Home  »  Company  »  Berger Paints I  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Berger Paints (India) Ltd.

Mar 31, 2017

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, 2017.

FINANCIAL RESULTS

(Rs, in crores)

Particulars

Financial Year ended

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Profit before Exceptional Items, Depreciation, Finance Cost and Tax

711.51

643.81

773.10

679.42

Add: Exceptional Items

58.67

-

44.20

-

Add: Share of Profit from Joint Ventures

-

-

10.05

5.69

Less:

Depreciation

97.07

88.07

108.05

98.65

Finance Cost

7.41

17.05

16.22

27.28

Profit Before Tax

665.70

538.69

703.08

559.18

Less:

Provision for Taxation

219.25

182.43

229.42

188.62

Profit After Taxation

446.45

356.26

473.66

370.56

Add:

Other comprehensive income (loss for the year net of tax)

(1.20)

(0.44)

(18.94)

(14.55)

Total comprehensive income

445.25

355.82

454.72

356.01

FINANCIAL PERFORMANCE

During the financial year ended 31st March, 2017, the Company achieved net consolidated revenue from operations of Rs, 5050.45 crores as against Rs, 4638.85 crores in the previous year registering a growth of 8.9%. The profit before exceptional items, depreciation, interest and tax was Rs, 773.10 crores as against Rs, 679.44 crores in the previous year, recording an improvement of 13.8%. The profit before tax was Rs, 703.08 (2015 -16 : Rs, 559.18 crores) and the profit after tax was Rs, 473.66 crores (2015 - 16 : Rs, 370.56 crores), representing an increase of 25.7% and 27.83% respectively. The consolidated profit before tax would be Rs, 658.88 crores (18% of growth) without considering the proportionate share of profit, being Rs, 44.20 crores, arising out of the transfer of a business to BNPA, as mentioned below.

The Exceptional Items in the statement for the standalone results above comprise a profit of Rs, 86.67 crores on account of transfer of business and Rs, 28 crores of impairment in the carrying value of investment in Berger Paints Cyprus Limited. The aforesaid impairment has no impact on consolidated results.

The Company’s paint division (“the Business”) relating to 4 wheeler passenger cars and SUVs, 3 wheelers and related ancillaries was transferred to BNB Coatings India Private Limited (now renamed, Berger Nippon Paint Automotive Coatings Private Limited or “BNPA”), an existing joint venture between Berger Paints India Limited and Nippon Paint Automotive Coatings Co., Ltd., Japan after the close of business hours of 30th June, 2016 on a slump sale basis at a consideration of '' 90 crores, paid in cash. The annual turnover of the Business was about Rs, 29 crores in the year ended 31st March, 2016. BNPA does not belong to the promoter group. By virtue of being a joint venture where Berger Paints India Limited holds 49% of the paid up share capital, BNPA may be deemed to be a related party and the transaction was done at an arm’s length basis. The “Exceptional Item” head in standalone results for the year ended 31st March, 2017 includes profit of Rs, 86.7 crores on transfer of the business which is subject to tax. In June 2016, the Company had acquired 8,96,700 equity shares of BNPA at the face value of Rs, 1,000 each, aggregating Rs, 89.67 crores to finance 49% of the acquisition of the “Business” and another business acquired from a third party by BNPA.

During the quarter ended 31st March, 2017 the Company has provided for impairment in the standalone financial statements, in the carrying value of its investment in its wholly owned subsidiary, Berger Paints Cyprus Limited (BPCL) on account of losses sustained by the ultimate wholly owned subsidiary Berger Paints Overseas Limited (BPOL), due to downturn in Russian economy, which were hitherto only reflected in the consolidated financial position of the Company. The Company had made an assessment of the fair value of the investments in Berger Paints Overseas Limited taking into account past business performance, prevailing business conditions and revised expectations about future performance. Based on the above factors and as matter of prudence, a provision of Rs, 28 crores towards impairment of such investment has been recognized in the standalone accounts.

SEXUAL HARASSMENT POLICY

Your Company has also framed a policy on Sexual Harassment of Women at workplace which commits to provide a workplace that is free from all forms of discrimination, including sexual harassment. The Policy can be viewed at the following we blink : www.bergerpaints.com/ about-us/sexual-harassment-policy.html.

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. There was no such complaint during the year. ICC comprises the following members as appointed by the Board:

1. Mrs. Rishma Kaur (The Presiding Officer)

2. Mr. Srijit Dasgupta

3. Mr. Aniruddha Sen

4. Ms. Suparna Mitra (NGO representative).

SUBSIDIARY AND JOINT VENTURES

Your Company has the following 4 wholly-owned subsidiaries :- (i) Beepee Coatings Private Limited (“Beepee Coatings”) in Gujarat; (ii) Berger Jenson & Nicholson (Nepal) Private Limited (“BJN”) in Nepal; (iii) Berger Paints (Cyprus) Limited (“Berger Cyprus”) in Cyprus; (iv) Lusako Trading Limited (“Lusako Trading”) in Cyprus.

The following companies are wholly-owned subsidiaries of the Company’s above named subsidiaries: - (i) BJN Paints India Limited -wholly-owned subsidiary of Beepee Coatings; (ii) Bolix S.A., Poland - wholly-owned subsidiary of Lusako Trading; (iii) 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, BUILD-TRADE BIS sp. z o.o., Poland, Soltherm External Insulations Limited, UK and Soltherm Insulations Thermique Exterieure, France.

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.

BJN-India is a wholly owned step down subsidiary of the Company. It is engaged in the business of manufacturing and processing architectural paints and coatings, which it had acquired from Sherwin Williams Paints India Private Limited, with effect from the close of business hours on 31st March, 2013. The Boards of BJN-India and Berger Paints India Limited consider that the business of BJN-India can now be combined with and carried on in conjunction with the business of the Company (i.e., Berger Paints India Limited), more conveniently and efficiently. Accordingly, the Boards of BJN-India and the Company, at their respective meetings held in April, 2017, have approved a Scheme of Amalgamation of BJN-India as Transferor Company with Berger Paints India Limited as Transferee Company, pursuant to the provisions of Sections 230 and 232 of the Companies Act, 2013. The appointed date for the purpose is 1st April, 2017 (“Appointed Date”). The proposed amalgamation will enable appropriate consolidation of the activities of BJN India and the Company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters.

The aforesaid Scheme is conditional upon and subject to the approval by the requisite majority of the members of BJN-India and sanction of the same by the Hon’ble National Company Law Tribunal at Kolkata. Accordingly, it is provided that the aforesaid Scheme, although operative from the Appointed Date, shall become effective upon filing of certified copies of the aforesaid order of the Hon’ble NCLT sanctioning the aforesaid Scheme, as and when received, with the Registrar of Companies by BJN-India and Berger Paints India Limited.

During the year under review, BJN-Nepal showed robust performance with a turnover of Rs, 135.32 crores.

Bolix S.A. also posted encouraging results with a turnover of Rs, 190.22 crores.

NBCC (India) Ltd. and Bolix SA of Poland have signed a Memorandum of Business Exploration (MoBE) for jointly promoting, developing and adopting External Thermal Insulation and Composite Systems (ETICS) Solutions Technology in construction of highly energy efficient green/smart buildings in India. ETICS Technology is a robust and long lasting building energy performance solution developed to current standards over the last 40 years. It has proven to be highly cost effective, safe for inhabitants living in insulated houses and hugely beneficial for the environment. This technology is already in use in a big way in European countries and the experience suggests that offices, hospitals, hotels, schools etc. built in those countries by using this technology has substantially contributed towards reduction in energy consumption and carbon emission both in cold and hot climatic conditions. ETICS Technology conforms to a set of globally acknowledged standards which also take into account the procedures and installation techniques related with application. These standards were historically established in Europe and now being taken to all parts of the globe.

The system contains components including the basic insulation material (EPS - or Expanded Polystyrene Foam or Mineral Wool), layers of adhesive, mechanical fasteners, a reinforcing layer with fibre glass mesh, reinforcements and accessories, primers and plasters. Addition of the system to the wall of a structure can create a major impact towards reducing the amount of electricity needed for cooling/heating the interior of the building.

The benefits of using ETICS solution include:

- Electricity consumption reduction (even up to 35% in moderate climates) for cooling/heating

- Environment protection effect due to the reduction of CO2 emission and other pollutants arising out of the generation of electricity in thermal power plants/diesel generating sets

- Improvement of the aesthetics of the building facade

- Increased comfort, improved microclimate.

- Extended life of the building and increased weather resistance.

- ETICS installations typically do not need any cement plastering before application of the installation envelope and accordingly, this cost too can be saved.

- Where the source of electricity is diesel generating sets this also implies savings of foreign exchange against crude oil imports.

- ETICS reduces the fluctuation of surface wall temperatures leading to fewer tendencies to form cracks.

- It reduces the capital cost of HVAC (Heating, Ventilation and Air-conditioning) costs by downsizing the initial requirement.

The MoBE between NBCC and Bolix shall facilitate import of this technology and its application in India and its neighbouring countries through NBCC which is a Govt. of India Navratna Enterprise and a leader in Indian Construction Industry.

The performance of Beepee Coatings was satisfactory, with a turnover of Rs, 24.9 crores.

Berger Paints Cyprus Limited is a special purpose vehicle for the purpose of making investments in your Company’s interests abroad. So is Lusako Trading Limited.

The turnover of Berger Paints Overseas Limited (BPOL) was Rs, 5.36 crores.

Berger Becker Coatings Private Limited, the Company’s joint venture with Becker Industrifarg, Sweden, showed impressive performance with turnover of Rs, 294.06 crores. and a net profit of Rs, 14.56 crores.

BNB Coatings India Private Limited (BNB), renamed as “Berger Nippon Paint Automotive Coatings Private Limited” (“BNPA”), the Company’s joint venture with Nippon Paint Automotive Coatings Co., Ltd. of Japan (NPAU) posted turnover of Rs, 106.11 crores and total comprehensive income of Rs, 6.21 crores.

Pursuant to Regulation 16(c) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a material subsidiary in a year shall be a subsidiary whose income or net worth exceeds 20% 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 Accounting Standards 21 and 27, provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 136 of the Companies Act, 2013 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 2016-17.

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 provisions of Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Annexures-B & C).

During the year under review, your Company has carried out the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report is attached as Annexure 4 to this Report.

TECHNOLOGY AGREEMENTS

Your Company has Technology Agreements in the area of Automotive Coatings.

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 Companies Act, 2013, all unclaimed deposits have been transferred to Investor Education and Protection (IEPF) Account.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013, extract of Annual Return is attached as Annexure 1 to the Directors’ Report. MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE THEREAT

The details of meetings of the Board and attendance of Directors are given in the Report on Corporate Governance - Annexure B.

