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Asian Paints
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the 69th Annual Report of
 your Company for the financial year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
 The financial performance of your Company for the year ended 31st
 March, 2015 is summarized below:
 
                                                   (Rs. in crores)
 
                               Standalone        Consolidated
 
                 Year ended   Year 
                             ended   Growth   Year
                                             ended   Year 
                                                    ended    Growth
 
                 31.03.2015 31.03.
                             2014    (%)    31.03. 
                                            2015    31.03.
                                                    2014       (%)
 
 Revenue from 
 Operations (Net) 11,648.83 10,418.78 11.8 14,182.81 12,714.81  11.5
 
 EBITDA            2,197.34  1,950.93 12.6  2,405.12  2,132.11  12.8
 
 Less : Finance 
 Costs                27.13     26.08          34.76     42.22  
 
 Less : Depreciation 223.11    212.32         265.92    245.66
 
 Profit Before 
 Exceptional Items 
 & Tax             1,947.10  1,712.53 13.7  2,104.44  1,844.23  14.1
 
 Exceptional Items    13.53      9.96          27.57      9.96
 
 Profit Before Tax 1,933.57  1,702.57 13.6  2,076.87  1,834.27  13.2
 
 Less : Tax Expense  606.17    533.51         649.54    571.51
 
 Profit After Tax  1,327.40  1,169.06 13.5  1,427.33  1,262.76  13.0
 
 Less: Minority 
 Interest              -       -               32.18     43.95
 
 Profit attributable 
 to shareholders of 
 the Company       1,327.40  1,169.06 13.5  1,395.15  1,218.81  14.5
 
 Opening balance in 
 Statement of Profit 
 and Loss          1,000.00  1,000.00       1,000.00  1,000.00
 
 AMOUNT AVAILABLE 
 FOR APPROPRIATION 2,327.40  2,169.06       2,395.15  2,218.81
 
 That the Directors 
 recommend for 
 appropriation as
 under:
 
 Dividend - Interim  172.66    105.51         172.66    105.51
 
 - Proposed Final    412.46    402.86         412.46    402.86
 
 Tax on Dividend     112.95     82.02         112.95     82.02
 
 Transfer to 
 General Reserve     629.33    578.67         697.08    628.42
 
 Closing Balance in 
 Statement of Profit 
 and Loss          1,000.00  1,000.00       1,000.00  1,000.00
 
 OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE
 
 Net revenue from operations on standalone basis increased to Rs.
 11,648.83 crores as against Rs. 10,418.78 crores in the previous year - a
 growth of 11.8%. The performance for the current year is after
 considering results of bath business acquired in June, 2014.
 
 Cost of goods sold as a percentage to net revenue from operations
 decreased to 55.3% as against 57.0% in the previous year. The decrease
 is on account of reduction in key raw material prices, specifically in
 the second half of the year, on the back of significant drop in crude
 prices.
 
 Employee cost as a percentage to net revenue from operations increased
 to 5.2% (Rs. 606.94 crores) as against 4.6% (Rs. 482.43 crores) in the
 previous year. The increase is mainly on account of falling bond yields
 during the year which adversely impacted the provision for retirement
 benefits.
 
 Other expenses as a percentage to net revenue from operations increased
 to 22.2% (Rs. 2,591.52 crores) as against 21.3% (Rs. 2,219.13 crores) in
 the previous year. The Company was carrying a provision of Rs. 14.04
 crores in respect of the diminution in carrying value of its investment
 in Asian Paints (International) Limited (APIL), Mauritius in the
 earlier years. Based on the assessment of the fair value of the
 investment in APIL as at 31st March, 2015, the aforesaid provision for
 diminution has been reversed in the current year. The same is included
 in Exceptional items in the Statement of Profit and Loss. The
 details of
 
 Exceptional items are given in Note 51 to the Standalone
 Financial Statements and Note 28 to the Consolidated Financial
 Statements.
 
 The Profit After Tax for the current year is Rs. 1,327.40 crores as
 against Rs. 1,169.06 crores in the previous year - a growth of 13.5%. The
 growth in profit is mainly driven by softening of input prices during
 the second half of the year.
 
 On a consolidated basis, your Company achieved net revenue of Rs.
 14,182.81 crores as against Rs. 12,714.81 crores - a growth of 11.5%. Net
 profit after minority interest for the group for the current year is Rs.
 1,395.15 crores as against Rs. 1,218.81 crores in the previous year - a
 growth of 14.5%.
 
