Pidilite Annual Report 19-20 PDF
Pidilite Annual Report 19-20 PDF
Pidilite Annual Report 19-20 PDF
BONDS
ANNUAL REPORT
2019-20
IN NEW
“
In the past few months of lock-down,
we have focused our energy on finding
new ways of working based on our
core philosophy of building bonds.
Our partners, employees, and loyal
community of users including carpenters,
masons, plumbers are now connected
virtually and are working enthusiastically
to adopt to new ways of working.
M B Parekh
Chairman
NEW STAYING CONNECTED
WAYS
ALWAYS
During times of physical
distancing, communication
is the key. Our partners are a
part of our `Parivaar’ and
enquiring after their health
and health of their families is
a natural extension of our
culture. Our teams have been
communicating on COVID
precautions and safety
measures that need to be
followed at shops and places
of work.
OF
‘‘I work as an assistant DIGITALLY UPSKILLING
plumber in Vizag.
My daily livelihood was lost OUR PARTNERS
because of the lockdown
and I was worried about As everyone adapts to new
supporting my family amid way of working, it’s also the
best time to upgrade our
this crisis. I did not expect
knowledge. We used digital
that any Company will come
platforms to empower our
to the plumber community’s users and partners with
rescue in this pandemic. training modules on basic
While no other company has and advanced waterproofing
interacted personally with us techniques, online product
during the lockdown, Pidilite demos and COVID-19 safety
officials have been in touch guidelines. This helped our
with us since the first week partners feel better equipped
of lockdown to remain to restart work.
apprised of our well-being.
Pidilite officials did not just
interact with us over call,
they also met us and
distributed essential grocery
items to help us make ends
meet. I am thankful to
Pidilite for thinking about
us during this crisis.”
Building Bonds…
from a Distance!
The Delhi A team successfully put up a unique Fevicol display
drive that garnered a lot of appreciation from all. Huge drums
of Fevicol were used to create a ‘social distancing’ wall at the
shop entrance, encouraging customers to maintain required
distance. The drive titled ‘Fevicol ka Border Mazboot Hai’
ensured strong brand equity and a big shout out of the
availability of stock everywhere.
CREATIVITY Learning from SCM
DOES Superheroes
Creativity is the best A motivated Supply Chain
antidote to crisis. To keep Management (SCM) team of
our consumers engaged superheroes faced their
while staying at home, challenges by tracking daily
we launched ‘Fevicreate updates of drivers/
Crafting Memories’ – a transporters and monitored
campaign in association their safety by distributing
with an online digital thermoguns and sanitisers.
community Momspresso.
This craft- centred campaign Our safety and hygiene
generated a reach of 12 million protocols at warehouses gave
consumers during the workers the confidence to
lockdown. We have engaged resume work. In the absence
with crafts teachers across of public transportation, the
the country by providing warehouse staff displayed
content for conducting high level of commitment by
online ‘summer camps.’ using their own bicycles/
bikes to reach work.
A NEW
Even in times of crisis like the COVID-19 pandemic,
Pidilite has gone ahead and released all our incentives
and salaries on time. Precautionary instructions and
constant health updates taken by seniors make
me feel like I am part of one caring family.
Vijaydurga Prasad
TSI
TABLE OF
CONTENTS
11
36 Directors' Report
10
COMPANY
UNDER- marketing initiatives
STANDING
13
12
marketing initiatives 15
14
marketing initiatives 17
FEVISTIK KIDS
A digital campaign was done
to promote ‘Fevistik Kids’, a
variant that provides precise
application of glue on paper
PIDILITE ANNUAL REPORT 2019-20
M Seal PV Seal Solvents Fevicol Elephant, the Fevicol Microprotect the new
unveiled the new age cyclic new product in the Epoxy product launched in Middle
polymer CoEx packs this year. Adhesive category in East, helps in maintaining
PIDILITE ANNUAL REPORT 2019-20
They offer first in market Sri Lanka, is popular in indoor air quality by
benefits, such as an furniture workshops, preventing anti-microbial
easy-to-open, pilfer-proof cap, by way of offering a fast activity on internal surfaces
3-years shelf life, among setting proposition of of HVAC ducts.
others. The solvents are ASTM 2 hours.
certified and low on VOC.
Fevicreate 1 lakh
Chandrayaans – Around
the same time that the
Chandrayaan-2 mission
was in progress, Fevicreate
conceived Chandrayaan-2
crafting sheets, gratuitously
circulated across schools.
The initiative helped over
1 lakh children make
their own version of
Chandrayaan-2.
20
PERFORMING key performance indicators (standalone) 23
Net Sales (` in crores) EBITDA (` in crores) Net Current Assets (` in crores) Reserves (` in crores)
Profit After Tax (` in crores) Earnings Per Share (EPS) (`) Return on Average Net Worth (%) Return on Average Capital Employed (%)
(excluding exceptional items)
1,161 | 18.5% 22.8 | 18.1% 26.8 | 156 bps 34.2 | (58 bps)
F Y201 9 - 20 1,161 FY2019-20 22.8 FY2019-20 26.8 FY2019-20 34.2
F Y201 8- 1 9 979 FY2018-19 19.3 FY2018-19 25.3 FY2018-19 34.7
F Y201 7- 1 8 955 FY2017-18 18.8 FY2017-18 27.4 FY2017-18 37.4
F Y201 6 - 1 7 868 FY2016-17 16.9 FY2016-17 28.7 FY2016-17 41.1
F Y201 5 - 1 6 774 FY2015-16 15.1 FY2015-16 31.0 FY2015-16 44.0
Book Value Per Share (`) Dividend Per Share (DPS) (`)
Distribution of Material Cost 46.4%
87.9 | 6.7% 7.00* | 7.7% Revenue 2019-20 Operating Cost 18.5%
F Y201 9 - 20 87.9 FY2019-20 7.00*
Employee Cost 11.6%
F Y201 8- 1 9 82.4 FY2018-19 6.50
F Y201 7- 1 8 70.2 FY2017-18 6.00
Interest & Foreign Exchange
F Y201 6 - 1 7 66.3 FY2016-17 4.75 Fluctuation Expense 0.2%
F Y201 5 - 1 6 51.7 FY2015-16 4.15 Depreciation 2.0%
PIDILITE ANNUAL REPORT 2019-20
*interim dividend considered as final dividend for FY 2019-20 Current Tax 5.8%
Deferred Tax (0.5%)
Dividend 13.1%
Retained Earning 2.9%
Y-O-Y Growth/Degrowth
22
key performance indicators (standalone) 25
Current Liabilities (` in crores) Net Worth (` in crores) (Equity + Reserves) Reserves (` in crores)
PBIT & Interest Cover PBT & PBT as % to Net Sales Growth in Market 31-3-20
1.16 2.27
Capitalisation of Company
205.1 23.8
and BSE sensex since 31-3-19
1.53 2.08
9.6%
lockdown declared in March
2020, the standalone net sales 1.7%
3.1% EBITDA grew by
in the last ten days of the
quarter, and of the year, and EBITDA, excluding
non-operating income
were lower than the same
“EBITDA” (earnings before period last year by around improved by
Interest, Taxes, Depreciation,
Exceptional items and foreign 107.9% ` 150 crores. This is equivalent
to around 11 % of Q4 net
14.4%
exchange differences) before sales last year.
non-operating income, due to higher sales and better
increased by gross margin due to softer
Lower sales in the last ten
input cost.
days of the quarter and the
14.8%
Profit Before Tax (PBT) and
year resulted in last quarter’s exceptional items grew by
standalone net sales growth
Domestic subsidiaries sales
declined by
reducing from around 9.6%
as on 21 st March 2020 to
(4.3%)* as on quarter end.
8.7%
Profit Before Tax (PBT) grew by
8.2%
The year’s standalone net sales Excluding exceptional items+
9.5%
growth reduced from around in current year and income
7.1% as on 21 st March 2020 to from inter-company transfer of
EBITDA de-grew by intangible assets and dividend
4.0%* as on year end.
PBT - excluding exceptional income from subsidiaries, in
The consequent impact on
items* grew by
8.3% standalone EBITDA growth
last year, PBT grew by
12.7%
is estimated at a reduction
12.2% on account of lower sales and
hence higher absorption of
of 29.0% for last quarter and
6.0% for the year.
fixed cost.
* Audited numbers, all other
Profit After Tax (PAT) grew by numbers are not reviewed/ Profit After Tax (PAT) grew by
audited by auditors.
20.8% 12.5%
PAT - excluding exceptional Excluding exceptional items+
items* grew by in current year and income
from inter-company transfer of
3.9%
mechanics, households, regionally. Multinational
students, offices etc. companies are also present Pigments and Preparations
in many of the product contributed
Business to Business segment categories in which the
6.2%
covers products, such as Company operates.
Industrial Adhesives, Industrial
Industrial Adhesives includes
adhesives used in packaging, of the sales of the Company
footwear, cigarette, and grew by
automotive industry and
CONSUMER & BAZAAR Branded Consumer & Bazaar Construction and Paint
joinery. This category
contributed 15.6%
6.1%
segment contributed Chemicals contributed
0.5%
and grew by and grew by
5.4% 12.1%
with volume and mix
growing by
28 4.1%
management discussion and analysis 31
79.9%
Consumer &
PIDILITE ANNUAL REPORT 2019-20
Bazaar Products
segment
18.7%
Business to Business
Products segment
1.4%
30 Others
management discussion and analysis economic value added (EVA) 33
10. Net Operating Profit After Tax (NOPAT) 778 872 959 984 1171
MISCELLANEOUS OTHER MATTERS CAUTIONARY STATEMENT 11. Weighted Average Cost of Capital (4x7) 322 278 397 509 521
12. Economic Value Added (10-11) 456 594 563 475 650
The Company’s Net Worth The following matters are Statements in this
(Equity capital + Reserves) has elaborated in the Directors’ Management Discussion and 13. EVA as a % of Average Capital Employed (12 ÷ 7) 18.2% 19.6% 16.2% 12.3% 15.0%
PIDILITE ANNUAL REPORT 2019-20
Highlights 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 CAGR % Highlights 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20
Sales and Other Income 2,530 3,017 3,615 4,169 4,724 5,134 5,409 5,627 6,285*** 6,484 11.0% Sources
Manufacturing & Other Expenses 2,036 2,483 2,939 3,448 3,918 3,942 4,070 4,197 4,796 4,847 10.1% Internal Generation 373 400 < 511 < 546 638 886 967 1,066 1,091 1,259
Operating Profit 494 534 676 721 806 1,192 1,339 1,430 1,490 1,637 14.2% Increase in Capital & Reserve on - 15 50 - - - - - - -
conversion of FCCB
Interest (Net) 27 21 8 10 10 6 6 6 7 13 (7.4%)
Increase in Equity Share Capital - - - - - -~ -~ -~ -~ -~
Depreciation 44 48 53 69 108 88 90 91 100 126 12.3%
Increase in Loans - - - 8 - - - - - -
Profit from Ordinary Activities 423 465 615 642 688 1,098 1,243 1,333 1,383 1,498 15.1%
Decrease in Investment-Others 99 73 - 35 - - - 283 - 102
Exceptional Item 25 13 (6) 6 18 27 94 - - 59 10.1%
Decrease in Working Capital - - 141 - 23 *** 329 - - - -
Foreign Exchange Difference -
1 8 1 5 2 1 4 2 6 2 9.3%
Expense/(Income) Total 472 488 702 589 661 *** 1,215 967 1,349 1,091 1,361
Profit-Before Tax 397 444 620 631 668 1,070 1,145 1,331 1,376 1,437 15.4% Applications
Current Tax 94 105 156 160 156 299 363 403 438 369 16.4%
Repayment of Loans 135 23 204 60 2 5 1 - - -
Deferred Tax (1) 4 3 2 11 24 8 19 11 (33) 57.2%
Capital Expenditure (Net) > 124 141 128 169 353 134 88 125 159 393
Profit-After Tax for the year 304 335 461 469 501 747 774 909 927 1102 15.4%
Investments in
13 19 26 55 26 14 10 34 26 19
- Overseas Subsidiaries
Add: Prior Year's Tax Provision
- - - - - - - 46 53 - -
written back - Domestic Subsidiaries - - - 7 -~ 68 80 117 35 127
Profit-After Tax 304 335 461 469 501 747 $ 774 $ 955$ 979$ 1,102$ 15.4%
- Others - - 188 - 101 *** 590 695 - 255 -
Dividend on Equity Shares 103 * 112 * 156 * 162 * 179 * 404 **** 31 **** 293**** 364**** 827**** 26.1%
Buyback of Equity Shares - - - - - - - 500 - -
Retained Earning 201 223 305 307 322 343 743 662 615 275 3.5%
Dividend 103 * 112 * 156 * 162 * 179 * 404 **** 31 **** 293 **** 364 **** 827 ****
Financial Position
Increase in Working Capital 97 193 - 136 - - 62 280 252 (5)
Capital-Equity 51 51 51 51 51 51 51 51 51 51 0.0%
Total 472 488 702 589 661 *** 1,215 967 1,349 1,091 1,361
Reserve (Less Revaluation 1,088 1,327 1,682 1,988 2,298 2,599 3,348 3,513 4,136 4,414 16.8%
Reserve & Misc. Expenditure) Ratios
Return on Average Net Worth % (RONW) 31.7 27.6 29.3 25.2 23.7 31.0 28.7 27.4 25.3 26.8 @
Net Worth 1,139 1,378 1,733 2,039 2,349 2,650 3,399 3,564 4,187 4,465 16.4%
(PAT divided by Average Net Worth) ##
Borrowings 287 264 60 8 6 1 - - - - - Return on Average Capital Employed % (ROCE) 32.3 31.2 36.2 33.7 31.6 44.0 41.1 37.4 34.7 34.2
(PBIT divided by Average
Deferred Tax Liability (Net) 41 45 48 51 55 75 84 103 113 76 7.1% Funds Employed**)##
Funds Employed 1,467 1,687 1,841 2,098 2,410 2,726 3,483 3,667 4,300 4,541 13.4% Long-term Debt/Cash Flow 0.8 0.6 0.1 - - - - - - -
- Overseas Subsidiaries 233 # 239 # 260 # 315 # 341 # 355 # 270 # 303# 330# 327# 3.9%
Inventory Turnover
4.1 4.2 4.3 4.5 4.7 4.4 4.3 4.3 4.5 4.0
- Others 167 94 287 259 360 *** 748 1,523 1,483 1,860 1,496 27.6% (Cost of Goods Sold divided by Inventories)
Net Current Assets 293 487 352 481 421 *** 555 624 777 930 1,220 17.2% Operating Profit Margin (%) ## 19.9 19.2 20.5 18.7 18.4 25.3 27.7 26.9 24.6 26.0
Net Profit Margin (%) ## 16.9 16.3 18.5 16.5 15.7 23.3 25.6 25.1 22.8 23.8
Total Assets 1,467 # 1,687 1,841 2,098 2,410 2,726 3,483 3,667 4,300 4,541 13.4%
The Company transitioned into Ind AS from 1st April 2015 ~ Less than ` 1 crore
The Company transitioned into Ind AS from 1st April 2015 ~ Less than ` 1 crore > Includes Cost of Brands, Patents Trademarks and Businesses Acquired *** Previous years’ figures regrouped
* Includes Tax on Dividend *** Previous years’ figures regrouped * Includes Tax on Dividend. **** Paid dividend (including tax) as per IND AS
** Including Capital Work-In-Progress and excluding Revalued Assets **** Paid dividend (including tax) as per IND AS ** Excluding Deferred Tax Liability (Net)
and Depreciation thereon @ As compared to FY 2018-19, FY 2019-20 RONW is higher by
$ Profit is after tax but before Other Comprehensive Income < Includes security premium received on FCCB conversion by 6.2% mainly due to 11.6% growth in average net worth
34 # After deducting provision for diminution. against 18.5% growth in PAT
## PAT, PBT and PBIT are excluding exceptional items
directors’ report 37
Profit Before Exceptional Items and Tax 1,496.23 1,376.45 Excludes exceptional items
support and collaborate with these start ups for Pencil and Acrylic colours, however it reported
based products etc. The Company holds 60% of mutual benefits. associate and joint venture company in the prescribed
a negative EBITDA due to one off tax expenses
the paid up share capital and has management Form AOC- 1, are set out in Note No. 59 to the
g. Pursuant to a share purchase agreement executed pertaining to the past period.
control of PLPL. Consolidated Financial Statements.
with Tenax S.p.A, Italy, the Company acquired Pulvitec do Brasil reported moderate sales growth and
b. The Company alongwith Corporacion Empresarial 70% of the share capital of Tenax India Stone The Consolidated Financial Statements have been
higher EBITDA on account of margin improvement
Grupo Puma S.L., Spain has incorporated a Products Pvt. Ltd. for a cash consideration of prepared on the basis of audited financial statements
and cost saving initiatives.
joint venture subsidiary in the name of “Pidilite approx. ` 80 crores. The acquisiton process was of the Company, its subsidiaries, associate company
Grupo Puma Manufacturing Limited” (PGPML) completed on 28th May 2020. The subsidiaries in Egypt reported moderate sales and joint venture, as approved by their respective
growth. The subsidiaries in Thailand saw marginal Board of Directors except Pulvitec do Brasil Industria e
38
41
Details of composition, terms of reference and number with the Companies (Audit and Auditors) Rules, 2014,
provision of Listing Regulations, the Board of Directors Familiarisation Programme of meetings held for respective Committees are given as amended, the remuneration payable to the Cost
have appointed Shri Pradip Menon as the Chief
The Company has put in place an induction and in the Report on Corporate Governance, which forms Auditors has to be ratified by the Members of the
Financial Officer (Key Managerial Personnel) of the
familiarisation programme for all its Directors a part of this Annual Report. Further, during the year Company. Accordingly, at the ensuing AGM, the Board
Company with effect from 18th November 2019.
including the Independent Directors. under review, all the recommendations made by the seeks ratification of the remuneration payable to the
Policy on Directors’ Remuneration Audit Committee have been accepted by the Board. Cost Auditors for the financial year 2020-21.
The familiarisation programme for Independent
The policy on Directors’ remuneration is given as an Directors in terms of provisions of Regulation 46(2)(i) Corporate Social Responsibility (CSR) Report Secretarial Auditor and Secretarial Audit Report
annexure and is also available on the website of the of the Listing Regulations, is uploaded on the website and Policy
Company, www.pidilite.com. The remuneration paid of the Company. Pursuant to the provisions of Section 204 of the Act
The CSR Report as per Section 135 of the Act read and the Companies (Appointment and Remuneration
with Companies (Corporate Social Responsibility of Managerial Personnel) Rules, 2014, the Company
40
43
in accordance with the policy of the Company on approved audit plans along with critical internal audit
materiality of related party transactions or which is findings presented by internal auditors, status of
required to be reported in Form No. AOC-2 in terms of implementation of audit recommendations, if any, and
Section 134(3)(h) read with Section 188 of the Act and adequacy of internal controls.
Rule 8(2) of the Companies (Accounts) Rules, 2014. Significant/Material orders passed by the Regulators
The Policy on materiality of related party transactions There are no significant/material orders passed by the
and dealing with related party transactions, as Regulators or Courts or Tribunals impacting the going
approved by the Board, is available on the website: concern status of the Company and its operations
www.pidilite.com. in future.