A. AUDIT COMMITTEE

The details of Audit Committee are given in the Report on Corporate Governance - Annexure B. The Board has accepted and implemented all recommendations of the Audit Committee.

VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 the Company along with with its subsidiaries have complied with the laws and the codes of conduct applicable to them and have ensured that the business is conducted with integrity and that the Company’s financial information flow is accurate. In case of any violation or complaint, a report may be made under the Vigil Mechanism system established by the Company. The said policy is uploaded on the Company’s website and can be accessed at: https://www.bergerpaints. com/about-us/whistleblower-policy.html.

B. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee in accordance with the terms of reference of Section 135 of the Companies Act, 2013. The details of the Committee are given in the Report on Corporate Governance - Annexure B. The required details as specified in Companies CSR Policy Rules, 2014 is given in Annexure 2.

C. COMPENSATION & NOMINATION & REMUNERATION COMMITTEE

The details of the Committee are given in the Report on Corporate Governance - Annexure B.

D. SHAREHOLDERS’ COMMITTEES

The details of the Committees are given in the Report on Corporate Governance - Annexure B.

BUSINESS RESPONSIBILITY REPORT

SEBI has made it mandatory to publish a Business Responsibility Report (BRR) by the top 500 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 10th February, 2017 and can be viewed at https:// www.bergerpaints.com/about-us/business-responsibility-policy.html. Mr. Abhijit Roy, Managing Director and CEO has been nominated as the director responsible for implementing the Business Responsibility Policy and Mr. Aniruddha Sen, Senior Vice President and Company Secretary has been nominated as the Business Responsibility Head. As required, the BRR for 2016-17 is attached to this report as Annexure 6.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2017 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 in preparation of the Annual Accounts:

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.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The following are the Independent Directors of your Company:-

1) Mr. Dhirendra Swamp;

2) Mr. Gopal Krishna Pillai;

3) Mr. Pulak Chandan Prasad;

4) Mr. Kamal Ranjan Das;

5) Mr. Naresh Gujral.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria for independence in the required format under the Companies Act, 2013.

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 Companies Act, 2013 and Rules thereof.

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

QUALIFICATION OR RESERVATIONS IN STATUTORY AUDIT REPORTS

Your Board has the pleasure in confirming that no qualification, reservation, adverse remark or disclaimer has been made by the Statutory Auditors or Company Secretary in Practice in their Audit Reports issued to the Company.

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 utilized by the recipient are provided in the standalone financial statement (please refer Notes 5a, 8a and 33 of the standalone financial statement).

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 has adopted the Related Party Transaction policy regarding materiality of related party transactions and also on dealings with Related Parties in terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges and Section 188 of the Companies Act, 2013. The policy is available at the following we blink : https://www.bergerpaints.com/about-us/rpt-policy.html

All related party transactions have been carried out at arms’ length basis in the ordinary course of business. However, the transfer of “the Business” to BNPA was not in the ordinary course and was, therefore, approved by the Board of Directors and the Audit Committee. The transaction did not require approval of the shareholders under section 188 of the Companies Act, 2013 read with the provision of the Companies (Meetings of Board and its Powers) Rules, 2014 since the amount involved in the sale of goods was much lower than the threshold limits mentioned in the said Rules. There is no material related party transaction i.e. transaction exceeding 10% of the annual consolidated turnover as per the last audited financial statements, entered during the year by your Company and accordingly, the disclosure of Related Party Transaction as required under section 134(3)(h) of the Companies Act. 2013 in Form AOC-2 is not applicable.

MATERIALITY POLICY

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has framed a policy for determination of materiality, based on criteria specified in the regulations. The Policy is available at the following we blink:- https://www.bergerpaints.com/ about-us/policy-determine-material-events.html.

POLICY FOR PRESERVATION OF DOCUMENTS

As per Regulation 9 of SEBI (Listing Obligations and Disclosures requirements) Regulations, 2015 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 we blink:- https:// www.bergerpaints.com/about-us/policy-preservation-documents.html.

SIGNIFICANT CHANGES

During the Financial Year 2016-17, no significant change has taken place which could have an impact over the financial position of the Company.

TRANSFER TO RESERVE AND DIVIDEND

The total comprehensive income of the Company is Rs, 445.25 crores for the year 2016-17.

Your Directors recommend a dividend of Rs, 1.75 per share i.e. @ 175% for the year under review. This, if approved, will absorb an amount of Rs, 169.93 crores (compared to Rs, 114.43 crores in the previous year), net of Dividend Distribution Tax, based on the current paid-up capital of the Company and will be paid to those members holding shares in the physical mode whose names appear in the Register of Members as on 4th August, 2017 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 28th July, 2017.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy. 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 Companies Act, 2013, your Company has transferred an amount of Rs, 16,50,033 to the Investor Education and Protection Fund, in respect of dividend amounts lying unclaimed / unpaid for more than seven years from the date they became due i.e., for the year ended 31st March, 2008.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has filed the necessary form and uploaded the details of unclaimed amounts lying with the Company, as on 7th November, 2016 with the Ministry of Corporate Affairs.

Conservation of Energy & Technology Absorption

Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to Annexure 5 of this report.

Particulars of Employees

In terms of the provisions of Section 134 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 particulars of certain category of employees have been set out in Annexure 3 of this report.

STATEMENT OF EVALUATION OF BOARD OF DIRECTORS AND COMMITTEES THEREOF

The Company follows the provisions of the Companies Act, 2013 and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) in relation to Directors’ appointments, qualifications and independence.

Pursuant to Section 178(3) of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations , the Compensation and Nomination and Remuneration Committee is entrusted with responsibility of formulating criteria for determining qualifications, positive attributes and independence of a Director. The same is available at the following link: https:/bergerpaints.com/about-us/criteria-policy.html.

The Compensation and Nomination and Remuneration Committee have laid down the following criteria for evaluating the performance of the Board of Directors. The same is available at the following link: https:/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 Companies Act, 2013 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 2016-17.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the Company, Mr. Gurbachan Singh Dhingra retires by rotation and being eligible, offers himself for re-appointment.

Mr. Gurbachan Singh Dhingra is a graduate from Delhi University and an industrialist, promoter of the Company and the Vice-Chairman of the Board of Directors of the Company. He has considerable experience in paint and related industries, particularly their technical aspects.

Structure of the Board of Directors

Name of Director

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

Mrs. Rishma Kaur

N

Y

N

Y

Mr. Kanwardip Singh Dhingra

N

Y

N

N

Mr. Kamal Ranjan Das

Y

N

Y

N

Mr. Naresh Gujral

Y

N

Y

N

Mr. Gopal Krishna Pillai

Y

N

Y

N

Mr. Pulak Chandan Prasad

Y

N

Y

N

Mr. Dhirendra Swarup

Y

N

Y

N

FAMILIARISATION 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 are also undertaken from time to time. This can be seen at the following we blink : https://www.bergerpaints.com/about-us/familiarization-program.html.

INFORMATION AS TO REMUNERATION OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following disclosures are made:-

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

Name of Director / KMP

Remuneration received (Rs,)

Ratio as to that of the median employee

Percentage increase in remuneration

Mr. Kuldip Singh Dhingra

10,00,000

2.02:1

0

Mr. Gurbachan Singh Dhingra

10,00,000

2.02:1

0

Mr. Abhijit Roy

2,10,49,348*

42.56:1

26.62

Mr. Kanwardip Singh Dhingra

26,47,855

5.35:1

13.28

Mrs. Rishma Kaur

26,58,265

5.37:1

13.03

Mr. Kamal Ranjan Das

2,75,000

0.56:1

10

Mr. Pulak Chandan Prasad

-

-

-

Mr. Naresh Gujral

6,60,000

1.33:1

10

Mr. Dhirendra Swarup

6,60,000

1.33:1

10

Mr. Gopal Krishna Pillai

6,60,000

1.33:1

10

Mr. Srijit Dasgupta

1,21,25,275*

24.52:1

23.26

Mr. Aniruddha Sen

82,95,013*

16.77:1

13.31

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

Note - The median employee remuneration for 2016-17 is - Rs, 4,94,560 p.a.

2) Percentage (%) increase in remuneration during the Financial year 2016-17 :- Please see (1) above.

3) Percentage (%) increase in the median remuneration of employees during the Financial year 2016-17 :- 3.53%

4) Number of permanent employees on the rolls of the Company as on 31st March, 2017 - 2993

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 of employee was 16.74% as compared to a average percentile increase of 23.65% of managerial remuneration. The increase of managerial remuneration is based on growth criteria.

6) Pursuant to the requirement of Section 197(14), the following disclosure is made in respect to remuneration received by Directors:-

Name

Nature of Transaction

Amount (Rs,)

Mrs. Rishma Kaur, Director and National Business Development Manager - Retail 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 Lakhs

Mr. Kanwardip Singh Dhingra, Director and National Business Development Manager-Industrial 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

27 Lakhs

7) Affirmation

It is hereby affirmed by the Chairperson of the Company that the remuneration paid to all the employees, Directors and Key Managerial Personnel of the Company during the Financial Year 2016-17 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 The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges. As per Regulation 109(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 every issuer or the issuing company which has previously entered into agreement(s) with a recognized stock exchange to list its securities shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Company executed fresh agreements with the following Stock Exchanges where its shares are listed :-

NSE - On 17th December, 2015

BSE - On 4th January, 2016

CSE - On 17th February, 2016

The addresses of these Stock Exchanges and other information for shareholders are given in this Annual Report.

COST AUDITORS

The Board of Directors have re-appointed/appointed M/s N. Radhakrishnan & Co., 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting cost audit at the Company’s factories at Howrah, Rishra, Goa, Puducherry, Jejuri, at the newly set up plant at Naltali and Hindupur factory of the Company’s British Paints Division and M/s Shome & Banerjee & Co., 2nd Floor, 5A Narulla Doctor Lane, West Range, Kolkata - 700017, for conducting cost audit at its Jammu factory and for the factories of British Paints Division having their factories at Jammu, Surajpur and Sikandrabad under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 for the year 2017-18. The due date for filing Cost Auditors’ report for the year 2015-16 was 30th September, 2016. The said reports for the year 2015-16 were filed on 20th October, 2016.

STATUTORY AUDITORS

The Statutory Auditors, Messrs. S.R. Batliboi & Co. LLP, Chartered Accountants, were appointed pursuant to the provisions of Sections 139, 142 of the Companies Act, 2013 and the Rules made there under from the conclusion of the 91st Annual General Meeting up to the conclusion of the Sixth Annual General Meeting to be held after the 91st Annual General Meeting . This year’s notice includes a proposal for ratification of such appointment.

