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Indigo Paints Ltd.

BSE: 543258 | NSE: INDIGOPNTS |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE09VQ01012 | SECTOR: Paints

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Annual Report

For Year :
2022 2021

Director’s Report

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

FINANCIALS

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

• Revenue from Operations of the Company stood at H 90,597.48 lakhs as against H 72,332.47 lakhs for the previous year, registering a growth of 25.25 % in the revenue.

• Employee Cost as a percentage of Revenue from operations decreased to 6.22% as against 6.68% in the previous years.

• EBITDA of the Company stood at H 13,598.37 lakhs as against H 12,251.61 lakhs for the previous year, registering a growth of 11 % in EBITDA.

• Profit after Tax (PAT) of the Company stood at H 8,404.80 lakhs as against H 7,085.01 lakhs for the previous year, registering a growth of 18.63 % in PAT.

DIVIDEND

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

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

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

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is available on the Company''s website: www.indigopaints.com/investors

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

RESERVES

There is no amount proposed to be transferred to any reserves for Financial Year 2021-22.

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

(H In Lakhs)

Particulars

Year ended

Year ended

31st March, 2022

31st March, 2021

Revenue from operations

90,597.48

72,332.47

Less: Expenses

76,999.11

60,080.86

EBITDA

13,598.37

12,251.61

Less:

Finance Cost

133.04

381.31

Depreciation

3,125.08

2,438.95

Add:

Other income

1,089.32

359.37

Profit before Tax

11,429.57

9,790.72

Less: Tax expenses (including deferred Tax)

3,024.77

2,705.71

Profit after Tax

8,404.80

7,085.01

Add/(Less): Total Other Comprehensive Income

13.36

(10.87)

Total Comprehensive Income for the year

8,418.16

7,074.14

CHANGE IN NATURE OF BUSINESS

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

UTILIZATION OF IPO PROCEEDS

Your Company has appointed ICICI Bank Limited as the Monitoring agency in terms of regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor the utilization of the IPO proceeds. Your Company obtains the monitoring report from the Monitoring agency every quarter and files the same with both exchanges where the equity shares of the Company are listed.

Out of the IPO proceeds of H 28,711.21 Lakhs, your Company has utilized the funds as per the below mentioned table:

(H In Lakhs)

S,r* Particulars No

Amount to be utilized

Amount utilized

Total unutilized

as on March

Amount as on

31, 2022

March 31, 2022

1 Funding capital expenditure for the Proposed Expansion

15,000.00

9,637.55

5,362.45

2 Purchase of tinting machines and gyro shakers

5,000.00

2,506.95

2,493.05

3 Repayment/prepayment of certain borrowings of our Company

2,500.00

2,500.00

-

4 General corporate purposes*

6,211.21

6,211.21

-

Total

28,711.21

20,855.71

7,855.50

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

Further, the details of Utilisation of Net IPO Proceeds for the year ended March 31, 2022 has been provided in notes to the Accounts of the Financials of the Company.

Your directors confirm that there have been no deviations from the objects as mentioned in the Company''s prospectus dated January

25, 2021.

SHARE CAPITAL

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

Sr

No.

Particulars

ESOS 2019

1

Number of Options granted

70,750

2

Exercise price or Pricing formula

H 10/-

3

Number of Options vested and exercisable

-

4

Number of Options exercised

-

5

Total number of shares arising out of exercise of Options

-

6

Number of Options lapsed (includes forfeited and lapsed options)*

1,000

7

Variation in the terms of the Options

-

8

Money realized by exercise of Options (H)

-

9

Total number of Options in force

1,18,250

10

Employee wise details of options granted to -

A

Senior Management Personnel''s and Key Managerial Personnel''s

Name

Mr. Srihari Santhakumar Mr. Sujoy Bose Mr. Chetan Humane Mr. T S Suresh Babu

Options granted

500

750

3,000

3,500

B

Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year

Mr. Narayanankutty Kottiedath Venugopal

7,500

C

Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

NA

NA

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

The applicable disclosures as stipulated under the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure A to this Report.