42
SOCIAL social & community services initiatives 45
community service initiatives for the During the year, the Company
assisted in the formation of 108
another 520 farmers have
begun organic farming
For enhancing the skill of
farmers, Agro ITI courses have
past several years, long before the new Farmer Clubs (covering by widely using Jivamrut been initiated at Agriculture
additional 1,500 farmers) in and Bijamrut. Research Station, Mahuva,
concept of corporate social Bhavnagar and Amreli Districts in collaboration with Junagadh
(for cotton, groundnut, onion, With respect to horticulture, Agriculture University (JAU)
responsibility came into being. and other relevant crops). With we have developed 6 wadis along with the successful
these additions, now there are (one-acre orchard) along with implementation of two
448 Farmer Clubs covering 5 shade nets for replication of batches. We also completed
over 13,000 farmers. vegetable and fruit crops. two batches of Agriculture
These orchards will increase courses at ITI Jafrabad.
Such initiatives are undertaken Data of 10,500 farmers have the income of farmers and
directly by the Company and been geo-tagged with area yield continuous income for
through various organisations, mapping on a digital portal.
such as Trivenikalyan This helps in enhanced analysis
Foundation (TKF), Gram for adoption of best practices,
Nirman Samaj (GNS), Shree such as soil management,
Gram Daxinamurti - Manar, intercropping, drip irrigation,
Hanumant Hospital (managed etc. Geo-tagging has
by Shree Hanumant Seva facilitated provision of
Medicare Trust), Shree Mahuva specific initiatives for farmers
Education Trust, The Balvant concerning improvement of
Parekh Centre for General yield and reduction in the cost
Semantics and Other Human of cultivation. About 65%
Sciences, Gram Daxinamurti, of the farmers actively used
Bhavnagar, Shri N N Mehta these recommendations which
Memorial Education Trust, resulted in a 12% decrease
Lokbharti Gram Vidyapeeth in the cost of cultivation for
Trust, Shri Balvant Parekh cotton and groundnut crops.
Science City and Gram Seva We have launched knowledge
Kendra Khadasli. As of now, series of booklets on various
most of these initiatives are crops and agricultural
centred on the villages of practices (cotton, groundnut,
Gujarat. However, seeing the onion, intercropping, animal
encouraging impact of these husbandry, soil and water
initiatives, the Company plans management and composting)
to conduct similar initiatives which has benefitted
in the surrounding areas of Farmer Clubs.
COMMITMENT
PIDILITE ANNUAL REPORT 2019-20
44
social & community services initiatives 47
acres of farmers’ land, which is and farmers are identified, out of the 40 gestating cows,
Low-cost technologies/ under implementation for their best practices are studied 30 have delivered female
methods like one farmer one expansion of aromatic crop and replicated with other calves and the rest will deliver
cow biogas model, shade net, cultivation. farmers. We observed average during August-September
fruit fly trap, inter cropping, increase in milk yield by 2020. Therefore, as of now we
Integrated Pest and Nutrient An in-house training centre 19% per animal. have achieved 100% success
Management (IPNM), mulching, for farmers is being provided, rate. The Company has also
border plantation, organic which will help in the transfer Our team of veterinary doctors
formulated special recipes conducted 3,800 artificial
farming, no-tillage farming, of knowledge from experts, inseminations last year with
etc. have been demonstrated scientists and universities for cattle feed. As per the
SHRI M B PAREKH REVIEWING THE
feedback of farmers, the cattle a 55% success rate.
46 along with 100% coverage to farmers. CENTRE'S PROGRESS AT MANAR
social & community services initiatives 49
the age group of 0-5 years were assessed from 351 Aanganwadis
to address the malnutrition problem in the district.
50
social & community services initiatives Education 53
1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be 5. Details of CSR spent during the financial year:
undertaken and a reference to the web-link to the CSR policy and projects or programs:
(a) Total amount to be spent for the financial year- 24.81 crores
(a) Focus areas: (b) Amount unspent, if any – Nil
The Company supports various bodies in carrying out activities in the areas of rural development, (c) Manner in which the amount spent during the financial year is detailed below:
education, health care, general semantics etc.
( in crores)
(b) CSR Objectives: Sr. CSR project or activities Sector in Location Amount Amount spent Cumulative Amount spent:
No. identified which the where outlay on the projects expenditure
To attain its CSR objectives in a professional manner and integrated manner, the main objectives are: projects are projects are (budget) or programs: upto the Direct or
covered undertaken projects reporting through
(1) To promote, carry out, support activities relating to: Education and Training including in Science (Direct and implementing
(state/ or period
and Technology, Humanities etc; Healthcare; Welfare of Children, Women, Senior Citizens and district) program Overhead agencies*
Differently Abled Persons; Employment enhancing Vocational skills; Sanitation; Water management; wise expenditure
on projects or
Agriculture; Horticulture; Milk and Animal Health; promotion of Farmer Producer Organisation; programs)
Swachtha Initiative; promotion of Culture; Art & Craft; Conservation of Natural Resources;
Promotion and development of traditional Arts & Handicrafts, Khadi and Handloom; Employment 1. Access to higher Promoting Gujarat/ 4.36 4.36 4.36 Direct and
education; programmes education Maharashtra through
Generation and Government Scheme System; Environment Sustainability; Science & Technology; for high school and implementing
Rural Development; Animal Welfare; welfare and development measures towards reducing secondary school teacher; agencies
inequalities faced by Socially and Economically Backward groups and such activities may include providing professional,
vocational courses for rural
establishing, supporting and / or granting aid to institutions engaged in any of the activities students; school & college
referred to above. with hostel only for girls
and women supporting
(2) To conduct and support studies & research; publish and support literature, publications & poor students for higher
promotion material; conduct and support discussions, lectures, workshops & seminars in any of the education etc.
areas covered above. 2. Assistance to Cancer Promoting Gujarat/ 5.68 5.68 5.68 Direct and
patients; supporting health care Maharashtra through
(3) To promote, carry out, support any activities covered in Schedule VII to the Companies Act, 2013, various activities of implementing
as amended from time to time. Hanumant hospital; agencies
diagnosis and treatment
In the financial year 2019-20, the Company has undertaken activities relating to promoting Education, of parkinson’s disease etc.
Healthcare, Rural Development and Sanitation.
3. Water resource Rural Gujarat 15.47 15.47 15.47 Direct and
management; development through
(c) Web-Link to the CSR Policy: infrastructure implementing
http://www.pidilite.com/corporate-governance/ (under the head “Policies & Codes”) development for agencies
agriculture; etc.
2. The Composition of the CSR Committee as on 31st March 2020 is as follows: 4. Miscellaneous Contribution Promoting Gujarat 0.79 0.79 0.79 Direct and
towards construction Sanitation through
(a) Shri Sanjeev Aga of toilets and Swachh implementing
Bharat Abhiyan agencies
(b) Shri N K Parekh
Total expenditure towards CSR 26.30 26.30 26.30
(c) Shri A B Parekh
*Implementing agencies: Balwant Parekh Centre for General Semantics and other Human Sciences; Triveni Kalyan
(d) Smt. Meera Shankar Education Trust; Gram Nirman Samaj Gram Vikas Yojna; Hanumant Seva Medicare Trust; Lokbharti Gram Vidyapeeth Trust;
Trivenikalyan Foundation; Rotary Charitable Trust, Vapi; Ravi Krupa Trust; B K Parekh Parkinson’s Disease & Movement
(e) *Shri Debabrata Gupta Disorder Society; Monghiben Balvihar Trust; Gram Daxina Murti; Indian Cancer Society; Gram Seva Kelavani Mandal Trust;
Dakshinamurty Vidyarthi Bhavan; Sadbhavna Trust; Hiralal Parekh Parivar Charitable Trust; Parkinson’s Disease & Movement
* With effect from 1st March 2020
Disorder Society; Inner Wheel Club of Bombay; Helping Hand Charitable Trust; Rotary Foundation For Education & Learning;
N. N. Mehta Memorial Education Trust; DDO Bhavnagar.
3. Average net profit of the Company (calculated as per Section 198 of the Companies Act, 2013)
for last three financial years:
6. In case the Company has failed to spend the two per cent of the average net profit of the last three
( in crores) financial years or any part thereof, the Company shall provide the reasons for not spending the amount
PIDILITE ANNUAL REPORT 2019-20
4. Prescribed CSR Expenditure (2% of the amount as in item 3 above): Place: Mumbai BHARAT PURI MEERA SHANKAR
58 24.81 crores Date: 17th June 2020 Managing Director Chairperson CSR Committee
Annexure 2 to the Directors’ Report 61
[Pursuant to Section 204(1) of the Companies (Not applicable to the Company during the provisions of Section 173 of the Act and a system The Members,
Act, 2013 and Rule No. 9 of the Companies Audit Period); exists for seeking and obtaining further information Pidilite Industries Limited,
(Appointment and Remuneration of Managerial (d) The Securities and Exchange Board of and clarifications on the agenda items before the Regent Chambers, 7th Floor,
Personnel) Rules, 2014] India (Share Based Employee Benefits) meeting and for meaningful participation at 208, Nariman Point,
Regulations, 2014 the meeting. Mumbai-400 021.
(e) The Securities and Exchange Board of All decisions at board meetings and committee Our report of even date is to be read along with
To,
India (Issue and Listing of Debt Securities) meetings were carried out unanimously as recorded in this letter.
The Members,
Regulations, 2008 (Not applicable to the the minutes of meetings of the Board of Directors or 1) Maintenance of secretarial record is the
Pidilite Industries Limited,
Company during the Audit Period); Committees of the Board, as the case may be. responsibility of the management of the
Regent Chambers, 7th Floor,
(f) The Securities and Exchange Board of India I further report that there are adequate systems and Company. Our responsibility is to express an
208, Nariman Point,
(Registrars to an Issue and Share Transfer processes in the Company commensurate with the size opinion on these secretarial records based on
Mumbai-400 021.
Agents) Regulations, 1993 regarding the and operations of the Company to monitor and ensure our audit.
I have conducted the secretarial audit of the compliance with applicable laws, rules, regulations
Companies Act and dealing with client; 2) We have followed the audit practices and
compliance of applicable statutory provisions and and guidelines.
the adherence to good corporate practices by Pidilite (g) The Securities and Exchange Board of India processes as were appropriate to obtain
(Delisting of Equity Shares) Regulations, I further report that during the audit period the reasonable assurance about the correctness
Industries Limited (hereinafter called the Company).
2009 (Not applicable to the Company Company has following specific events/ actions having of the contents of the Secretarial records.
Secretarial Audit was conducted in a manner that
during the Audit Period); a major bearing on the Company’s affairs in pursuance The verification was done on test basis to ensure
provided me a reasonable basis for evaluating the
(h) The Securities and Exchange Board of India of the above referred laws, rules, regulations, that correct facts are reflected in secretarial
corporate conducts/statutory compliances and
(Buyback of Securities) Regulations, 2018 guidelines, standards, etc. records. We believe that the processes and
expressing my opinion thereon.
(Not applicable to the Company during the - Special Resolution passed by the Members practices, we followed provide a reasonable basis
Based on my verification of the Company’s books,
Audit Period); and at the 50th AGM held on 6th August 2019 for for our opinion.
papers, minute books, forms and returns filed and
(i) The Securities and Exchange Board of re-appointment of Shri N. K. Parekh as Non- 3) We have not verified the correctness and
other records maintained by the Company and also
India (Listing Obligations and Disclosure Executive Director as required under regulation appropriateness of financial records and Books
the information provided by the Company, its officers,
Requirements) Regulations, 2015; 17(1A) of LODR Regulations, 2015
agents and authorised representatives during the of Accounts of the Company.
(vi) I further report that, having regard to the - Special Resolution passed by the Members
conduct of secretarial audit and considering practical 4) Where ever required, we have obtained
compliance system prevailing in the Company at the 50th AGM held on 6th August 2019
difficulties caused by lockdown imposed by state the Management representation about the
and on examination of the relevant documents for re-appointment of Shri B S Mehta as an
government due to Covid-19 pandemic, I hereby compliance of laws, rules and regulations and
and records in pursuance thereof, on test check Independent Director for a second consecutive
report that in my opinion, the Company has during happening of events, etc.
basis, the Company has complied with the term of five years upto 31st March 2024.
the audit period covering the financial year ended 5) The compliance of the provisions of Corporate
on 31st March 2020 (Audit Period) complied with following laws applicable specifically to - Special Resolution passed by the Members
at the 50th AGM held on 6th August 2019 for and other applicable laws, rules, regulations,
the statutory provisions listed hereunder and also the Company:
re-appointment of Shri Uday Khanna as an standards is the responsibility of management.
that the Company has proper Board-processes and (a) The Environment (Protection) Act, 1986 Our examination was limited to the verification of
Independent Director for a second consecutive
compliance-mechanism in place to the extent, in the (b) Hazardous Waste (Management & Handling) procedures on test basis.
term of five years upto 2nd April 2024.
manner and subject to the reporting made hereinafter: Rules 1989
- Special Resolution passed by the Members 6) The Secretarial audit report is neither an
I have examined the books, papers, minute books, (c) The Manufacture, Storage and Import of assurance as to the future viability of the
at the 50th AGM held on 6th August 2019 for
forms and returns filed and other records maintained Hazardous Chemicals Rules, 1989 Company nor of the efficacy or effectiveness
re-appointment of Smt. Meera Shankar as an
by the Company for the financial year ended on I have also examined compliance with the with which the management has conducted the
Independent Director for a second consecutive
31st March 2020 according to the provisions of: applicable clauses of the following: affairs of the Company.
term of five years upto 29th July 2024.
(i) The Companies Act, 2013 (`the Act’) and the (i) Secretarial Standards (i.e SS-1 relating to
- Company has entered into Joint Venture
rules made thereunder Board Meetings & SS-2 relating to General
agreement with Litokol S.p.A, Italy, Corporacion
(ii) The Securities Contracts (Regulation) Act, 1956 Meetings) issued by the Institute of Company
Empresarial Grupo Puma S.L., Spain and Chetana
(‘SCRA’) and the rules made thereunder; Secretaries of India.
Exponential Technologies Pvt. Ltd., India.
(iii) The Depositories Act, 1996 and the Regulations (ii) The Listing Agreements entered into by the
- Company has acquired 70% of share capital
and Bye-laws framed thereunder; Company with the Stock Exchanges.
of Tenax India Stone Products Pvt. Ltd., group
(iv) Foreign Exchange Management Act, 1999 and During the period under review, the Company has company of Tenax S.p.A, Italy.
the rules and regulations made thereunder to the complied with the provisions of the Act, Rules,
extent of Overseas Direct Investment Regulations, Guidelines, Standards, etc.
mentioned above. For M. M. SHETH & CO. For M. M. SHETH & CO.
PIDILITE ANNUAL REPORT 2019-20
a. Green Fuel: The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo
during the year in terms of actual outflows.
Large Boilers and Thermic Fluid Heaters are being operated with green fuel (Biomass) in place of
fossil fuels. During the year, by use of green fuels, your Company has saved 14.1 crores and ( in crores)
reduced 28,100 Tons of Eq. Co2 emission compared to use of conventional fuels. Year ended Year ended
31st March 2020 31st March 2019
b. Wind Energy:
i) Foreign exchange earned 601 543
Power generated through wind farm projects at Gujarat and Maharashtra is utilized in the
manufacturing units and corporate office in Mumbai. This use of power from windmills of ii) Foreign exchange used 911 972
49 Lakh KWH has resulted in saving of 4.2 Crores in the year.
c. Solar Energy:
During this year, the solar projects installed in 10 units have resulted in savings of 1.5 crores.
To further increase the use of renewable power, your Company has installed a solar on ground For and on behalf of the Board of Directors
project with a capacity of 1.8 MW which will be operational in due course. This is expected to result in
annual savings of 2.5 crores and raise the Company’s renewable power consumption from current
67 Lakh KWH to 99 Lakh KWH. Place: Mumbai M B Parekh
Date: 17th June 2020 Executive Chairman
3. The Capital Investment on Energy Conservation Equipments:
Capital Investment in energy conservation equipment was 2.95 crores during the year.
B) Technology absorption
PIDILITE ANNUAL REPORT 2019-20
(b) On completion of Balance 50% of of such Options. Number of options granted during the year Nil 12,500
24 months from the the options
In the case of Eligible Employee who has Number of options forfeited / lapsed during the year Nil 11,900
date of Grant
not completed 3 years of employment as
In the case of employees who have not on date of the grant of Options then the Number of options vested during the year Nil 1,55,850
completed 3 years of employment as on Options which are due for Vesting before
Number of options exercised during the year Nil 1,45,500
date of the grant then all options which are completion of 3 years as above, shall vest as
due for Vesting shall vest as per (a) and on the completion of 3 years of employment Number of shares arising as a result of exercise of options Nil 1,45,500
(b) above OR on the completion of 3 years in the Company by the Employee concerned
Money realized by exercise of options (INR) Nil 1,45,500
of employment in the Company by the or as may be approved by the Compensation
employee concerned whichever is later. Committee. Loan repaid by the Trust during the year from exercise price received N.A. N.A.
(d) Exercise price or As approved by the Shareholders in As approved by the Shareholders through
Options granted on 27.07.2015 – ESOS 2012 1 521.11
pricing formula the Annual General Meeting held on Postal Ballot which was declared on 2nd April
24th July 2012, the exercise price shall be 2016, the exercise price shall be 1/- per Options granted on 29.01.2016 – ESOS 2012 1 532.20/525.01
1/- per option. The exercise price of the option.
Options granted on 29.07.2016 – ESOS 2012 1 722.31
options granted till date is 1/- per option. The exercise price of the options granted till
date is 1/- per option. Options granted on 29.07.2016 – ESOP 2016 1 730.61
PIDILITE ANNUAL REPORT 2019-20
(e) Maximum term of All the options granted have been vested Out of the options granted, the last date Options granted on 09.11.2016 – ESOS 2012 1 661.86
options granted and have been exercised. No options have of vesting is 23rd January 2024. The vested
been granted in the year 2019-20. options need to be exercised within a Options granted on 08.11.2017 – ESOS 2016 1 734.15
maximum period of three years from the Options granted on 11.04.2018 – ESOP 2016 1 976.94
date of vesting of such options.