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

Kolkata Kuldip Singh Dhingra

Dated: 30th May, 2017 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS & APPROPRIATIONS

(Rs. in crores) Particulars BPIL Consolidated

2013-14 2012-13 2013-14 2012-13

Profit before Depreciation, Finance Cost 420.23 367.08 467.32 402.62 and Tax

Less:

Depreciation 58.27 46.28 70.71 56.72

Finance Cost 34.26 27.67 46.63 37.66

Profit Before Tax 327.70 293.13 349.98 308.24

Less:

Provision for Taxation 93.45 83.33 100.59 89.84

Profit After Taxation 234.25 209.80 249.39 218.40

Add:

Profit brought forward from the previous 510.80 394.91 519.12 394.63 year

Available for appropriation 745.05 604.71 768.51 613.03

Appropriations:

Transfer to General Reserve 23.42 20.98 23.42 20.98

Dividend (Proposed) 76.23 62.33 76.23 62.33

Tax on dividend 12.95 10.60 12.95 10.60

Balance carried to Balance Sheet 632.45 510.80 655.91 519.12

745.05 604.71 768.51 613.03

FINANCIAL PERFORMANCE

During the financial year ended 31st March, 2014, the Company achieved net consolidated revenue from operations of Rs. 3,870 crores as against Rs. 3,346 crores in the previous year registering a growth of 16%. The profit before depreciation, interest and tax was Rs. 467 crores as against Rs. 403 crores in the previous year, recording an improvement of 16%. The profit before tax was Rs. 350 crores (2012 – 13 : Rs. 308 crores) and the profit after tax was Rs. 249 crores (2012 – 13 : Rs. 218 crores), representing increases of 14% in each case.

DIVIDEND

Your Directors recommend a dividend of Rs. 2.20 per share i.e. @ 110 % for the year under review. This, if approved, will absorb an amount of Rs. 76.23 crores (compared to Rs. 62.33 crores in the previous year), net of Dividend Distribution Tax, and will be paid to those members whose names appear in the Register of Members as on the conclusion of the book closure on 1st August, 2014.

In terms of the provisions of Section 205C of the Companies Act, 1956, (equivalent to Section 124 of The Companies Act, 2013), your Company transferred an amount of Rs. 60,05,389 to the Investor Education and Protection Fund, in respect of dividend amounts lying unclaimed / unpaid for more than seven years from the date they became due i.e., for the year ended 31st March, 2007.

SUBSIDIARY AND JOINT VENTURES

Your Company has the following 4 wholly-owned subsidiaries :- (i) Beepee Coatings Private Limited ("Beepee Coatings") in Gujarat; (ii) Berger Jenson & Nicholson (Nepal) Private Limited ("BJN") in Nepal; (iii) Berger Paints (Cyprus) Limited ("Berger Cyprus") in Cyprus; (iv) Lusako Trading Limited ("Lusako Trading") in Cyprus.

The following companies are wholly-owned subsidiaries of the Company''s above named subsidiaries:- (i) BJN Paints India Limited – wholly-owned subsidiary of Beepee Coatings; (ii) Bolix S.A., Poland – wholly-owned subsidiary of Lusako Trading; (iii) Berger Paints Overseas Limited ("BPOL"), Russia - wholly-owned subsidiary of Berger Cyprus. Build Trade sp z.o.o., Poland, Bolix Ukraine Limited Liability, Ukraine and Build Trade SKA, Poland are three subsidiaries of Bolix S.A.

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.

The name of Brushworks Paints Limited, wholly-owned subsidiary of Beepee Coatings Private Limited has been changed to BJN Paints India Limited w.e.f. 31st October, 2013.

The Ministry of Corporate Affairs vide General Circular No. 2/2011, dated 8th February, 2011 had granted general exemption to companies from seeking approval of Central Government under Section 212 of the Companies Act, 1956 from annexing to this Report, the Annual Reports of the subsidiaries subject to compliance of certain conditions specified therein. Hence, the Annual Reports of the subsidiary companies have not been annexed herewith. The Consolidated Financial Statement includes the results of these subsidiary companies duly audited by their respective statutory auditors. Annual Accounts of the subsidiary companies and related detailed other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Head office of the Company by any investor during working hours.

Results of BJN-Nepal, a wholly owned subsidiary of the Company, were encouraging and the Company, with two factories and a distribution network, continues to fourish. During the year under review, BJN-Nepal achieved a turnover of Rs. 78.71 crores and net profit of Rs. 12.20 crores.

There was improvement in margin for Bolix S.A. The net profit posted by Bolix S.A. during the year was Rs. 5.78 crores.

The performance of Beepee Coatings, a wholly owned subsidiary with its entire manufacturing facilities dedicated to processing the Company''s products, was satisfactory. The new emulsion plant has stabilised. The company posted a net profit of Rs. 2.15 crores.

Berger Cyprus is a special purpose vehicle for the purpose of making investments in your Company''s interests abroad. So is Lusako Trading. These companies are not affected by recent banking related problems in Cyprus.

The actions to correct the performance of Berger Paints Overseas Limited ( BPOL) in Russia have commenced and this Company (i.e., Berger Paints India Limited) is now also exporting paints to BPOL for sale in Russia.

Berger Becker Coatings Private Limited, the Company''s joint venture with Becker Industrifarg, Sweden, posted a net profit of Rs. 7.84 crores (48.98% of the same is considered in the consolidated accounts of your Company).

BNB Coatings India Limited (BNB), the Company''s joint venture with Nippon Bee Chemicals Co. Ltd. of Japan (NBC) for manufacture of coatings for plastic substrates performed well and posted a net profit of Rs. 2.49 crores during the year (49% of the same is considered in the consolidated accounts of your Company).

CONSOLIDATED FINANCIAL STATEMENTS

The duly audited Consolidated Financial Statements as required under the Accounting Standards 21 and 27, provisions of Clause 32 of the Listing Agreement and Section 136 of The Companies Act, 2013 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 2013-14.

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 provisions of Clause 49 of the Listing Agreement (Annexures I & II).

During the year under review, your Company has voluntarily carried out a Secretarial Audit. The Secretarial Audit Report forms a part of the Annual Report.

Also, the Company has voluntarily adopted the Secretarial Standards 1 to 8 and 10 published by the Institute of Company Secretaries of India, as far as may be practicable, in the best interest of the Company, its members and the stakeholders. The Company has also carried out a voluntary audit of the adoption of the Secretarial Standards and such audit report forms a part of the Annual Report.

The Company has a Whistle Blower Policy (Vigil Mechanism), copy of which is available on the Company''s website.

TEChNICAL LICENSE AGREEMENT

Your Company has a Technical License Agreement with Axalta Coating Systems, LLC in the area of Automotive Coatings. Products manufactured with the know-how of the collaborator have been well received by the concerned customers.

FOREIGN EXChANGE

Your Company earned foreign exchange of Rs. 3.23 crores from export of goods and consultancy fees/royalty. Details of Foreign Exchange outgo and earnings appear in notes 36 and 39 of the Accounts for the year under review.

FIXED DEPOSIT

There is no outstanding public deposit in the Company as on 31st March, 2014, except those lying unclaimed. The Company had earlier discontinued acceptance of fresh deposits and renewal of deposits.

INFORMATION PURSUANT TO SECTION 217 OF ThE COMPANIES ACT, 1956 ("the Act")

A. Conservation of Energy & Technology Absorption

Information pursuant to Section 217(1)(e) of the Act, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the financial year ended 31st March, 2014 are given in Annexure III to the Report.

B. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Act and the Companies (Particulars of Employees) Rules, 1975, particulars of a certain category of employees have been set out in annexure IV of this report.

C. Directors'' Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2014 are in full conformity with the requirements of the Act. They believe that the Financial Statements refect 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 in preparation of the Annual Accounts:

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 suffcient 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.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the Company, Mr. Kuldip Singh Dhingra retires by rotation and being eligible, offers himself for re-appointment.

Mr. Kuldip Singh Dhingra is a Science Graduate from Delhi University and an industrialist. He is a promoter of the Company and holds the position of Chairman of the Board of Directors and has considerable experience in the paint industry. He was appointed as a Director on the Board of the Company on 17th July, 1991 and became the Chairman of the Company on 17th June, 1994. He is on the Board of various other companies. Mr. Dhingra holds 1,07,385 equity shares of the Company.

For the purpose of compliance with the provisions of The Companies Act, 2013, Mrs. Rishma Kaur, wholetime employee and erstwhile Alternate Director to Mr. Kuldip Singh Dhingra and Mr. Kanwardip Singh Dhingra, wholetime employee and erstwhile Alternate Director to Mr. Gurbachan Singh Dhingra, have resigned from their respective offices of Alternate Directors with effect from 1st April, 2014. They continue to be in wholetime employment of the Company. The Board wishes to place on record their deep appreciation for the valuable contribution made by them during their tenure as Alternate Directors.

RELATED PARTY TRANSACTIONS

A Statement of related party transactions pursuant to Accounting Standard 18 forms a part of this Annual Report.

LISTING WITh STOCK EXChANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges. The addresses of these Stock Exchanges and other information for shareholders are given in this Annual Report.

COST AUDITORS

The Board of Directors have re-appointed M/s N. Radhakrishnan & Co., 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting cost audit at Howrah, Rishra and Goa factories of the Company, Mr. Gopalakrishnan, 12 Third Street, Jeyanagar, Reddiar Palayam, Puducherry – 605010, for conducting cost audit at its Puducherry factory and M/s Shome & Banerjee & Co., 2nd Floor, 5A Narulla Doctor Lane, West Range, Kolkata - 700017, for conducting cost audit at its Jammu factory and for the factories of British Paints Division having their factories at Jammu, Surajpur and Sikandrabad under Section 233B of the Companies Act, 1956, subject to the approval of the Central Government for the year 2014-15. The due date for fling Cost Auditors'' report for the year 2012-13 was 30th September, 2013. The said reports for the year 2012-13 for Company''s factories at Jammu, Goa, Howrah, Rishra and Puducherry and for the Company''s British Paints Division factories at Jammu, Sikandrabad and Surajpur were fled on 27th September, 2013.

STATUTORY AUDITORS

The Statutory Auditors, Messrs Lovelock & Lewes, retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 141 of The Companies Act, 2013, offer themselves for re-appointment.

