2021.
► The sensitivity of equity is calculated as at March 31, 2022 for the effects of the assumed changes of the underlying risk.
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NOTES TO CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Group has incurred short term debt to finance its working capital, which exposes it to interest rate risk. Borrowings issued at variable
rates expose the Group to interest rate risk. Borrowing issued at fixed rates expose the Group to fair value interest rate risk. The Group's
interest rate risk management policy includes achieving the lowest possible cost of debt financing, while managing volatility of interest
rates, applying a prudent mix of fixed and floating debt through evaluation of various bank loans and money market instruments.
Some of the Group's borrowings are index linked, that is their cost is linked to changes in the Warsaw inter-bank offered rate (WIBOR)
and London Inter bank offered rate (LIBOR).
Although the Group has variable rate interest bearing liabilities at March 31, 2022 and March 31,2021, there would not be any material
impact on pretax profit and pre tax equity of the Group on account of any anticipated fluctuations in interest.
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NOTES TO CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Group doesn’t enter into any long term contract with its suppliers for hedging its commodity price risk.
The Group does not have any investment in listed securities or in Equity Mutual Funds and thereby is not exposed to any Equity price risk.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,
including deposits with banks and financial institutions, and other financial instruments.
The concentration of Credit Risk is limited as the customer base is large. There is no customer representing more than 5% of the total
balance of trade receivable. As a practical expedient, the Group computes credit loss allowances based on a provision matrix. The provision
matrix is prepared based on historically observed default rates over expected life of trade receivable and is adjusted for forward looking
estimates. Additionally, considering the COVID 19 situation, the Group has also assessed the performance and recoverability of trade
receivables. The Group believes that the current value of trade receivables reflects the fair value/ recoverable values.
` in Crores
As at As at
Movement in expected credit loss allowance on trade receivable
March 31, 2022 March 31, 2021
Balance at the beginning of the year 23.59 9.50
Loss allowance measured at lifetime expected credit losses (net of bad debts) 6.58 14.09
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to
customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual
credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored by BPRMC and
corrective actions taken.
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with
the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to
each counterparty. Counterparty credit limits are reviewed by the Group’s Board of Directors on an annual basis, and may be updated
throughout the year subject to approval of the Group’s Finance Committee. The limits are set to minimise the concentration of risks and
therefore mitigate financial loss through counterparty’s potential failure to make payments.
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NOTES TO CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, cash
credit facilities and buyers' credit facilities. The Group assessed the concentration of risk with respect to refinancing its debt and
concluded it to be low. The Group has access to a sufficient variety of sources of funding and debt.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
` in Crores
Particulars On demand Less than 3 months 3 to 12 months 1 to 5 years > 5 years Total
Year ended March 31, 2022
Financial Liabilities
Borrowings 76.86 515.00 66.24 9.83 - 667.93
Lease liabilities - 19.54 58.61 208.53 85.07 371.75
Other financial liabilities 5.07 141.71 11.57 77.69 - 236.04
Trade payables 5.49 1,797.40 - - - 1,802.89
87.42 2,473.65 136.42 296.05 85.07 3,078.61
Year ended March 31, 2021
Financial Liabilities
Borrowings 64.29 150.00 - 169.48 - 383.77
Lease liabilities - 16.89 50.66 140.75 55.45 263.75
Other financial liabilities 6.12 137.47 - 58.77 - 202.36
Trade payables 4.48 1,492.96 - - - 1,497.44
Financial Guarantee 5.96 - - - - 5.96
80.85 1,797.32 50.66 369.00 55.45 2,353.28
For maturity profile of lease liabilities, refer Note 46.
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NOTES TO CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial
covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial
covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any
interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2022
and March 31, 2021.
During the year, the Group’s business operations were initially impacted due to COVID-19 pandemic and consequent lockdowns. While the
pandemic situation has improved significantly in the last nine months of the current year, the Group is closely monitoring the uncertainties
arising from continuing COVID-19 pandemic and has taken into consideration possible effects of such pandemic for preparation of these
financial statements, including assessment of recoverability of its assets based on the internal and external information upto the date of
approval of the financial statements. The Group will also continue to monitor any material impact of future economic conditions.
