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Berger Paints India Ltd

BSE Code : 509480 | NSE Symbol : BERGEPAINT | ISIN:INE463A01038| SECTOR : Paints/Varnish |

NSE BSE
 
SMC down arrow

611.40

-57.90 (-8.65%) Volume 4834319

25-Sep-2023 EOD

Prev. Close

669.30

Open Price

668.00

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

611.40(504)

 

Today’s High/Low 668.00 - 610.00

52 wk High/Low 679.75 - 439.29

Key Stats

MARKET CAP (RS CR) 71300.47
P/E 77.52
BOOK VALUE (RS) 36.8462428
DIV (%) 320
MARKET LOT 1
EPS (TTM) 7.89
PRICE/BOOK 16.6000643083207
DIV YIELD.(%) 0.44
FACE VALUE (RS) 1
DELIVERABLES (%) 11.2
4

News & Announcements

25-Sep-2023

Delta Corp Ltd leads losers in 'A' group

13-Sep-2023

Berger Paints India Ltd - Announcement under Regulation 30 (LODR)-Newspaper Publication

12-Sep-2023

Berger Paints India fixes record date for issue of bonus shares

12-Sep-2023

Berger Paints India Ltd - Intimation Of Record Date For Issue Of Bonus Shares

09-Aug-2023

Berger Paints India approves bonus issue of 1:5

02-Aug-2023

Berger Paints India to convene board meeting

08-Jul-2023

Berger Paints India to hold AGM

15-May-2023

Board of Berger Paints India recommends final dividend

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Akzo Nobel India Ltd 500710 AKZOINDIA
American Paints (India) Ltd 531785
Asian Paints Ltd 500820 ASIANPAINT
Bombay Paints Ltd(merged) 509475
Deve Paints Ltd 509465
Indigo Paints Ltd 543258 INDIGOPNTS
Jenson & Nicholson (India) Ltd 523592 JENSONICOL
Kansai Nerolac Paints Ltd 500165 KANSAINER
Keytuo Chemicals Ltd 506535
MCON Rasayan India Ltd 78384 MCON
Multilac Surface Coating (I) Ltd 526763
Rajdoot Paints Ltd (Merged) 526815
Retina Paints Ltd 543902
Sarika Paints Ltd 526039
Shalimar Paints Ltd 509874 SHALPAINTS
Sil Business Enterprises Ltd 531890 SNOWCEMIND

Share Holding

Category No. of shares Percentage
Total Foreign 108929702 11.21
Total Institutions 36412663 3.75
Total Govt Holding 20009 0.00
Total Non Promoter Corporate Holding 14876132 1.53
Total Promoters 728493701 74.99
Total Public & others 82690278 8.52
Total 971422485 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Berger Paints India Ltd