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 Kolkata Kuldip Singh Dhingra

Dated: 30th May, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS & APPROPRIATIONS

(Rs. in crores)

Particulars BPIL Consolidated

2012-13 2011-12 2012-13 2011-12

Profit before Depreciation, Finance Cost, 367.08 308.10 402.62 333.97 Exceptional Items and Tax

Less:

Depreciation 46.28 37.56 56.72 47.18

Finance Cost 27.67 22.37 37.66 32.36

Exceptional Items - - - -

Profit Before Tax 293.13 248.17 308.24 254.43

Less:

Provision for Taxation 83.33 70.78 89.84 74.39

Profit After Taxation 209.80 177.39 218.40 180.04

Add:

Profit brought forward from the previous 394.91 291.57 394.63 288.64 year

Available for appropriation 604.71 468.96 613.03 468.68

Appropriations:

Transfer to General Reserve 20.98 17.73 20.98 17.73

Dividend (Proposed) 62.33 48.46 62.33 48.46

Tax on dividend 10.60 7.86 10.60 7.86

Balance carried to Balance Sheet 510.80 394.91 519.12 394.63

604.71 468.96 613.03 468.68

FINANCIAL PERFORMANCE

During the financial year ended 31st March, 2013, the Company achieved net consolidated revenue from operations of Rs. 3,346 crores as against Rs. 2,948 crores in the previous year, registering a growth of 14%. The profit before depreciation, interest and tax was Rs. 403 crores as against Rs. 334 crores in the previous year, recording an improvement of 21%. The profit before tax was Rs. 308 crores (2011 - 12 : Rs. 254 crores) and the profit after tax was Rs. 218 crores (2011 - 12 : Rs. 180 crores), representing increase of 21% in each case.

EMPLOYEE STOCK OPTION SCHEME

Your Company had framed an Employee Stock Option Scheme (ESOP Scheme) for its employees and its Directors. The Board had formulated the ESOP Scheme in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the shareholders had approved the said scheme at the Annual General Meeting held on 29th July, 2010 to issue shares not exceeding 5% of the paid up capital of the Company as on 31st March, 2010. In practice, ESOP is granted to employees and wholetime Directors. Pursuant to the aforesaid scheme, the Compensation Committee of the Board of Directors at its meeting held on 1st August, 2012 has approved grant of 1,91,397 options (2011-12 : 1,88,064 options and 2010-11 : 2,88,750 options) convertible into equity shares to 105 employees including grant of 5,001 options each to Mr. Abhijit Roy, Managing Director and Mr. Srijit Dasgupta, Director and Chief Financial Officer. During the year 2012-13, 1,36,684 equity shares were allotted to 106 employees on their exercising the options. This includes allotment of 4,000 equity shares to Mr. Abhijit Roy, Managing Director and 4,000 equity shares to Mr. Srijit Dasgupta, Director and Chief Financial Officer.

The information required to be disclosed in terms of the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is enclosed as per Annexure ''A'' to this report.

HUMAN RESOURCES

The number of people employed as on 31st March, 2013 was 2,464. The Industrial Relations were satisfactory during the year.

Your Company recognises the fact that talent and skills are increasingly becoming scarce and it requires considerable effort to identify, engage and retain such talents. Your Company is paying increasing attention to these aspects and also to training. Per employee training hours in the year was 15. The Company recognises the fact that salary alone is not the criteria for satisfaction of deserving employees and offers a participative work environment and an open culture. The attrition rate in the Company was much lower than the national average. During the year, the Company implemented the Human Resources Management Systems (HRMS), which is commensurate with the size of its operations and should facilitate processes to a great degree.

Your Company continues to place highest importance to environment, occupational health and safety. The Risk Assessment and Minimization Committee of your Company monitors the situation obtaining in the Company and makes recommendations, which are implemented.

Your Company wishes to put on record its deep appreciation, co-operation and efforts of all employees for the betterment of the organization.

CORPORATE SOCIAL RESPONSIBILITY

The Company is a multi-locational and multi-cultural company having plants and branches all over India. The Company is commit- ted to discharging its obligations to its stakeholders. The Company believes that operating with accountability and transparency all over India and elsewhere in the globe, respecting the customs, practices and laws, providing honest means of livelihood to people and adding to wealth of nations, are by themselves self-fulfilling.

As part of the Company''s social responsibilities, following are few of the activities carried out during the year:

- Child sponsorship programmes

- Education materials for schools

- Renovation and painting of schools in the vicinity of our presence

- Supporting children with special needs

- Organizing Health Camps

- Assistance to the aged

- Developing areas around the manufacturing sites/offices in the form of upkeep of roads, parks, water pumps, tube wells, etc.

- Celebration of Environment Day

- Plantation of saplings and gifting plants to local communities

- Spreading awareness of a greener environment through schools and educational institutions

- Organization and participation of awareness programmes at the adjacent areas/vicinity of the manufacturing locations

- Supporting seminars, research work in regard to environment.

DIVIDEND

Your Directors recommend a dividend of Rs. 1.80 per share i.e. @ 90% for the year under review. This, if approved, will absorb an amount of Rs. 62.33 crores (compared to Rs. 48.46 crores in the previous year), net of Dividend Distribution Tax, and will be paid to those Members whose names appear in the Register of Members as on the conclusion of the book closure on 2nd August, 2013.

In terms of the provisions of Section 205C of the Companies Act, 1956, your Company transferred an amount of Rs. 39,15,543 to the Investor Education and Protection Fund, in respect of final and interim dividend amounts lying unclaimed / unpaid for more than seven years from the date they became due i.e., for the year ended 31st March, 2005 and 31st March, 2006 respectively.

ACQUISITION OF SHERWIN WILLIAMS PAINTS INDIA PRIVATE LIMITED

Your Company acquired the architectural operations of Sherwin Williams Paints India Private Limited, through Brushworks Paints Limited, with effect from the close of business hours on 31st March, 2013. Beepee Coatings Private Limited, a 100% subsidiary of your Company, holds 99.90% of the paid up capital of Brushworks Paints Limited. Thus, Brushworks Paints Limited is a subsidiary of the Company. This transaction significantly increases the Company''s presence in key markets and builds on the Company''s strat- egy to grow its architectural paint business throughout India. It brings a high quality, committed team of employees to the Berger Paints family, a 24,000 MTPA paints plant at Taloja in Maharashtra and relevant brands. The integration process with the erstwhile architectural paints business of Sherwin Williams Paints India Private Limited was carried out at a fast pace and Mr. Jairaj Hegde, who was in charge of that company earlier, continues to be the CEO of Brushworks Paints Limited.

SUBSIDIARY AND JOINT VENTURES

Your Company has the following 4 wholly-owned subsidiaries :- (i) Beepee Coatings Private Limited ("Beepee Coatings") in Gujarat; (ii) Berger Jenson & Nicholson (Nepal) Private Limited ("BJN") in Nepal; (iii) Berger Paints (Cyprus) Limited ("Berger Cyprus") in Cyprus; (iv) Lusako Trading Limited ("Lusako Trading") in Cyprus.

The following companies are wholly-owned subsidiaries of the Company''s above named subsidiaries:- (i) Brushworks Paints Limited - wholly-owned subsidiary of Beepee Coatings; (ii) Bolix S.A., Poland - wholly-owned subsidiary of Lusako Trading; (iii) Berger Paints Overseas Limited ("BPOL"), Russia - wholly-owned subsidiary of Berger Cyprus. Build Trade sp z.o.o., Poland and Bolix Ukraine Limited Liability, Ukraine are two subsidiaries of Bolix S.A.

The statement relating to the above companies as specified in Sub-section (3) of Section 212 of the Companies Act, 1956 is attached to the Report and Accounts of the Company.

The Ministry of Corporate Affairs vide General Circular No. 2/2011, dated 8th February, 2011 has granted general exemption to companies from seeking approval of Central Government under Section 212 of the Companies Act, 1956 from annexing to this Report, the Annual Reports of the subsidiaries subject to compliance of certain conditions specified therein. Hence, the Annual Reports of the subsidiary companies have not been annexed herewith. The Consolidated Financial Statement includes the results of these subsidiary companies duly audited by their respective statutory auditors. Annual Accounts of the subsidiary companies and related detailed other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Head Office of the Company by any investor during working hours.

Results of BJN-Nepal, a wholly-owned subsidiary of the Company, were encouraging and the Company, with two factories and a distribution network, continues to flourish. During the year under review, BJN-Nepal achieved a turnover of Rs. 66.15 crores and net profit of Rs. 9.45 crores.

There was improvement in margin for Bolix S.A. though the sales remained somewhat flat. This was a conscious step to shore up profitability once the market share was strengthened in the previous year. The net profit posted by Bolix S.A. during the year was Rs. 3.85 crores.

The performance of Beepee Coatings, a wholly owned subsidiary with its entire manufacturing facilities dedicated to processing the Company''s products, was satisfactory. The new emulsion plant has stabilised. The company posted a net profit of Rs. 0.26 crores.

Berger Cyprus is a special purpose vehicle for the purpose of making investments in your Company''s interests abroad. So is Lusako Trading. These companies are not affected by recent banking related problems in Cyprus.

The actions to correct the performance of Berger Paints Overseas Limited ( BPOL) in Russia have commenced and this Company (i.e., Berger Paints India Limited) is now exporting paints to BPOL for sale in Russia.

Berger Becker Coatings Private Limited, the Company''s joint venture with Becker Industrifarg, Sweden, posted a net profit of Rs. 8.03 crores (in consolidated accounts, 48.98% of the same is considered).

BNB Coatings India Limited (BNB), the Company''s joint venture with Nippon Bee Chemicals Co. Ltd. of Japan (NBC) for manufacture of coatings for plastic substrates performed well and posted a net profit of Rs. 1.31 crores during the year (in consolidated accounts, 49% of the same is considered).

INCREASE OF PUBLIC SHAREHOLDING

Pursuant to the directives of the Securities and Exchange Board of India (SEBI), members of the promoter group of your Company sold an aggregate of 18,72,222 shares through the Offer For Sale (OFS) method prescribed by SEBI. As a result of this sale of shares by promoters, public shareholding of the Company has come up to 25%.

CONSOLIDATED FINANCIAL STATEMENTS

The duly audited Consolidated Financial Statements as required under the Accounting Standards 21 and 27 and provisions of Clause 32 of the Listing Agreements has 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 2012-13.

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 provisions of Clause 49 of the Listing Agreements (Annexures I & II).

During the year under review, your Company has voluntarily carried out a Secretarial Audit. The Secretarial Audit Report forms a part of the Annual Report.

Also, the Company has voluntarily adopted the Secretarial Standards 1 to 8 and 10 published by the Institute of Company Secretaries of India, as far as may be practicable, in the best interest of the Company, its members and the stakeholders. The Company has also carried out a voluntary audit of the adoption of the Secretarial Standards and such audit report forms a part of the Annual Report.

TECHNICAL LICENSE AGREEMENT

Your Company has a Technical License Agreement with DuPont Performance Coatings in the area of Automotive Coatings. Products manufactured with the know-how of the collaborators have been well received by the concerned customers.

FOREIGN EXCHANGE

Your Company earned foreign exchange of Rs. 4.24 crores from export of goods and consultancy fees/royalty. Details of Foreign Exchange outgo and earnings appear in note 36 and 39 of the Accounts for the year under review.