The Indian Parliament has approved the Code on Social Security, 2020 ('the Code') which, inter alia, deals with employee benefits during
employment and post employment. The Code has been published in the Gazette of India. The effective date of the Code is yet to be notified
and the rules for quantifying the financial impact are also yet to be issued. In view of this, the impact of the change, if any, will be assessed
and recognized post notification of the relevant provisions.
Note 55. Additional regulatory information required by Schedule III to the Companies Act, 2013
(i) The Holding Company and its Indian Subsidiaries and Indian joint ventures do not have any benami property held in its name. No
proceedings have been initiated on or are pending against the Holding Company for holding benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and the Rules made thereunder.
(ii) The Holding Company and its Indian Subsidiaries and Indian joint ventures have not been declared wilful defaulter by any bank or
financial institution or other lender or government or any government authority.
(iii) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as
search or survey), that has not been recorded in the books of account.
(iv) The Group has not traded or invested in crypto currency or virtual currency during the year.
(v) The Holding Company and its Indian Subsidiaries and Indian joint ventures do not have any charges or satisfaction of charges which
is yet to be registered with Registrar of Companies beyond the statutory period.
I. The Parent and Indian Subsidiaries have not advanced or loaned or invested funds (either borrowed funds or share premium or any
other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding
that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Parent
Company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
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NOTES TO CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
Note 55. Additional regulatory information required by Schedule III to the Companies Act, 2013 (contd.)
II. The Parent and Indian Subsidiaries have not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(vii) The Holding Company and its Indian Subsidiaries do not have any transactions with struck off companies.
(viii) The Holding Company and its Indian Subsidiaries have complied with the requirement with respect to number of layers
as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers)
Rules, 2017.
The Group is engaged in the business of manufacturing and selling paints. Based on the nature of products, production process, regulatory
environment, customers and distribution methods there are no reportable segment(s) other than "Paints".
The Business Process and Risk Management Committee of the Holding Company, approved by the Board of Directors and Audit
Committee performs the function of allotment of resources and assessment of performance of the Group. Considering the level of activities
performed, frequency of their meetings and level of finality of their decisions, the Group has identified that Chief Operating Decision
Maker function is being performed by the Business Process and Risk Management Committee. The financial information presented to the
Business Process and Risk Management Committee in the context of results and for the purposes of approving the annual operating plan
is on a consolidated basis for various products of the Group. As the group’s business activity falls within a single business segment viz.,
‘Paints’ and the sales substantially being in the domestic market, the Ind AS financial statements are reflective of the information required
by Ind AS 108 “Operating Segments”.
Note 57.
All figures are in Rupees Crores unless otherwise stated. Figures marked with (*) are below the rounding off norm adopted by the Group.
Note 58.
Previous year figures have been regrouped, wherever necessary, to confirm to the current years' presentation.
For S.R. BATLIBOI & CO. LLP For and on behalf of Board of Directors of Berger Paints India Limited
Chartered Accountants
Firm Registration Number 301003E/E300005
per Bhaswar Sarkar Kuldip Singh Dhingra – Chairman
Partner Gurbachan Singh Dhingra – Vice-Chairman
Membership Number: 055596 Abhijit Roy – Managing Director & CEO
Place: Kolkata Srijit Dasgupta – Director-Finance & CFO
Dated: May 26, 2022 Arunito Ganguly – VP & Company Secretary
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Shareholders' Funds:
Share Capital 97.13 97.13 97.12 97.11 97.10
Reserves and Surplus 3,829.86 3,279.74 2,563.01 2,346.70 2,073.91
Non-controlling interest 7.17 7.06 7.11 3.45 -
Total 3,934.16 3,383.93 2,667.24 2,447.26 2,171.01
Other current and non-current liabilities 3,278.50 2,537.12 2,237.77 2,119.73 1,927.62
EQUITY AND LIABILITIES 7,212.66 5,921.05 4,905.01 4,566.99 4,098.63
Fixed Assets
(includes Property, Plant & Equipment, CWIP, Intangible assets & Right-of-use assets) 2,792.32 2,150.97 2,094.06 1,752.53 1,532.83
Investments (Current and Investment in Joint Ventures) 234.33 355.67 315.17 394.92 333.13
Other current and non-current assets 4,186.01 3,414.41 2,495.78 2,419.54 2,232.67
ASSETS 7,212.66 5,921.05 4,905.01 4,566.99 4,098.63
Cash Earnings Per Share (`) 10.91 9.58 8.72 6.96 6.02
Earnings Per Share - Basic (`) 8.58 7.41 6.76 5.09 4.74
Earnings Per Share - Diluted (`) 8.57 7.41 6.75 5.09 4.74
Book Value Per Share (`) 40.50 34.84 27.46 25.20 22.35
* Figures for these years are as per new accounting standard (Ind AS 115) and Schedule III of Companies Act, 2013. However, Revenue from
operations in periods prior to GST implementation have been adjusted suitably for Excise duty on sale of goods, to enable comparability of
Revenue from operations for these years.