Berger Paints India Ltd is the second largest paint company in India. The company is engaged in manufacturing and selling of paints, varnishes and enamels for various applications.They are offering their customers a variety of innovative painting solutions, decorative or industrial. The company is headquartered in Calcutta and services the market through a distribution network comprising of nearly 184 stock stations and more than 60,000 dealers. It operate manufacturing plants in West Bengal, Uttar Pradesh, Pondicherry, Goa, and Jammu & Kashmir. It has an international presence in 4 countries viz. Nepal, Bangladesh, Poland and Russia. Presently U.K. Paints (India) Private Limited is the Ultimate Holding Company (50.09%) of Berger Paints India. The Company has Technical License Agreements with DuPont Performance Coatings in the area of automotive coatings, Nippon Paint Co Ltd for new generation of automotive coatings, Orica Australia Pty Ltd In the area of protective coatings, TIGERWERK Lack-u.Farbenfabrik GmbH & C. KG, Austria for specialized powder coatings and Nippon Bee Chemical Co Ltd for coating on plastic auto parts and mobile phones. The company was incorporated on December 17, 1923 as Hadfield's (India) Ltd in Kolkata. In December 12, 1947, British Paints Holdings acquired the company and the name was changed into British Paints India Ltd. In the year 1965, British Paints (Holdings) Limited, UK was acquired by Celanese Corporation, USA. As a result, the controlling interest of the Company passed on to CELEURO NV, Holland. In the year 1969, Celanese Corporation sold their interest in the Indian company to Berger, Jenson Nicholson Limited, UK. In December 1983, the company name was changed to Berger Paints India Ltd. From 1983 till date, the company has solely used and developed the name and trademark of Berger and all their other variants in India. The company launched Color Bank tinting system through which the consumer can select form a range of over 5000 colors and which are then made available in minutes. In the year 1997, a new paint manufacturing unit at Pondicherry was commissioned. In the year 1999, Rajdoot Paints Ltd was merged with the company. In the year 2000, the company acquired 100% share in Jenson & Nicholoson Nepal Pvt Ltd which was wholly owned subsidiary of Jenson & Nicholson India Ltd and renamed Berger Jenson & Nicholson, Nepal. During the year 2001-02, the Motors & Industrial paints business of ICI India was acquired through their subsidiary, Berger Auto & Industrial Coatings Limited. During the year 2003-04, a new unit in Jammu started commercial production. Also, the company entered into a joint venture with Principal Financial Group USA, Punjab National Bank and Vijaya Bank for Pension Fund and Insurance Business. Berger Auto & Industrial Coatings Ltd, a wholly owned subsidiary company amalgamated with the company with effect from April 1, 2004 and operates as BAICL Division of the company. The company invested in Berger Cyprus, a company incorporated in Cyprus on February 3, 2005 for the purpose of setting up a paint manufacturing facility in Russia. During the year 2005-06, the company started the commercial production at their new 2400 MTPA powder coating plant in Jammu. In April 2007, the Jammu Resin plant of the Company with a capacity of 9,000 MTPA commenced production. The Company has entered into a Joint Venture Agreement with Nippon Bee Chemical Co Ltd, Japan for the purpose of formation of a company for manufacture and sale of coatings for plastic substrates used in automobiles and parts thereof in India. Berger Paints Overseas Ltd in Russia has commenced commercial production in September 2007 at their modern plant in the Republic of Adygeya, with alkyd based and water based paints. The company expanded the capacity in the Goa solvent based paint to 18000 KL per annum. The company is in the process of setting up an automobile paint manufacturing plant with a combined capacity of 24000 MTPA at Jejuri Industrial Estate in Pune. The Company has started preliminary work for expansion of water based paint and resin manufacturing capacity in their existing plant at Rishra in West Bengal and installation of a resin manufacturing plant in Goa. In August 2008, the company acquired Bolix SA (Bolix), a leading provider of External Insulation Finishing Systems (EIFS) in Poland, from Advent International, a global private equity group. On 7 August 2009, Berger Paints India announced the Board of Directors of the company has decided to install a water based paint plant with a capacity of about 1 lakh tonnes per annum in South India.In 2009, British Paints was re-introduced in India with its globally recognized corporate brand, as a SBU of Berger Paints India Limited, with head quarters in New Delhi. It now operates in the Retail, Industrial & Projects verticals. On 11 March 2013, Berger Paints India announced that it has agreed to acquire the architectural operations of Sherwin Williams Paints India Private Limited, for an undisclosed sum, through its wholly owned subsidiary, Brushworks Paints Ltd. The transaction will significantly increase Berger Paints' presence in key markets and it builds on the company's strategy of growing its architectural paints business throughout India. On 10 April 2013, Citland Commercial Credits Ltd, Wang Investments And Finance Pvt. Ltd, Bigg Investments And Finance Pvt. Ltd, Ms. Vinu Dhingra and Mr. Kuldip Singh Dhingra, forming a part of the Promoter group, announced Offer for Sale of an aggregate 18.72 lakh equity shares constituting 0.54% of the equity share capital of the company.On 7 November 2013, Berger Paints India announced that the company commenced trial production at its Hindupur plant in Andhra Pradesh during the quarter ended 30 September 2013. On 31 January 2014, the company inaugurated its new paint manufacturing facility at Hindupur in Andhra Pradesh. The factory has an initial capacity of 80,000 tonnes per annum. In the final phase, the factory will have a capacity of 3.2 lakh tonnes per annum. Additionally, there will be a plant for the manufacture of 1 lakh KL of emulsion, a key raw material, for which a provision already exits. On 23 September 2014, Berger Paints India announced commencement of commercial production at the Hindupur factory in Andhra Pradesh.The Board of Directors of Berger Paints India at its meeting held on 4 November 2014 approved the sub-division of the company's equity shares of nominal value of Rs 2 each into Equity Shares of nominal value of Re 1 each. On 5 May 2015, Berger Paints India announced commencement of commercial production at the company's powder coating plant at Maharashtra. Earlier, on 13 October 2014, the company announced commencement of trail production at this unit. On 3 August 2015, Berger Paints India announced that the company has decided to install two factories in Assam. One of them will be a putty and distemper manufacturing facility to be put up by British Paints Division of the company and the other will be a water and solvent based paint mixing plant by Berger Division. On 28 April 2016, Berger Paints India announced it has entered into a business transfer agreement with BNB Coatings India Private Limited (BNB) for transfer of its paints division relating to 4 wheeler passenger cars and SUV, 3 wheeler and related ancillaries to BNB on a slump sale basis at a consideration of Rs 90 crore, payable in cash. BNB is a joint venture company where Nippon Paint Automotive Coatings Co., Limited Japan holds 51% stake and Berger Paints India holds 49% stake. The Board of Directors of Berger Paints India at its meeting held on 30 May 2016 recommended issue of Bonus Shares in the proportion of 2 Bonus Shares for every existing 5 shares held on record date to be decided for this purpose. On 2 September 2016, Berger Paints India announced its decision to set up a mixing plant with a maximum capacity of 2,400 KL per annum near the existing factory of the company's subsidiary, Beepee Coatings Private Limited, at Vallabh Vidhyanagar, Gujarat for convenience of supply to various customers. On 10 February 2017, Berger Paints India announced that it has entered into a Memorandum of Understanding (MoU) with Promat International Limited NV of Belgium for cooperation in the field of passive fire protection and high performance insulation coatings in India, Nepal and Bangladesh. The MoU envisages production, distribution and supply of specialised fire resistant coatings which may range from lightweight and thin films to cement based wet mix products suitable for steel and concrete, offering various degrees of efficiency in fire resistance. Promat International is a USD 3 billion company headquartered in Belgium. On 27 March 2017, Berger Paints India announcement the commencement of commercial production of its Automotive and General Industrial paints production plant having a capacity of 4,800 KL/MT per annum at Jejuri near Pune in Maharashtra. This facility will strengthen the company's supply capabilities in respect of Automotive and General Industrial paints and the capacity will be enhanced to 24,000 KL/MT per annum in phases. The British Paints Division of Berger Paints India Limited commenced commercial production of its paint and putty plant at Nalbari, Assam on 29 March 2017. The plant has a capacity of 6,600 KL/MT per annum of solvent and water based paints and 7,200 MT per annum