Options granted on 30.10.2018 – ESOP 2016 1 931.19/924.50
(f) Source of shares Primary Primary
(primary, secondary or Options granted on 23.01.2019 – ESOP 2016 1 1,112.48/1,127.85
combination)
Options granted on 13.05.2019 – ESOP 2016 1 1,124.69
(g) Variation in terms Not Applicable Not Applicable
of options Options granted on 23.01.2020 – ESOP 2016 1 1,449.90/1,444.56/1,433.92
64
Annexure 5 to the Directors’ Report 67
Please refer to “Notes to the Financial Statements – Note 46”. Sr. Name of the Company Address of the Company CIN/GLN Holding/ % of Applicable
No. Subsidiary/ Shares Section
Associate held*
1 Fevicol Company Ltd 7th Floor, Regent Chambers, U24295MH1979PLC021508 Subsidiary 100 2(87)(ii)
Jamnalal Bajaj Marg, 208
Nariman Point, Mumbai - 400 021
2 Madhumala Ventures 7th Floor, Regent Chambers, U24114MH1989PTC052007 Subsidiary 100 2(87)(ii)
Pvt Ltd (Formerly known Jamnalal Bajaj Marg, 208
as Madhumala Traders Nariman Point, Mumbai - 400 021
Pvt Ltd)
3 Bhimad Commercial 7th Floor, Regent Chambers, U24221MH1989PTC051999 Subsidiary 100 2(87)(ii)
Company Pvt Ltd Jamnalal Bajaj Marg, 208
Nariman Point, Mumbai - 400 021
4 Pagel Concrete 7th Floor, Regent Chambers, U26933MH1994PTC083342 Subsidiary 80 2(87)(ii)
Technologies Pvt Ltd Jamnalal Bajaj Marg, 208
Nariman Point, Mumbai - 400 021
5 Building Envelope 7th Floor, Regent Chambers, U24233MH2012PLC235431 Subsidiary 60 2(87)(ii)
Systems India Ltd Jamnalal Bajaj Marg, 208
Nariman Point, Mumbai - 400 021
6 Nina Percept Pvt Ltd # Office No. 401, A Wing, U74120MH2014PTC259216 Subsidiary 71.53 2(87)(ii)
4th Floor, Naman Midtown,
Senapati Bapat Marg, Elphinston
West, Mumbai-400 013
7 ICA Pidilite Pvt Ltd 403, 404, Satellite Silver, Andheri U24233MH2015PTC270308 Subsidiary 50 2(87)(i)
Kurla Road, Marol, Andheri East,
Mumbai-400 059
8 Cipy Poly Urethanes T-127, MIDC Industrial Area, U24219PN1994PTC083328 Subsidiary 70 2(87)(ii)
Pvt Ltd Bhosari Pune-411 026
9 Pidilite Litokol Pvt Ltd 7th Floor, Regent Chambers, U24293MH2019PTC331375 Subsidiary 60 2(87)(ii)
Jamnalal Bajaj Marg, 208
Nariman Point, Mumbai - 400 021
10 Pidilite C-Techos 7th Floor, Regent Chambers, U74999MH2019PTC330714 Subsidiary 60 2(87)(ii)
Pvt Ltd Jamnalal Bajaj Marg, 208
PIDILITE ANNUAL REPORT 2019-20
1 lakh
32 Pidilite Ventures LLC 3500 S DuPont Hwy, Dover, 6915230 Subsidiary 100 2(87)(ii)
ii Individual shareholders 71,70,119 - 71,70,119 1.41 53,41,595 - 53,41,595 1.05 (0.36)
19901, USA holding nominal share
33 Pidilite East Africa Ltd Odyssey Building, Muthithi PVT-9XUL3LM Subsidiary 55 2(87)(ii) capital in excess
Road, P.O. Box 18092-00500- of 1 lakh
Enterprise Road (c) Any Other
34 Vinyl Chemicals 7th Floor, Regent Chambers, L24100MH1986PLC039837 Associate 40.64 2(6) i Trust 2,50,546 - 2,50,546 0.05 3,35,016 - 3,35,016 0.07 0.02
(India) Ltd Jamnalal Bajaj Marg, 208
Sub-Total (B) (2) 5,28,64,377 18,14,711 5,46,79,088 10.76 5,25,82,216 14,09,285 5,39,91,501 10.63 (0.14)
Nariman Point, Mumbai - 400 021
Total Public Shareholding (B) = (B) 15,18,38,936 18,14,761 15,36,53,697 30.25 15,14,11,764 14,09,335 15,28,21,099 30.08 (0.17)
* % of Shares held is either directly or indirectly through subsidiary(ies) of the Company (1)+(B)(2)
# Refer to Note no. 56 (c) of the consolidated financial statements C. Shares held by Custodians for - - - - - - - - -
** 99% holding by Nina Percept Pvt Ltd and 1% holding by Bangladesh Speciality Chemicals Pvt. Ltd GDRs & ADRs
*** 25.2% holding by Pidilite Lanka (Private) Limited and 74.8% holding by Nina Percept Private Limited. Grand Total (A)+(B)+(C) 50,61,63,519 18,14,761 50,79,78,280 100.00 50,67,14,445 14,09,335 50,81,23,780 100.00
68
71
5 DEVKALYAN SALES PRIVATE LTD 2,62,24,280 5.16 0.00 2,62,24,280 5.16 0.00 0.00 4 27.05.2019 Inter se 1,00,000 0.02 35,43,24,583 69.75
transfer
6 ISHIJAS CHEMICALS PRIVATE LIMITED 2,48,62,038 4.89 0.00 2,48,62,038 4.89 0.00 0.00
7 MALA MADHUKAR PAREKH 95,98,618 1.89 0.00 95,98,618 1.89 0.00 0.00 5 27.06.2019 Gift of shares (7,11,000) (0.14) 35,36,13,583 69.61
8 HARTON PRIVATE LIMITED 1,23,57,634 2.43 0.00 1,23,57,634 2.43 0.00 0.00 6 27.06.2019 Gift of shares 7,11,000 0.14 35,43,24,583 69.75
THE VACUUM FORMING
9 1,14,62,186 2.26 0.00 1,14,62,186 2.26 0.00 0.00 7 27.06.2019 Gift of shares (40,00,000) (0.79) 35,03,24,583 68.95
COMPANY PVT LTD
10 BHARATI NARENDRAKUMAR PAREKH 57,72,323 1.14 0.00 17,72,323 0.35 0.00 (0.79) 8 27.06.2019 Gift of shares 40,00,000 0.79 35,43,24,583 69.74
11 PIDICHEM PVT LTD 83,63,916 1.65 0.00 85,83,916 1.69 0.00 0.04
9 26.07.2019 Gift of shares (500) 0.00 35,43,24,083 69.74
12 KALPANA APURVA PAREKH 99,43,079 1.96 0.00 85,77,079 1.69 0.00 (0.27)
10 26.09.2019 Market Sale (2,00,000) (0.04) 35,41,24,083 69.70
13 DARSHANA BIMAL MODY 57,41,535 1.13 0.00 57,41,535 1.13 0.00 0.00
14 AMI AJAY PAREKH 55,50,120 1.09 0.00 55,50,120 1.09 0.00 0.00 11 29.11.2019 Gift of shares (13,66,000) (0.27) 35,27,58,083 69.42
15 HIMATLAL KALYANJI PAREKH 166 0.00 0.00 0 0.00 0.00 0.00
12 29.11.2019 Gift of shares 13,66,000 0.27 35,41,24,083 69.69
16 JASNA RAOUL THACKERSEY 35,76,765 0.70 0.00 35,76,765 0.70 0.00 0.00
13 29.11.2019 ** 13,93,598 0.27 35,55,17,681 69.96
17 APURVA NARENDRAKUMAR PAREKH 30,76,918 0.61 0.00 30,76,918 0.61 0.00 0.00
18 MRUDULA SUSHILKUMAR PAREKH 15,47,527 0.30 0.00 15,47,527 0.30 0.00 0.00 14 27.12.2019 Gift of shares (1,84,500) (0.04) 35,53,33,181 69.93
19 MAITHILI PAREKH* 0 0.00 0.00 27,59,598 0.54 0.00 0.54 15 27.12.2019 Gift of shares 1,84,500 0.04 35,55,17,681 69.96
20 RASHMIKANT HIMATLAL PAREKH 37,16,904 0.73 0.00 34,32,570 0.68 0.00 (0.05)
16 05.02.2020 Market Sale (1,00,000) (0.02) 35,54,17,681 69.95
21 HARISH HIMATLAL PAREKH 34,38,443 0.68 0.00 33,38,443 0.66 0.00 (0.02)
22 AMRITA AJAY PAREKH 19,47,130 0.38 0.00 19,47,130 0.38 0.00 0.00 17 05.02.2020 Market Sale (1,00,000) (0.02) 35,53,17,681 69.93
KALVA MARKETING AND 18 12.02.2020 Market Sale (15,000) 0.00 35,53,02,681 69.92
23 13,82,628 0.27 0.00 13,82,628 0.27 0.00 0.00
SERVICES LTD
24 PARKEM DYES & CHEMICALS PVT LTD 14,36,510 0.28 0.00 14,36,510 0.28 0.00 0.00 19 26.02.2020 Gift of shares (1,00,000) (0.02) 35,52,02,681 69.90
25 PARUL HARISH PAREKH 14,45,074 0.28 0.00 14,45,074 0.28 0.00 0.00 20 26.02.2020 Gift of shares 1,00,000 0.02 35,53,02,681 69.92
26 KAMALINI RASHMIKANT PAREKH 10,56,055 0.21 0.00 11,06,055 0.22 0.00 0.01
At the end of the year 35,53,02,681 69.92
27 PURVEE APURVA PAREKH 7,93,299 0.16 0.00 7,93,299 0.16 0.00 0.00
28 PAREKH MARKETING LIMITED 8,56,700 0.17 0.00 8,56,700 0.17 0.00 0.00 **Ms. Maithili Parekh was added to the promoter group as she received 13,66,000 shares by way of gift from Ms. Kalpana Parekh (Promoter Group).
29 TRIVENIKALYAN TRADING PVT LTD 4,63,040 0.09 0.00 4,63,040 0.09 0.00 0.00 13,93,598 shares were already held by Ms. Maithili Parekh before transfer of shares by way of Gift.
30 ANUJA ANKUR SHAH 1,87,670 0.04 0.00 2,48,670 0.05 0.00 0.01
31 MALAY RASHMIKANT PAREKH 4,01,286 0.08 0.00 4,51,286 0.09 0.00 0.01
32 PAREET D SANGHAVI 0 0.00 0.00 0 0.00 0.00 0.00
33 JIMEET D SANGHAVI 0 0.00 0.00 1,00,000 0.02 0.00 0.02
34 PANNA DEEPAK SANGHAVI 8,54,891 0.17 0.00 7,39,891 0.15 0.00 (0.02)
35 HARSHADA HARVADAN VAKIL 8,04,929 0.16 0.00 8,04,929 0.16 0.00 0.00
36 HARVADAN 41,930 0.01 0.00 41,430 0.01 0.00 0.00
37 URVI MALAY PAREKH 39,663 0.01 0.00 50,663 0.01 0.00 0.00
PRAKASH SHAH TRUSTEE OF SANMP
PIDILITE ANNUAL REPORT 2019-20
*Ms. Maithili Parekh was added to the promoter group as she received 13,66,000 shares by way of gift from Ms. Kalpana Parekh (Promoter Group).
70 13,93,598 shares were already held by Ms. Maithili Parekh before transfer of shares by way of Gift.
73
05.07.2019 5,36,437 Transfer 1,55,15,781 3.05 07.06.2019 3,00,000 Transfer 1,66,55,595 3.28
28.06.2019 (63,756) Transfer 1,65,91,839 3.27
12.07.2019 85,424 Transfer 1,56,01,205 3.07
05.07.2019 (2,50,000) Transfer 1,63,41,839 3.22
19.07.2019 1,67,656 Transfer 1,57,68,861 3.10
12.07.2019 (4,34,000) Transfer 1,59,07,839 3.13
26.07.2019 4,02,522 Transfer 1,61,71,383 3.18 19.07.2019 (47,500) Transfer 1,58,60,339 3.12
30.07.2019 1,34,234 Transfer 1,63,05,617 3.21 26.07.2019 2,95,008 Transfer 1,61,55,347 3.18
02.08.2019 1,86,838 Transfer 1,64,92,455 3.25 02.08.2019 (13,000) Transfer 1,61,42,347 3.18
06.08.2019 53,000 Transfer 1,61,95,347 3.19
06.08.2019 1,48,861 Transfer 1,66,41,316 3.28
09.08.2019 3,28,888 Transfer 1,65,24,235 3.25
09.08.2019 1,900 Transfer 1,66,43,216 3.28
23.08.2019 1,27,819 Transfer 1,66,52,054 3.28
06.12.2019 66,931 Transfer 1,67,10,147 3.29 30.08.2019 22,000 Transfer 1,66,74,054 3.28
13.12.2019 1,27,700 Transfer 1,68,37,847 3.31 06.09.2019 (27,306) Transfer 1,66,46,748 3.28
20.12.2019 84,230 Transfer 1,69,22,077 3.33 13.09.2019 (3,176) Transfer 1,66,43,572 3.28
20.09.2019 (5,955) Transfer 1,66,37,617 3.28
31.12.2019 94,934 Transfer 1,70,17,011 3.35
27.09.2019 3,15,740 Transfer 1,69,53,357 3.34
03.01.2020 1,52,945 Transfer 1,71,69,956 3.38
11.10.2019 (6,64,512) Transfer 1,62,88,845 3.21
10.01.2020 3,15,996 Transfer 1,74,85,952 3.44 18.10.2019 (8,75,115) Transfer 1,54,13,730 3.03
17.01.2020 94,261 Transfer 1,75,80,213 3.46 25.10.2019 (10,93,105) Transfer 1,43,20,625 2.82
24.01.2020 2,13,025 Transfer 1,77,93,238 3.50 01.11.2019 (6,48,213) Transfer 1,36,72,412 2.69
08.11.2019 (1,48,858) Transfer 1,35,23,554 2.66
31.01.2020 14,361 Transfer 1,78,07,599 3.50
15.11.2019 (2,55,553) Transfer 1,32,68,001 2.61
14.02.2020 (1,05,777) Transfer 1,77,01,822 3.48 22.11.2019 (81,281) Transfer 1,31,86,720 2.60
21.02.2020 (2,45,714) Transfer 1,74,56,108 3.44 29.11.2019 (88,652) Transfer 1,30,98,068 2.58
28.02.2020 (3,35,890) Transfer 1,71,20,218 3.37 06.12.2019 (1,26,131) Transfer 1,29,71,937 2.55
13.12.2019 (425) Transfer 1,29,71,512 2.55
1,71,20,218 3.37 31.03.2020
20.12.2019 (1,00,373) Transfer 1,28,71,139 2.53
27.12.2019 (50) Transfer 1,28,71,089 2.53
03.01.2020 (14,721) Transfer 1,28,56,368 2.53
10.01.2020 (4,000) Transfer 1,28,52,368 2.53
17.01.2020 (114) Transfer 1,28,52,254 2.53
24.01.2020 1,99,899 Transfer 1,30,52,153 2.57
31.01.2020 3,88,026 Transfer 1,34,40,179 2.65
PIDILITE ANNUAL REPORT 2019-20
19.07.2019 (14,566) Transfer 16,03,847 0.32 1 M B Parekh 5,27,62,286 10.39 01.04.2019 5,27,62,286 10.39
(7,11,000)# 5,20,51,286 10.25
26.07.2019 (13,739) Transfer 15,90,108 0.31
5,20,51,286 10.39 31.03.2020
30.07.2019 (45,466) Transfer 15,44,642 0.30
2 N K Parekh 5,42,73,688 10.69 01.04.2019 NIL movement during the year 5,42,73,688 10.69
02.08.2019 (23,515) Transfer 15,21,127 0.30
5,42,73,688 10.69 31.03.2020
30.08.2019 921 Transfer 15,22,048 0.30
3 A B Parekh 4,74,33,489 9.34 01.04.2019 NIL movement during the year 4,74,33,489 9.34
13.09.2019 (21,188) Transfer 15,00,860 0.30
4,74,33,489 9.34 31.03.2020
20.09.2019 (30,243) Transfer 14,70,617 0.29
4 B S Mehta 24,716 0 01.04.2019 NIL movement during the year 24,716 0.00
27.09.2019 (56,103) Transfer 14,14,514 0.28 24,716 0 31.03.2020
01.11.2019 (40,779) Transfer 13,73,735 0.27 5 A N Parekh 30,76,918 0.61 01.04.2019 NIL movement during the year 30,76,918 0.61
08.11.2019 47,825 Transfer 14,21,560 0.28 30,76,918 0.61 31.03.2020
13.12.2019 (41,028) Transfer 13,80,532 0.27 6 Bharat Puri 2,00,000 0.04 01.04.2019 2,00,000 0.04
(also Key Managerial
20.12.2019 1,05,519 Transfer 14,86,051 0.29 Personnel) 19.03.2020 1,10,000* 3,10,000
3,10,000 0.06 31.03.2020
27.12.2019 24,076 Transfer 15,10,127 0.30
7 Sanjeev Aga 798 0 01.04.2019 NIL movement during the year 798 0
10.01.2020 (48,385) Transfer 14,61,742 0.29
798 0 31.03.2020
17.01.2020 (39,196) Transfer 14,22,546 0.28
8 Uday Khanna 5,000 0 01.04.2019 NIL movement during the year 5,000 0
24.01.2020 (50,332) Transfer 13,72,214 0.27
5,000 0 31.03.2020
31.01.2020 (81,746) Transfer 12,90,468 0.25
9 Meera Shankar 0 0 01.04.2019 NIL movement during the year 0 0
06.03.2020 63,393 Transfer 13,53,861 0.27
0 0 31.03.2020
13.03.2020 38,003 Transfer 13,91,864 0.27 10 Sabyaschi Patnaik 5,100 0 01.04.2019 5,100 0
(upto 29.02.2020)
31.03.2020 15,051 Transfer 14,06,915 0.28 19.03.2020 2,650* 7,750
14,06,915 0.28 31.03.2020 7,750 0 31.03.2020
11 Vinod Kumar Dasari 0 0 01.04.2019 NIL movement during the year 0 0
0 0 31.03.2020
0 0 31.03.2020
13 Debabrata Gupta 0 0 01.03.2020 NIL movement during the period 0 0
(w.e.f. 01.03.2020)
0 0 31.03.2020
Shareholding of Key Managerial Personnel :
1 Puneet Bansal 100 0 01.04.2019 NIL movement during the year 100 0
100 0 31.03.2020
PIDILITE ANNUAL REPORT 2019-20
#Gift of Shares
*Shares alloted during the year under ESOP-2016
78
81
Indebtedness at the end of the financial year ( as on Ceiling as per the Act Remuneration paid is within the ceiling limits calculated as per Section 198 of the Companies Act 2013
31.03.2020) * Represents options which have vested and exercised
# Commission for the financial year 2018-19 paid in 2019-20
i. Principal Amount - - - -
^ Ceased to be a Director w.e.f. end of business hours of 29th February 2020
ii. Interest due but not paid - - - - $ Appointed w.e.f. 1st March 2020 (Amount in )
B. Remuneration to other Directors:
iii. Interest accrued but not due - - - -
1 Independent Directors:
Total (i+ii+iii) - - - - Name of Director Fee for attending Commission# Others Total
Board/Committee
meetings
Shri B S Mehta 3,90,000 20,00,000 - 23,90,000
Shri Sanjeev Aga 5,22,000 20,00,000 - 25,22,000
Shri Uday Khanna 3,60,000 20,00,000 - 23,60,000
Smt. Meera Shankar 2,10,000 20,00,000 - 22,10,000
Shri Vinod Kumar Dasari 2,10,000 20,00,000 - 22,10,000
Shri Piyush Pandey 1,80,000 20,00,000 - 21,80,000
Total (1) 1,38,72,000
2 Non-Executive/Promoter Director:
Shri N K Parekh 7,50,000 20,00,000 - 27,50,000
(Non Executive Vice Chairman)
Total (2) - 27,50,000
*upto 24.05.2019 ** w.e.f. 18.11.2019 ***Options granted have not yet vested
VII. Penalties / Punishment / Compounding of Offences
80 There were no penalties, punishment, compounding of offences for the year ending 31st March 2020.
Annexure 6 to the Directors’ Report Dividend Distribution Policy 83
Sr. Name of Director Designation Ratio of remuneration % increase The Board of Directors (“Board”) of Pidilite Industries Limited has adopted this Dividend Distribution Policy
No. of Director to the to comply with these Regulations.
Median remuneration
The objective of the Policy is to lay down the parameters that are required to be considered by the Board of
1 Shri M B Parekh Executive Chairman 74.07 4.12% the Company for declaration of Dividend from time to time.
2 Shri N K Parekh Vice Chairman 4.91 (3.17%)
2. Scope:
3 Shri Bharat Puri Managing Director 569.82 23.30%
4 Shri A B Parekh Whole time Director 118.99 3.73% The Company currently has only one class of shares i.e. equity, for which the Policy is applicable. The Policy
is subject to review if and when the Company issues different classes of shares.
5 Shri A N Parekh Whole time Director 101.30 4.46%
6 Shri B S Mehta Director 4.27 (5.91%) 3. Dividend:
7 Shri Sanjeev Aga Director 4.50 2.44% Dividend represents the profit of the Company, which is distributed to the shareholders in proportion to the
8 Shri Uday Khanna Director 4.21 (2.48%) amount paid-up on the equity shares held by them. The term ‘Dividend’ includes Interim Dividend.