# Figures for these years are as per new accounting standard (Ind AS 116) and Schedule III of Companies Act, 2013. Statement of Profit and
Loss and Balance Sheet have been adjusted suitably for considering the impact of this new accounting standard. Hence the numbers are not
comparable with previous years.
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**
Raw Material Godown
++
Regional Distribution Centre
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**
Raw Material Godown
++
Regional Distribution Centre
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NASHIK (Ward No.4, Kikri Morh Purmandal Road, Lower Birpur, JANAKPURI
Baphana Warehousing Gate No.2, Godown No.L1, Mumbai Agra Dist. Samba - 181 133) Plot No. B-2 & B-3, A-1B Market, Block A-1, Pankha Road,
Highway, Village Jaulke, Taluka: Dindori, Dist.: Nashik – 422 202 LUDHIANA Janakpuri, New Delhi – 110 058
Phone : 9607982101/02 Plot. No. 658, Industrial Area-A, Shiv Chowk, G. T. Road Phone: 011 2562 3741/3742
Ludhiana – 141 008 Fax: 011 2554 8654
PUNE
Phone: 0161 458 7658/438 1231 MANDOLI
C/o Khutwad Warehouse, Sr. No. 164, Fursungi Village Road
(To be shifted to: Property No.1838, Plot No.B-3 to B-8 & A-4, Godown No. JR-2 & JR-10, JR Complex,
Fursungi, Taluka Haveli, Dist.: Pune – 412 308
Focal Point, Ludhiana – 141 010, Punjab) Gate No.1, Sewadham Road, Mandoli, Delhi – 110 093
Phone: 020 6478 4010 to 25, Fax: 020 2698 0338
Phone: 011 2234 1422/2255
ZIRAKHPUR
RAIGAD **
Khasra No.725-729, Village Nabha, Zirakpur Patiala Road, MUNDKA INDUSTRIAL
Plot No.104/2A-1,2A-2,2B,2K, 4&6, Jasai,
Opposite Hotel Radisson, SAS Nagar, Zirakhpur – 140 603, Punjab, Khasra No. 87/22, Opposite Metro Pillar, No. 617,
JNPT Road, (Nhava Sheva), Uran, Raigad, Maharashtra
Phone: 01762 295378 Vodafone Gali No.12, Near Hiran Kudna Mode, Mundka,
SOLAPUR New Delhi – 110 041
SRINAGAR
"Lonawat Arcade", Gate No.301/2B, Pune Road, At Post: Kondi Mobile: 092124 07446/092124 03585
Sutho Kathair Bagh, Tehsil-Chadoora, Dist.-Budgam, Srinagar – 15
Taluka – North Solapur, Solapur – Pune Highway
Phone: 0194 231 5050/5051 MUNDKA ++
Dist.: Solapur – 413 006
Khasra No.89/3 (2-19), 4(4-16), 89/7, (4-16) 8(5-13),
Phone: 0217 235 7214 NORTH – 2
13(4-10), 14(4-6), Village - Tikri Kalan, Mundka,
AMRAVATI * AMBALA New Delhi – 110 041
Survey No.4/3, Part, Mouja – Mhasla, Anjangaon Bari Road Khasra No. 18/18, 24, 28/4/1, Kuldeep Nagar, Opposite Asa Ram Phone: 09560455401
Near Raisoni College, Amravati – 444 701 Public School, Village – Shahpur, Dist. & Tehsil: Ambala,
OKHLA
Haryana – 133 004
PANVEL * A-99/3, Okhla Industrial Area, Phase-II, New Delhi – 110 020
Phone: 0171 261 1060/80/653 0142
Warehouse No.435, situated at Survey No.146, 147, 148, Ajivali Phone: 011 2638 4714/4796/7256