of putty and distemper. On 30 March 2017, Berger Paints India announced the commencement of commercial production of its integrated paint and putty plant at Naltali, Nagaon, Assam. The plant has an annual capacity of 48,000 KL/MT per annum of water based paints, 24,000 KL of solvent based paints, 14,000 MT of Resin and 24,000 MT of wall putty. On 11 April 2017, Berger Paints India and Chugoku Marine Paints, Ltd. (CMP) of Japan entered into a Memorandum of Understanding (MOU) for cooperation and collaboration in the field of marine and related industrial paints in India. The MOU envisages joint efforts in marketing, supplying, purchasing marine related industrial paints. Subsequently, the parties have a view of establishing a joint venture company as their final objective. Since its establishment in 1917, CMP has uniquely developed marine paints as a core product and is one of the global leaders in the area. The Board of Directors of Berger Paints India at its meeting held on 14 April 2017 approved the Scheme of Amalgamation of BJN Paints India Limited (the Transferor Company), a wholly owned subsidiary of Beepee Coatings Private Limited (a wholly owned subsidiary of Berger Paints India) with Berger Paints India with effect from 1 April 2017. NBCC Ltd and Bolix, S.A. Poland, a wholly owned subsidiary of Berger Paints India Limited, signed a Memorandum of Business Exploration on 17 April 2017 in furtherance of a joint initiative to bring to India External Thermal Insulation and Composite Systems (ETICS), a proven solution for improving energy performance of temperature controlled buildings. ETICS is a very cost effective and efficient solution and much used in Europe. NBCC Ltd and Bolix will jointly promote, develop and facilitate the use of ETICS solutions in building projects in India with the principle objective of reducing significantly the energy requirements for cooling or heating in these buildings which is expected to result in gains in environmental sustainability. The Board of Directors of Berger Paints India at its meeting held on 30 May 2017 approved acquisition of 100% of the paid-up equity share capital of Saboo Coatings Private Limited (SCPL) from its existing shareholders at a consideration of Rs 81.77 crore, subject to closing adjustments for variations in net debt and net working capital. SCPL is engaged in carrying out the business of manufacturing specialty liquid coatings classified as Industrial Coatings' by the paint industry in the segments of agriculture and construction equipment, automotive, fans, electronics, general industrial, elevators, handicraft and home furnishing, hardware and those used by industrial dealers for substrates - metal, plastic, FRP and glass in India. The gross turnover of SCPL (including other income) in the year 2016-17 was Rs 89.43 crore. At the meeting, the Board also approved purchase of 1.03 crore equity shares of Saboo Hesse Wood Coatings Private Limited (SHWCPL), representing 51% of the paid-up equity share capital of SHWCPL for a total consideration of Rs 1.50 crore. The balance 49% is held by Hesse Shares GmbH of Germany. The business and expertise of SHWCPL can gainfully supplement the company's existing wood coatings business, where the two entities can combine their strength and collaborate in the areas of manufacturing, selling, distribution, procurement, technology, etc., resulting in mutual benefit of both the companies. During the FY2018, the Company's paint division ('the Business') relating to 4 wheeler passenger cars and SUVs, 3 Wheelers and related ancillaries was transferred to Berger Nippon Paint Automotive Coatings Private Limited or BNPAC (Formerly known as BNB Coatings India Private Limited), an existing joint venture between Berger Paints India Limited and Nippon Paints Automotive Coatings Co. Ltd., Japan after the close of business hours of 30th June, 2016 on a slump sale basis at a consideration of Rs 90 crore, paid in cash. By virtue of being a joint venture where Berger Paints India Limited holds 49% of the paid up share capital, BNPAC may be deemed to be a related party and the transaction was done at an Arm's length basis. On 23 April 2018, Berger Paints India announced that the Board of Directors of the company has approved installation of an integrated paint plant with water and solvent based decorative, industrial and protective coatings, resin, putty, emulsion and construction chemical manufacturing capabilities at an investment of about Rs 200 crore at Sandila Industrial Area in Uttar Pradesh. Subject to all required consents and approvals, the project is likely to be completed by the end of the financial year 2019-20. As on 31 March 2019,the company had 7 subsidiaries and 2 associate companies. During the FY2020, the Company had acquired 1,88,63,180 equity shares of STP Ltd. representing 95.53% of the paid up equity share capital of a face value of Rs 10/- each, at a consideration of Rs 125.20 crore by virtue of a share purchase agreement entered into between the Company and STP Ltd. Most of these shares were acquired after the close of business hours on 31st October, 2019. The entire process of share purchase was completed in the month of November, 2019. The balance 4.47% of share capital remains with existing shareholders. STP Ltd. is thus a subsidiary of the Company. STP Ltd. is into the business of manufacturing and supplying construction chemicals, flooring compounds, bitumen and coal tar based products, sealants and adhesives, protective and anti-corrosive coatings, etc. These are specially formulated and have a strong brand image. STP Ltd. has six manufacturing units located in Chennai (Tamil Nadu), Goa, Jamshedpur (Jharkhand), Kosi in Mathura (Uttar Pradesh), Hooghly (West Bengal) and Panoli (Gujarat). It has two R&D centers and offices and warehouses located all over India. As on 31 March 2020,the company had 8 subsidiaries and 2 associate companies under its roof. The Puducherry plant was renovated and the renovated facilities were commissioned in October 2020. There were various other initiatives across the Company including setting up of admixture manufacturing facilities at Rishra, Jejuri and Hindupur, installation of roof top solar power plants at various factories, facilities for reduction of specific power consumption, further extension of bio-briquette fired thermic fluid heater at plants, etc. The company bagged prestigious Manufacturing Supply Chain Excellence Award, 2020 in Mumbai. Berger's VVN plant was awarded with the prestigious CII Environmental Best Practices Award 2020. Also received the prestigious Manufacturing Supply Chain Excellence Award, 2020 in Mumbai. Berger's VVN plant has won the 7th Exceed Environment Gold Award, 2020 from The Ministry of Environment and Forests (MOEF). The operations of the Company were impacted in the month of March 2020 due to temporary shutdown of all manufacturing units and depots on account of the lockdown announced by the Government of India because of the COVID-19 pandemic. The Company has resumed its operations in a phased manner from the month of May 2020. During the year 2021, the Company enhanced the automotive, industrial, protective coatings and resin capacity of its Jejuri plant. It acquired a piece of land measuring 22 acres at Panagarh, West Bengal from the West Bengal Industrial Development Corporation Limited (WBIDC) for setting-up of another manufacturing facility in West Bengal focused on construction chemicals, putty, tile adhesives etc. In FY'21, the Company launched and promoted Anti-Microbial Powder Coatings in Hospital Furniture Segment, in solid as well as metallic colours. It launched Polyester Range of durable powders for Agricultural Equipment and Road Construction Equipment Industries with high chemical & mechanical resistance. It introduced new range of wrinkle finish powder for sports equipment. It launched DURABERG, a new brand, mainly for architectural segment which is one of the fastest growing segments in India. During the year 2021, wide range of accessories ranging from paint brushes, masking tape, wet and dry sheets for wall and wood sanding were launched. The Company made inroads in the Helmet, Measuring Tape, Toto/e-Rickshaw combines with its innovative range of products. During the year 2022, the Company 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. Rooftop solar power plants have been installed in Hindupur, Jejuri, Rishra, Naltali, VVN, Goa, Pondicherry and Sandila. The Company 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 as well. During the year 2023, in Luxury Emulsion Interior Category, Berger introduced Silk Glamor Matt' and Silk Glamor Dazzle'. In the Premium Interior Category, it launched Rangoli Rich Matt containing best in class smooth matte emulsion with assured two coats hiding. It launched LUXOL PU ENAMEL'. Luxol PU Enamel, a superior quality Polyurethane Resin. Berger Masking Film was introduced to protect surfaces against paint job or wood-work activities. During the year 2022-23, the Company commissioned the operations of fully automated, manufacturing facility at Sandila Plant, Uttar Pradesh on 6th February, 2023. New Rooftop Solar Power Plants also commissioned at Sandila, Puducherry and Jammu factories. The process of making rooftop solar power plant capacities were taken up at Puducherry Plant. The Company commissioned brown field expansions at its Rishra and Goa Plant.