FIXED DEPOSIT

There is no outstanding public deposit in the Company as on 31st March, 2013, except those lying unclaimed. The Company had earlier discontinued acceptance of fresh deposits and renewal of deposits.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956 ("the Act")

A. Conservation of Energy & Technology Absorption

Information pursuant to Section 217(1)(e) of the Act, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the financial year ended 31st March, 2013 are given in Annexure III to the Report.

B. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Act and the Companies (Particulars of Employees) Rules, 1975, particulars of a certain category of employees have been set out in Annexure IV of this report.

C. Directors'' Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2013 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 in preparation of the Annual Accounts:

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.

DIRECTORS

Mr. Abhijit Roy was appointed as the Managing Director of the Company for a period of 5 years with effect from 1st July, 2012 at the last Annual General Meeting, as approved by the Members at the Annual General Meeting held on 2nd August, 2012.

The term of appointment of Mr. Subir Bose ("Mr. Bose") as Managing Director expired on 30th June, 2012. Thereafter, he was appointed Director of the Company.

Pursuant to Article 112 of the Articles of Association of the Company, Mr. Kamal Ranjan Das and Mr. Pulak Chandan Prasad retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Kamal Ranjan Das is a science graduate with honours. He joined the Company in 1975 and then after 20 years of service, retired in 1994 as Executive Director. He is a management consultant. Mr. Das holds 33,312 equity shares of the Company. He has a long standing experience in the paint industry. He is on the Board of various other companies.

Mr. Pulak Chandan Prasad has been the Director of the Company since 2009. Mr. Prasad is a B.Tech from IIT and an IIM Ahmedabad alumnus. He is Director of Nalanda Capital Pte Ltd. (Singapore), Bharti Airtel and some other companies.

RELATED PARTY TRANSACTION

A statement of related party transactions pursuant to Accounting Standard 18 forms a part of this Annual Report.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges. The addresses of these Stock Exchanges and other information for shareholders are given in this Annual Report.

COST AUDITORS

The Board of Directors have re-appointed M/s N. Radhakrishnan & Co., 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting cost audit at Howrah, Rishra and Goa factories of the Company and M/s Shome & Banerjee & Co., 2nd Floor, 5A Narulla Doctor Lane, West Range, Kolkata - 700017, for conducting cost audit at its Jammu factory and for the factories of its British Paints Division having their factories at Jammu, Surajpur and Sikandrabad under Section 233B of the Companies Act, 1956, subject to the approval of the Central Government for the year 2013-14. For the Puducherry factory of the Company, the Board of Directors had earlier appointed Mr. Gopalakrishnan, 12 Third Street, Jeyanagar, Reddiar Palayam, Puducherry - 605010 but due to his bad health, he had expressed his incapability to perform the audit, and accordingly, the Board has appointed M/s N. Radhakrishnan & Co. for conducting cost audit for its Puducherry factory for the years 2012-13 and 2013-14. The due date for filing Cost Auditors'' report for the year 2011-12 was 30th September, 2012 which was extended upto 28th February, 2013 by the Ministry of Corporate Affairs(MCA). The said reports for the year 2011-12 were filed on 12th March, 2013.

The Cost Auditors'' Reports for the year 2012-13 will be filed as per applicable rules.

STATUTORY AUDITORS

The Statutory Auditors, Messrs Lovelock & Lewes, retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 224 (1B) of the Act, offer themselves for re-appointment.

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

Kolkata Kuldip Singh Dhingra

Dated: 30th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS & APPROPRIATIONS

(Rs in million)

Particulars BPIL Consolidated 2011-12 2010-11 2011-12 2010-11

Profit before Depreciation, Finance Cost, 3,082 2,533 3,340 2,805 Exceptional Items and Tax

Less:

Depreciation 376 300 472 401

Finance Cost 224 122 323 243

Exceptional Items - - - -

Profit Before Tax 2,482 2,111 2,545 2,161

Less:

Provision for Taxation 708 628 744 660

Profit After Taxation 1,774 1,483 1,801 1,501

Add:

Profit brought forward from the previous 2,916 2,104 2,886 2,056 year

Available for appropriation 4,690 3,587 4,687 3,557

Appropriations:

Transfer to General Reserve 177 148 177 148

Dividend

-Interim - 173 - 173

-Final (Proposed) 485 277 485 277

Tax on dividend 78 73 78 73

Balance carried to Balance Sheet 3,950 2,916 3,947 2,886

4,690 3,587 4,687 3,557

FINANCIAL PERFORMANCE

During the financial year ended 31st March, 2012, the Company achieved net consolidated revenue from operations of Rs 29,477 million as against Rs 23,407 million in the previous year registering a growth of 26%. The profit before depreciation, interest and exceptional items was Rs 3,340 million as against Rs 2,805 million in the previous year, recording an improvement of 19%. The profit before tax was Rs 2,545 million (2010 - 11 : Rs 2,161 million) and the profit after tax was Rs 1,801 million (2010 - 11 : Rs 1,501 million), representing increases of 18% and 20% respectively.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the work force and their families as well as that of local communities and society at large.

As part of the above, the following are few of the activities carried out during the year:

a) Donation of medical equipment and installation of shallow pumps in villages and water coolers at various locations in the vicinity of its factories;

b) Partnering with India United to End Polio Now Campaign undertaken by Aidmatrix Foundation;

c) Partnering with SOS India for sponsorship of destitute children;

d) Donations to charitable institutions and social welfare organizations like Ramakrishna Mission, Missionaries of Charity, Tomorrow's Foundation and others working for the cause of the upliftment of the poor and the downtrodden;

e) Donation of books and reading materials for the students of pre-primary and primary school students in underdeveloped and tribal areas;

f) Clearing garbage dumps and development of green areas in the vicinity of the factories;

g) Spreading awareness for creating a greener tomorrow through celebration of Environment Day, plantation and distribution of saplings, awareness programmes, etc.

DIVIDEND

Your Directors recommend a dividend of Rs 1.40 per share i.e. @ 70% for the year under review. This, if approved, will absorb an amount of Rs 485 million (compared to Rs 450 million in the previous year), net of Dividend Distribution Tax, and will be paid to those members whose names appear in the Register of Members as on the conclusion of the book closure date on 2nd August, 2012.

In terms of the provisions of Section 205C of the Companies Act, 1956, your Company transferred an amount of Rs 89,000 to the Investor Education and Protection Fund, in respect of dividend amounts lying unclaimed / unpaid for more than seven years from the date they became due i.e., for the year ended 31st March, 2005.

SUBSIDIARY AND JOINT VENTURES

The Statement of the holding Company's interest in the Subsidiary Companies namely Beepee Coatings Private Limited ("Beepee Coatings"), Berger Jenson & Nicholson (Nepal) Private Limited ("BJN - Nepal"), Berger Paints (Cyprus) Limited ("Berger Cyprus"), Cyprus, subsidiary of its subsidiary company Berger Cyprus - namely, Berger Paints Overseas Limited ("BPOL"), Russia, Lusako Trading Limited (Lusako), Cyprus, and subsidiary of its subsidiary company Lusako - namely Bolix S.A., Poland and Build - Trade sp.z.o.o., Poland and Bolix Ukraine Limited Liability, subsidiaries of Bolix S.A., as specified in Sub-section (3)of Section 212 of the Companies Act, 1956 ('the Act') is attached to the Report and Accounts of the Company.

The Ministry of Company Affairs vide General circular No. 2/2011, dated: 8th February, 2011 has granted general exemption to companies from seeking approval of Central Government under Section 212 of the Companies Act, 1956 from annexing to this Report, the Annual Reports of the subsidiaries subject to compliance of certain conditions specified therein. Hence, the Annual Reports of the subsidiary companies have not been annexed herewith. The Consolidated Financial Statement includes the results of these subsidiary companies duly audited by their respective statutory auditors. Annual Accounts of the subsidiary Companies and related detailed other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Head Office of the Company by any investor during working hours.

Results of BJN-Nepal, a wholly owned subsidiary of the Company, continued to show improvement. During the year under review, BJN-Nepal achieved a turnover of Rs 636 million and Profit Before Tax of Rs 106 million.

Even though Bolix increased market share and grew sales by 18%, margins came under pressure because of steep increases in raw material prices and adverse foreign exchange fluctuations on imported raw material prices, resulting in a loss of Rs 14 million. However, cash profit for the year amounted to Rs 51 million. The selling prices have been subsequently taken up and the first quarter of calendar year 2012 shows an improvement in margins and profitability. It may be noted that since the Company acquired Bolix in August 2008, Bolix has paid back high interest long term debts of Rs 524 million. Bolix is now helping the Company to develop External Insulation Finishing Systems for India as well as the full range of mineral and acrylic plasters. During the year, Bolix Ukraine Limited Liability was incorporated as a subsidiary of Bolix to further its business in Ukraine at an appropriate time.

The performance of Beepee Coatings, a wholly owned subsidiary with its entire manufacturing facilities dedicated to processing the Company's products, was satisfactory. The processing income amounted to Rs 122 million and the Loss Before Tax was Rs 4 million. However, cash losses for the year was nil. Beepee Coatings successfully commissioned the new emulsion (raw materials for water-based paints) manufacturing facility with a capacity of 20,000 tonnes per annum and processed 5,893 tonnes of emulsion during the year.

Berger Cyprus is a special purpose vehicle for the purpose of making investments in your Company's interests abroad. So is Lusako.

The Company has taken several long term strategies to shore up the nascent operations of Berger Paints Overseas Limited in Russia. This includes export of different categories of paints from India and restructuring of sales. As of now, the operation size is small and the cash losses were Rs 12 million. The new strategies are expected to yield positive results.

Berger Becker Coatings Private Limited, the Company's joint venture with Becker Industrifarg, Sweden, posted a Profit Before Tax of Rs 58 million (in consolidated accounts, 48.98% of the same is considered).

BNB Coatings India Limited (BNB), the Company's joint venture with Nippon Bee Chemicals Co. Ltd. of Japan (NBC) for manufacture of coatings for plastic substrates of automobiles continued to do well and posted a net profit of Rs 13 million during the year (in consolidated accounts, 49% of the same is considered).

CONSOLIDATED FINANCIAL STATEMENTS

The duly audited Consolidated Financial Statements as required under the Accounting Standards 21 and 27 and provisions of Clause 32 of the Listing Agreement has 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 2011-12.

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 provisions of Clause 49 of the Listing Agreement (Annexures I & II).

During the year under review, your Company has voluntarily carried out a Secretarial Audit. The Secretarial Audit Report forms a part of the Annual Report.

Also, the Company has voluntarily adopted the Secretarial Standards 1 to 8 and 10 published by the Institute of Company Secretaries of India, as far as may be practicable, in the best interest of the Company, its members and the stakeholders. The Company has also carried out a voluntary audit of the adoption of the Secretarial Standards and such audit report forms a part of the Annual Report.