9 Smt Meera Shankar Director 3.95 (1.34%)
4. Parameters and factors for declaration of dividend:
10 Shri Sabyaschi Patnaik * Whole time Director 47.98 3.11%
The Company shall ensure compliance of the provisions of Companies Act, 2013 (“the Act”) read with the
11 Shri Vinod Kumar Dasari Director 3.95 1.38% Rules and the following financial parameters and internal and external factors shall also be considered:-
12 Shri Piyush Pandey Director 3.89 2.84%
Financial Parameters and Internal Factors:
13 Shri Debabrata Gupta Whole time Director - ~
i. Distributable Surplus available as per relevant statutory regulations
B. Percentage increase in remuneration of Company Secretary and Chief Financial Officer for the financial
year 2019-20 is as follows: ii. Past dividend payout trends of the Company
Notes:
vii. Current year’s profits and future outlook in light of the development of internal and external
1. The aforesaid details are calculated on the basis of remuneration paid during the financial year 2019-20. environment
2. The remuneration to Non Executive Directors comprises of sitting fees and commission paid to them during the financial year 2019-20.
viii. Prevailing Taxation Policy or any amendments expected thereof, with respect to Dividend distribution
3. The median remuneration is 5,60,004/- for the financial year 2019-20.
4. * Shri Sabyaschi Patnaik was the Whole Time Director of the Company upto 29th February 2020. ix. Operating cash flows and treasury position keeping in view the total debt to equity ratio
5. ~ % increase in remuneration is not given as Shri Debabrata Gupta was appointed as the Whole Time Director of the Company
w.e.f. 1st March 2020. x. Possibilities of alternate usage of cash, e.g. capital expenditure etc., with potential to create greater
6. ^ % increase in remuneration is not given as the payment for the financial year 2019-20 was only for part of the year. value for shareholders
7. # % increase in remuneration is not given as the payment for financial year 2018-19 was only for part of the year.
xi. Providing for unforeseen events and contingencies with financial implications
8. The remuneration to Directors is within the overall limits approved by the shareholders.
xii. Such other factors and/ or material events which the Company’s Board may consider
C. Percentage increase in the median remuneration of employee in the financial year 2019-20: 7.60%
External Factors:
D. Number of permanent employees on the rolls of the Company as on 31st March 2020: 6,064
i. Economic environment
E. Average percentage increase already made in the salaries of employees other than the managerial
PIDILITE ANNUAL REPORT 2019-20
personnel in the last financial year and its comparison with the percentage increase in the managerial ii. Capital markets
remuneration and justification thereof and point out if there are any exceptional circumstances for iii. Inorganic growth plans
increase in the managerial remuneration:
iv. Statutory provisions and guidelines
Increase in remuneration is based on Remuneration Policy of the Company.
v. Dividend pay-out ratios across industries
Average increase in salary of all employees in 2019-20 compared to 2018-19: 11.38%
5. Circumstances under which the shareholders of the Company may or may not expect dividend:
F. Affirmation:
The Board will assess the Company’s financial requirements, including present and future organic and
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) inorganic growth opportunities and other relevant factors (as mentioned in this policy) and declare
Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Dividend in any financial year.
82 Management is as per the Remuneration Policy of the Company.
Remuneration Policy 85
In the event of a conflict between this policy and the statutory provisions, the statutory provisions B. Remuneration Policy for Non-Executive Directors
shall prevail. Non-Executive Directors of a Company’s Board of Directors add substantial value to the Company through their
contribution to the Management of the Company. In addition they also play an appropriate control role. For best
8. Modification of the Policy:
utilizing the Non-Executive Directors, the Company has constituted certain Committees of the Board.
The Board is authorised to change or amend this policy from time to time at its sole discretion and/or Remuneration payable:
in pursuance of any amendments made in the Act, the Regulations, or any other applicable law.
Sr.
The modifications, if any, made to the policy shall be disclosed on the website and in the Annual Report. No.
Particulars Remuneration* Remarks
9. Review of the Policy: 1 Commission 20,00,000 per annum a) On the basis of Company’s Performance and
per Director at a rate not exceeding 1% per annum of the
The Board may review the Dividend Distribution Policy of the Company as appropriate. profits of the Company distributed uniformly
among the Directors.
10. Disclosure of Policy:
b) Approval - Shareholders
This Policy shall be disclosed in the Annual Report of the Company and placed on the Company’s website, 2 Sitting Fees: 30,000 per meeting a) Within the limits prescribed by the
www.pidilite.com For Board Meetings Companies Act.
b) Approval – Board
3 a) For Committee Meetings 30,000 per meeting for a) Within the limits prescribed by the
Nomination and Remuneration Companies Act.
Committee, Audit Committee, b) Approval – Board
Corporate Social Responsibility
(An Independent Director shall not be
Committee and Risk
entitled to any stock option.)
Management Committee
b) For Finance Committee, 12,000 per meeting
Share Transfer Committee,
Stakeholders Relationship
Committee and other
Committee meetings
qualifications and experience of the employee, responsibilities handled his/her individual performance
etc. The annual variable pay of senior managers is linked to the Company’s performance, the
performance of the respective divisions/functions they are attached to and their individual
performance for the relevant year is measured against specific major performance areas which are
closely aligned to the Company’s objectives.
4. The performance incentive is based on internally developed detailed performance related matrix which
is verified by the HR department.
5. Annual increase in fixed remuneration is reviewed and then approved by the Nomination and
Remuneration Committee.
84
Business Responsibility Report 87
8. List three key products/services that the Company manufactures/provides (as in balance sheet) 2 Name Shri A B Parekh
(i) Adhesives & Sealants
3 Designation Whole Time Director
(ii) Construction Chemicals/ Paint Chemicals
(iii) Art & Craft Materials (b) Details of the BR head:
For additional information on segment wise products/services, please refer to “Notes to the Financial
Sr.
Statements- Note 42. Particulars Details
No.
9. Total number of locations where business activity is undertaken by the Company:
1 DIN Number 07183784 - Shri Sabyaschi Patnaik
(a) Number of International Locations: 6 Branches and Representative offices (On Standalone basis)
01500784 - Shri Debabrata Gupta
(b) Number of National Locations:
2 Name Shri Sabyaschi Patnaik
PIDILITE ANNUAL REPORT 2019-20
(upto 29.02.2020)
Manufacturing locations (States / Union 9
Territories) Shri Debabrata Gupta
(w.e.f 01.03.2020)
Regional offices 8
3 Designation Director – Operations
10. Markets served by the Company – The Company’s products have a pan India presence and the products are
4 Telephone number 022- 2835 7313
also marketed in several countries like UAE, USA, Nigeria, Bangladesh, Sri Lanka, Nepal, Singapore, China,
Indonesia, Thailand, Egypt, Brazil, Bahrain, Qatar, Oman, Myanmar, Ethiopia, Kenya, France, Germany, Italy, 5 e-mail id [email protected]
Saudi Arabia, Tanzania, Hongkong, UK, Kuwait, Australia etc.
86
89
88
91
1. Child labour / forced labour / Nil Nil The Company has its representation in several business and industrial association and is a member of the
involuntary labour following trade / chamber / association:
2. Sexual harassment 1 1 • Federation of Indian Chambers of Commerce and Industry
Principle 6: Businesses should respect, protect and make efforts to restore the environment:
In Bhavnagar district, in cooperation with Gujarat Government, the Company has undertaken large scale
watershed development work. This involves building of check dams, ponds, recharging of wells as well as
desilting of existing water structures. This has resulted in recharging of ground water in several parts of the
district. Additionally, regular tree plantation drives have been undertaken through farmer clubs, schools and
other local organisations.
PIDILITE ANNUAL REPORT 2019-20
Large boilers and thermic fluid heaters are being operated with green fuel (Biomass) in place of fossil fuels.
The Company generates renewable energy through windmill and solar power units. Additional solar power
units are being installed at various manufacturing unit locations.
90
INDEPENDENT AUDITOR’S REPORT 93
Report on the Audit of the Standalone Financial Key Audit Matter Principal audit procedures Key Audit Matter Principal audit procedures
Information Other than the Financial Statements and
Statements performed performed Auditor’s Report Thereon
Opinion We performed the following The Company’s Board of Directors is responsible for
Existence and condition Impairment of Investment To evaluate impairment of
of Inventories of raw and alternate audit procedures to the other information. The other information comprises
We have audited the accompanying standalone in certain subsidiaries investment in these two
Packing Material, Work-in- audit the existence and (Refer Note 7 of the subsidiaries, our procedures the information included in the Management Discussion
financial statements of Pidilite Industries Limited
progress, finished goods condition of inventories as Standalone Financial included: and Analysis, Directors’ Report including Annexures
(“the Company”), which comprise the Balance Sheet
and stock In trade (Refer per the guidance provided Statements) to Directors’ Report, Business Responsibility Report,
as at 31st March 2020, and the Statement of Profit
note 16 to the standalone in SA 501 “Audit Evidence – Corporate Governance and Information for Shareholder
and Loss (including Other Comprehensive Income), Specific Considerations for
financial statements) The standalone financial a. Evaluated the design and but does not include the consolidated financial
the Statement of Cash Flows and the Statement of Selected Items”, as at the statements of the Company implementation of the statements, standalone financial statements and our
Changes in Equity for the year then ended, and a year-end, since we were not includes investment in controls over identification auditor’s report thereon.
summary of significant accounting policies and other able to physically observe two subsidiaries, located of impairment indicators
explanatory information. the physical verification of at Brazil and Middle East, and review of the • Our opinion on the standalone financial statements
inventories: does not cover the other information and we do not
In our opinion and to the best of our information and aggregating to 138.62 impairment assessment of
according to the explanations given to us, the aforesaid The Company has a policy Evaluated the design and crores (as at 31st March investment in subsidiaries express any form of assurance conclusion thereon.
standalone financial statements give the information of performing physical implementation of the 2020) which is measured and tested the operating
at cost less impairment and effectiveness of these • In connection with our audit of the standalone
required by the Companies Act, 2013 (“the Act”) in verification of inventories, controls over physical
is tested for impairment controls. financial statements, our responsibility is to read the
the manner so required and give a true and fair view with the assistance of verification of inventory
annually. other information and, in doing so, consider whether
in conformity with the Indian Accounting Standards appointed independent third and tested the operating
parties, on a cyclical basis, as effectiveness of these the other information is materially inconsistent with
prescribed under section 133 of the Act read with the Due to material accumulated b. Assessed the
per plan, for all its locations, controls throughout the standalone financial statements or our knowledge
Companies (Indian Accounting Standards) Rules, 2015, losses being incurred by appropriateness and
throughout the year. the year. obtained during the course of our audit or otherwise
as amended, (“Ind AS”) and other accounting principles these subsidiaries, the reasonableness of the appears to be materially misstated.
generally accepted in India, of the state of affairs of In accordance with such Due to the COVID-19 related Company’s management forecast cash flows
the Company as at 31st March 2020, and its profit total cyclical plan, physical lock-down we were not able has tested these within the budgeted • If, based on the work we have performed, we
comprehensive income, its cash flows and the changes verification of inventories for to participate in the physical investments for impairment period based on the conclude that there is a material misstatement of this
in equity for the year ended on that date. certain locations which was verification of inventory in accordance with Ind AS understanding of the other information, we are required to report that fact.
planned to be performed as that was carried out by the business and after
36. For impairment testing, We have nothing to report in this regard.
Basis for Opinion at year-end, was performed management subsequent
management determines considering the possible
by the management to the year-end at certain Management’s Responsibility for the Standalone
We conducted our audit of the standalone financial recoverable amount, using impact due to Covid-19.
subsequent to the year-end, locations. Consequently, we Financial Statements
statements in accordance with the Standards on cash flow projections, which
which we were unable to have performed the following c. Considered historical
Auditing specified under section 143(10) of the Act represent management’s The Company’s Board of Directors is responsible
physically observe, due to alternate procedures to audit forecasting accuracy, by
(SAs). Our responsibilities under those Standards are the restrictions imposed on the existence and condition of best estimate about future
comparing previously for the matters stated in section 134(5) of the Act
further described in the Auditor’s Responsibility for the account of COVID-19. inventory: developments and takes into
forecasted cash flows to with respect to the preparation of these standalone
Audit of the Standalone Financial Statements section account past experience.
The total value of inventory actual results achieved. financial statements that give a true and fair view of
a. Observed the physical
of our report. We are independent of the Company as at 31st March 2020 is Key assumptions on the financial position, financial performance including
verification of inventories
in accordance with the Code of Ethics issued by the 730.49 crores. which management has d. Compared the assumptions other comprehensive income, cash flows and changes
carried out by the Manag-
Institute of Chartered Accountants of India (ICAI) ement at the selected
based its determination of made by the management in equity of the Company in accordance with the Ind
together with the ethical requirements that are relevant recoverable amount include of the Company with
locations subsequent to AS and other accounting principles generally accepted
to our audit of the standalone financial statements year-end through virtual estimated long-term growth comparable benchmarks in
in India. This responsibility also includes maintenance
under the provisions of the Act and the Rules made mediums, to determine rates, weighted average cost relation to key inputs such
of adequate accounting records in accordance with
thereunder, and we have fulfilled our other ethical existence and condition of of capital, Sales growth rate as long-term growth rates
and estimated operating and discount rates with the
the provisions of the Act for safeguarding the assets of
responsibilities in accordance with these requirements inventory and on a sample
margins. Management assistance of our fair value the Company and for preventing and detecting frauds
and the ICAI’s Code of Ethics. We believe that the audit basis performed roll back
procedures to arrive at the has obtained fair value specialists. and other irregularities; selection and application of
evidence obtained by us is sufficient and appropriate to
quantities at the balance of investments from appropriate accounting policies; making judgments
provide a basis for our audit opinion on the standalone
sheet date. independent valuation e. Performed sensitivity and estimates that are reasonable and prudent; and
financial statements.
experts for investments in analysis on the key design, implementation and maintenance of adequate
b. For stocks held at third assumptions such as
Key Audit Matters the said two subsidiaries. internal financial controls, that were operating effectively
PIDILITE ANNUAL REPORT 2019-20
94
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT 97
Report on the Internal Financial Controls Over Financial Meaning of Internal Financial Controls Over Financial i) a) The Company has maintained proper v) According to the information and explanations
Reporting under Clause (i) of Sub-section 3 of Section Reporting records showing full particulars, including given to us, the Company has not accepted any
143 of the Companies Act, 2013 (“the Act”) A company’s internal financial control over financial quantitative details and situation of fixed deposit during the year. In respect of unclaimed
We have audited the internal financial controls over reporting is a process designed to provide reasonable assets. deposits, the Company has complied with the
financial reporting of Pidilite Industries Limited (“the assurance regarding the reliability of financial reporting
Company”) as of 31st March 2020 in conjunction with our and the preparation of financial statements for external provisions of Sections 73 to 76 or any other
b) The fixed assets were physically verified relevant provisions of the Companies Act, 2013.
audit of the standalone Ind AS financial statements of purposes in accordance with generally accepted
the Company for the year ended on that date. accounting principles. A company’s internal financial during the year by the Management in
Management’s Responsibility for Internal control over financial reporting includes those policies accordance with a regular programme of vi) The maintenance of cost records has been
and procedures that verification which, in our opinion, provides specified by the Central Government under
Financial Controls
(1) pertain to the maintenance of records that, in for physical verification of all the fixed assets section 148(1) of the Companies Act, 2013.
The Company’s management is responsible for
reasonable detail, accurately and fairly reflect the
establishing and maintaining internal financial controls at reasonable intervals. According to the We have broadly reviewed the cost records
transactions and dispositions of the assets of the
based on the internal control over financial reporting information and explanation given to us, no maintained by the Company pursuant to the
company;
criteria established by the Company considering the
essential components of internal control stated in the (2) provide reasonable assurance that transactions are material discrepancies were noticed on Companies (Cost Records and Audit) Rules,
Guidance Note on Audit of Internal Financial Controls recorded as necessary to permit preparation of such verification. 2014, as amended prescribed by the Central
Over Financial Reporting issued by the Institute of financial statements in accordance with generally
Government under sub-section (1) of Section
Chartered Accountants of India. These responsibilities accepted accounting principles, and that receipts c) According to the information and
and expenditures of the company are being 148 of the Companies Act, 2013, and are of the
include the design, implementation and maintenance of explanations given to us and the records
adequate internal financial controls that were operating made only in accordance with authorisations of opinion that, prima facie, the prescribed cost
management and directors of the company; and examined by us and based on the records have been made and maintained. We
effectively for ensuring the orderly and efficient conduct
of its business, including adherence to company’s (3) provide reasonable assurance regarding prevention examination of the registered sale deed/ have, however, not made a detailed examination
policies, the safeguarding of its assets, the prevention or timely detection of unauthorised acquisition, use, transfer deed/ conveyance deed provided to of the cost records with a view to determine
and detection of frauds and errors, the accuracy and or disposition of the company’s assets that could us, we report that, the title deeds, comprising
completeness of the accounting records, and the timely have a material effect on the financial statements. whether they are accurate or complete.
all the immovable properties of land and
preparation of reliable financial information, as required Inherent Limitations of Internal Financial Controls Over
under the Companies Act, 2013. buildings which are freehold, are held in the vii) According to the information and explanations
Financial Reporting
Auditor’s Responsibility name of the Company as at the balance sheet given to us, in respect of statutory dues:
Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility date. In respect of immovable properties
Our responsibility is to express an opinion on the a) The Company has generally been regular
Company’s internal financial controls over financial of collusion or improper management override of of land and buildings that have been taken
reporting of the Company based on our audit. We controls, material misstatements due to error or fraud on lease and disclosed as fixed asset in the in depositing undisputed statutory dues,
conducted our audit in accordance with the Guidance may occur and not be detected. Also, projections of any including Provident Fund, Employees’ State
financial statements, the lease agreements
Note on Audit of Internal Financial Controls Over evaluation of the internal financial controls over financial Insurance, Income-tax, Goods and Service
reporting to future periods are subject to the risk that are in the name of the Company, where the
Financial Reporting (the “Guidance Note”) issued by Tax, Customs Duty, Cess and other material
the Institute of Chartered Accountants of India and the the internal financial control over financial reporting may Company is the lessee in the agreement.
become inadequate because of changes in conditions, statutory dues applicable to it to the
Standards on Auditing prescribed under Section 143(10)
of the Companies Act, 2013, to the extent applicable to or that the degree of compliance with the policies or ii) As explained to us, the inventories were appropriate authorities.
an audit of internal financial controls. Those Standards procedures may deteriorate. physically verified during the year by the
and the Guidance Note require that we comply with Opinion Management at reasonable intervals and no b) There were no undisputed amounts payable
ethical requirements and plan and perform the audit to In our opinion, to the best of our information and in respect of Provident Fund, Employees’
material discrepancies were noticed on physical
obtain reasonable assurance about whether adequate according to the explanations given to us, the Company State Insurance, Income-tax, Goods and
internal financial controls over financial reporting verification.
has, in all material respects, an adequate internal financial Service Tax, Customs Duty, Cess and other
was established and maintained and if such controls controls system over financial reporting and such internal
operated effectively in all material respects. iii) The Company has not granted any loans, secured material statutory dues in arrears as at
financial controls over financial reporting were operating
Our audit involves performing procedures to obtain effectively as at 31st March 2020, based on the criteria or unsecured, to companies, firms, Limited 31st March 2020 for a period of more than
audit evidence about the adequacy of the internal for internal financial control over financial reporting Liability Partnerships or other parties covered in six months from the date they became
financial controls system over financial reporting and established by the Company considering the essential the register maintained under section 189 of the payable.
their operating effectiveness. Our audit of internal components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Companies Act, 2013.
financial controls over financial reporting included
PIDILITE ANNUAL REPORT 2019-20
obtaining an understanding of internal financial controls Financial Reporting issued by the Institute of Chartered
Accountants of India. iv) In our opinion and according to the information
over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the and explanations given to us, the Company has
For DELOITTE HASKINS & SELLS LLP complied with the provisions of Sections 185 and
design and operating effectiveness of internal control
Chartered Accountants
based on the assessed risk. The procedures selected 186 of the Companies Act, 2013 in respect of
(Firm’s Registration No. 117366W/W-100018)
depend on the auditor’s judgement, including the
grant of loans, making investments and providing
assessment of the risks of material misstatement of the N. K. Jain
financial statements, whether due to fraud or error. Partner guarantees and securities, as applicable.