 There are no material changes and commitments affecting the financial
 position of your Company which have occurred between the end of the
 financial year 2014-15 and the date of this Report.
 
 CONSOLIDATED ACCOUNTS
 
 The consolidated financial statements of your Company for the financial
 year 2014-15, are prepared in compliance with applicable provisions of
 the Companies Act, 2013, Accounting Standards and Listing Agreement as
 prescribed by the Securities and Exchange Board of India (SEBI). The
 consolidated financial statements have been prepared on the basis of
 audited financial statements of the Company, its subsidiary and
 associate companies, as approved by their respective Board of
 Directors.
 
 SUBSIDIARIES
 
 A separate statement containing the salient features of financial
 statements of all subsidiaries of your Company forms part of
 consolidated financial statements in compliance with Section 129 and
 other applicable provisions, if any, of the Companies Act, 2013. The
 financial statements of the subsidiary companies and related
 information are available for inspection by the members at the
 Registered Office of your Company during business hours on all days
 except Saturdays, Sundays and public holidays upto the date of the
 Annual General Meeting (AGM) as required under Section 136 of the
 Companies Act, 2013. Any member desirous of obtaining a copy of the
 said financial statements may write to the Company Secretary at the
 Registered Office of your Company The financial statements including
 the consolidated financial statements, financial statements of
 subsidiaries and all other documents required to be attached to this
 report have been uploaded on the website of your Company
 (wwwasianpaints.com).
 
 The financial performance of each of the subsidiaries and joint venture
 companies included in the consolidated financial statements of your
 Company is set out in the Annexure [A] to this Report. Additional
 details of the performance and operations of the subsidiaries and joint
 venture companies along with details of the acquisitions and
 investments made by your Company and its subsidiaries during the
 financial year in Ethiopia, Indonesia and acquisition of Bath business
 are set out in the Management Discussion and Analysis which also forms
 part of this Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis forms an integral part of this
 Report and gives detail of the overall industry structure,
 developments, performance and state of affairs of the Company''s various
 businesses viz., the decorative business, international operations,
 industrial and home improvement business, internal controls and their
 adequacy, risk management systems and other material developments
 during the financial year.
 
 DIVIDEND
 
 During the financial year 2014-15, your Company declared and paid an
 interim dividend of Rs.1.80 (Rupee one and paise eighty only) per equity
 share of the face value of Rs. 1 (Rupee one) each in the month of
 September, 2014. In addition, your Directors recommend payment of Rs.
 4.30 (Rupees four and paise thirty only) per equity share of the face
 value of Rs. 1 (Rupee one) each as final dividend for the financial year
 2014-15, for the approval of the shareholders at the ensuing AGM. If
 approved, the total dividend (interim and final dividend) for the
 financial year 2014-15 will be Rs. 6.10 (Rupees six and paise ten only)
 per equity share of the face value of Rs. 1 (Rupee one) each as against
 the total dividend of Rs. 5 .30 (Rupees five and paise thirty only) per
 equity share of the face value of Rs. 1 (Rupee one) paid for the previous
 financial year 2013-14.
 
 TRANSFER TO RESERVES
 
 Your Company proposes to transfer Rs. 629.33 crores to the general
 reserve. An amount of Rs. 1,000 crores is proposed to be retained in the
 Statement of Profit and Loss.
 
 PUBLIC DEPOSITS
 
 During the financial year 2014-15, your Company has not accepted any
 deposit within the meaning of Sections 73 and 74 of the Companies Act,
 2013 read together with the Companies (Acceptance of Deposits) Rules,
 2014.
 
 CORPORATE GOVERNANCE REPORT
 
 In compliance with the provisions of Clause 49 of the Listing
 Agreement, a separate report on Corporate Governance along with a
 certificate from the Auditors on its compliance, forms an integral part
 of this Report.
 
 BUSINESS RESPONSIBILITY REPORT
 
 A Business Responsibility Report as per Clause 55 of the Listing
 Agreement, detailing the various initiatives of your Company forms an
 integral part of this Report.
 
 INDUSTRIAL RELATIONS
 
 As informed in the last year''s Annual Report, your Company has
 discontinued manufacturing activities at its plant situated at Bhandup
 in Mumbai, Maharashtra with effect from 5th May, 2014.
 