TECHNICAL LICENSE AGREEMENT

Your Company has a Technical License Agreement with DuPont Performance Coatings in the area of Automotive Coatings. Products manufactured with the know-how of the collaborators have been well received by the concerned customers.

FOREIGN EXCHANGE

Your Company earned foreign exchange of Rs 3 million from export of goods and consultancy fees/royalty. Details of Foreign Exchange outgo and earnings appear in note 36 and 39 of the Accounts for the year under review.

FIXED DEPOSIT

There is no outstanding public deposit in the Company as on 31st March, 2012, except those lying unclaimed. The Company had earlier discontinued acceptance of fresh deposits and renewal of deposits. Deposits amounting to Rs 0.048 million which had matured for repayments are lying unclaimed, for which your Company has sent out reminders. During the year, an amount of Rs 89,000 has been transferred to the Investor Education and Protection Fund.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956 ("the Act")

A. Conservation of Energy & Technology Absorption

Information pursuant to Section 217(1)(e) of the Act, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the financial year ended 31st March, 2012 are given in Annexure III to the Report.

B. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Act and the Companies (Particulars of Employees) Rules, 1975, particulars of a certain category of employees have been set out in annexure IV of this report.

C. Directors' Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2012 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 in preparation of the Annual Accounts:

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.

DIRECTORS

The term of appointment of Mr. Subir Bose ("Mr. Bose") as Managing Director expires on 30th June, 2012, when Mr. Bose will also lay down office as Director. Mr. Bose was first appointed Managing Director of the Company in the year 1994 when the Company's turnover was Rs 1,794 million. In the current year, as Mr. Bose passes the baton to the new generation, the Company's turnover is Rs 26,621 million. Berger is now a household name, the second largest paint producer in India and an even more respected brand in all sense of the term. The Board wishes to place on record its deep appreciation of the able guidance and leadership of Mr. Bose for almost two decades and wishes him an equally fruitful retired life. Mr. Bose has kindly agreed to be associated with the Company and accordingly has been appointed an Additional Director effective 1st July, 2012. Mr. Bose will hold office till the date of the next Annual General Meeting. A notice has been received from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Bose for the office of a Director. Mr. Bose has done his B.Tech from IIT, Kanpur and Post Graduate Diploma in Business Management from IIM, Ahmedabad. He started his career with Larsen and Toubro Limited and held various positions in Asian Paints Limited and Abucon Nigeria Limited before joining the Company in the year 1984. The notice for the forthcoming Annual General Meeting includes an ordinary resolution for appointment of Mr. Bose as a Director of your Company.

As announced earlier, at its meeting held on 30th May, 2012, the Board of Directors appointed Mr. Abhijit Roy ("Mr. Roy") as Managing Director of the Company for a period of 5 years with effect from 1st July, 2012. A separate resolution for appointment of and payment of remuneration to Mr. Roy has been put up in the Notice of the Annual General Meeting as a part of the special business for your approval. Mr. Roy is a Bachelor of Engineering (Mechanical) from Jadavpur University, Kolkata and holds Post Graduate Diploma in Business Management from Indian Institute of Management, Bangalore. Mr. Roy is currently the Director and Chief Operating Officer of the Company. Mr. Roy joined the Company in 1996 and has worked with the Company for 17 years. Prior to his appointment as Director, Mr. Roy was heading the Marketing function of the Company as Senior Vice President, Sales and Marketing. Mr. Roy has long and rich experience in the paint industry.

During the year, Mr. Naresh Gujral resigned as a Director of the Company effective from 25th August, 2011 on personal grounds. The Board wishes to place on record its deep appreciation for the valuable contribution made by Mr. Gujral during his tenure as a Director.

Pursuant to Article 112 of the Articles of Association of the Company, Mr. Gurbachan Singh Dhingra, Mr. Gurcharan Das and Mr. Anil Bhalla retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Gurbachan Singh Dhingra is a graduate and an industrialist. He is a promoter of the Company and holds the position of Vice-Chairman of the Board of Directors. He has a long standing experience of over 4 decades in the paints and related industries and particularly, its technical aspects. He is on the Board of various other companies. Mr. Dhingra holds 864,960 equity shares of the Company.

Mr. Gurcharan Das is a Harvard graduate and was the CEO of Proctor & Gamble, India and the Managing Director of Proctor & Gamble, Worldwide. He is also a reputed author and management consultant and advises companies on various matters including sales & marketing and global strategies. Mr. Das is a well known figure in India and is also on the Board of various companies.

Mr. Anil Bhalla is a fellow member of the Institute of Chartered Accountants of India. He is the Senior Partner of J.C.Bhalla & Co. and also holds the position of a Director in many other companies. Mr. Bhalla holds 55,200 equity shares of the Company.

At the meeting of the Board of Directors held on 2nd August, 2011, the Board made changes in the remuneration of Mrs. Rishma Kaur, wholetime employee of the Company and Alternate Director to Mr. Kuldip Singh Dhingra, Chairman and Mr. Kanwardip Singh Dhingra, wholetime employee of the Company and Alternate Director to Mr. Gurbachan Singh Dhingra, Vice Chairman, subject to approval of the members at the next General Meeting. Accordingly, approval of the members has been sought for payment of revised remuneration to Mrs. Rishma Kaur and Mr. Kanwardip Singh Dhingra in the notice for the forthcoming Annual General Meeting.

RELATED PARTY TRANSACTION

A Statement of related party transactions pursuant to Accounting Standard 18 forms a part of this Annual Report.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges. The addresses of these Stock Exchanges and other information for shareholders are given in this Annual Report.

COST AUDITORS

The Board of Directors have re-appointed M/s N. Radhakrishnan & Co., 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting cost audit at Howrah, Rishra and Goa factories of the Company, Mr. Gopalakrishnan, 12 Third Street, Jeyanagar, Reddiar Palayam, Puducherry - 605010, for conducting cost audit at its Puducherry factory and M/s Shome & Banerjee & Co., 2nd Floor, 5A Narulla Doctor Lane, West Range, Kolkata - 700017, for conducting cost audit at its Jammu factory and for the factories of British Paints Division having their factories at Jammu, Surajpur and Sikandrabad under Section 233B of the Companies Act, 1956, subject to the approval of the Central Government for the year 2012-13. The due date for filing Cost Auditors' report for the year 2010-11 was 30th September, 2011. The said reports for the year 2010-11 were filed with Ministry of Corporate Affairs as per following details:-

For the Company's factories at Jammu, Goa, Howrah, Rishra and Puducherry - 27th September, 2011.

For the Company's British Paints Division factories at Jammu, Sikandrabad and Surajpur - 30th September, 2011.

The Cost Auditors' Reports for the year 2011-12 will be filed as per applicable rules.

STATUTORY AUDITORS

The Statutory Auditors, Messrs Lovelock & Lewes, retire at the conclusion of the ensuing Annual General Meeting and being eligble under Section 224(1B) of the Act, offer themselves for re-appointment.

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 Kolkata Kuldip Singh Dhingra

Dated: 30th May, 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2011.

FINANCIAL RESULTS & APPROPRIATIONS

(Rs in million)

Particulars BPIL Consolidated

2010-11 2009-10 2010-11 2009-10

Profit before Depreciation, Interest, Exceptional 2,533 2,006 2,800 2,250

Items and Tax

Less:

Depreciation 300 264 401 358

Interest 122 48 238 172

Exceptional Items - - - -

Profit Before Tax 2,111 1,694 2,161 1,720

Less:

Provision for Taxation 628 493 660 516

Profit After Taxation 1,483 1,201 1,501 1,204

Add:

Profit brought forward from

the previous year 2,104 1,467 2,057 1,417

Available for appropriation 3,587 2,668 3,558 2,621

Appropriations:

Transfer to General Reserve 148 120 148 120

Dividend

- Interim 173 - 173 -

- Final (Proposed) 277 381 277 381

Tax on dividend 74 63 74 63

Balance carried to Balance Sheet 2,915 2,104 2,886 2,057

3,587 2,668 3,558 2,621

FINANCIAL PERFORMANCE

During the financial year ended 31st March, 2011, the Company achieved net consolidated sales of Rs 23,281 million as against Rs 18,913 million in the previous year registering a growth of 23%. The profit before depreciation, interest and exceptional items was Rs 2,800 million as against Rs 2,250 million in the previous year, recording an improvement of 24%. The profit before tax was Rs 2,161 million (2009 - 10 : Rs 1,720 million) and the profit after tax was Rs 1,501 million (2009 - 10 : Rs 1,204 million), representing increases of 26% and 25% respectively.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as that of local communities and society at large.

As a part of the commitment, the Company has already drawn up an approach towards fulfillment of corporate social responsibility for the benefit of the society. Different programmes have been implemented across various regions which include celebration of Environment Day, plantation and awareness activities, donations to charitable institutions and social welfare organizations and forging tie-ups with major NGOs/organizations and working on a partnership basis in the areas of health, education and promoting sporting activities. The Company has recently sponsored free education for children at SOS Children’s Villages of India and eradication of polio through Pulse Polio Immunisation Programme.

DIVIDEND

The Company paid an interim dividend of Rs 0.50 per share i.e. @ 25% for the year under review on 31st March, 2011.

Your Directors recommend a final dividend of Rs 0.80 per share i.e. @ 40% for the year under review. Together with the interim dividend, this would mean a total dividend of Rs 1.30 per share i.e. 65% for the financial year 2010 -11. This, if approved, will absorb an amount of Rs 450 million (compared to Rs 381 million paid in the previous year) net of Dividend Distribution Tax, and will be paid to those members whose names appear in the Register of Members as on the conclusion of book closure date on 2nd August, 2011.

In terms of the provisions of Section 205C of the Companies Act, 1956, your Company transferred an amount of Rs 125,000 to the Investor Education and Protection Fund, in respect of dividend amounts lying unclaimed / unpaid for more than seven years from the date they became due i.e., for the year ended 31st March, 2004.

SUBSIDIARY AND JOINT VENTURES

The Statement of the holding Company’s interest in the Subsidiary companies namely Beepee Coatings Pvt. Limited ("Beepee Coatings"), Berger Jenson & Nicholson (Nepal) Private Limited ("BJN - Nepal"), Berger Paints (Cyprus) Limited ("Berger Cyprus"), Cyprus, subsidiary of its subsidiary company Berger Cyprus - namely, Berger Paints Overseas Limited ("BPOL"), Russia, Lusako Trading Limited (Lusako), Cyprus, and subsidiary of its subsidiary company Lusako - namely Bolix S.A., Poland and Build - Trade sp. z.o.o., Poland, a subsidiary of Bolix S.A., as specified in Sub-section (3) of Section 212 of the Companies Act, 1956 (‘the Act’) is attached to the Report and Accounts of the Company.