Berger Paints India Ltd Chairman Speech

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, partially offset by selling price hikes taken during the year.

There are short-term challenges for the sector such as persistent inflation driving input costs higher and supply chain constraints, which will stabilise over the medium term. However,

India's young and aspirational population, rising disposable income, faster urbanisation, shortening of repainting cycles and the drive for innovation are acting as strong longterm tailwinds for growth.

With its illustrious legacy of value creation for customers, business partners and all other stakeholders, your Company stands at the threshold of a period of great opportunity and growth. At Berger Paints, we have always launched path-breaking products to not only address the needs of consumers, but to exceed their expectations.

Our ability to outshine other market participants in a highly competitive sector on the strength of our innovative product portfolio, strong engagement with customers and influencers and a robust distribution network comprising dealers and distributors has put us on an irreversible growth trajectory.

In addition, in a year marred by the pandemic, it is our innovative ideas, programmes and strategies that have helped us grow.

Our digitisation initiatives during the year proved to be very helpful to our employees and customers during the second and third wave of the pandemic. We continued our 'eSambandh' initiative to encourage contractors to place orders for paints online through our mobile app. The app in a very short time became a preferred option among contractors, owing to the convenience it offers in placing their orders.

Providing on-site delivery, free credit, transparent pricing, cashbacks are some of the other major reasons eSambandh is preferred by the contractors. In addition, in order to strengthen our engagement with customers, we launched the 'Consumer Chatbot' that helps us reach out to our customers real-time.

We will continually fulfil the aspirations of the well informed, discerning customers, whose valuable insights help our R&D teams to come up with better solutions, with a keen eye on both aesthetics and functionality.

Despite higher input prices and supply side issues, our operational and financial performance for the year under review has been highly encouraging. The credit for this achievement goes to the entire Berger family in India and overseas, who have relentlessly worked hard to put your Company on a course of responsible and sustainable growth.

Leadership, we believe, is all about responsible growth. This is reflected in all facets of our operations — from cost optimisation across the value chain, digitisation, upskilling our teams to educating our customers and supply chain partners.

At Berger, we believe our team is our most valuable asset. We strive hard to create an environment where our employees can recognise and attain their true potential. To this end, we provide our employees with countless opportunities to develop and pursue fulfilling careers.

We champion diversity and inclusion and emphasise on the well-being of our people. To empower our female employees, we make sure that they have the chance to advance professionally, while still keeping a healthy work-life balance.

At Berger, our focus on various ESG initiatives has helped us stride forward while safeguarding our environment and deliver on the promises made to all stakeholders. Besides our environmental and social efforts, we place a strong emphasis on robust corporate governance practices, which is also an integral part of amplifying our brand value. In future, we will keep endeavouring to uphold the highest standards of corporate governance by engaging in highly transparent and ethical business practices.

Before I conclude, I must convey my deepest gratitude to our employees, business partners, governments, investors and our community members, whose support and guidance have helped create the vibrant legacy of Berger Paints.

Regards,

Kuldip Singh Dhingra

Chairman

   