 A strike was called in December, 2013, at your Company''s plant situated
 at Sriperumbudur, Tamil Nadu which ended in April, 2014 and the plant
 had resumed operations. The said plant at Sriperumbudur was again
 affected due to the cessation of work by the operators belonging to
 Asian Paints Employees'' Union since 29th April, 2015. The industrial
 relations at Sriperumbudur plant in Tamil Nadu continue to be
 challenging.
 
 The industrial relations in respect of all other manufacturing
 facilities and divisions of your Company are normal.
 
 DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
 PERSONNEL AND PARTICULARS OF EMPLOYEES
 
 In accordance with Section 178 and other applicable provisions if any,
 of the Companies Act, 2013 read with the Rules issued thereunder and
 Clause 49 of the Listing Agreement, the Board of Directors at their
 meeting held on 22nd July, 2014 formulated the Nomination and
 Remuneration Policy of your Company on the recommendations of the
 Nomination and Remuneration Committee. The salient aspects covered in
 the Nomination and Remuneration Policy, covering the policy on
 appointment and remuneration of Directors and other matters have been
 outlined in the Corporate Governance Report which forms part of this
 Report.
 
 The Managing Director and CEO of your Company does not receive
 remuneration from any of the subsidiaries of your Company.
 
 The information required under Section 197 of the Companies Act, 2013
 read with Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 in respect of Directors/ employees of your
 Company is set out in Annexure [B] to this Report and is
 available on the website of your Company (www.asianpaints.com).
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Appointments:
 
 During the financial year 2014-15, Ms. Amrita Vakil and Mrs. Vibha Paul
 Rishi were appointed as Additional/Non- Executive Directors of your
 Company at the meeting of the Board of Directors held on 14th May, 2014
 and subsequently they were appointed as a Non-Executive Directors by
 the shareholders at the AGM held on 26th June, 2014.
 
 Further, in compliance with the provisions of Sections 149, 152,
 Schedule IV and other applicable provisions, if any, of the Companies
 Act, 2013 read with Companies (Appointment and Qualification of
 Directors) Rules, 2014, Shri Dipankar Basu, Shri Mahendra Shah, Shri
 Deepak Satwalekar, Dr. S. Sivaram, Shri S. Ramadorai, Shri M. K. Sharma
 and Mrs. Vibha Paul Rishi were appointed as Independent Directors on
 the Board of Directors of your Company at the 68th AGM of your Company
 held on 26th June, 2014 to hold office up to 5 (five) consecutive years
 up to 31st March, 2019.
 
 At the aforementioned AGM, Shri K.B.S Anand, Managing Director & CEO of
 your Company was re-appointed for 3 (three) years commencing from 1st
 April, 2015 to 31st March, 2018.
 
 During the financial year 2014-15, the Board of Directors appointed
 Shri Abhay Vakil as an Additional/Non-Executive Director with effect
 from 22nd July, 2014. Shri Abhay Vakil is proposed to be appointed as
 the Non-Executive Director of your Company at the ensuing AGM. Your
 Directors recommend his appointment as a Non-Executive Director of your
 Company.
 
 Resignations/Retirements:
 
 Shri R.A. Shah, Non-Executive/Independent Director expressed his desire
 to not be appointed as an Independent Director on the Board of
 Directors of your Company pursuant to provisions of Sections 149, 152,
 Schedule IV and other applicable provisions, in any, of the Companies
 Act, 2013 read with Companies (Appointment and Qualification of
 Directors) Rules, 2014 and accordingly stepped down as a Director at
 the 68th AGM of your Company held on 26th June, 2014.
 
 Shri Amar Vakil retired as a Non-Executive/Promoter Director of your
 Company at the 68th AGM of your Company held on 26th June, 2014.
 
 The Board places on record its appreciation for their valuable
 contribution during their association with your Company.
 
 Shri Ashwin Choksi and Shri Ashwin Dani, Non-Executive Directors, are
 liable to retire by rotation at the ensuing AGM pursuant to the
 provisions of Section 152 of the Companies Act, 2013 read with the
 Companies (Appointment and Qualification of Directors) Rules, 2014 and
 the Articles of Association of your Company and being eligible have
 offered themselves for re- appointment. Appropriate resolutions for
 their re-appointment are being placed for your approval at the ensuing
 AGM. The brief resume of the Directors and other related information
 has been detailed in the Notice convening the 69th AGM of your Company.
 Your Directors recommend their re-appointment as Non-Executive
 Directors of your Company.
 