CREDIT RATING

As your Company has not availed any credit facility, there was no requirement for obtaining any credit rating.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

HUMAN RESOURCES & EMPLOYEE RELATIONS

During the year under review, the Human Resources department of the Company focused on effective execution of plans through its qualified workforce. During the Covid-19 pandemic, the prime responsibility of the Company''s HR function was to work towards restoring the entire support ecosystem for ensuring employee health and well-being. This required steps such as workforce planning, increased digitalisation of HR systems, strengthening of medical facilities, health monitoring and continuous communication. These steps built confidence among the employees, who inturn extended full support by adapting to the changed working patterns and conditions.

Employee Performance & Engagement

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

To expand and plan our talent pipeline we have a 360-degree collective feedback in place. This enables us to develop, groom and elevate these leaders. This approach is directly linked to our compensation framework and promotion process. All our

employees receive regular performance feedback and we have a People Review process, which identifies development, opportunities and plan the development journey for our managerial talent pipeline. This has also strengthened the employee and management relationship.

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

Employee Welfare and Policies

It is crucial for us to understand what motivates and engages our employees and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members, conduct surveys and offer a framework which ensures they feel comfortable to speak up, raise concerns and are empowered to initiate improvements.

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

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

We firmly believe in the Equal Employment and Opportunity policy do not discriminate on the pay and conditions of employment between our male and female workers engaged in a similar role. Similarly pay and conditions of employment are not discriminated on grounds of race, religion, caste, creed or any such ground. Decisions pertaining to recruitment, promotions and performance evaluations are all done strictly basis of merit and performance only.

Digital Transformation

The Company has embarked on a digital transformation of its human resource management systems to bring in more innovation, agility and operational excellence as well as create value for the employees. The mobile app helps employees to manage leaves, documents, payroll and all the other notifications and events happening across the organisation.

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

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

Building Talent

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

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

A structured recruitment process has helped your Company attract the right talent at all levels. Entry level candidates now respond to different approaches, for example social media, campus engagement, job boards as well as look for an authentic Employee Value Proposition. We have adopted a number of these approaches. At the same time, in line with our focus on internal mobility, we have continued our efforts to retain expertise and experience by providing attractive career opportunities. Internal mobility also helps us turn necessary restructuring into an opportunity.

Employee and Leadership Development

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

To ensure we develop future leaders in the Company, we provide a number of cross divisional programs to foster management and leadership skills. The purpose is to equip our people with the necessary qualities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the Company''s strategy and our values and beliefs.

Employee Relations & Compliance

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition

and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

Sr

No

Name of the Director & KMP

Designation

1.

Mr. Hemant Kamala Jalan

Chairman and Managing Director

2.

Ms. Anita Hemant Jalan

Executive Director

3.

Mr. Narayanankutty Kottiedath Venugopal

Executive Director

4.

Ms. Nupur Garg

Independent Director

5.

Mr. Sunil Badriprasad Goyal

Independent Director

6.

Mr. Praveen Kumar Tripathi

Independent Director

7.

Mr. Ravi Nigam

Independent Director

8.

Ms. Sakshi Vijay Chopra

Non-Executive Nominee Director

9.

Mr. Ravi Shankar Venkataraman Ganapathy Agraharam

Non-Executive Alternate Director

10.

Mr. Sujoy Sudipta Bose

Company Secretary & Compliance Officer

11.

Mr. Chetan Bhalchandra Humane

Chief Financial Officer

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

Further, in terms of the regulatory requirements, the name of every Independent Director is to be registered in the online database of Independent Directors maintained by Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.

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

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

KEY MANAGERIAL PERSONNEL (KMP):

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

In terms of the Companies Act, 2013, the following are the KMPs of the Company as on March 31, 2022:

• Mr. Hemant Kamala Jalan- Managing Director

• Mr. Chetan Bhalchandra Humane- Chief Financial Officer

• Mr. Sujoy Sudipta Bose- Company Secretary

DIRECTORS RETIRING BY ROTATION

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 1 49(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

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

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee and;

e) Risk Management Committee;

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

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

BOARD EVALUATION

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

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

i. Board of Directors as a whole.

ii. Committees of the Board.

iii. Individual Directors including the Chairperson of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI, your Company has carried out a Performance Evaluation process internally for the Board/Committees of the Board/Individual Directors including the Chairperson of the Board of Directors for the financial year ended 31st March, 2022.