Berger Paints India Ltd Company History

Berger Paints India Ltd is the second largest paint company in India. The company is engaged in manufacturing and selling of paints, varnishes and enamels for various applications.They are offering their customers a variety of innovative painting solutions, decorative or industrial. The company is headquartered in Calcutta and services the market through a distribution network comprising of nearly 184 stock stations and more than 60,000 dealers. It operate manufacturing plants in West Bengal, Uttar Pradesh, Pondicherry, Goa, and Jammu & Kashmir. It has an international presence in 4 countries viz. Nepal, Bangladesh, Poland and Russia. Presently U.K. Paints (India) Private Limited is the Ultimate Holding Company (50.09%) of Berger Paints India. The Company has Technical License Agreements with DuPont Performance Coatings in the area of automotive coatings, Nippon Paint Co Ltd for new generation of automotive coatings, Orica Australia Pty Ltd In the area of protective coatings, TIGERWERK Lack-u.Farbenfabrik GmbH & C. KG, Austria for specialized powder coatings and Nippon Bee Chemical Co Ltd for coating on plastic auto parts and mobile phones. The company was incorporated on December 17, 1923 as Hadfield's (India) Ltd in Kolkata. In December 12, 1947, British Paints Holdings acquired the company and the name was changed into British Paints India Ltd. In the year 1965, British Paints (Holdings) Limited, UK was acquired by Celanese Corporation, USA. As a result, the controlling interest of the Company passed on to CELEURO NV, Holland. In the year 1969, Celanese Corporation sold their interest in the Indian company to Berger, Jenson Nicholson Limited, UK. In December 1983, the company name was changed to Berger Paints India Ltd. From 1983 till date, the company has solely used and developed the name and trademark of Berger and all their other variants in India. The company launched Color Bank tinting system through which the consumer can select form a range of over 5000 colors and which are then made available in minutes. In the year 1997, a new paint manufacturing unit at Pondicherry was commissioned. In the year 1999, Rajdoot Paints Ltd was merged with the company. In the year 2000, the company acquired 100% share in Jenson & Nicholoson Nepal Pvt Ltd which was wholly owned subsidiary of Jenson & Nicholson India Ltd and renamed Berger Jenson & Nicholson, Nepal. During the year 2001-02, the Motors & Industrial paints business of ICI India was acquired through their subsidiary, Berger Auto & Industrial Coatings Limited. During the year 2003-04, a new unit in Jammu started commercial production. Also, the company entered into a joint venture with Principal Financial Group USA, Punjab National Bank and Vijaya Bank for Pension Fund and Insurance Business. Berger Auto & Industrial Coatings Ltd, a wholly owned subsidiary company amalgamated with the company with effect from April 1, 2004 and operates as BAICL Division of the company. The company invested in Berger Cyprus, a company incorporated in Cyprus on February 3, 2005 for the purpose of setting up a paint manufacturing facility in Russia. During the year 2005-06, the company started the commercial production at their new 2400 MTPA powder coating plant in Jammu. In April 2007, the Jammu Resin plant of the Company with a capacity of 9,000 MTPA commenced production. The Company has entered into a Joint Venture Agreement with Nippon Bee Chemical Co Ltd, Japan for the purpose of formation of a company for manufacture and sale of coatings for plastic substrates used in automobiles and parts thereof in India. Berger Paints Overseas Ltd in Russia has commenced commercial production in September 2007 at their modern plant in the Republic of Adygeya, with alkyd based and water based paints. The company expanded the capacity in the Goa solvent based paint to 18000 KL per annum. The company is in the process of setting up an automobile paint manufacturing plant with a combined capacity of 24000 MTPA at Jejuri Industrial Estate in Pune. The Company has started preliminary work for expansion of water based paint and resin manufacturing capacity in their existing plant at Rishra in West Bengal and installation of a resin manufacturing plant in Goa. In August 2008, the company acquired Bolix SA (Bolix), a leading provider of External Insulation Finishing Systems (EIFS) in Poland, from Advent International, a global private equity group. On 7 August 2009, Berger Paints India announced the Board of Directors of the company has decided to install a water based paint plant with a capacity of about 1 lakh tonnes per annum in South India.In 2009, British Paints was re-introduced in India with its globally recognized corporate brand, as a SBU of Berger Paints India Limited, with head quarters in New Delhi. It now operates in the Retail, Industrial & Projects verticals. On 11 March 2013, Berger Paints India announced that it has agreed to acquire the architectural operations of Sherwin Williams Paints India Private Limited, for an undisclosed sum, through its wholly owned subsidiary, Brushworks Paints Ltd. The transaction will significantly increase Berger Paints' presence in key markets and it builds on the company's strategy of growing its architectural paints business throughout India. On 10 April 2013, Citland Commercial Credits Ltd, Wang Investments And Finance Pvt. Ltd, Bigg Investments And Finance Pvt. Ltd, Ms. Vinu Dhingra and Mr. Kuldip Singh Dhingra, forming a part of the Promoter group, announced Offer for Sale of an aggregate 18.72 lakh equity shares constituting 0.54% of the equity share capital of the company.On 7 November 2013, Berger Paints India announced that the company commenced trial production at its Hindupur plant in Andhra Pradesh during the quarter ended 30 September 2013. On 31 January 2014, the company inaugurated its new paint manufacturing facility at Hindupur in Andhra Pradesh. The factory has an initial capacity of 80,000 tonnes per annum. In the final phase, the factory will have a capacity of 3.2 lakh tonnes per annum. Additionally, there will be a plant for the manufacture of 1 lakh KL of emulsion, a key raw material, for which a provision already exits. On 23 September 2014, Berger Paints India announced commencement of commercial production at the Hindupur factory in Andhra Pradesh.The Board of Directors of Berger Paints India at its meeting held on 4 November 2014 approved the sub-division of the company's equity shares of nominal value of Rs 2 each into Equity Shares of nominal value of Re 1 each. On 5 May 2015, Berger Paints India announced commencement of commercial production at the company's powder coating plant at Maharashtra. Earlier, on 13 October 2014, the company announced commencement of trail production at this unit. On 3 August 2015, Berger Paints India announced that the company has decided to install two factories in Assam. One of them will be a putty and distemper manufacturing facility to be put up by British Paints Division of the company and the other will be a water and solvent based paint mixing plant by Berger Division. On 28 April 2016, Berger Paints India announced it has entered into a business transfer agreement with BNB Coatings India Private Limited (BNB) for transfer of its paints division relating to 4 wheeler passenger cars and SUV, 3 wheeler and related ancillaries to BNB on a slump sale basis at a consideration of Rs 90 crore, payable in cash. BNB is a joint venture company where Nippon Paint Automotive Coatings Co., Limited Japan holds 51% stake and Berger Paints India holds 49% stake. The Board of Directors of Berger Paints India at its meeting held on 30 May 2016 recommended issue of Bonus Shares in the proportion of 2 Bonus Shares for every existing 5 shares held on record date to be decided for this purpose. On 2 September 2016, Berger Paints India announced its decision to set up a mixing plant with a maximum capacity of 2,400 KL per annum near the existing factory of the company's subsidiary, Beepee Coatings Private Limited, at Vallabh Vidhyanagar, Gujarat for convenience of supply to various customers. On 10 February 2017, Berger Paints India announced that it has entered into a Memorandum of Understanding (MoU) with Promat International Limited NV of Belgium for cooperation in the field of passive fire protection and high performance insulation coatings in India, Nepal and Bangladesh. The MoU envisages production, distribution and supply of specialised fire resistant coatings which may range from lightweight and thin films to cement based wet mix products suitable for steel and concrete, offering various degrees of efficiency in fire resistance. Promat International is a USD 3 billion company headquartered in Belgium. On 27 March 2017, Berger Paints India announcement the commencement of commercial production of its Automotive and General Industrial paints production plant having a capacity of 4,800 KL/MT per annum at Jejuri near Pune in Maharashtra. This facility will strengthen the company's supply capabilities in respect of Automotive and General Industrial paints and the capacity will be enhanced to 24,000 KL/MT per annum in phases. The British Paints Division of Berger Paints India Limited commenced commercial production of its paint and putty plant at Nalbari, Assam on 29 March 2017. The plant has a capacity of 6,600 KL/MT per annum of solvent and water based paints