We believe that the audit evidence we have obtained (Membership No. 045474)
is sufficient and appropriate to provide a basis for UDIN: 20045474AAAABF7632
our audit opinion on the Company’s internal financial Place: Mumbai
96 controls system over financial reporting. Date: 17th June 2020
99
Sales Tax in Sales Tax Tribunal 1999-00 to 2000-01, 2002-03, 2004-05 to 36.80
Various States 2016-17
* Net of 29.87 crores paid under protest # Net of 0.03 crores paid under protest
** Net of 0.17 crores paid under protest ^ Net of 29.36 crores paid under protest
@ Net of 0.33 crores paid under protest
There are no dues of Customs Duty which have not been deposited as on 31st March 2020 on account of disputes
98
Statement of Balance Sheet Statement of Profit and Loss 101
( in crores)
( in crores)
a. Equity Share Capital
For the year ended For the year ended
Amount 31st March 2020 31st March 2019
Balance as at 1st April 2018 50.78 A Cash Flows From Operating Activities
Changes in equity share capital during the year Profit before tax for the year 1,436.95 1,376.45
Issue of equity shares under Employee Stock Option Scheme - 2012 (refer Note 46) 0.01
Adjustments for:
Issue of equity shares under Employee Stock Option Plan - 2016* (refer Note 46) 0.00
Finance costs recognised in Statement of Profit and Loss 13.40 7.14
Balance as at 31st March 2019 50.80
Interest income recognised in Statement of Profit and Loss (5.93) (16.31)
Changes in equity share capital during the year
Issue of equity shares under Employee Stock Option Plan - 2016 (refer Note 46) 0.01 Dividend income recognised in Statement of Profit and Loss (13.38) (26.92)
( in crores) Net gain arising on Financial Assets designated at FVTPL (110.39) (87.64)
Exercised during the year - - - - 1.64 - - 1.64 Trade Receivables (17.94) (92.71)
Amortised during the year - - - - 9.51 - - 9.51
Inventories 3.81 (103.36)
Lapsed during the year - - - - (0.52) - - (0.52)
Non-Current Loans (1.10) 0.38
Balance as at 31st March 2019 0.34 10.01 0.50 0.95 9.65 1,335.38 2,779.09 4,135.92
Current Loans (10.00) (2.16)
Profit for the year - - - - - - 1,101.62 1,101.62
Other Comprehensive Income for the - - - - - - (11.20) (11.20) Other Non-Current Financial Assets 5.39 (6.82)
year, net of income tax
Other Current Financial Assets 1.02 (0.66)
Payment of dividends - - - - - - (826.76) (826.76)
(including tax thereon)
Other Non-Current Non Financial Assets 2.83 (2.70)
Recognition of share-based payments - 13.20 - - 1.24 - - 14.44
(refer Note 46) Other Current Non Financial Assets (25.70) 20.90
Transferred to Securities Premium on - 13.20 - - (13.20) - - -
Options exercised during the year Increase/ (Decrease) in Operating Liabilities
Amortised and exercised during the year - - - - 14.84 - - 14.84 Trade Payables 37.89 18.55
Lapsed during the year - - - - (0.40) - - (0.40)
PIDILITE ANNUAL REPORT 2019-20
In terms of our report attached Other Current Non Financial Liabilities 32.60 7.96
For DELOITTE HASKINS & SELLS LLP FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Cash generated from Operations 1,602.88 1,239.09
Chartered Accountants
N. K. JAIN BHARAT PURI M B PAREKH Taxes paid (net of refunds) (375.92) (385.94)
Partner Managing Director Executive Chairman
DIN: 02173566 DIN: 00180955 Net Cash generated from Operating Activities [A] 1,226.96 853.15
PRADIP KUMAR MENON PUNEET BANSAL
Chief Financial Officer Company Secretary
102 Place: Mumbai Place: Mumbai
Date: 17th June 2020 Date: 17th June 2020
Statement of Cash Flows Notes forming part of the 105
financial statements
( in crores)
1 Corporate information
For the year ended For the year ended
31st March 2020 31st March 2019 Pidilite Industries Limited, together with its subsidiaries are pioneers in consumer and industrial speciality
B Cash Flows from Investing Activities
chemicals in India. The equity shares of the Company are listed on BSE Ltd (BSE) and National Stock Exchange
of India Ltd (NSE).
Payments for purchase of Property, Plant and Equipment, (413.61) (201.40)
The address of its registered office is Regent Chambers, 7th Floor, Jamnalal Bajaj Marg, 208, Nariman Point,
Other Intangible Assets & Capital Work-In-Progress
Mumbai 400 021. The address of principal place of business is Ramkrishna Mandir Road, Off Mathuradas Vasanji
Proceeds from disposal of Property, Plant and Equipment & 20.98 42.19 Road, Andheri (E), Mumbai 400 059.
Other Intangible Assets
2 Significant Accounting Policies
Net Cash outflow on acquisition/ Investment in Subsidiaries (127.44) (61.04)
2.1 Basis of accounting and preparation of financial statements
Payments to purchase Investments (1,305.53) (2,333.38)
The standalone financial statements of the Company have been prepared in accordance with the Indian
Proceeds on sale of Investments 1,907.30 2,078.81 Accounting Standards (“Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read
with Companies (Indian Accounting Standards) Rules, 2015, as amended.
Payment towards Share Application Money (18.74) -
The financial statements have been prepared under the historical cost convention except for the
Decrease/ (Increase) in Bank Deposits 53.67 (51.19) following items –
(Increase)/ Decrease in Other Bank Balances (1.40) 5.89 a. Certain Financial Assets/ Liabilities (including derivative instruments) – at Fair value
Cash and Cash Equivalents at the end of the year (refer Note 14) 564.17 60.24 In case of business combinations involving entities under common control, the above policy does
not apply. Business combinations involving entities under common control are accounted for using
Bank unrealised gain 0.18 0.33 the pooling of interests method. The net assets of the transferor entity or business are accounted
at their carrying amounts on the date of the acquisition subject to necessary adjustments required
Cash and Cash Equivalents at the end of the year 564.35 60.57 to harmonise accounting policies. Retained earnings appearing in the financial statements of the
transferor is aggregated with the corresponding balance appearing in the financial statements of the
Net (decrease)/ increase in Cash and Cash Equivalents 503.78 (5.60)
transferee. Identity of the reserves appearing in the financial statements of the transferor is preserved
Notes: and appears in the financial statements of the transferee in the same form. Any excess or shortfall of the
consideration paid over the share capital of transferor entity or business is recognised as capital reserve
The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting Standard under equity.
(Ind AS 7) - Statement of Cash Flow.
2.3 Goodwill
PIDILITE ANNUAL REPORT 2019-20
In terms of our report attached Goodwill is measured as the excess of the sum of the consideration transferred over the net of
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Goodwill arising
For DELOITTE HASKINS & SELLS LLP FOR AND ON BEHALF OF THE BOARD OF DIRECTORS on an acquisition of a business is carried at cost as established at the date of acquisition of the business
Chartered Accountants less accumulated impairment losses, if any.
N. K. JAIN BHARAT PURI M B PAREKH For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash-generating
Partner Managing Director Executive Chairman units (or groups of cash-generating units) that is expected to benefit from the synergies of the
DIN: 02173566 DIN: 00180955 combination. A cash-generating unit to which goodwill has been allocated is tested for impairment
PUNEET BANSAL annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable
PRADIP KUMAR MENON
Company Secretary amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first
Chief Financial Officer
to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the
Place: Mumbai Place: Mumbai
Date: 17th June 2020 Date: 17th June 2020 unit pro-rata based on the carrying amount of each assets in the unit. Any impairment loss for goodwill
104 is recognised directly in Statement of Profit and Loss. An impairment loss recognised for goodwill is not
reversed in subsequent periods.
Notes forming part of the financial statements Notes forming part of the financial statements 107
The Company’s policy for recognition of revenue (rental income) from leases is described in note 2.5.2. The Company has used the following practical expedients when applying the modified retrospective
approach to leases previously classified as operating leases applying Ind AS 17:
2.5 Leasing
i. Applied single discount rate to a portfolio of leases with reasonably similar characteristics.
The Company, at the inception of a contract, assesses whether the contract is a lease or not lease.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset ii. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12
for a time in exchange for a consideration. This policy has been applied to contracts existing and entered months of lease term on the date of initial application.
into on or after 1st April 2019. iii. Excluded initial direct costs for the measurement of the right-of-use asset at the date of initial
2.5.1 Company as Lessee application, and
The Company’s lease asset classes primarily consist of leases for land and buildings. The Company iv. Applied the practical expedient to grandfather the assessment of which transactions are leases.
assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases
if the contract conveys the right to control the use of an identified asset for a period of time in exchange under Ind AS 17.
for consideration. To assess whether a contract conveys the right to control the use of an identified asset, v. Using hindsight in determining the lease term where the contract contains options to extend or
the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company terminate the lease.
has substantially all of the economic benefits from use of the asset through the period of the lease and
The difference between the lease obligation recorded as of 31st March 2019 under Ind AS 17 disclosed
(iii) the Company has the right to direct the use of the asset.
under annual standalone financial statements forming part of 2019 Annual Report and the value of the
At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a
PIDILITE ANNUAL REPORT 2019-20
lease liability as of 1st April 2019 is primarily on account of inclusion of extension and termination options
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term reasonably certain to be exercised, in measuring the lease liability in accordance with Ind AS 116 and
of twelve months or less (short-term leases) and low value leases. For these short-term and low value discounting the lease liabilities to the present value under Ind AS 116.
leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over
The incremental borrowing rate applied to lease liabilities as at 1st April 2019 is in range of 8.9% to 10%
the term of the lease.
depending on the tenure of lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the
2.6 Foreign Currencies
lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they
will be exercised. The functional currency of the Company is the Indian Rupee.
The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease At the end of each reporting period, monetary items (including financial assets and liabilities)
liability adjusted for any lease payments made at or prior to the commencement date of the lease plus denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary
any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated items that are measured in terms of historical cost in a foreign currency are not retranslated. Gains or
106 depreciation and impairment losses. losses arising from these translations are recognised in the Statement of Profit and Loss.
Notes forming part of the financial statements Notes forming part of the financial statements 109
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in Subsequent to initial recognition, intangible assets acquired in a business combination are reported at
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible
or substantively enacted by the end of the reporting period. assets that are acquired separately.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow 2.10.3 Internally generated Intangible Assets – Research and Development Expenditure
from the manner in which the Company expects, at the end of the reporting period, to recover or settle the Expenditure on research activities is recognised in Statement of Profit and Loss in the period in which it
carrying amount of its assets and liabilities. is incurred.
2.8.3 Current and Deferred Tax for the year An internally generated intangible asset arising from development is recognised if and only if it meets the
Current and deferred tax are recognised in Statement of Profit and Loss, except when they relate to items recognition criteria of intangible assets. The amount initially recognised is the sum total of expenditure
that are recognised in other Comprehensive Income or directly in equity, in which case, the current and incurred from the date when the intangible asset first meets the recognition criteria. Where no intangible
deferred tax are also recognised in Other Comprehensive Income or directly in equity respectively. asset can be recognised, development expenditure is recognised in Statement of Profit and Loss in the
period in which it is incurred.
2.9 Property, Plant and Equipment
Subsequent to initial recognition, internally generated intangible assets are reported at cost less
2.9.1 Property, Plant and Equipment acquired separately accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets
Freehold land is stated at cost and not depreciated. Buildings, plant and machinery, vehicles, furniture and acquired separately.
office equipments are stated at cost less accumulated depreciation and accumulated impairment losses. 2.10.4 Useful lives of Intangible Assets
An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic Estimated useful lives of the Intangible Assets are as follows:
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal
or retirement of an item of Property, Plant and Equipment is determined as the difference between the Type of Asset Useful Life
sales proceeds and the carrying amount of the asset and is recognised in Statement of Profit and Loss.
Computer Software 6 years
PIDILITE ANNUAL REPORT 2019-20
classified as Fair Value Through Profit or Loss. Interest income is recognised in profit or loss and is
have been included under “unallocated revenue/expenses/assets/liabilities” respectively.
included in the “Other income” line item.
2.17 Employee Benefits
2.14.3 Impairment of Financial Assets
Employee benefits include Provident Fund, Superannuation Fund, Employee State Insurance Scheme,
The Company recognises loss allowance using expected credit loss model for financial assets which are
Gratuity Fund, Compensated Absences, Anniversary Awards, Premature Death Pension Scheme and
not measured at Fair Value Through Profit or Loss. Expected credit losses are weighted average of credit
Total Disability Pension Scheme.
losses with the respective risks of default occurring as the weights. Credit loss is the difference between
all contractual cash flows that are due to the Company in accordance with the contract and all the cash 2.17.1 Defined Contribution Plans
flows that the Company expects to receive, discounted at original effective rate of interest. The Company’s contribution to Provident Fund, Superannuation Fund, National Pension Scheme and
For Trade receivables, the Company measures loss allowance at an amount equal to lifetime expected Employee State Insurance Scheme are considered as defined contribution plans and are charged as an
credit losses. The Company computes expected credit loss allowance based on a provision matrix which expense based on the amount of contribution required to be made and when services are rendered by
110 takes into account historical credit loss experience and adjusted for forward-looking information. the employees.
Notes forming part of the financial statements Notes forming part of the financial statements 113
2.17.3 Short-Term and Other Long-Term Employee Benefits 3.1.2 Impairment of Goodwill and Other Intangible Assets
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave Goodwill and Other Intangible Assets (i.e. trademarks and copyrights) are tested for impairment on an
and sick leave in the period the related service is rendered at the undiscounted amount of the benefits annual basis. Recoverable amount of cash-generating units is determined based on higher of value-in-
expected to be paid in exchange for that service. use and fair value less cost to sell. The impairment test is performed at the level of the cash-generating
unit or groups of cash-generating units which are benefitting from the synergies of the acquisition
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted and which represents the lowest level at which the intangibles are monitored for internal management
amount of the benefits expected to be paid in exchange for the related service. purposes.
Liabilities recognised in respect of other long-term employee benefits are measured at the present Market related information and estimates are used to determine the recoverable amount. Key
value of the estimated future cash outflows expected to be made by the Company in respect of services assumptions on which management has based its determination of recoverable amount include
provided by employees up to the reporting date. estimated long term growth rates, weighted average cost of capital and estimated operating margins.
2.18 Earnings per share Cash flow projections take into account past experience and represent management’s best estimate
about future developments.
The Company presents basic and diluted earnings per share (“EPS”) data for its equity shares. Basic EPS
is calculated by dividing the profit or loss attributable to equity shareholders of the Company by the 3.1.3 Employee related provisions
weighted average number of equity shares outstanding during the period. Diluted EPS is determined The costs of long term and short term employee benefits are estimated using assumptions by the
by adjusting the profit or loss attributable to equity shareholders and the weighted average number of management. These assumptions include rate of increase in compensation levels, discount rates,
equity shares outstanding for the effects of all dilutive potential ordinary shares, which includes all stock expected rate of return on assets and attrition rates. (disclosed in Note 45).
options granted to employees.
3.1.4 Income taxes
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all
Significant judgements are involved in estimating budgeted profits for the calculation of advance tax
periods presented for any share splits and bonus shares issues including for changes effected prior to
and deferred tax, and determining provision for income taxes and uncertain tax positions (disclosed in
the approval of the financial statements by the Board of Directors.
Note 48).
2.19 Assets held for sale
3.1.5 Property, Plant and Equipment and Other Intangible Assets
Sale of business is classified as held for sale, if their carrying amount is intended to be recovered
The useful lives and residual values of Company’s assets are determined by the management at the time
principally through sale rather than through continuing use. The condition for classification as held for
the asset is acquired. These estimates are reviewed annually by the management. The lives are based on
sale is met when disposal business is available for immediate sale and the same is highly probable of historical experience with similar assets as well as anticipation of future events, which may impact their
being completed within one year from the date of classification as held for sale. life, such as changes in technical or commercial obsolescence arising from changes or improvements in
2.20 Discontinued operations production or from a change in market demand of the product or service output of the asset.
A discontinued operation is a component of the Company’s business that represents a separate line of 3.1.6 Leases
business that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS
to resale. Classification as a discontinued operation occurs upon the earlier of disposal or when the 116. Identification of a lease requires significant judgment. The Company uses significant judgement in
operation meets the criteria to be classified as held for sale. assessing the lease term (including anticipated renewals) and the applicable discount rate.
2.21 Non-current assets and disposal groups held for sale Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted
Assets of disposal groups that is available for immediate sale and where the sale is highly probable of with any option to extend or terminate the lease, if the use of such option is reasonably certain.The
being completed within one year from the date of classification are considered and classified as assets Company makes an assessment on the expected lease term on a lease-by-lease basis and there by
held for sale. Non-current assets and disposal groups held for sale are measured at the lower of carrying assesses whether it is reasonably certain that any options to extend or terminate the contract will be
amount and fair value less costs to sell. exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold
PIDILITE ANNUAL REPORT 2019-20
improvements undertaken over the lease term, costs relating to the termination of the lease and the
3 Critical Accounting Judgements and key sources of Estimation Uncertainty importance of the underlying asset to operations taking into account the location of the underlying asset
The preparation of the Company’s financial statements requires management to make judgements, and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that
estimates and assumptions that affect the application of accounting policies, reported amounts of the lease term reflects the current economic circumstances.
assets, liabilities, income and expenses, and accompanying disclosures, and the disclosure of contingent The discount rate is generally based on the incremental borrowing rate specific to the lease being
liabilities. The estimates and associated assumptions are based on historical experience and other evaluated or for a portfolio of leases with similar characteristics.
factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period or in the period of the revision and future periods if the revision affects both current and
future periods.