 Shri K.B.S. Anand, Managing Director & CEO and Shri Jayesh Merchant,
 CFO & Company Secretary are the Key Managerial Personnel of your
 Company in accordance with the provisions of Sections 2(51), 203 of the
 Companies Act, 2013 read with Companies (Appointment and Remuneration
 of Managerial Personnel) Rules, 2014.
 
 Annual Evaluation of Board''s Performance:
 
 In terms of the provisions of the Companies Act, 2013 read with Rules
 issued thereunder and Clause 49 of the Listing Agreement, the Board of
 Directors on recommendation of the Nomination and Remuneration
 Committee, have evaluated the effectiveness of the Board/Director(s)
 for the financial year 2014-15.
 
 NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
 
 The details of the number of Board and Audit Committee meetings of your
 Company are set out in the Corporate Governance Report which forms part
 of this Report.
 
 DECLARATION OF INDEPENDENCE
 
 Your Company has received declarations from all the Independent
 Directors confirming that they meet the criteria of independence as
 prescribed under the provisions of Companies Act, 2013 read with the
 Schedules and Rules issued thereunder as well as Clause 49 of the
 Listing Agreement.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors
 confirm that:
 
 (a) in the preparation of the annual accounts for the financial year
 ended 31st March, 2015, the applicable accounting standards and
 Schedule III of the Companies Act, 2013, have been followed and there
 are no material departures from the same;
 
 (b) 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 your Company as at 31st March, 2015 and of the profit and loss of
 the Company for the financial year ended 31st March, 2015;
 
 (c) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 (d) the annual accounts have been prepared on a ''going concern''
 basis;
 
 (e) proper internal financial controls laid down by the Directors were
 followed by the Company and that such internal financial controls are
 adequate and were operating effectively; and
 
 (f) proper systems to ensure compliance with the provisions of all
 applicable laws were in place and that such systems were adequate and
 operating effectively.
 
 AUDITORS AND AUDITORS'' REPORT:
 
 Auditors
 
 At the 68th AGM of your Company, M/s. Shah & Co., Chartered Accountants
 (Firm Registration No. 109430W) and M/s. B S R & Co., LLP, Chartered
 Accountants (Firm Registration No. 101248W/W-100022) were appointed as
 the Joint Auditors to hold office till the conclusion of the 69th AGM
 of your Company.
 
 During the financial year under review, your Company received a letter
 from Shri Ashish Shah, Partner, M/s. Manubhai & Shah, Chartered
 Accountants (Formerly Partner of M/s. Shah & Co., Chartered
 Accountants) informing that M/s. Shah & Co., Chartered Accountants had
 merged with M/s. Manubhai & Shah, Chartered Accountants with effect
 from 1st December, 2014. The letter also stated that on account of the
 aforesaid merger, M/s. Shah & Co., Chartered Accountants, had ceased to
 exist as an entity under the regulations issued by Institute of
 Chartered Accountants of India (ICAI).
 
 The Board of Directors at its meeting held on 20th December, 2014, on
 the recommendations of the Audit Committee, in accordance with the
 provisions of Section 139 (8) of the Companies Act, 2013 appointed M/s.
 B S R & Co. LLP Chartered Accountants, remaining Auditor, to continue
 to act as the sole Auditor of your Company till the conclusion of the
 69th AGM.
 
 The Board places on record its appreciation for the contributions of
 erstwhile M/s. Shah & Co., Chartered Accountants during their tenure as
 the Auditors of your Company.
 
 M/s. B S R & Co. LLP, Chartered Accountants, who retire at the ensuing
 AGM of your Company are eligible for re-appointment.  Your Company has
 received written consent and a certificate stating that they satisfy
 the criteria provided under Section 141 of the Companies Act, 2013 read
 with the Companies (Audit and Auditors) Rules, 2014 and that the
 appointment, if made, shall be in accordance with the applicable
 provisions of the Companies Act, 2013 and rules issued thereunder. As
 required under Clause 49 of the Listing Agreement, M/s. B S R & Co. LLP
 Chartered Accountants, have also confirmed that they hold a valid
 certificate issued by the Peer Review Board of ICAI.
 