and 7,200 MT per annum of putty and distemper. On 30 March 2017, Berger Paints India announced the commencement of commercial production of its integrated paint and putty plant at Naltali, Nagaon, Assam. The plant has an annual capacity of 48,000 KL/MT per annum of water based paints, 24,000 KL of solvent based paints, 14,000 MT of Resin and 24,000 MT of wall putty. On 11 April 2017, Berger Paints India and Chugoku Marine Paints, Ltd. (CMP) of Japan entered into a Memorandum of Understanding (MOU) for cooperation and collaboration in the field of marine and related industrial paints in India. The MOU envisages joint efforts in marketing, supplying, purchasing marine related industrial paints. Subsequently, the parties have a view of establishing a joint venture company as their final objective. Since its establishment in 1917, CMP has uniquely developed marine paints as a core product and is one of the global leaders in the area. The Board of Directors of Berger Paints India at its meeting held on 14 April 2017 approved the Scheme of Amalgamation of BJN Paints India Limited (the Transferor Company), a wholly owned subsidiary of Beepee Coatings Private Limited (a wholly owned subsidiary of Berger Paints India) with Berger Paints India with effect from 1 April 2017. NBCC Ltd and Bolix, S.A. Poland, a wholly owned subsidiary of Berger Paints India Limited, signed a Memorandum of Business Exploration on 17 April 2017 in furtherance of a joint initiative to bring to India External Thermal Insulation and Composite Systems (ETICS), a proven solution for improving energy performance of temperature controlled buildings. ETICS is a very cost effective and efficient solution and much used in Europe. NBCC Ltd and Bolix will jointly promote, develop and facilitate the use of ETICS solutions in building projects in India with the principle objective of reducing significantly the energy requirements for cooling or heating in these buildings which is expected to result in gains in environmental sustainability. The Board of Directors of Berger Paints India at its meeting held on 30 May 2017 approved acquisition of 100% of the paid-up equity share capital of Saboo Coatings Private Limited (SCPL) from its existing shareholders at a consideration of Rs 81.77 crore, subject to closing adjustments for variations in net debt and net working capital. SCPL is engaged in carrying out the business of manufacturing specialty liquid coatings classified as Industrial Coatings' by the paint industry in the segments of agriculture and construction equipment, automotive, fans, electronics, general industrial, elevators, handicraft and home furnishing, hardware and those used by industrial dealers for substrates - metal, plastic, FRP and glass in India. The gross turnover of SCPL (including other income) in the year 2016-17 was Rs 89.43 crore. At the meeting, the Board also approved purchase of 1.03 crore equity shares of Saboo Hesse Wood Coatings Private Limited (SHWCPL), representing 51% of the paid-up equity share capital of SHWCPL for a total consideration of Rs 1.50 crore. The balance 49% is held by Hesse Shares GmbH of Germany. The business and expertise of SHWCPL can gainfully supplement the company's existing wood coatings business, where the two entities can combine their strength and collaborate in the areas of manufacturing, selling, distribution, procurement, technology, etc., resulting in mutual benefit of both the companies. During the FY2018, the Company's paint division ('the Business') relating to 4 wheeler passenger cars and SUVs, 3 Wheelers and related ancillaries was transferred to Berger Nippon Paint Automotive Coatings Private Limited or BNPAC (Formerly known as BNB Coatings India Private Limited), an existing joint venture between Berger Paints India Limited and Nippon Paints Automotive Coatings Co. Ltd., Japan after the close of business hours of 30th June, 2016 on a slump sale basis at a consideration of Rs 90 crore, paid in cash. By virtue of being a joint venture where Berger Paints India Limited holds 49% of the paid up share capital, BNPAC may be deemed to be a related party and the transaction was done at an Arm's length basis. On 23 April 2018, Berger Paints India announced that the Board of Directors of the company has approved installation of an integrated paint plant with water and solvent based decorative, industrial and protective coatings, resin, putty, emulsion and construction chemical manufacturing capabilities at an investment of about Rs 200 crore at Sandila Industrial Area in Uttar Pradesh. Subject to all required consents and approvals, the project is likely to be completed by the end of the financial year 2019-20. As on 31 March 2019,the company had 7 subsidiaries and 2 associate companies. During the FY2020, the Company had acquired 1,88,63,180 equity shares of STP Ltd. representing 95.53% of the paid up equity share capital of a face value of Rs 10/- each, at a consideration of Rs 125.20 crore by virtue of a share purchase agreement entered into between the Company and STP Ltd. Most of these shares were acquired after the close of business hours on 31st October, 2019. The entire process of share purchase was completed in the month of November, 2019. The balance 4.47% of share capital remains with existing shareholders. STP Ltd. is thus a subsidiary of the Company. STP Ltd. is into the business of manufacturing and supplying construction chemicals, flooring compounds, bitumen and coal tar based products, sealants and adhesives, protective and anti-corrosive coatings, etc. These are specially formulated and have a strong brand image. STP Ltd. has six manufacturing units located in Chennai (Tamil Nadu), Goa, Jamshedpur (Jharkhand), Kosi in Mathura (Uttar Pradesh), Hooghly (West Bengal) and Panoli (Gujarat). It has two R&D centers and offices and warehouses located all over India. As on 31 March 2020,the company had 8 subsidiaries and 2 associate companies under its roof. The Puducherry plant was renovated and the renovated facilities were commissioned in October 2020. There were various other initiatives across the Company including setting up of admixture manufacturing facilities at Rishra, Jejuri and Hindupur, installation of roof top solar power plants at various factories, facilities for reduction of specific power consumption, further extension of bio-briquette fired thermic fluid heater at plants, etc. The company bagged prestigious Manufacturing Supply Chain Excellence Award, 2020 in Mumbai. Berger's VVN plant was awarded with the prestigious CII Environmental Best Practices Award 2020. Also received the prestigious Manufacturing Supply Chain Excellence Award, 2020 in Mumbai. Berger's VVN plant has won the 7th Exceed Environment Gold Award, 2020 from The Ministry of Environment and Forests (MOEF). The operations of the Company were impacted in the month of March 2020 due to temporary shutdown of all manufacturing units and depots on account of the lockdown announced by the Government of India because of the COVID-19 pandemic. The Company has resumed its operations in a phased manner from the month of May 2020. During the year 2021, the Company enhanced the automotive, industrial, protective coatings and resin capacity of its Jejuri plant. It acquired a piece of land measuring 22 acres at Panagarh, West Bengal from the West Bengal Industrial Development Corporation Limited (WBIDC) for setting-up of another manufacturing facility in West Bengal focused on construction chemicals, putty, tile adhesives etc. In FY'21, the Company launched and promoted Anti-Microbial Powder Coatings in Hospital Furniture Segment, in solid as well as metallic colours. It launched Polyester Range of durable powders for Agricultural Equipment and Road Construction Equipment Industries with high chemical & mechanical resistance. It introduced new range of wrinkle finish powder for sports equipment. It launched DURABERG, a new brand, mainly for architectural segment which is one of the fastest growing segments in India. During the year 2021, wide range of accessories ranging from paint brushes, masking tape, wet and dry sheets for wall and wood sanding were launched. The Company made inroads in the Helmet, Measuring Tape, Toto/e-Rickshaw combines with its innovative range of products. During the year 2022, the Company 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. Rooftop solar power plants have been installed in Hindupur, Jejuri, Rishra, Naltali, VVN, Goa, Pondicherry and Sandila. The Company 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 as well. During the year 2023, in Luxury Emulsion Interior Category, Berger introduced Silk Glamor Matt' and Silk Glamor Dazzle'. In the Premium Interior Category, it launched Rangoli Rich Matt containing best in class smooth matte emulsion with assured two coats hiding. It launched LUXOL PU ENAMEL'. Luxol PU Enamel, a superior quality Polyurethane Resin. Berger Masking Film was introduced to protect surfaces against paint job or wood-work activities. During the year 2022-23, the Company commissioned the operations of fully automated, manufacturing facility at Sandila Plant, Uttar Pradesh on 6th February, 2023. New Rooftop Solar Power Plants also commissioned at Sandila, Puducherry and Jammu factories. The process of making rooftop solar power plant capacities were taken up at Puducherry Plant. The Company commissioned brown field expansions at its Rishra and Goa Plant.