The Ministry of Company Affairs vide General Circular No. 2/2011, dated 8th February, 2011 has granted general exemption to companies from seeking approval of Central Government under Section 212 of the Companies Act, 1956 from annexing to this Report the Annual Reports of the subsidiaries subject to compliance of certain conditions specified therein. Hence, the Annual Reports of the subsidiary companies have not been annexed herewith. The Consolidated Financial Statement includes the results of these subsidiary companies, duly audited by their respective statutory auditors. Annual Accounts of the subsidiary companies and related detailed other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Head Office of the Company by any investor during working hours.

There were severe winter conditions in the first quarter of 2010 in Poland. The performance of Bolix for financial year 2010 showed marginal improvement over 2009 against this backdrop. The building construction industry continued to be sluggish in financial year 2010 though there are signs that the demand for External Insulation Finishing Systems (EIFS) products is improving gradually in the first quarter of 2011. Bolix has launched its new premium HD (Heavy Duty) range of EIFS products in the first quarter of financial year 2011 as well as exciting retrofitting renovation and repair solutions which have been received well in the market and will help to reinforce Bolix’s technology player platform. On 20th October, 2010, Build - Trade sp. z.o.o. (BT) was incorporated as a wholly owned subsidiary of Bolix S.A. for the purpose of trading in certain third party products relating to EIFS. Consequently, BT has become a wholly owned subsidiary of your Company. BT did not carry out any business in the financial year ended on 31st December, 2010.

Results of BJN-Nepal, a wholly owned subsidiary of the Company, showed substantial improvement. During the year under review, BJN-Nepal achieved a turnover of Rs 450.6 million and Profit Before Tax of Rs 74.6 million.

Beepee Coatings Private Limited, a wholly owned subsidiary of the Company, with its entire manufacturing facilities dedicated to processing the Company’s products, achieved an increase in the processing income from Rs 101.6 million to Rs 110 million. The erection of the emulsion plant under the aegis of Beepee Coatings has been completed and will start operations in the current year.

Berger Paints (Cyprus) Limited, Cyprus, is a special purpose vehicle for the purpose of making investments in your Company’s interests abroad and so is Lusako Trading Limited.

Berger Paints Overseas Limited in Russia, in spite of improvement in sales by 47.10%, posted a loss of Rs 13.5 million during the year on account of sustained pressures on margins arising out of increases in material cost.

Berger Becker Coatings Limited, the Company’s joint venture with Becker Industrifarg, Sweden is a preferred supplier in the coil coatings market and during the year under review, it posted a profit before tax of Rs 57.7 million.

BNB Coatings Limited, the Company’s joint venture with Nippon Bee Chemicals Company Limited, Japan substantially improved its business with a 46% increase in revenue and posted a net profit of Rs 12 million in its third year of operations.

Pursuant to an agreement with Punjab National Bank and Pnb Principal Insurance Broking Private Limited on 23rd June, 2010, the Company sold its entire holding of 125,000 equity shares of Rs 100 each, in Pnb Principal Insurance Broking Private Limited, originally purchased at face value, at a consideration of Rs 50,138,750 on 12th January, 2011.

CONSOLIDATED FINANCIAL STATEMENTS

The duly audited Consolidated Financial Statement as required under the Accounting Standards 21 and 27 and provisions of Clause 32 of the Listing Agreement has 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 2010-11.

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 provisions of Clause 49 of the Listing Agreement (Annexures I & II).

During the year under review, your Company has voluntarily carried out a Secretarial Audit. The Secretarial Audit Report forms a part of the Annual Report.

Also, the Company has voluntarily adopted the Secretarial Standards 1 to 8 and 10 published by the Institute of Company Secretaries of India, as far as may be practicable, in the best interest of the Company, its members and the stakeholders. The Company has also carried out a voluntary audit of adoption of the Secretarial Standards and such audit report forms a part of the Annual Report.

TECHNICAL LICENSE AGREEMENT

Your Company has a Technical License Agreement with DuPont Performance Coatings in the area of Automotive Coatings. Products manufactured with the know-how of the collaborator have been well received by the concerned customers.

FOREIGN EXCHANGE

Your Company earned foreign exchange of Rs 8.98 million from export of paints and consultancy fees/royalty. Details of Foreign Exchange outgo and earnings appear in items (v) to (viii) of Schedule 21 of the Accounts for the year under review.

FIXED DEPOSIT

There is no outstanding public deposit in the Company as on 31st March, 2011, except those lying unclaimed. The Company had earlier discontinued acceptance of fresh deposits and renewal of deposits. Deposits amounting to Rs 0.137 million which had matured for repayments are lying unclaimed, for which your Company has sent out reminders. Out of the aforesaid unclaimed deposit, an amount of Rs 125,000 has been transferred to the Investor Education and Protection Fund.

INFORMATION PURSUANT TO SECTION 217 OF THE ACT

A. Conservation Of Energy & Technology Absorption

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the financial year ended 31st March, 2011 are given in Annexure III to the Report.

B. Particulars Of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, particulars of a certain category of employees have been set out in Annexure IV of this report.

C. Directors’ Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2011 are in full conformity with the requirements of the Companies Act, 1956. 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 in preparation of the Annual Accounts:

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.

DIRECTORS

At a meeting of the Board of Directors held on 11th February, 2011, Mr. Abhijit Roy ("Mr. Roy") and Mr. Srijit Dasgupta ("Mr. Dasgupta") were appointed Additional Directors in whole time employment and were designated Director and Chief Operating Officer and Director and Chief Financial Officer respectively. The aforesaid appointments have been made subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Mr. Roy is a Bachelor of Engineering (Mechanical) from Jadavpur University, Kolkata and holds Post Graduate Diploma in Management from Indian Institute of Management, Bangalore. Mr. Roy has over 19 years of experience in paint industry. Prior to his elevation as Director, he was heading the Marketing function of the Company as Senior Vice President, Sales and Marketing. Mr. Roy will succeed Mr. Subir Bose as the Managing Director of the Company, upon Mr. Bose’s retirement on 30th June, 2012.

Mr. Dasgupta is a B.Sc. (Chemistry Hons.) from Calcutta University, an associate member of the Institute of Cost & Works Accountants of India and has passed the final examination conducted by the Institute of Company Secretaries of India. Mr. Dasgupta has over 27 years of work experience in all the areas of Finance and Accounts. Prior to his elevation as Director, he was heading the Finance function of the Company as Senior Vice President, Finance and Accounts.

It is believed that the knowledge, experience and expertise of Messrs Roy and Dasgupta would greatly benefit the Board.

Both Mr. Roy and Mr. Dasgupta hold office till the forthcoming Annual General Meeting. Notices have been received from members under Section 257 of the Companies Act, 1956 signifying their intentions to propose the candidatures of Mr. Roy and Mr. Dasgupta for the office of Director. The notice for the forthcoming Annual General Meeting includes ordinary resolutions for appointment of Mr. Roy and Mr. Dasgupta as Directors of your Company.

At a meeting of the Board of Directors of the Company held on 14th April, 2011, Mrs. Rishma Kaur ("Mrs. Kaur"), National Business Development Manager and wholetime employee of the Company, was appointed Alternate Director to Mr. Kuldip Singh Dhingra, Chairman of the Board of Directors of the Company, for a period of five years. Mrs. Kaur is the daughter of Mr. Kuldip Singh Dhingra.

Mrs. Kaur holds a Degree in Bachelor of Science (Hons.) in Business Studies from University of Buckingham, United Kingdom. Mrs. Kaur has also studied German Language in an Exchange Programme from the University of Augsberg, Bavaria, Germany. Mrs. Kaur has vast experience and was associated with Cementone Beaver Limited, Buckingham, UK, S C Johnson, Birmingham, UK, Deutsche Bank, New Delhi, U K Paints (India) Private Limited, New Delhi, CAPEXIL (Chemical & Allied Products Export Promotion Council), India and Malibu Estates Private Limited.

At the meeting of the Board of Directors of the Company held on 14th April, 2011, Mr. Kanwardip Singh Dhingra ("Mr. Dhingra"), Manager - Project Engineering and wholetime employee of the Company, was appointed Alternate Director to Mr. Gurbachan Singh Dhingra, Vice Chairman of the Board of Directors of the Company, for a period of five years. Mr. Dhingra is the son of Mr. Gurbachan Singh Dhingra.

Mr. Dhingra holds a Bachelors Degree in Chemical Engineering from the University of Akron, Ohio, USA with specialization in Polymer Engineering and Minor in Chemistry. He has working experience in Process Engineering with Rohm and Haas Company, Texas, USA and has also worked with Sherwin - Williams Company, Ohio, USA.

As mentioned earlier, your Company provides great importance to Human Resource Development issues and believes that succession planning is a vital ingredient of successful operations in a going concern. Appointments of Mr. Abhijit Roy, Mr. Srijit Dasgupta, Mrs. Rishma Kaur and Mr. Kanwardip Singh Dhingra are parts of the Company’s continuous efforts to ensure succession and continuity.

Pursuant to Article 112 of the Articles of Association of the Company, Mr. Kuldip Singh Dhingra, Mr. Gerald Kenneth Adams and Mr. Naresh Gujral retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Kuldip Singh Dhingra is an industrialist and promoter of the Company. He has over 40 years of experience in paint and related industries. Mr. Dhingra is a science graduate from Hindu College, University of Delhi and a recipient of Distinguished Alumni Award for Excellence in Business and Industry.

Mr. Gerald Kenneth Adams has done his MBA from the Harvard Business School and thereafter was awarded a Bachelors Degree in Arts, Magna Cum Laude, Phi Beta Kappa by the University of Washington. Mr. Adams was the Managing Director of Orica Consumer Products (Dulux Paints) and held senior positions in Box USA, Amcor Limited and the Boston Consulting Group.

Mr. Naresh Gujral is a fellow member of the Institute of Chartered Accountants of India and is the founder of Span India Group, which is one of the leading exporters of high-end fashion garments to Europe from India. He is an eminent industrialist.

RELATED PARTY TRANSACTIONS

A Statement of related party transactions pursuant to Accounting Standard 18 forms a part of this Annual Report.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Association Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid listing fees to each of the Exchanges. The addresses of these Stock Exchanges and other information for Shareholders are given in this Annual Report.

COST AUDITORS

The Board of Directors have re-appointed M/s N. Radhakrishnan & Co., Kolkata, Mr. Gopalakrishnan, Puducherry and M/s Shome & Banerjee & Co., Kolkata, as the Cost Auditors of the Company under Section 233B of the Companies Act, 1956, for its various factories across the country, subject to the approval of the Central Government for the year 2011-12. The Cost Auditors’ Reports will be forwarded to the Central Government as required under law.

AUDITORS

The Auditors, Messrs Lovelock & Lewes, retire at the conclusion of the ensuing Annual General Meeting and, being eligible under Section 224(1B) of the Companies Act, 1956, offer themselves for re-appointment.