112
Notes forming part of the financial statements Notes forming part of the financial statements 115
Disposals/ Adjustments - (2.74) (13.96) (0.20) (0.09) (0.06) (17.05) Balance as at 1st April 2018 - (5.87) (5.87)
Balance as at 31 March 2020
st
84.40 347.54 1,152.34 19.14 79.71 123.72 1,806.85 Disposals/ Adjustments - (0.10) (0.10)
Eliminated on disposal of assets - 0.04 28.10 1.08 0.51 4.78 34.51 Disposals/ Adjustments - - -
Depreciation expense - (7.64) (63.79) (1.15) (4.25) (8.66) (85.49) Depreciation expense - (2.10) (2.10)
Balance as at 31st March 2019 - (79.28) (642.43) (13.06) (49.15) (81.71) (865.63) Balance as at 31 March 2020
st
- (9.03) (9.03)
Eliminated on disposal of assets - 1.63 12.33 0.08 0.04 0.02 14.10
Depreciation expense - (9.69) (69.09) (1.10) (4.18) (10.02) (94.08) Net Carrying Amount
Balance as at 31 March 2020
st
- (87.34) (699.19) (14.08) (53.29) (91.71) (945.61)
Balance as at 1st April 2018 13.79 20.25 34.04
Balance as at 1st April 2018 53.27 178.67 367.53 6.19 26.94 24.02 656.62 Disposals/ Adjustments - 0.79 0.79
Additions 0.03 12.19 77.24 0.65 2.88 14.45 107.44 Depreciation expense - (0.96) (0.96)
Disposals/ Adjustments - (0.66) (37.67) (1.15) (0.64) (5.34) (45.46)
Depreciation eliminated on disposal of assets - (0.10) (0.10)
PIDILITE ANNUAL REPORT 2019-20
114 Balance as at 31st March 2020 84.40 260.20 453.15 5.06 26.42 32.01 861.24
Notes forming part of the financial statements Notes forming part of the financial statements 117
5 Right of Use Assets (refer Note 51) 6 Goodwill and Other Intangible Assets
As at As at As at As at
31st March 31st March 31st March 31st March
2020 2019 2020 2019
Carrying Amounts
Carrying Amounts
Goodwill 86.11 86.11
Leasehold Land 39.65 - Total Goodwill (A) 86.11 86.11
Leasehold Buildings 69.50 - Other Intangible Assets
Trademark 157.67 157.91
TOTAL 109.15 -
Computer Software 12.84 12.90
Copyrights 4.48 4.72
Leasehold Leasehold TOTAL Technical Knowhow Fees 17.63 20.55
Land Buildings
Non Compete Fees 0.37 0.85
Gross Carrying Amount
Total Other Intangible Assets (B) 192.99 196.93
Recognised on adoption of Ind AS 116 as at 1st April 2019 (refer Note 51) 41.03 69.85 110.88 Total Intangible Assets (A)+(B) 279.10 283.04
Additions - 22.46 22.46 Goodwill Trademark Computer Copyrights Technical Non Total
Software Knowhow Compete
Disposals/ Adjustments - - -
Fees Fees
Balance as at 31st March 2020 41.03 92.31 133.34 Gross Carrying Amount
Balance as at 1st April 2018 86.11 157.91 46.39 4.72 39.84 4.56 339.53
Additions - - 6.64 - 1.28 - 7.92
Accumulated Depreciation and Impairment
Disposals/ Adjustments - - 0.07 - - - 0.07
Recognised on adoption of Ind AS 116 as at 1st April 2019 (refer Note 51) - - - Balance as at 31st March 2019 86.11 157.91 53.10 4.72 41.12 4.56 347.52
Depreciation expense (1.38) (22.81) (24.19) Additions - - 4.19 - - - 4.19
Disposals/ Adjustments - (0.24) - (0.24) (0.76) (0.02) (1.26)
Balance as at 31st March 2020 (1.38) (22.81) (24.19)
Balance as at 31st March 2020 86.11 157.67 57.29 4.48 40.36 4.54 350.45
Disposals/ Adjustments - - - Balance as at 31st March 2019 - - (40.20) - (20.57) (3.71) (64.48)
Amortisation expense - - (4.20) - (2.84) (0.48) (7.52)
Depreciation expense (1.38) (22.81) (24.19)
Eliminated on disposal of assets - - (0.05) - 0.68 0.02 0.65
Balance as at 31st March 2020 39.65 69.50 109.15 Balance as at 31st March 2020 - - (44.45) - (22.73) (4.17) (71.35)
The Company has estimated the useful life for its copyrights and trademark as indefinite on the basis of renewal of legal
rights and the management’s intention to keep it perpetually
116
Notes forming part of the financial statements Notes forming part of the financial statements 119
and trademark is required to be recognised. (a) Investment in Subsidiaries (fully paid up) (at cost unless otherwise
stated)
Projected cashflows from Consumer and Bazaar business Equity Shares of USD 1 each of Pidilite International Pte Ltd 2,35,92,766 115.81 2,35,92,766 115.81
Equity Shares of AED 1 each of Pidilite Middle East Ltd 9,11,63,000 139.70 9,11,63,000 139.70
[Impairment in value of investments 65.92 crores
The recoverable amount of this cash-generating unit is determined based on a value in use calculation
( 65.92 crores as at 31st March 2019)]
which uses cash flow projections based on financial budgets approved by the management for next year,
Equity Shares of BRL 1 each of Pulvitec do Brasil Industria e 7,43,02,867 175.04 7,43,02,867 175.04
estimates prepared for the next 4 years thereafter and a discount rate of 12.0% per annum (13.1% per Comercio de Colas e Adesivos Ltda
annum as at 31st March 2019). [Impairment in value of investments 110.20 crores
( 110.20 crores as at 31st March 2019)]
Cash flow projections during the budget period are based on the same expected gross margins and raw Equity Shares of USD 1 each of Pidilite USA Inc 1,47,80,000 64.77 1,47,80,000 64.77
materials price inflation throughout the budget period. The cash flows beyond that five-year period have
Equity Shares of EGP 100 each of Pidilite Industries Egypt SAE 7,396 0.54 7,396 0.54
been extrapolated using a steady 8% per annum (8% per annum as at 31st March 2019) growth rate. The
Equity Shares of BIRR 100 each of Pidilite Chemical PLC 1,38,525 3.70 1,24,076 3.34
management believes that any reasonably possible change in the key assumptions on which recoverable [refer Note 38] [Impairment in value of investments 3.70 crores
amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable ( Nil as at 31st March 2019)]
amount of the cash-generating unit. Equity Shares of 10 each of Fevicol Company Ltd 2,69,260 2.24 2,69,260 2.24
Equity Shares of 10 each of Pagel Concrete Technologies Pvt Ltd 80,000 0.84 80,000 0.84
The key assumptions used in the value in use calculations for Consumer and Bazaar cash-generating unit are [Impairment in value of investments 0.84 crores ( 0.84 crores
as follows: as at 31st March 2019)]
Equity Shares of 10 each of Bhimad Commercial Company Pvt Ltd 10,000 0.02 10,000 0.02
Budgeted sales growth Sales growth is assumed at 17.5% (CAGR) (14.5% as at 31st March 2019) in line Equity Shares of 10 each of Madhumala Ventures Pvt Ltd 1,62,395 126.49 10,000 0.02
with current year projections. The values assigned to the assumption reflect (formerly known as Madhumala Traders Pvt Ltd)
past experience and current market scenario considering COVID-19 impact [refer Note 53 (a)]
and are consistent with the managements’ plans for focusing operations in Equity Shares of 10 each of Building Envelope Systems India Ltd 50,10,000 8.88 50,10,000 8.88
these markets. The management believes that the planned sales growth per Equity Shares of 10 each of Nina Percept Pvt Ltd
8,43,999 66.17 8,43,999 66.17
[(refer Note 53 (c)]
year for the next five years is reasonably achievable.
Equity Shares of 10 each of ICA Pidilite Pvt Ltd 28,33,964 125.96 28,33,964 125.96
Equity Shares of 10 each of Cipy Polyurethanes Pvt Ltd 65,816 139.01 65,816 139.01
Raw materials price Forecast for Material cost growth CAGR higher by 0.2% (1% as at 31st March
inflation 2019) vs. sales growth, considering impact of commodity cost inflation. Equity contribution towards 100% Membership Interest in Pidilite 1 7.41 1 7.41
Ventures LLC
Equity Shares of 10 each of Pidilite Litokol Pvt Ltd 6,00,000 0.60 - -
Other budgeted costs Commercial spends (schemes and A&SP) have been continued at current [refer Note 53 (d)]
year’s % to sales. Other fixed costs are in line with the current year’s growth. Equity Shares of 10 each of Pidilite Grupo Puma Manufacturing 5,000 0.01 - -
Ltd [refer Note 53 (e)]
PIDILITE ANNUAL REPORT 2019-20
118
Notes forming part of the financial statements Notes forming part of the financial statements 121
Non-Cumulative Perpetual Preference shares of Kotak Mahindra 3,00,00,000 15.20 3,00,00,000 15.00 Current Investments
Bank Ltd
A] Investment in Debentures, Bonds & Market Instruments (at FVTPL)
Total [B] 15.20 15.00 (Quoted)
C] Investment in Debentures, Bonds & Market Instruments Tax-free bonds of Housing and Urban Development 2,00,000 21.27 2,00,000 21.04
(at FVTPL) (Quoted) Corporation Ltd
Units of Bharat Bond ETFs 2,50,000 25.55 - - Tax-free bonds of National Housing Bank 10,000 5.59 10,000 5.48
Total [C] 25.55 - Tax-free bonds of Indian Railway Finance Corporation 12 Feb 22 70,000 7.57 70,000 7.56
Tax-free bonds of Indian Railway Finance Corporation 11 Jan 26 1,000 10.40 1,000 10.39
D] Investment in Alternative Investment Fund (at FVTPL) (Unquoted)
Secured, redeemable, non-convertible debentures of Citicorp - - 2,500 26.59
Units of Fireside Ventures Investment Fund II 50,000 4.13 - -
Finance (India) Ltd
Total [D] 4.13 - Secured, redeemable non-convertible debentures of HDB - - 250 30.38
Financial services
E] Investment in Mutual Funds (at FVTPL) (Unquoted)
TOTAL [A] 44.83 101.44
Units of Aditya Birla Sun Life FTP-Series PJ (1135 days) - Direct 1,00,00,000 11.81 1,00,00,000 10.82
Growth B] Investment in Mutual Funds (at FVTPL) (Unquoted)
Units of Aditya Birla Sun Life FTP-Series PK (1132 days) - Direct 2,00,00,000 23.55 2,00,00,000 21.59 Units of HDFC Overnight Fund - Direct Growth 6,79,896 201.88 1,68,854 47.66
Growth
Units of SBI Overnight Fund - Direct Plan Growth 6,46,655 210.40 1,60,785 49.72
Units of DSP BlackRock FMP S223-39M - Direct Growth 1,50,00,000 17.76 1,50,00,000 16.27
Units of Aditya Birla Sun Life Overnight Fund - Direct Growth 9,22,816 99.70 - -
Units of DSP BlackRock FMP S224-39M - Direct Growth 1,50,00,000 17.67 1,50,00,000 16.21
Units of ICICI Overnight Fund - Direct Growth 1,46,98,077 158.37 - -
Units of HDFC FMP 1143D March 2018 (1) - Direct Growth - S39 1,00,00,000 11.81 1,00,00,000 10.82
Units of IDFC Corporate Bond Fund - Direct Plan - Growth - - 4,81,11,596 61.87
Units of IDFC FTP Series 140 Direct Plan - Growth (1145 days) 1,50,00,000 17.73 1,50,00,000 16.25 Units of Reliance Banking & PSU Debit Fund - Direct Growth Plan - - 5,52,03,331 75.05
Units of Kotak FMP Series 219 - Direct Growth 1,50,00,000 17.77 1,50,00,000 16.29 Units of SBI Short Term Debt Fund - Direct Plan - Growth - - 2,67,44,404 58.92
Units of ICICI FMP Series 83 1105 D Plan F - Direct Growth 50,00,000 5.91 50,00,000 5.42 Units of ICICI Prudential Equity Arbitrage Fund - Direct Plan - - 6,02,48,585 87.31
Dividend - DR
Units of Reliance FMP XXXVII Series 12 - Direct Growth 1,00,00,000 11.83 1,00,00,000 10.83
Units of Kotak Equity Arbitrage Fund - Direct Plan - - 3,92,78,155 92.46
Units of Kotak FMP Series 251 - 1265 days Direct Plan Growth 2,00,00,000 23.12 2,00,00,000 21.01 Fortnightly Dividend
Units of SBI FMP Series C33 1216 days - Direct Growth 2,00,00,000 22.69 2,00,00,000 20.66 Units of Kotak Savings Fund - Direct Plan Growth - - 3,63,21,092 110.97
Units of SBI Debt Fund Series C49 1178 days - Direct Plan Growth 2,00,00,000 22.06 2,00,00,000 20.08 Units of Aditya Birla Sun Life Banking & PSU Debt Fund - - - 15,28,949 36.99
Direct Growth
Units of HDFC FMP 1182D Jan 2019 (1) - Direct Growth 2,00,00,000 22.57 2,00,00,000 20.54
Units of Aditya Birla Sun Life Corporate Bond Fund - Direct - - 64,44,650 46.49
Units of HDFC FMP 1126D Mar 2019 (1) - Direct Growth 2,00,00,000 22.21 2,00,00,000 20.20 Plan Growth
Units of IDFC FTP Series 149 (1424 days) - Direct Growth 1,50,00,000 17.26 1,50,00,000 16.17 Units of Aditya Birla Sun Life Equity Arbitrage Fund - Direct - - 7,90,33,020 87.13
Dvd reinvst
Units of ICICI Prudential Short Term Fund - Growth - - 1,12,15,155 45.25
Units of Reliance Arbitrage Fund - Direct Dvd reinvst - - 6,98,70,243 90.08
Units of Axis Banking & PSU Debt fund - Direct Plan Growth - - 1,16,058 20.54
Units of HDFC Short Term Debt Fund - Direct Plan Growth - - 1,77,04,254 36.88
Units of IDFC Banking and PSU Debt Fund - Direct Plan Growth - - 1,23,89,578 20.10 Units of HDFC Corporate Bond Fund - Direct Plan Growth - - 2,31,55,787 48.48
Units of SBI Banking & PSU Debt Fund - Direct Plan Growth - - 95,378 20.47 Units of ICICI Prudential Bond Fund - Direct Plan Growth - - 1,31,84,101 34.82
PIDILITE ANNUAL REPORT 2019-20
Total [E] 265.75 349.52 Units of ICICI Prudential Corporate Bond Fund - Direct - - 4,33,00,226 85.12
Plan Growth
TOTAL [A+B+C+D+E] 1,108.34 1,038.49
TOTAL [B] 670.35 1,049.95
Aggregate carrying value of quoted investments 41.93 16.18
TOTAL [A]+[B] 715.18 1,151.39
Aggregate market value of quoted investments 71.90 75.10
Aggregate carrying value of quoted investments 44.83 101.44
Aggregate carrying value of unquoted investments 1,066.41 1,022.31
Aggregate market value of quoted investments 44.83 101.44
Aggregate amount of Impairment in value of investments 180.78 177.08
Aggregate carrying value of unquoted investments 670.35 1,049.95
120
Notes forming part of the financial statements Notes forming part of the financial statements 123
Unsecured, Considered good 701.66 687.31 Unsecured, Considered good 9.31 4.71
Unsecured, Credit Impaired - - Less: Allowance for doubtful balances (0.33) (0.33)
Less: Allowance for expected credit loss (31.02) (36.82) Loans and Advances to Employees & Others* 16.07 10.67
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables *Loans given for business purpose.
based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for
forward-looking information. The expected credit loss allowance is based on the ageing of the receivable days and the
rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows: 12 Other Financial Assets - Non-Current
As at As at
Ageing Expected Credit Loss 31st March 31st March
2020 2019
As at As at
31st March 31st March Security Deposit 13.12 10.90
2020 2019
Derivative Asset towards call option to buy subsidiary shares - 7.61
Within the credit period (in days)
Other Receivables
01-90 1.0% 1.2%
Unsecured, Considered good - -
91-180 73.2% 72.5%
Considered doubtful 1.74 1.74
181-360 60.3% 64.4%
1.74 1.74
>360 81.1% 81.9%
Less: Allowance for doubtful balances (1.74) (1.74)
5.82 5.58
10 Loans - Non-Current
Derivative assets towards Foreign Exchange Forward Contracts 1.70 0.03
As at As at
31 March
st
31 March
st
Derivative Asset towards call option to buy subsidiary shares 0.24 -
2020 2019
Other Receivables* 0.47 3.64
Unsecured, Considered good
TOTAL 8.23 9.25
Loans and Advances to Employees & Others* 4.04 2.94
*Includes Windmill income
TOTAL 4.04 2.94
122
Notes forming part of the financial statements Notes forming part of the financial statements 125
a. Includes Fixed Deposit under lien 0.99 2.55 Considered doubtful - 0.20
11.05 11.78
16 Inventories (at lower of cost and net realisable value) Less: Allowance for doubtful balances - (0.20)
As at As at 11.05 11.58
31st March 31st March
2020 2019 Balances with Government Authorities*
Raw Material and Packing Material 315.89 292.03 Unsecured, Considered good 96.51 84.92
Stock-in-Trade (acquired for trading) 67.91 70.70 Less: Allowance for doubtful balances (0.08) (0.07)
Raw Material and Packing Material 32.94 30.21 Considered doubtful 0.01 0.01
a. The cost of inventories recognised as an expense during the year in respect of continuing operations was 2,936.39 Others** 18.99 0.25
crores ( 3,064.22 crores for the year ended 31st March 2019) Less : Impairment in Share Application Money - Pidilite Chemical PLC (refer Note 38) (0.39) -
b. The cost of inventories recognised as an expense includes 0.37 crores in respect of write-downs of inventory to net 18.60 0.25
realisable value ( 0.27 crores for the year ended 31st March 2019)
TOTAL 171.31 126.87
c. The mode of valuation of inventories has been stated in Note 2.12.
* Includes input tax credit, VAT/ GST receivable, etc.
** Mainly consists of Share Application Money
124
Notes forming part of the financial statements Notes forming part of the financial statements 127
* Issue of equity shares under Employee Stock Option Plan - 2016 amounts to 48,550 during the year 2018-19.
As at As at
31st March 2020 31st March 2019
Number of % of Number of % of
Shares held Holding Shares held Holding
As at As at As at As at
31st March 31st March 31st March 31st March
2020 2019 2020 2019
Capital Reserve 0.34 0.34 Balance at the beginning of the year 0.95 0.95
Add/ (Less): Additions/ (Deductions) during the year - -
Securities Premium Reserve 23.21 10.01
Closing Balance 0.95 0.95
Capital Redemption Reserve 0.50 0.50
Cash Subsidy Reserve represents subsidies received from state government. It is not available for distribution as dividend to
Cash Subsidy Reserve 0.95 0.95 shareholders.
Share Options Outstanding Account 10.89 9.65 21.5 Share Options Outstanding Account
Add/ (Less): Additions/ (Deductions) during the year - - Add : Amortised and exercised during the year 14.84 11.15
Add : Lapsed during the year 0.55 0.50
Closing Balance 0.34 0.34
Closing Balance (B) (6.06) (19.73)
Capital Reserve represents excess of net assets acquired in past amalgamation. It is not available for the distribution to
shareholders as dividend. Closing Balance (A+B) 10.89 9.65
The above reserve relates to share options granted by the Company to its employees under its employee share option plan.
Further information about share-based payments to employees is set out in Note 46.
21.2 Securities Premium Reserve
21.6 General Reserve
As at As at
31st March 31st March As at As at
2020 2019 31st March 31st March
2020 2019
Balance at the beginning of the year 10.01 -
Balance at the beginning of the year 1,335.38 1,335.38
Add: Premium on Shares issued against ESOP 13.20 10.01
Add/ (Less) : Additions/ (Deductions) during the year - -
Closing Balance 23.21 10.01 Closing Balance 1,335.38 1,335.38
Security Premium Account is created when shares are issued at premium. The Company may issue fully paid-up bonus General Reserve is created by a transfer from one component of equity to another and is not an item of Other Comprehensive
shares to its members out of the Securities Premium Reserve Account, and Company can use this reserve for buy-back Income. The same can be utilised by the Company in accordance with the provisions of the Companies Act, 2013.
of shares. This reserve is utilised in accordance with the provisions of the Companies Act, 2013.
21.7 Retained Earnings
Balance at the beginning of the year 0.50 0.50 Add : Profit for the year 1,101.62 979.44
Less : Payment of Final Dividend (330.18) (304.69)
Add/ (Less): Additions/ (Deductions) during the year - -
Payment of Interim Dividend for the year 2019-20 (355.61) -
Closing Balance 0.50 0.50
Tax on Dividend paid (140.97) (59.63)
The Company has recognised Capital Redemption Reserve on buy-back of equity shares from its General Reserve.