Berger Paints India Ltd Directors Reports

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2022.

FINANCIAL RESULTS

(Rs. in Crore)

Particulars

Financial Year

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 Highlights of the Standalone Results:

a. Revenue from Operations for the year ended 31st March, 2022 was '7740.93 crore as against '6021.41 crore in the corresponding last financial year, representing an increase of 28.56% over the last financial year.

b. EBIDTA (excluding other income and exceptional item) for the year ended 31st March, 2022 was '1182.53 crore as against '1096.95 crore in the corresponding last financial year, representing an increase of 7.80% over the last financial year.

c. Net Profit for the financial year ended 31st March, 2022 was '749.86 crore as against '680.78 crore recorded in the previous financial year, representing an increase of 10.15% over the corresponding period of last financial year.

Highlights of the Consolidated Results:

a. Revenue from Operations for the year ended 31st March, 2022 was '8761.78 crore as against '6817.59 crore in the corresponding last financial year, representing an increase of 28.52% over the last financial year.

b. EBIDTA (excluding other income) for the year ended 31st March, 2022 was '1331.07 crore as against '1187.98 crore in the corresponding last financial year, representing an increase of 12.04% over the last financial year.

c. Net Profit for the year ended 31st March, 2022 was '832.95 crore as against '719.72 crore in the corresponding last financial year, representing an increase of 15.73% over the last financial year.

The Board of Directors have recommended a dividend of '3.10 (310%) per equity share of '1/- each fully paid up for the financial year ended 31st March, 2022. Dividend is subject to approval of the shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT

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.

INDIAN PAINT INDUSTRY

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 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 decor 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 rebranded 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.

Express Painting, a home painting service innovation from Berger Paints launched in 2015, has been growing from strength to strength. Express Painting™ 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, 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.

FOCUS AND OUTLOOK FOR 2022-23

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.

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.

OPPORTUNITIES AND THREATS

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.

RISKS AND CONCERNS

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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

Key Financial Ratios

Ratios

Standalone

Consolidated

FY 2021-22 FY 2020-2021 FY 2021-22 FY 2020-2021
Debtors' Turnover 9.25 8.62 8.45 7.86
Inventory Turnover (on material cost of goods sold) 2.82 2.76 2.91 2.84
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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

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.

EMPLOYEE STOCK OPTION SCHEME

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-

NO. OF EQUITY SHARES ALLOTTED NAME OF KMPs DESIGNATION
MR ABHIJIT ROY MANAGING DIRECTOR & CEO 678 shares

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.

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.

TRANSFER OF SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

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.

PREVENTION OF SEXUAL HARASSMENT

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.

Currently, the ICC comprises the following members:-

1. Ms Rishma Kaur (Presiding Officer)

2. Mr Srijit Dasgupta

3. Mr Aniruddha Sen

4. Ms Kakoli Dey (NGO representative).

SUBSIDIARY AND JOINT VENTURES

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.

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.

CONSOLIDATED FINANCIAL STATEMENTS

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.

COMPLIANCE WITH THE SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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).

WEBLINK OF ANNUAL RETURN

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.

BUSINESS RESPONSIBILITY REPORT

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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.

Your Directors further confirm that:

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,

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

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.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

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.

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

QUALIFICATION OR RESERVATIONS IN THE STATUTORY/SECRETARIAL AUDIT REPORTS

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+.

LOANS, COMMITMENTS AND CONTINGENCIES, INVESTMENTS

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).

RELATED PARTY TRANSACTIONS

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.

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.

POLICY TO DETERMINE MATERIAL EVENTS

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-determme- material- events.html.

POLICY FOR PRESERVATION OF DOCUMENTS

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.

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.

Conservation of Energy & Technology Absorption

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

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.

STATEMENT OF EVALUATION OF BOARD OF DIRECTORS AND COMMITTEES THEREOF

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 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 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.

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

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.

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

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 NonExecutive (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.

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.

CHANGES IN BOARD COMPOSITION

Details of Directors' appointment/reappointment and change in board composition during the financial year under review are as follows:

Sr No. Name of Director Designation & Category Reason and date of appointment/reappointment/retirement/ resignation
1. Mr Kuldip Singh Dhingra (DIN:00048406) Non-Executive, Chairman/ Promoter (Non-Independent) Mr Kuldip Singh Dhingra, Chairman - Non Executive, 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, NonIndependent 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 (DIN: 00048465) Non-Executive, Vice Chairman/ Promoter (Non-Independent) Mr Gurbachan Singh Dhingra, Non-Executive Vice Chairman, 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 (DIN: 03439064) Managing Director & CEO Reappointed as Managing Director and CEO for a further period 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.