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

Gurbachan Singh Dhingra - Vice Chairman

Subir Bose - Managing Director

Anil Bhalla - Director & Chairman,

Audit Committee

Kolkata

Dated : 30th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS & APPROPRIATIONS

(Rs. in million) Particulars BPIL Consolidated 2009-10 2008-09 2009-10 2008-09 Profit before Depreciation, Interest,1,989 1,501 2,230 1,562 Exceptional Items and Tax Less : Depreciation 264 204 358 251 Interest 31 124 152 186 Exceptional Items - - - - Profit Before Tax 1,694 1,173 1,720 1,125 Less : Provision for Taxation 493 286 516 297 Profit After Taxation 1,201 887 1,204 828 Add: Profit brought forward from the previous year 1,467 892 1,417 902 Available for appropriation 2,668 1,779 2,621 1,730 Appropriations : Transfer to General Reserve 120 89 120 89 Dividend (Proposed) 381 191 381 191 Tax on dividend 63 32 63 32 Balance carried to Balance Sheet 2,104 1,467 2,057 1,418 2,668 1,779 2,621 1,730

FINANCIAL PERFORMANCE

During the financial year ended 31st March, 2010, the Company achieved net sales of Rs. 16,842 million as against Rs. 15,083 million in the previous year registering a growth of 12%. The profit before depreciation, interest, exceptional items and tax was Rs. 1,989 million as against Rs. 1,501 million in the previous year, recording an improvement of 33%. The profit before tax was Rs. 1,694 million (2008 - 09 : Rs. 1,173 million) and the profit after tax was Rs. 1,201 million (2008 — 09 : Rs. 887 million), representing growths of 44% and 35% respectively.

The consolidated sales achieved during the financial year ended 31st March, 2010 was Rs. 18,913 million as against Rs. 16,239 million in the previous year showing a growth of 16%. The consolidated net profit, at Rs. 1,204 million was higher than that of the previous year (Rs. 828 million) by 45%.

DIVIDEND

Your Directors recommend a dividend @ 55 % i.e. Rs. 1.10 per share for the year under review. This, if approved, will absorb an amount of Rs. 381 million and will be paid to those members whose names appear in the Register of Members as on 29th July, 2010. The dividend payment for the year will therefore be Rs. 381 million as compared to Rs. 191 million in the previous year.

In terms of the provisions of Section 205C of the Companies Act, 1956, your Company transferred an amount of Rs. 801,461 to the Investor Education and Protection Fund, in respect of dividend amounts lying unclaimed / unpaid for more than seven years from the date they became due i.e., for the year ended 31st March, 2002.

SUBSIDIARIES AND JOINT VENTURES

The statement of the holding companys interest in the subsidiary companies namely Beepee Coatings Private Limited ("Beepee Coatings"), Berger Jenson & Nicholson (Nepal) Private Limited ("BJN - Nepal"), Berger Paints (Cyprus) Limited ("Berger Cyprus"), Cyprus, subsidiary of its subsidiary company, Berger Cyprus — namely, Berger Paints Overseas Limited ("BPOL"), Russia, Lusako Trading Limited ("Lusako"), Cyprus, and subsidiary of its subsidiary company, Lusako -

namely Bolix S.A., Poland ("Bolix"), as specified in Sub-section (3) of Section 212 of the Companies Act, 1956 (the Act) is attached to the Report and Accounts of the Company.

The Company has made an application for obtaining exemption under Section 212 of the Act from the Ministry of Corporate Affairs from annexing to this Report the Annual Reports of the above subsidiaries for the year ended 31st March, 2010 and the approval is expected soon. The Consolidated Financial Statement includes the results of these subsidiary companies duly audited by their respective statutory auditors. Annual Accounts of the subsidiary companies and related detailed other information shall be made available to the members seeking such information and shall also be kept open for inspection at the Head Office of the Company by any investor during working hours.

There was some slow down in business in Poland, albeit at a lower scale than most European countries, as a result of the global recession. Though this impacted the business of Bolix, one of the technology leaders in External Insulation Finishing Systems, it continued to perform well and posted a sales of Rs. 1,326 million and a profit before tax of Rs. 51.88 million during the year under review.

Results of BJN-Nepal, showed substantial improvement. During the year under review, BjN-Nepal achieved a turnover of Rs. 305.12 million and Profit Before Tax of Rs. 42.35 million. Its second decorative paint plant at Hetuada Industrial Area, having a capacity of 18,000 KL/MT per annum commenced operations during the year.

The performance of Beepee Coatings, a wholly owned subsidiary with its entire manufacturing facilities dedicated to processing the Companys products, was satisfactory. The processing income amounted to Rs. 101.55 million and the Profit Before Tax was Rs. 1.5 million. Beepee Coatings is on the verge of commissioning an emulsion plant with a capacity of 20,000 tonnes per annum.

Berger Paints (Cyprus) Limited, Cyprus, is a special purpose vehicle for the purpose of making investments in your Companys interests abroad. So is Lusako Trading Limited.

Berger Paints Overseas Limited in Russia, which had just started manufacturing operations, was impacted by substantial downfall in demand as a result of the global meltdown and posted a loss of Rs. 15.34 million during the year.

The Companys joint venture, Berger Becker Coatings Private Limited has established itself firmly in its niche market. This is evident in the results during the year under review in which it has posted a Profit Before Tax of Rs. 16.07 million.

BNB Coatings India Limited (BNB), the Companys joint venture with Nippon Bee Chemicals Co. Ltd. of Japan (NBC) for manufacture of coatings for plastic substrates of automobiles substantially increased its business in the second year of operations and has posted profits in the last two months of the year under review. This trend is expected to continue. During the year, the Company invested an amount of Rs. 19.6 million towards subscription to 19,600 equity shares of BNB of a face value of Rs. 1,000 each. The Companys equity holding in BNB continues to be 49%.

The Companys joint venture in the form of Pnb Principal Advisory Company Private Limited continued its business of direct broking.

CONSOLIDATED FINANCIAL STATEMENT

The duly audited Consolidated Financial Statement as required under the Accounting Standards 21 and 27 and provisions of Clause 32 of the Listing Agreement has been prepared after considering the audited financial statements of your Companys subsidiaries and appear in the Annual Report of the Company for the year 2009-10.

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

provisions of Clause 49 of the Listing Agreement (Annexures I & II).

During the year under review, your Company has voluntarily carried out a Secretarial Audit. The Secretarial Audit Report forms a part of the Annual Report.

Also, the Company has voluntarily adopted the Secretarial Standards 1, 2, 3, 4, 5, 6, 7, 8 and 10 published by the Institute of Company Secretaries of India, as far as practicable, in the best interests of the Company, its members and other stakeholders. The Company has also carried out a voluntary audit of the adoption of the Secretarial Standards.

TECHNICAL C D LLABD RATI 0 N

Your Company collaborates with DuPont Performance Coatings in the area of Automotive Coatings. Products manufactured with the know-how of the collaborator has been well received by the concerned customers.

FOREIGN EXCHANGE

Your Company earned foreign exchange of Rs. 4.6 million from export of paints and consultancy fees/royalty. Details of foreign exchange outgo and earnings appear in items (v) to (viii) of Schedule 21 of the Accounts for the year under review.

FIXED DEPOSIT

There is no outstanding public deposit in the Company as on 31st March, 2010, except those lying unclaimed. The Company had earlier discontinued acceptance of fresh deposits and renewal of deposits. Deposits amounting to Rs. 0.302 million which had matured for repayment are lying unclaimed, for which your Company has sent out reminders. Out of the aforesaid unclaimed deposit, an amount of Rs. 57,000 has been transferred to the Investor Education and Protection Fund.

INFORMATION PURSUANT TO SECTION 217 OFTHE ACT

A. CONSERVATION OF ENERGY
Information pursuant to Section 217(l)(e) of the Act, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the financial year ended 31st March, 2010 are given in Annexure III to the Report.

B. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, particulars of a certain category of employees are required to be set out in the annexure of this report. However, as per provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report sent to the members does not contain the said annexure. Any member desiring to obtain a copy of the said annexure may write to the Vice President & Company Secretary at the Registered Office of the Company.

C Directors Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2010 are in full conformity with the requirements of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present your Companys financial condition and results of operations.

Your Directors further confirm that in preparation of the Annual Accounts:

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.

DIRECTORS

Mr. Pulak Chandan Prasad was appointed Additional Director effective 13th November, 2009, to hold office till the next Annual General Meeting. Mr. Prasad holds a Bachelors Degree in Technology from the Indian Institute of Technology, New Delhi and a Post-Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad. Currendy, Mr. Prasad is a Director of, among others, Bharti Airtel Limited and Nalanda India Fund Limited (Mauritius). Previously, he held the position of the Managing Director and co- head of the India office of Warburg Pincus, covering their India, South and South East Asian operations. Prior to that, he was a management consultant with McKinsey & Company in India, U.S.A. and South Africa. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Prasad holds office till the forthcoming Annual General Meeting. A notice has been received from a member under Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Prasad for the office of a Director. The notice for the forthcoming Annual General Meeting includes an ordinary resolution for appointment of Mr. Prasad as a Director of your Company.

Pursuant to Article 112 of the Articles of Association of the Company, Mr. Anil Bhalla and Mr. Kamal Ranjan Das retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Anil Bhalla is a Fellow Member of the Institute of Chartered Accountants of India. He is the Senior Partner of J.C. Bhalla & Co. and also holds the position of a Director in many other companies.

Mr. Kamal Ranjan Das is a science graduate and has a long experience in the paint industry. He is on the Board of many companies.

RELATED PARTY TRANSACTIONS

A statement of related party transactions pursuant to Accounting Standard 18 forms a part of this Annual Report.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Association Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid the listing fee to each of the Exchanges. The addresses of these Stock Exchanges and other information for Shareholders are given in this Annual Report.

COST AUDITOR

The Board of Directors have re-appointed M/s N Radhakrishnan & Co., Kolkata, Mr. Gopalakrishnan, Pondicherry and M/s Shome & Banerjee & Co., Kolkata, as the Cost Auditors of the Company under Section 233B of the Companies Act, 1956, for its various factories across the country, subject to the approval of the Central Government for the year 2010-11. The Cost Auditors Reports will be forwarded to the Central Government as required under law.

AUDITORS

The Auditors, Messrs Lovelock & Lewes, retire at the conclusion of the ensuing Annual General Meeting and, being eligible under Section 224(1 B) of the Act, offer themselves for re-appointment.

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 Companys dealers and its customers for their unstinted commitment and valuable inputs.

Your Directors acknowledge the support received from you as shareholders of the Company.

One behalf of the Board of Directors Kolkata Kuldip Singh Dhingra Dated: 18th June, 2010 Chairman Corporate Governance

Find IFSC