 The Audit Committee and the Board of Directors recommend the
 appointment of M/s. B S R & Co. LLP Chartered Accountants, as the
 Auditors of your Company for the financial year 2015- 16 till the
 conclusion of the next AGM. The Auditors'' Report for the financial year
 2014-15, does not contain any qualification, reservation or adverse
 remark.
 
 Cost Auditor
 
 The Board of Directors had appointed M/s. RA & Co., Cost Accountants,
 as the Cost Auditor of your Company for the financial year 2014-15 to
 conduct the audit of the cost records of your Company.
 
 As per Section 148 and other applicable provisions, if any, of the
 Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
 2014, the Board of Directors of your Company has appointed M/s. RA &
 Co., Cost Accountants as the Cost Auditor for the financial year
 2015-16 on the recommendations made by the Audit Committee. The
 remuneration proposed to be paid to the Cost Auditor, subject to the
 ratification by the members at the ensuing AGM, would be not exceeding
 Rs. 4,50,000 (Rupees four lakhs and fifty thousand only) excluding taxes
 and out of pocket expenses, if any.
 
 Your Company has received consent from M/s. RA & Co., Cost Accountants,
 to act as the Cost Auditor of your Company for the financial year
 2015-16 along with a certificate confirming their independence.
 
 Secretarial Audit
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 read with the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, your Company has appointed Dr. K.R. Chandratre,
 Practicing Company Secretary to conduct the Secretarial Audit of your
 Company. The Secretarial Audit Report is annexed herewith as
 Annexure - [C] to this Report. The Secretarial Audit Report does
 not contain any qualification, reservation or adverse remark.
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in Form
 MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
 with the Companies (Management and Administration) Rules, 2014, are set
 out herewith as Annexure [D] to this Report.
 
 RELATED PARTY TRANSACTIONS
 
 During the financial year 2014-15, your Company has entered into
 transactions with related parties as defined under Section 2(76) of the
 Companies Act, 2013 read with Companies (Specification of Definitions
 Details) Rules, 2014, which were in the ordinary course of business and
 on arms'' length basis and in accordance with the provisions of the
 Companies Act, 2013, Rules issued thereunder and Clause 49 of the
 Listing Agreement.  During the financial year 2014-15, there were no
 transactions with related parties which qualify as material
 transactions under the Listing Agreement.
 
 The details of the related party transactions as required under
 Accounting Standard - 18 are set out in Note 48 to the standalone
 financial statements forming part of this Annual Report.
 
 The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act,
 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set
 out as Annexure [E] to this Report.
 
 LOANS AND INVESTMENTS
 
 The details of loans, guarantees and investments under Section 186 of
 the Companies Act, 2013 read with the Companies (Meetings of Board and
 its Powers) Rules, 2014 are as follows:
 
 A. Details of investments made by the Company as on 31st March, 2015
 (including investments made in the previous years):
 
 (i) Investments in equity shares:
 
 The aforementioned loan as on 1st April, 2014, was given for purchase
 of land. The same was converted into equity shares during the financial
 year 2014-15. A further amount of Rs. 0.10 crores was given as loan for
 administrative expenses in relation to land after the end of the
 financial year.
 
 C. There are no guarantees issued by your Company in accordance with
 Section 186 of the Companies Act, 2013 read with the Rules issued
 thereunder.
 
 RISK MANAGEMENT
 
 Your Company recognizes that risk is an integral part of business and
 is committed to managing the risks in a proactive and efficient manner.
 Your Company periodically assesses risks in the internal and external
 environment, along with the cost of treating risks and incorporates
 risk treatment plans in its strategy, business and operational plans.
 
 Your Company, through its risk management process, strives to contain
 impact and likelihood of the risks within the risk appetite as agreed
 from time to time with the Board of Directors.
 
 As per the requirements of Clause 49 of the Listing Agreement, your
 Company has constituted a Risk Management Committee to oversee the risk
 management efforts in the Company under the Chairmanship of Shri M.K.
 Sharma, Independent Director.  The details of the Committee along with
 its charter are set out in the Corporate Governance Report forming part
 of this Report.
 
 During the financial year 2014-15, the Board of Directors have approved
 the risk management policy and the risk appetite for your Company as
 proposed by the Management and recommended by the Risk Management
 Committee.
 
 There are no risks which in the opinion of the Board threaten the
 existence of your Company. However, some of the risks which may pose
 challenges are set out in the Management Discussion and Analysis which
 forms part of this Report.
 