Details of Directors seeking appointment/reappointment at the ensuing AGM are as follows:

Sr No. Name of Director Designation & Category Reason and date of appointment/reappointment/retirement/ resignation
1. Mr Kuldip Singh Dhingra (DIN: 00048406) Non-Executive, Chairman/ Promoter (Non-Independent) Mr Kuldip Singh Dhingra, Chairman - Non Executive, 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.
2. Mr Gurbachan Singh Dhingra (DIN: 00048465) Non-Executive, Chairman/ Promoter (Non-Independent) Mr Gurbachan Singh Dhingra, Vice Chairman - Non Executive, 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 (DIN:00028444) Non-Executive (Independent Director) Mr Naresh Gujral was appointed as a Non-Executive, Independent 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 5 th August, 2019. His second term as an Independent Director is due to expire on 19th August, 2024.
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 members 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.

KEY MANAGERIAL PERSONNEL

Mr Abhijit Roy (DIN: 03439064), Managing Director & CEO and Mr Srijit Dasgupta, Director - Finance and Chief Financial Officer and Mr Arunito Ganguly, Vice President and Company Secretary are the Key Managerial Personnel (KMP) of the Company.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

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

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.

COMMITTEES OF THE BOARD

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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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.

B. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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 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.

C. COMPENSATION AND NOMINATION AND REMUNERATION COMMITTEE

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.

E. BUSINESS PROCESS AND RISK MANAGEMENT COMMITTEE

The constitution of the Company’s Business Process and Risk Management Committee is given in the Report on Corporate Governance - Annexure IX.

Structure of the Board of Directors

Name of Directors Non-Executive Executive Independent Lady
Mr Kuldip Singh Dhingra Y N N N
Mr Gurbachan Singh Dhingra Y N N N
Mr Abhijit Roy N Y N N
Ms Rishma Kaur N Y N Y
Mr Kanwardip Singh Dhingra N Y N N
Mr Naresh Gujral Y N Y N
Mr Pulak Chandan Prasad Y N Y N
Mr Anoop Hoon Y N Y N
Mrs Sonu Halan Bhasin Y N Y Y
Dr Anoop Kumar Mittal Y N Y N

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

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.

INFORMATION AS TO REMUNERATION OF DIRECTORS AND EMPLOYEES

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:

1) Ratio of remuneration of Directors/KMP to the median remuneration of the employees:

Name of Directors/KMPs Remuneration Received Ratio as to that of the Median Employee Percentage increase in Remuneration
Mr Kuldip Singh Dhingra 18,00,000 2.99:1 20.00
Mr Gurbachan Singh Dhingra 10,00,000 1.66:1 19.76
Mr Abhijit Roy 5,78,64,885 * 96.29:1 38.53
Mr Kanwardip Singh Dhingra 56,11,464 9.34:1 7.76
Ms Rishma Kaur 56,64,987 9.43:1 8.88
Mr Pulak Chandan Prasad - - -
Mr Naresh Gujral 7,20,000 1.20:1 20.00
Mr Anoop Hoon 7,20,000 1.20:1 20.00
Mrs Sonu Halan Bhasin 7,20,000 1.20:1 20.00
Dr Anoop Kumar Mittal 7,20,000 1.20:1 20.00
Mr Srijit Dasgupta 1,87,27,022 31.16:1 7.70
Mr Arunito Ganguly 53,20,810 8.85:1 15.72

* Remuneration does not includes value of ESOP’s granted.

Note - The median employee remuneration for 2021-22 is: '6,00,940 p.a.

2) Percentage (%) increase in remuneration during the financial year 2021-22: Please see (1) above.

3) Percentage (%) increase in the median remuneration of employees during the financial year 2021-22: 6.22%

4) Number of permanent employees on the rolls of the Company as on 31st March, 2022: 3,931

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:

Particulars of Directors Nature of Transaction Amount (?)
Ms Rishma Kaur, Executive Director and also a Director in U.K. Paints India Private Limited (Holding Company) Consultancy fees received from U.K. Paints India Private Limited for consultancy rendered to U.K. Paints India Private Limited 33 Lakh
Mr Kanwardip Singh Dhingra, Executive Director and also a Director in U.K. Paints India Private Limited (Holding Company) Consultancy fees received from U.K. Paints India Private Limited for consultancy rendered to U.K. Paints India Private Limited 33 Lakh

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.

LISTING WITH STOCK EXCHANGES

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 20212022. 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.

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.

On behalf of the Board of Directors
Kuldip Singh Dhingra
Place: Kolkata Chairman
Dated: 26th May, 2022 (DIN: 00048406)

#MDEnd#

   

Berger Paints India Ltd Company Background

Kuldip Singh DhingraAbhijit Roy
Incorporation Year1923
Registered OfficeBerger House,129 Park Street
Kolkata,West Bengal-700017
Telephone91-033-22299724-28,Managing Director
Fax91-033-22499009/22277288
Company SecretaryArunito Ganguly
AuditorS R Batliboi & Co LLP
Face Value1
Market Lot1
ListingBSE,Kolkata,MSEI ,NSE,
RegistrarCB Management Services Ltd
P-22,Bondel Road, ,Kolkata-700019

Berger Paints India Ltd Company Management

Director NameDirector DesignationYear
Kuldip Singh DhingraChairman (Non-Executive)2023
Gurbachan Singh DhingraVice Chairman2023
Pulak Chandan PrasadIndependent Director2023
Abhijit RoyManaging Director & CEO2023
Naresh GujralIndependent Director2023
Rishma KaurExecutive Director2023
Kanwardip Singh DhingraExecutive Director2023
Anoop HoonIndependent Director2023
Sonu BhasinIndependent Director2023
Anoop Kumar MittalIndependent Director2023
Arunito GangulyCompany Sec. & Compli. Officer2023
GOPAL KRISHNA PILLAIIndependent Director2023

Berger Paints India Ltd Listing Information

Listing Information
BSE_500
BSE_200
BSEDOLLEX
NIFTYJR
CNX500
CNX100
CNX200
NFT100EQWT
BSEALLCAP
BSELARGECA
GOODSSERVI
NFTQULTY30
LMI250
BSEDSI
NFT100LV30
BSE100LTMC
NFTYLM250
NFTY100ESG
NFTY200Q30
NF500M5025

Berger Paints India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Paints/Enamels/Varnishes etcMT0009290.33
Government GrantNA000113.3
Contract RevenueNA00030.74
Scrap SalesNA00022.07
Other Operating RevenueNA00014.18
OthersNA0000
Sale of ProductsNA0000
IntermediateNA0000
Sale of ServicesNA0000
Paints/Varnishes/Enamels/ etc.KL0000
Resins-SyntheticMT0000

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