Other Comprehensive Income for the year, net of income tax (11.20) (2.98)
The amount in Capital Redemption Reserve is equal to the nominal amount of equity shares bought back. The reserve
can be utilised in accordance with the provisions of the Companies Act, 2013. Closing Balance 3,042.74 2,779.09
This Reserve represents the cumulative profits of the Company and effects of remeasurement of defined benefit obligations.
This Reserve can be utilised in accordance with the provisions of the Companies Act, 2013.
128
Notes forming part of the financial statements Notes forming part of the financial statements 131
Provision for Tax (net of Advance Tax 678.22 crores) 7.74 7.74
25 Provisions - Non-Current
(net of Advance Tax 678.22 crores as at 31st March 2019)
As at As at
TOTAL 7.74 7.74
PIDILITE ANNUAL REPORT 2019-20
Sale of Products 6,290.43 6,047.40 Bank Deposit (at amortised cost) 2.48 2.02
Other Operating Revenue Tax Free Bonds (at FVTPL) 3.26 2.03
Dividend on:
GST/ Excise Refund 3.40 8.60
Investments in Mutual Funds and Others (at FVTPL) 11.59 10.02
Others 8.32 9.34
Long-term Investments in Associate (at cost) 1.79 2.16
TOTAL (B) 42.16 46.48
Long-term Investments in Subsidiaries (at cost) - 14.74
Revenue from operations (A+B) 6,332.59 6,093.88
Other Non-Operating Income:
*The Company disaggregated revenues from contracts with customers by customer type and by geography. The Company
believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows Windmill Income 3.21 1.44
are affected by industry, market and other economic factors. For georgaphywise and customerwise breakup of revenue,
refer Note 42. Profit on Sale/Transfer of Assets (refer Note 44) 2.67 33.41
Further, the Company derives its revenue from the transfer of goods at a point in time for its major service lines. This is Allowance for Doubtful Debts written back 5.80 -
consistent with the revenue information that is disclosed for each reportable segment under Ind AS 108 ‘Operating Segment’.
Royalty & Technical Knowhow Income 4.17 3.51
Reconciliation of revenue recognised with the contracted price is as follows:
Insurance claim received 0.46 0.59
For the For the
year ended year ended Liabilities no longer required written back 0.81 16.21
31st March 31st March
2020 2019 Rental Income from Operating Leases 1.38 2.22
Contracted Price 6,893.41 6,569.37 Net gain arising on financial assets designated as at FVTPL 109.52 87.64
Reduction towards variable consideration components (602.98) (521.97) Miscellaneous Income 4.53 3.26
The reduction towards variable consideration includes discounts, rebates, incentives, promotional couponing and schemes.
32 Cost of Materials Consumed
For the For the
year ended year ended
31st March 31st March
2020 2019
2,836.59 3,055.68
132
Notes forming part of the financial statements Notes forming part of the financial statements 135
Inventories at the end of the year Clearing and Forwarding Charges 272.30 254.71
Power and Fuel 57.94 58.60
Stock-in-Trade 67.91 70.70
Contract Labour 66.12 51.24
Work-in-Progress 71.51 78.20
Water Charges 3.84 3.13
Finished Goods 269.00 287.50 Rent (refer Note 51) 11.96 34.28
(A) 408.42 436.40 Rates and Taxes 2.71 4.34
Inventories at the beginning of the year Insurance 7.42 3.39
License fees 0.77 0.75
Stock-in-Trade 70.70 41.43
Repairs :
Work-in-Progress 78.20 58.86
Buildings 8.90 9.13
Finished Goods 287.50 262.30 18.10
Machinery 16.49
(B) 436.40 362.59 Others 7.89 8.94
TOTAL (B-A) 27.98 (73.81) 34.89 34.56
Directors' Fees 0.27 0.29
34 Employee Benefits Expense Advertisement and Publicity 266.42 215.67
Legal, Professional and Consultancy fees 47.46 38.80
For the For the
year ended year ended Communication Expenses 6.71 13.53
31st March 31st March Printing and Stationery 4.87 5.90
2020 2019
Travelling and Conveyance Expenses 105.25 97.32
Salaries and Wages 667.83 605.92 Bad Debts 3.49 4.02
Contribution to Provident and Other Funds (refer Note 45) 36.85 29.92 Allowance for Doubtful Debts - 4.18
Share based payments to employees (net of recovery from subsidiaries) (refer Note 46) 14.31 10.45 Processing and Packing Charges 72.69 71.60
Sales Commission 3.95 4.08
Staff Welfare Expenses 17.90 17.25
Payments to Auditor (refer note a) 1.35 1.16
TOTAL 736.89 663.54
Donations 0.11 0.85
Corporate Social Responsibility Expenses (refer Note 52) 26.30 23.50
35 Finance Costs
Loss on disposal of Property, Plant and Equipment - 2.18
For the For the Net Loss on Foreign Currency Transactions and Translation (refer Note 40) 1.86 6.32
year ended year ended
Miscellaneous Expenses 141.62 111.90
31st March 31st March
2020 2019 TOTAL 1,175.75 1,074.01
The following reflects the Profit and Share data used in the Basic and Diluted EPS computations: (i) Relationships:
a. Nitin Enterprises Subsidiary
For the year For the year
ended ended b. Fevicol Company Ltd Subsidiary
31st March 31st March c. Bhimad Commercial Company Pvt Ltd Subsidiary
2020 2019
d. Madhumala Ventures Pvt Ltd Subsidiary
Basic: (Formerly known as Madhumala Traders Pvt Ltd)
e. Pagel Concrete Technologies Pvt Ltd Subsidiary
Total Operations for the year
f. Building Envelope Systems India Ltd Subsidiary
Profit for the year ( in crores) 1,101.62 979.44 g. Nina Percept Private Limited (Formerly known as Subsidiary
Nina Waterproofing Systems Private Limited) (refer Note 53 (b))
h. Hybrid Coatings Subsidiary
i. Pidilite International Pte Ltd Subsidiary
Weighted average number of equity shares in calculating basic EPS 50,79,93,224 50,78,95,621
j. Pidilite Middle East Ltd Subsidiary
Par value per share ( ) 1.00 1.00 k. Pidilite USA Inc Subsidiary
l. PIL Trading (Egypt) Company Subsidiary
Earning per share (Basic) ( ) 21.69 19.28
m. PT Pidilite Indonesia Subsidiary
n. Pidilite Speciality Chemicals Bangladesh Pvt Ltd Subsidiary
o. Pidilite Innovation Centre Pte Ltd Subsidiary
Diluted:
p. Pidilite Industries Egypt - SAE Subsidiary
Profit for the year ( in crores) 1,101.62 979.44 q. Pidilite Bamco Ltd Subsidiary
r. Bamco Supply and Services Ltd Subsidiary
s. Pulvitec do Brasil Industria e Comercio de Colas e Adesivos Ltda Subsidiary
Weighted average number of equity shares in calculating basic EPS 50,79,93,224 50,78,95,621 t. Pidilite MEA Chemicals LLC Subsidiary
Add: Effect of Employee Stock Options 1,70,850 3,18,250 u. Pidilite Industries Trading (Shanghai) Co. Ltd Subsidiary
v. Pidilite Chemical PLC Subsidiary
Weighted average number of equity shares in calculating diluted EPS 50,81,64,074 50,82,13,871 w. Pidilite Lanka (Pvt) Ltd Subsidiary
x. ICA Pidilite Pvt Ltd Subsidiary
y. Nebula East Africa Pvt Ltd Subsidiary
Par value per share ( ) 1.00 1.00 z. Nina Lanka Construction Technologies (Pvt) Ltd Subsidiary
Earning per share (Diluted) ( ) 21.68 19.27 aa. Cipy Polyurethanes Pvt Ltd Subsidiary
ab. Pidilite Ventures LLC Subsidiary
ac. Pidilite East Africa Limited Subsidiary
ad. Pidilite Grupo Puma Pvt Ltd ( w.e.f. 16th September 2019) Subsidiary
ae. Pidilite C-Techos Pvt Ltd ( w.e.f. 18th September 2019) Subsidiary
af. Pidilite Litokol Pvt Ltd ( w.e.f. 7th October 2019) Subsidiary
ag. Pidilite Grupo Puma Manufacturing Ltd (w.e.f. 13th January 2020) Subsidiary
ah. Nina Percept (Bangladesh) Pvt Ltd ( w.e.f. 29th January 2020) Subsidiary
ai. Pidilite C-Techos Walling Ltd ( w.e.f. 5th March 2020) Subsidiary
aj. Vinyl Chemicals (India) Ltd Associate
ak. Plus Call Technical Services LLC Substantial Interest in Voting Power (Joint Venture)
al. Parekh Marketing Ltd Significant Influence of KMP
am. Pargro Investment Pvt Ltd Significant Influence of KMP
PIDILITE ANNUAL REPORT 2019-20
ICA Pidilite Pvt Ltd 0.14 - - 0.14 0.96 - - 0.96 Sub-Total (h) 146.19 - - 146.19 61.03 - - 61.03
i. Profit on Sale/Transfer of Intangible Assets
Pidilite Lanka (Pvt) Ltd 0.25 - - 0.25 0.25 - - 0.25
ICA Pidilite Pvt Ltd - - - - 33.41 - - 33.41
Pidilite MEA Chemicals LLC 0.23 - - 0.23 0.23 - - 0.23
Sub-Total (i) - - - - 33.41 - - 33.41
Pidilite Speciality Chemicals 0.32 - - 0.32 0.21 - - 0.21 j. Sale of Fixed Asset
Bangladesh Pvt Ltd Parekh Marketing Ltd - - 0.32 0.32 - - - -
Pidilite Bamco Ltd 0.14 - - 0.14 0.16 - - 0.16 Sub-Total (j) - - 0.32 0.32 - - - -
Pidilite Industries Egypt - SAE 0.07 - - 0.07 0.07 - - 0.07 k. Rent Paid/ (Received)
Hybrid Coatings 0.06 - - 0.06 0.07 - - 0.07 Smt. Mala Parekh - - 0.71 0.71 - - 0.78 0.78
Building Envelope Systems India Ltd 0.06 - - 0.06 0.07 - - 0.07 Parekh Marketing Ltd - - 0.08 0.08 - - 0.07 0.07
ICA Pidilite Pvt Ltd 0.03 - - 0.03 - - - -
PIDILITE ANNUAL REPORT 2019-20
Pidilite USA Inc - - - - 0.51 - - 0.51 Pidilite Speciality Chemicals 4.22 - - 4.22 1.92 - - 1.92
Bangladesh Pvt Ltd
Pidilite MEA Chemicals LLC 0.34 - - 0.34 0.50 - - 0.50 Pidilite MEA Chemicals LLC 2.68 - - 2.68 1.53 - - 1.53
ICA Pidilite Pvt Ltd 0.11 - - 0.11 0.19 - - 0.19 Pidilite Industries Egypt - SAE 0.45 - - 0.45 0.45 - - 0.45
Pidilite Bamco Ltd 0.04 - - 0.04 0.05 - - 0.05 Pidilite Lanka (Pvt) Ltd 0.54 - - 0.54 0.37 - - 0.37
Pidilite Litokol Pvt Ltd 0.04 - - 0.04 - - - - Pagel Concrete Technologies 0.33 - - 0.33 0.33 - - 0.33
Pvt Ltd
Pidilite Grupo Puma Mfg Ltd 0.03 - - 0.03 - - - - ICA Pidilite Pvt Ltd 0.56 - - 0.56 0.29 - - 0.29
Pidilite C-Techos Walling Ltd 0.04 - - 0.04 - - - - Pidilite Bamco Ltd 0.08 - - 0.08 0.09 - - 0.09
Cipy Polyurethanes Pvt Ltd 1.07 - - 1.07 - - - - Pidilite Innovation Centre Pte Ltd 0.01 - - 0.01 - - -
Sub-Total (m) 1.67 - - 1.67 1.25 - - 1.25 Nebula East Africa Pvt Ltd 0.05 - - 0.05 0.04 - - 0.04
Bamco Supply and Services Ltd 0.03 - - 0.03 0.02 - - 0.02
n. Compensation of Key Management Personnel of the Company:
Pidilite East Africa Ltd 0.14 - - 0.14 - - - -
Remuneration/ Commission to Directors:
Pidilite Litokol Pvt Ltd 0.04 - - 0.04 - - - -
(Short Term Employee benefits)
Pidilite Grupo Puma Mfg Ltd 0.03 - - 0.03 - - - -
- Shri M B Parekh - - 4.15 4.15 - - 3.98 3.98 Pidilite C-Techos Walling Ltd 0.04 - - 0.04 - - - -
- Shri Bharat Puri - - 13.96 13.96 - - 15.42 15.42 Cipy Polyurethanes Pvt Ltd 0.43 - - 0.43 - - - -
- Shri A B Parekh - - 1.80 1.80 - - 6.58 6.58 Sub-Total 9.63 - - 9.63 5.04 - - 5.04
iii Trade Payables (net)
- Shri A N Parekh - - 5.84 5.84 - - 5.57 5.57
Vinyl Chemicals (India) Ltd - 23.07 - 23.07 - 49.95 - 49.95
- Shri Sabyasachi Patnaik - - 2.01 2.01 - - 2.45 2.45
ICA Pidilite Pvt Ltd 3.57 - - 3.57 6.51 - - 6.51
- Shri Debabrata Gupta - - 0.29 0.29 - -
Nitin Enterprises 0.16 - - 0.16 1.50 - - 1.50
Sub-Total - - 28.05 28.05 - - 34.00 34.00 Pidilite Industries Trading 0.72 - - 0.72 1.03 - - 1.03
Share-based payments (Shanghai) Co. Ltd
Pidilite MEA Chemicals LLC 0.04 - - 0.04 - - - -
- Shri Bharat Puri - - 16.65 16.65 - - 11.03 11.03
Pidilite USA Inc 1.85 - - 1.85 - - - -
- Shri Sabyasachi Patnaik - - 0.40 0.40 - - 0.37 0.37
Pidilite Innovation Centre Pte Ltd - - - - 0.29 - - 0.29
Sub-Total - - 17.05 17.05 - - 11.40 11.40 Hybrid Coatings 0.02 - - 0.02 0.39 - - 0.39
o. Dividend Paid - - 158.25 158.25 - - 68.26 68.26 Building Envelope Systems 0.49 - - 0.49 0.21 - - 0.21
India Ltd
p. Outstanding Balances: PIL Trading (Egypt) Company 0.23 - - 0.23 0.04 - - 0.04
PT Pidilite Indonesia 0.07 - - 0.07 0.15 - - 0.15
i Trade Receivables (net)
Pidilite Chemical PLC 0.02 - - 0.02 0.03 - - 0.03
Parekh Marketing Ltd - - 12.39 12.39 - - 19.05 19.05
Parekh Marketing Ltd - - 0.01 0.01 - - - -
Pidilite MEA Chemicals LLC 22.63 - - 22.63 17.00 - - 17.00
Sub-Total 7.17 23.07 0.01 30.25 10.15 49.95 - 60.10
Nina Percept Private Limited 24.76 - - 24.76 18.71 - - 18.71 q. Corporate guarantee given to bank on behalf of
Pidilite Industries Egypt - SAE 10.60 - - 10.60 3.58 - - 3.58 Pulvitec do Brasil Industria e 25.64 - - 25.64 16.60 - - 16.60
PIDILITE ANNUAL REPORT 2019-20
Pidilite Innovation Centre Pte Ltd 0.32 - - 0.32 - - - - Bamco Supply & Services Ltd 1.09 - - 1.09 1.00 - - 1.00
Sub-Total (q) 104.19 - - 104.19 88.64 - - 88.64
PIL Trading (Egypt) Company 0.44 - - 0.44 - - - -
* Amount is 41,485 ( 40,623 for the year ended 31st March 2019)
Sub-Total 66.76 - 12.39 79.15 44.01 - 19.05 63.06
142 All figures above are inclusive of GST(wherever applicable)
Notes forming part of the financial statements Notes forming part of the financial statements 145
(a) Compensated Absences 1 Present value of defined benefit obligation at the beginning of the year 74.28 62.72
2 Current Service Cost 6.98 5.52
(b) Anniversary Awards
3 Interest Cost 4.97 4.64
(c) Premature Death Pension Scheme 4 Actuarial (Gains)/Loss
Actuarial (gains)/ losses arising from changes in demographic assumption (0.04) 0.40
(d) Total Disability Pension Scheme
Actuarial (gains)/ losses arising from changes in financial assumption 1.28 2.33
Actuarial (gains)/ losses arising from changes in experience adjustment 13.42 1.81
5 Past Service cost - -
PIDILITE ANNUAL REPORT 2019-20
a Discount Rate - 100 basis points 93.28 79.42 23,600 29.07.2016 29.07.2018 1.00 730.61
5 Granted on 9 November 2016-ESOS 2012
th
1,500 09.11.2016 09.11.2017 1.00 661.86
b Discount Rate + 100 basis points 82.55 69.78
1,500 09.11.2016 09.11.2018 1.00 661.86
Salary Increase Rate
6 Granted on 8th November 2017-ESOP 2016 28,750 08.11.2017 08.11.2018 1.00 734.15
a Rate - 100 basis points 82.47 69.72
28,750 08.11.2017 08.11.2019 1.00 734.15
b Rate + 100 basis points 93.27 79.39 7 Granted on 11th April 2018-ESOP 2016 4,150 11.04.2018 11.04.2019 1.00 976.94
Note on Sensitivity Analysis 4,150 11.04.2018 11.04.2020 1.00 976.94
1 Sensitivity analysis for each significant actuarial assumptions of the Company which are discount rate and salary 8 Granted on 30th October 2018-ESOP 2016 1,33,200 30.10.2018 30.10.2019 1.00 931.19
assumptions as of the end of the reporting period, showing how the defined benefit obligation would have been 1,33,200 30.10.2018 30.10.2020 1.00 931.19
affected by changes is called out in the table above.