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

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

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

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

FAMILIARISATION PROGRAMME

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company etc. Through the Familiarisation Programme, the Company apprises the Independent directors about the business model, corporate strategy, business plans, finance human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company. Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company www.indigopaints.com/investors

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

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

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Policy on Related-Party Transactions which can be viewed at www.indigopaints.com/investors

There were no material transaction with related parties during the year under review as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

PUBLIC DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

ACCOUNTING TREATMENT

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

AUDITORS

(a) Statutory Auditors:

In accordance with the provisions of section 1 39 of the Companies Act 2013 and the rules made thereunder M/s. SRBC & Co LLP. Chartered Accountants, bearing FRN 324982E/E300003 were appointed as the statutory auditors of the Company, for a period of five years at the 19th Annual General Meeting held on 30th September, 2019.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended 31st March, 2022. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

(b) Cost Auditors:

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

(c) Secretarial Auditors:

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

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

(d) Internal Auditors:

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

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditor have not reported any instances of

fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. The Annual Accounts have been prepared in conformity with the applicable Accounting Standards and there are no material departures;

b. They have selected such Accounting Policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of Financial Year 2021-22 and of the profit for that period;

c. Proper and sufficient care has been taken and that adequate accounting records have been maintained in accordance with the provisions of the Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d. The Annual Accounts have been prepared on a going concern basis;

e. The internal financial controls laid down by the Company were adequate and operating effectively; and

f. The systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

RISK AND CONTROL

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

Risk Management Policy

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

Internal Control Systems

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

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

- Periodic testing of controls to check their operational effectiveness

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

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

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

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

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

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

Your Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (the Code) during the year under review. Your Company further confirms there are no past applications or proceeding under the Code.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A. Energy conservation measures taken:

• Installation of Solar Panels at one factory location.

• Capacitor Panel installed for one factory location.

B. Technology Absorption:

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

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

• Offering premium product with multifunctional use.

• Upgrading our current products to meet the needs of the consumer.

• Value generation via formula optimization, new sourcing, process efficiency and usage of alternative raw material to enhance profitability.

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

• Continuous benchmarking of our product with other market players.

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

• Anti-Odor Paint for Kitchen and Bathrooms

• Rustic Texture Finish

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

(J in lakhs)

Foreign exchange inflows -

Foreign exchange outflows

2,003.91

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

As per the provisions of Section 1 35 of the Companies Act, 2013, every Company falling under the applicability of Corporate Social Responsibility is required to spend 2% of its average net profits of previous three years on the activities given under Schedule VII of the Companies Act, 2013, and CSR policy adopted by the Board of Directors. The Company has spent a total amount of H 1,25,87,000/- during financial year 2021 - 22.

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

The Composition of CSR Committee and meetings of the CSR Committee held during the year has been disclosed in the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

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

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at www.indigopaints.com/investors

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

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

SHARE REGISTRAR & TRANSFER AGENT (R&T)

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

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

PARTICULARS OF EMPLOYEES

1 employee is in receipt of remuneration of not less than H 1,02,00,000/- (Rupees One crore and two lakh) who is employed throughout the year. No employee was employed for part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act,

2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is annexed to this Report in Annexure D. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section forming part of the Annual Report of the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms a part of the Annual Report of the Company.

OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company additionally discloses that, during the year under review no disclosure or reporting is required with respect to the following:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of Sweat equity shares; and

• Buyback of shares

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

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

For Indigo Paints Limited

(formerly known as Indigo Paints Private Limitedj

Mr. Hemant Kamala Jalan

Place: Pune Chairman and Managing Director

Date: August 05, 2022 DIN: 00080942


BUSINESS RESPONSIBILITY REPORT

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

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

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, your Company has not received any complaints on sexual harassment.

VIGIL MECHANISM

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

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

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

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

Director’s Report