AMBALA OFFICE Fax: 011 2638 5644
Village, NH 4, Old Mumbai Pune Highway,
Panvel – 410 207 Survey No.178, Building No.180/1-3, D-14/2, Okhla Industrial Area, Phase-II, New Delhi – 110 020
Rai Market, Ambala Cantt. Phone: 011 2638 3772/6008/3258
JALGAON *
2202/1, Near Tata Service Center, BIKANER PUNJABI BAGH
Plot Nos. F-210 and F-211, Karni Industrial Area, Phase-2nd 102 & 103 DDA Transport Centre, New Rohtak Road,
Jalgaon Nasirabad Highway, Jalgaon – 425 309
Near Pugal Road Flyover, Bikaner, Rajasthan – 334 004 Punjabi Bagh, New Delhi – 110 035
WEST – 2 Phone: 0151 297 0034/37 & 225 0085 Phone: 011 2831 2460/2461/6922/6933
AHMEDABAD FARIDABAD Fax: 011 2831 3880
Survey No. 298 and 300, Near Khodiyar Mata Temple (Landmark- Plot No. 40, Sector-6, Faridabad – 121 006 RITHALA
Concept Jeep Workshop), Sanathal Cross Road, SP Ring Road, Phone: 78388 38148/75960 03970 Khasra No. 915-916, Guleria Complex
Village Sanathal, Taluka - Sanand, Dist.: Ahmedabad – 382 210 Rithala Village, New Delhi – 110 085
GURGAON
Phone: 92272 54514/92272 54515 Phone: 011 2705 6582/584/585
Kataria Complex, Khasra No.10947/7283/2918/1 & 2
RAJKOT Daultabad Road, Industrial Area, Gurgaon – 122 001 CENTRAL – 2
Shreenathi Warehouse, Survey No.129, Phone: 0124 225 5471/72/73
AGRA
Near Prayag Industrial Estate, Rajkot Jamnagar Bypass
JAIPUR OFFICE C-9, Site-C, UPSIDC, Industrial Area, Sikandra, Agra – 282 007
150, Ft. Ring Road, Navagam Anandpar, Rajkot – 360 006
Plot. No. 114A-115A, Jhotwara Industrial Area Phone: 05622531422, 92196 311688
Phone: 90330 01757 Jhotwara, Jaipur – 302 012
BAREILLY
SURAT Phone: 0141 234 4054/4213/4162
Clutter Buck Ganj, Opp. GTI 7th Km. Stone
Survey No.8/A and 8/B, Next to Saraswati Vidyalay School Fax: 0141 234 4054
Bareilly – 243 502, Uttar Pradesh
Gram Saniya Hemad, Surat, Gujarat – 394 210 JAIPUR – 2 Phone: 0581 256 0340/0940
Phone: 9227951500 E-103, Road No.7, VKIA, Jaipur, Rajasthan - 302 103
DEVLA+ +
VADODARA JODHPUR Khasra No. 09, Gulistanpur, Surajpur Dadri Road / I.C.D. Dadri
Survey No.497, 498, 499, Landmark - Near Hotel Silver Plate Plot No. G-121, (A, E & F), M. I. A. Basni II Phase, Gulistanpur Road, Near IOC Petrol Pump, Devla
Opp. GSFC Main Gate, Dasrath, Vadodara – 391 740, Near Poorva Hospital, Jodhpur – 342 003 Greater Noida – 201 306
Phone: 63598 78130 Phone: 0291 274 4262/4792/0499 Phone: 98732 97507
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iTrains (Fixed)
KOLKATA FARIDABAD TIRUNELVELI
Vocational Training Centre, Room No.101 & 102, 1st floor Plot No.40, Sector 6, Faridabad – 122 006 Plot No.1, 2nd Floor, Vijay Tower, Shankar Colony
Karigori Bhawan, Plot No. B-7, AA – 111, Rajarhat DELHI Thiruchendur Road, Palayamkottai, Tirunelveli – 672 002