 VIGIL MECHANISM
 
 Your Company is committed to highest standards of ethical, moral and
 legal business conduct. Accordingly, the Board of Directors have
 formulated a Whistle Blower Policy which is in compliance with the
 provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49
 of the Listing Agreement. The policy provides for a framework and
 process whereby concerns can be raised by its employees against any
 kind of discrimination, harassment, victimization or any other unfair
 practice being adopted against them. More details on the vigil
 mechanism and the Whistle Blower Policy of your Company have been
 outlined in the Corporate Governance Report which forms part of this
 report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Board of Directors at its meeting held on 22nd July, 2014 approved
 the Corporate Social Responsibility (CSR) Policy for your Company
 pursuant to the provisions of Section 135 of the Companies Act, 2013
 read with the Companies (Corporate Social Responsibility Policy) Rules,
 2014, on the recommendations of the CSR Committee. The CSR Policy
 outlines the CSR vision of your Company which is based on embedded
 tenets of trust, fairness and care.
 
 The initiatives undertaken by your Company during the financial year
 2014-15 in CSR have been detailed in this Annual Report.
 
 The Annual Report on CSR activities in accordance with the Companies
 (Corporate Social Responsibility Policy) Rules, 2014, is set out
 herewith as Annexure [F] to this Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo as stipulated under Section 134 of
 the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014,
 is set out herewith as Annexure [G] to this Report.
 
 DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
 
 Your Company has put in place adequate internal financial controls with
 reference to the financial statements, some of which are outlined
 below:
 
 Your Company has adopted accounting policies which are in line with the
 Accounting Standards prescribed in the Companies (Accounting Standards)
 Rules, 2006 that continue to apply under Section 133 and other
 applicable provisions, if any, of the Companies Act, 2013 read with
 Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions
 of the Companies Act, 1956, to the extent applicable. These are in
 accordance with generally accepted accounting principles in India.
 Changes in policies, if any, are approved by the Audit Committee in
 consultation with the Auditors.
 
 The policies to ensure uniform accounting treatment are prescribed to
 the subsidiaries of your Company. The accounts of the subsidiary
 companies are audited and certified by their respective Auditors for
 consolidation.
 
 Your Company operates in SAP an ERP system, and has many of its
 accounting records stored in an electronic form and backed up
 periodically. The ERP system is configured to ensure that all
 transactions are integrated seamlessly with the underlying books of
 account. Your Company has automated processes to ensure accurate and
 timely updation of various master data in the underlying ERP system.
 
 Your Company has a robust financial closure self-certification
 mechanism wherein the line managers certify adherence to various
 accounting policies, accounting hygiene and accuracy of provisions and
 other estimates.
 
 Your Company operates a shared service center which handles all
 payments made by your Company. This center ensures adherence to all
 policies laid down by the Management.
 
 Your Company, in preparing its financial statements makes judgments and
 estimates based on sound policies and uses external agencies to
 verify/validate them as and when appropriate.  The basis of such
 judgments and estimates are also approved by the Auditors and Audit
 Committee.
 
 The Management periodically reviews the financial performance of your
 Company against the approved plans across various parameters and takes
 necessary action, wherever necessary.
 
 Your Company has a code of conduct applicable to all its employees
 along with a Whistle Blower Policy which requires employees to update
 accounting information accurately and in a timely manner. Any
 non-compliance noticed is to be reported and actioned upon in line with
 the Whistle Blower Policy.
 
 Your Company gets its standalone accounts audited every quarter by its
 Auditors.
 
 SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS
 
 There are no significant/material orders passed by the Regulators or
 Courts or Tribunals impacting the going concern status of your Company
 and its operations in future.
 
 GENERAL
 
 a) Your Company has not issued equity shares with differential rights
 as to dividend, voting or otherwise; and
 
 b) Your Company does not have any ESOP scheme for its
 employees/Directors.
 
 APPRECIATION
 
 Your Directors wish to convey their gratitude and place on record their
 appreciation for all the employees at all levels for their hard work,
 solidarity, cooperation and dedication during the year.
 
 Your Directors sincerely convey their appreciation to customers,
 shareholders, vendors, bankers, business associates, regulatory and
 government authorities for their continued support.
 
 For and on behalf of the Board
 
 Ashwin Choksi
 
 Chairman
 
 Place: Mumbai
 Date : 18th May, 2015
  
 
 
 
Source : Dion Global Solutions Limited
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