New Town, Kolkata – 700 160 102 & 103 A, DDA Transport Centre BANGALORE
PATNA New Rohtak Road, Punjabi Bagh, New Delhi – 110 035 Survey No.43, New CMC No.7/43 & 43/1
Tauji No.5243, Khata No.190, Khesra No.693 JAIPUR Kechenahalli Gramma, R.V. Niketan Post, 8th Mile
Vishnupuri, New Bypass Road, Anishabad 114A-115A, Jhotwara Industrial Area, Jaipur – 302 012 Kengeri Hobli, Mysore Road, Bangalore – 560 059
Police Station – Garden Bagh, Patna – 800 002
SURAT TRISSUR
BHUBANESWAR Block No.1 & 2, Gayatri Ganga Nagar, Near Makanij Park Building No.4/291/3, 1st Floor, Trinity Building,
1582/5964, Pandara, Rasulgarh, Bhubaneswar – 751 010 Adajan Road, Adajan, Surat – 395 009 Paravatti Sy. No.839/3, Ollukkara Village, Kaalathode,
PUNE Trissur – 680 655
INDORE
C/o: Khutwad Warehouse, Sr.No.164, Fursungi Village Road
Sunidhi Warehouse, Near New Sunidhi Petrol Pump KOCHI
Fursungi, Taluka - Haveli, Dist. Pune – 412 308
Nemawar Road, Palda, Indore – 452 020 Door No.III/835D, Valiayara Chambers, K K Road
MUMBAI Chembumukku, Kochi – 682 021
DEHRADUN Pattanwala Glass Works, Chirag Nagar, LBS Marg
Khasra No.914 (Old Khasra No.756), 1st Floor Ghatkopar (West), Mumbai – 400 086 CALICUT
Doon Guest House, Near Transport Nagar, Dist. Dehradun Door No.III/102 D, (New No.XV/517B), Ground Floor
AHMEDABAD Parammal Junction, NH Bypass Road, Near ALPB School
GURGAON Block No.A, 5th Floor, Office No.503 & 504
Parammal, Vazhayur Village, P.O. Azhinjilam,
Khasra No.10947/7283/2918/2, Daultabad Road Krishna Complex, Opp. Devashish Business Park
Calicut – 673 632
Industrial Area, Gurgaon Near Dev Ashish School, Ahmedabad – 380 015
VIJAYAWADA KOTTAYAM
LUCKNOW
House No.7-151, Ward No.7, R.S. No.119/8, Ramavarapadu M. C. Road, Cement Junction, Nattakam P.O
Ground Floor, Sector – B, House No.A1/18
Vijayawada Rural – 521 108 Opp. Vision Honda Showroom, Kottayam – 686 013
Aligang, Lucknow – 24
HYDERABAD TRIVANDRUM
GHAZIABAD
10-10/21, New Gayatri Nagar, Opp. SBH Bank, Jillelguda SFS Krishna, T. C. 4/13 (69)
Khasra No.1038, 1039, 1041 & 1042
R R District, Telengana – 500 079 Near Jal Vijnana Bhavan & SFS Carlton Apartments
Meerut Road, Ghaziabad
CHENNAI Ambalamukku – Muttada Road, Kowdiar P.O.
JALANDHAR 2nd Floor, Ambattur Govt. ITI Boys’ Campus Trivandrum – 695 003
Vakiya Abadi, Village- Khambra, Near Nakodar Road Near Ambattur Telephone Exchange Bus Stop,
Jalandhar – 144 026 Ambattur, Chennai – 600 098
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EASY
CLEAN
TECHNOLOGY
LONG
LASTING
SILKY
LOOK
Contents Corporate Overview Notice Directors’ Report Annexures to Directors’ Report Business Responsibility Report Corporate Governance Report
Auditor’s Report – Standalone Annual Accounts – Standalone Auditor’s Report – Consolidated Annual Accounts – Consolidated