1,500 30.10.2018 30.10.2019 1.00 924.50
2 The method used to calculate the liability in these scenarios is by keeping all the other parameters and the data
same as in the base liability calculation except for the parameters to be stressed. 1,500 30.10.2018 30.10.2020 1.00 924.50
2,000 30.10.2018 30.10.2021 1.00 924.50
3 There is no change in the method from the previous period and the points/ percentage by which the assumptions
are stressed are same to that in the previous year. 9 Granted on 23rd January 2019-ESOP 2016 3,000 23.01.2019 23.01.2022 1.00 1112.48
3,000 23.01.2019 23.01.2023 1.00 1112.48
For the For the
4,000 23.01.2019 23.01.2024 1.00 1112.48
year ended year ended
31st March 2020 31st March 2019 1,500 23.01.2019 29.01.2021 1.00 1127.85
PIDILITE ANNUAL REPORT 2019-20
146 (ix) Average Expected Future Working Life (yrs) 11.09 10.24
Notes forming part of the financial statements Notes forming part of the financial statements 149
Exercise price 1.00 1.00 1.00 1.00 1.00 1.00 Risk free interest rate (%) 7.03 6.15 6.39 6.15
Date of vesting (1) 10.04.2017 29.01.2017 29.07.2017 29.07.2017 09.11.2017 08.11.2018 Expected volatility (%) 23.06 23.69 24.49 23.69
Dividend yield (%) 0.91 0.93 0.79 0.74 0.89 0.85 Date of vesting (2) - - 18.11.2023 31.01.2022
Dividend yield (%) - - 0.74 0.74
Option life (no. of years) 3.50 3.50 3.50 2.50 3.50 2.50
Option life (no. of years) - - 6.80 5.01
Risk free interest rate (%) 8.07 7.80 7.39 7.28 6.73 6.69
Risk free interest rate (%) - - 6.43 6.39
Expected volatility (%) 52.17 54.46 21.51 17.70 20.94 22.12
Expected volatility (%) - - 24.56 23.76
Date of vesting (2) 10.04.2018 29.01.2018 29.07.2018 29.07.2018 09.11.2018 08.11.2019
Dividend yield (%) 0.97 1.21 0.85 0.79 0.96 0.91 c) Movements in Share Options during the year
Option life (no. of years) 4.50 4.50 4.50 3.50 4.50 3.50 Particulars During the year ended During the year ended
31st March 2020 31st March 2019
Risk free interest rate (%) 8.07 7.80 7.56 7.39 6.93 6.64
Options Weighted Options Weighted
Expected volatility (%) 52.17 54.46 24.25 21.51 23.94 24.01 (No.s) average (No.s) average
Date of vesting (3) - 29.01.2019 - - - - exercise exercise
price per price per
Dividend yield (%) - 1.27 - - - - option option
Option life (no. of years) - 5.50 - - - - Option outstanding at the beginning of the year
Risk free interest rate (%) - 7.80 - - - - - ESOS 2012 - 1 1,19,400 1
Expected volatility (%) - 54.46 - - - - - ESOP 2016 3,15,750 1 79,000 1
Granted during the year
Inputs into the model Granted on Granted Granted on 23rd January 2019-ESOP 2016 - ESOP 2016* 12,500 1 2,95,700 1
11th April on 30th Vested during the year - ESOS 2012 - 1 1,10,500 1
2018-ESOP October
2016 2018-ESOP Vested during the year - ESOP 2016** 1,55,850 1 47,200 1
2016 Exercised during the year - ESOS 2012 - 1 1,19,400 1
Share price (on the date previous to grant date) 1,000.15 961.55 1,152.80 1,152.80 1,152.80
Exercised during the year - ESOP 2016*** 1,45,500 1 48,550 1
Exercise price 1.00 1.00 1.00 1.00 1.00 Lapsed during the year****
Date of vesting (1) 11.04.2019 30.10.2019 23.01.2022 29.01.2021 01.02.2021 - ESOP 2016 (granted on 29th July 2016) - 1 1,000 1
Dividend yield (%) 0.62 2.54 0.84 0.84 0.84 - ESOP 2016 (granted on 8th November 2017) 2,400 1 3,500 1
Option life (no. of years) 2.50 2.50 6.00 5.02 5.02 - ESOP 2016 (granted on 11 April 2018)
th
- 1 5,000 1
Risk free interest rate (%) 7.09 8.01 7.56 7.49 7.49 - ESOP 2016 (granted on 30th October 2018) 9,500 1 900 1
Expected volatility (%) 21.65 23.20 24.34 23.87 23.86 Options outstanding at the end of the year
Date of vesting (2) 11.04.2020 30.10.2020 23.01.2023 29.01.2022 01.02.2022 - ESOP 2016 1,70,850 1 3,15,750 1
Dividend yield (%) 0.66 3.62 0.84 0.84 0.84 Options available for grant
Option life (no. of years) 3.50 3.50 7.00 6.02 6.03 - ESOS 2012 34,200 1 34,200 1
PIDILITE ANNUAL REPORT 2019-20
Risk free interest rate (%) 7.28 8.02 7.58 7.56 7.56 - ESOP 2016 41,13,500 1 41,14,100 1
The weighted average share price at the date of exercise for 1331.62 1239.18
Expected volatility (%) 23.59 23.24 24.37 24.32 24.30
stock options exercised during the year
Date of vesting (3) - 30.10.2021 23.01.2024 - -
Range of exercise price for options outstanding at the end of the year 1 1
Dividend yield (%) - 4.82 0.84 - -
Option life (no. of years) - 4.50 8.00 - - * Includes 1,000 options (Previous year 2,200) granted to Eligible Employees of the Subsidiary Companies.
Risk free interest rate (%) - 8.15 7.65 - - ** Includes 1100 options (Previous year 1,950) vested by Eligible Employees of the Subsidiary Companies
Expected volatility (%) - 24.34 24.40 - - *** Includes 400 options (Previous year 1,950) exercised by Eligible Employees of the Subsidiary Companies
**** Lapsed due to termination of employment with the Company.
The Company has allotted 3,300 equity shares on 10th June 2020 of face value of 1/- each under Employee Stock Option Plan -
148
2016 to the employees of the Company and its subsidiaries to whom the options were granted.
Notes forming part of the financial statements Notes forming part of the financial statements 151
The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while Foreign Currency Exposure Foreign Currency Exposure
maximising the return to stakeholders through the optimum utilisation of the equity balance. The capital structure of the (in FC) ( in crores)
Company consists of only equity of the Company. The Company is not subject to any externally imposed capital requirements. 31st March 31st March 31st March 31st March
2020 2019 2020 2019
(B) Categories of financial instruments
( in crores) Amounts recoverable/ (advance) in foreign currency on account of the following:
EUR 7,99,474.10 14,88,215.92 6.65 11.56
As at As at
31 March
st
31 March
st USD 1,18,56,074.29 1,49,08,116.35 89.42 103.13
2020 2019
AUD 38,745.00 - 0.18 -
Financial Assets Amounts (payable)/ advance in foreign currency on account of the following:
Measured at fair value through profit or loss (FVTPL) AED 2,36,491.04 41,460.00 0.49 0.08
Investments in Mutual funds, Preference Shares, Debentures and Bonds 1,025.81 1,515.91 AUD 1,820.00 1,820.00 0.01 0.01
Derivative assets towards Foreign Exchange Forward Contracts 1.70 0.03 BDT* 50,000.00 50,000.00 0.00 0.00
Derivative Asset towards call option to buy subsidiary shares 0.24 7.61 CHF (5,212.31) 27,261.36 (0.04) 0.19
Other Financial Liabilities 524.42 443.70 Impact on profit or loss for the year (a) (0.36) 0.30
Total Financial Liabilities 1,127.82 936.01
EUR impact
(C) Financial risk management objectives
For the For the
The Company’s Corporate Treasury function provides services to the business, co-ordinates access to domestic and year ended year ended
international financial markets, monitors and manages the financial risks relating to the operations of the Company through 31st March 2020 31st March 2019
internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk, credit risk
and liquidity risk. The Company undertakes transactions denominated in foreign currencies; consequently, exposures to Impact on profit or loss for the year (b) 0.09 0.06
exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising foreign
exchange forward contracts. Compliance with policies and exposure limits is a part of Internal Financial Controls. The
Company does not enter into or trade in financial instruments, including derivative financial instruments, for speculative JPY impact
PIDILITE ANNUAL REPORT 2019-20
purposes. The Corporate Treasury function reports quarterly to the Company’s risk management committee, an independent For the For the
body that monitors risks and policies implemented to mitigate risk exposures. year ended year ended
(D) Market risk 31st March 2020 31st March 2019
The Company’s activities expose it primarily to the financial risk of changes in foreign currency exchange rates (see note E Impact on profit or loss for the year (c) (0.01) (0.01)
below). The Company enters into foreign exchange forward contracts to manage its exposure to foreign currency risk of
net imports. (a) This is mainly attributable to the exposure of outstanding USD receivables and payables at the end of the
reporting period.
(b) This is mainly attributable to the exposure of outstanding EUR receivables and payables at the end of the
reporting period.
(c) This is mainly attributable to the exposure of outstanding JPY payables at the end of the reporting period.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure
150 at the end of the reporting period does not reflect the exposure during the year.
Notes forming part of the financial statements Notes forming part of the financial statements 153
As at As at As at As at
31st March 31st March 31st March 31st March
2020 2019 2020 2019
Current Tax
Deferred Tax Assets (38.60) (28.26)
In respect of the current year 368.65 438.43
Deferred Tax Liabilities 114.57 141.23
In respect of prior years - (52.87)
TOTAL 75.97 112.97
TOTAL 368.65 385.56
a 2019- 2020 Deferred Tax
Deferred Tax (Assets)/ Liabilities in relation to : In respect of the current year (33.32) 11.45
Property, Plant and Equipment 51.95 (33.87) - 18.08 b The Income Tax expense for the year can be reconciled to the accounting profit as follows:
As at As at
Intangible Assets 72.08 0.99 - 73.07
31st March 31st March
2020 2019
FVTPL Financial Assets 17.07 (12.84) - 4.23
Profit Before Tax 1,436.95 1,376.45
Provisions for VRS 0.12 (0.12) - -
Income Tax Rate (%) 25.17 34.94
Allowance for doubtful debts (12.86) 5.05 - (7.81)
Income Tax expense 361.65 480.99
Provision for Employee Benefits (14.99) 6.34 (3.68) (12.33) Effect of income that is exempt from taxation (4.19) (6.49)
Share issue and buy-back costs (0.40) 1.88 - 1.48 Effect of expenses that are not deductible in determining taxable profit 21.93 4.59
Effect of concessions (research and development and backward area deductions) (3.46) (17.05)
Others - (0.75) - (0.75)
Effect of lower rate of tax (48.22) (17.72)
TOTAL 112.97 (33.32) (3.68) 75.97
Others 7.62 5.56
b 2018- 2019
TOTAL 335.33 449.88
Deferred Tax (Assets)/ Liabilities in relation to: Adjustments recognised in the current year in relation to the current tax for - (52.87)
prior years
Property, Plant and Equipment 52.59 (0.64) - 51.95
Income tax expense recognised in profit or loss 335.33 397.01
Intangible Assets 63.80 8.28 - 72.08
* The Tax rate used for the above reconciliation is the corporate tax rate of 25.168% (34.944% for the year ended 31 March 2019)
st
payable by corporate entities in India on taxable profits under Indian Tax Law.
FVTPL Financial Assets 16.68 0.39 - 17.07
Share issue and buy-back costs (3.17) 2.77 - (0.40) Tax arising on income and expenses recognised in Other Comprehensive Income:
Total 102.90 11.45 (1.39) 112.97 Re-measurement of Defined Benefit Obligation 3.68 1.39
154
Notes forming part of the financial statements Notes forming part of the financial statements 157
Revenue expenditure charged to Statement of Profit and Loss Reconciliation of operating lease commitments as at 31st March 2019 with the lease liabilities recognised in the Balance
69.37 64.09
Sheet as at 1st April 2019:
TOTAL 71.22 64.54 Particulars
Operating lease commitments disclosed as at 31st March 2019 34.28
Discounted using incremental borrowing rate of at 1st April 2019 46.51
50 Disclosures required under Section 22 of Micro, Small and Medium Enterprise Development Act, 2006
Add : finance lease liabilities recognised as at 31 March 2019
st
-
As at As at
(Less) : short-term leases not recognised as a liability (10.94)
31st March 31st March
2020 2019 (Less) : low-value leases not recognised as a liability -
(i) Principal amount remaining unpaid to any SME supplier as at the end of the 9.30 20.96 Lease liability recognised as at 1 April 2019
st
69.85
accounting year
Of which are:
(ii) Interest due thereon remaining unpaid to any supplier as at the end of the - 0.00 Current lease liabilities 16.49
accounting year*
Non-current lease liabilities 53.36
(iii) The amount of interest paid along with the amounts of the payment made to the - -
supplier beyond the appointed day ( in crores)
Impact of adoption of Ind AS 116 on the statement of profit and loss:
(iv) The amount of interest due and payable for the year - -
Particulars For the
(v) The amount of interest accrued and remaining unpaid at the end of the - - year ended
accounting year 31st March
2020
(vi) The amount of further interest due and payable even in the succeeding year, until - -
Interest on lease liabilities (refer Note 35) 6.08
such date when the interest dues as above are actually paid
Depreciation of Right-of-use assets (refer Note 36) 24.19
TOTAL 9.30 20.96
Deferred tax (credit) (0.97)
The above information regarding dues to Micro and Small Enterprises has been determined to the extent such parties have been Impact on the statement of profit and loss for the period 29.30
identified on the basis of information collected with the Company. This has been relied upon by the auditors.
* Amount is Nil ( 45,519 for the year ended 31st March 2019). Expenses related to short term lease incurred during the year 11.96
( in crores)
Sr. Particulars In cash Yet to be paid Total
No. in cash
156
Notes forming part of the financial statements Notes forming part of the financial statements 159
a) During the year, Madhumala Ventures Pvt Ltd (Formerly known as Madhumala Traders Pvt Ltd) h) During current year, the Company decided to sell plant and machinery pertaining to Synthetic Elastomer
(Madhumala), a wholly owned subsidiary of the Company: project located at Dahej having a carrying value of 60.52 crores as on 1st April 2019 (included in capital
work in progress). Accordingly, reclassified these assets as “Assets held for sale” at fair market value of
(i) invested an amount of 2.00 crores in the Aapkapainter Solutions Pvt Ltd (Aapkapainter). 38.28 crores and an impairment loss amounting to 22.24 crores was provided in September 2019.
Madhumala has agreed to make an investment of 5.00 crores in Aapkapainter, a company engaged The Company has undertaken its best efforts to find buyers for these assets. In absence of buyer, as at
in providing painting and waterproofing solutions to retail consumer. 31st March 2020, these assets were fair valued at estimated realizable scrap value in accordance with Ind
AS 113 “Fair Value Measurement”, being asset categorized as Level 3, whereby fair value is determined
(ii) invested an amount of 71.47 crores in the Trendsutra Platform Services Pvt Ltd (Pepperfry) by based on the inputs to the valuation technique.
subscription to Compulsory Convertible Non-Cumulative Preference Shares. Pepperfry is an online
furniture chain in India. Out of these assets, Company has identified certain plant & machinery amounting to 5.33 crores for its
internal use and remaining plant & machinery amounting to 32.95 crores have been further impaired.
(iii) invested an amount of 49.00 crores in the Homevista Décor & Furnishings Pvt Ltd (HomeLane) by Hence, an impairment loss aggregating to 55.19 crores is disclosed as an exceptional item in the
subscription to Compulsory Convertible Cumulative Preference Shares. HomeLane is a fast growing financial statements.
home interiors company backed by strong tech-stack and presence in 7 cities with 16 experience
i) During the year, the Company had paid Interim Dividend of 7.00 per equity share of 1 each for the
centers in India.
financial year 2019-20.
b) During previous year, Percept Waterproofing Services Limited (Percept) (80% Subsidiary of the
Company) was merged with Nina Waterproofing Systems Pvt Ltd (Nina) (70% Subsidiary of the j) In March 2020, the World Health Organisation declared COVID-19 to be a pandemic. The operation of
Company), pursuant to the Hon’ble National Company Law Tribunal, Mumbai Bench, order dated the Company were disrupted since mid of March 20. As on date, The Company has already restarted the
operations albeit in a phased manner after obtaining necessary permissions as required. The Company
11th January 2019, w.e.f. the Appointed date i.e. 1st April 2017 and consequently, Percept stands dissolved
has adopted measures to curb the spread of infection in order to protect the health of its employees
without winding up. Further, post the said merger, w.e.f 27th March 2019, Nina is known as AEKAM
and ensure business continuity with minimal disruption including remote working, maintaining social
Construction Specialties Private Limited (AEKAM) and w.e.f 15th April 2019, AEKAM is known as Nina
distancing, sanitization of work spaces etc.
Percept Private Limited. Accordingly, the company’s investment in Percept are merged with Nina Percept
Private Limited and the Company holds 71.53% stake in the merged entity. The Company has evaluated the impact of COVID-19 on the operations of the Company, order booking
and revenue, cash flow, assets and liabilities and factored in the impact of it upto the date of approval of
c) During the year, Nina Percept Private Limited (NPPL), subsidiary of the Company along with Pidilite these financial statements on the carrying value of its assets and liabilities.
Speciality Chemicals Bangladesh Pvt Ltd (PSCB), step-down subsidiary of the Company, has
incorporated a subsidiary in Bangladesh namely ‘Nina Percept (Bangladesh) Pvt Ltd’ to carry on the Even though, it is very difficult to predict the duration of the disruption and severity of its impact, on the
business of roofing and waterproofing services. NPPL shall hold 99% of the paid up share capital of Nina basis of evaluation of overall economic environment, outstanding order book, liquidity position, debt
Percept (Bangladesh) Pvt Ltd and the balance 1% shall be held by PSCB. free status, recoverability of receivables, the Company expects to recover the carrying amount of these
assets and currently does not anticipate any further impairment of it. In assessing the recoverability,
d) During the year, the Company has incorporated a subsidiary in the name of ‘Pidilite Litokol Private the Company has considered internal and external information upto the date of approval of these Ind
Limited’ (PLPL). This subsidiary is incorporated to carry on the business of chemicals epoxy grouts, AS financial statements and has concluded that there are no material impact on the operations and the
chemical based products, etc. In terms of Shareholder’s agreement, the Company shall hold 60% of the financial position of the Company.
paid-up share capital and balance capital held by Litokol SPA, Italy.
Given the uncertainties, the impact of COVID-19 maybe different from that estimated as at the date of
e) During the year, The Company has incorporated a subsidiary in the name of ‘Pidilite Grupo Puma approval of these standalone financial statements, and the Company will continue to closely monitor the
Manufacturing Limited’ (PGPML) to carry on the business of manufacturing, processing, trading or developments.
dealing in technical mortars, building materials, high quality C2 tile adhesives, other materials used in
construction etc. The Company shall hold 50% of the paid-up share capital and balance capital held by 54 Events after reporting period
Corporacion Empresarial Grupo Puma S.L. (Grupo Puma).
The Company has entered into a definitive agreement with Tenax SPA Italy (Tenax Italy) for acquiring 70% of
f) The Board of Directors at its meeting held on 29th January 2020 have approved a restructuring proposal the share capital of Tenax India Stone Products Pvt Ltd (Tenax India) for cash consideration of approximately
whereby the Company shall, for operational convenience and synergies, acquire the business of wholly 80.00 crores (depending upon the actual cash and working capital at the time of closing), subject to
owned entity, M/s Nitin Enterprise (a partnership firm having two partners which are wholly owned certain preconditions being met prior to closing of the transaction. Tenax Italy is the leading manufacturer
subsidiaries of the Company) on a slump sale basis for a cash consideration of an amount not exceeding of adhesives, coating, surface treatment chemicals and abrasives for the marble, granite and stone industry.
18.50 crores. The Company has applied and awaiting for necessary approvals. Tenax India is a subsidiary of Tenax Italy engaged in the sales and distribution of Tenax Italy products for the
g) During the year, the Company has incorporated a Subsidiary Company in the name of “Pidilite C-Techos retail market in India.
Walling Limited” (PCWL) to carry on the business of construction of building works or any other
structural or architectural work of any kind using C-Techos wall technology, manufacturing of ACC panels 55 Approval of the financial statements
and other ancillary products. The Company shall hold 60% of the paid-up share capital and balance
capital held by Chetana Exponential Technologies Pvt Ltd. The financial statements are approved for issue by the Audit Committee and by the Board of Directors at
PIDILITE ANNUAL REPORT 2019-20
158
Corporate Governance Report 161
The Directors of the Company are in a fiduciary position, empowered to oversee the management functions Shri Bharat Puri Tata Consumer Products Limited Non-Executive - Independent Director
with a view to ensuring its effectiveness and enhancement of shareholders value. The Board also reviews and (formerly known as Tata Global
approves management’s strategic plan & business objectives and monitors the Company’s strategic direction. Beverages Ltd)
Shri A B Parekh Vinyl Chemicals (India) Limited Non-Executive – Non Independent Director
The composition of the Board is in conformity with Regulation 17 of the Listing Regulations as well as the
Companies Act, 2013 read with the Rules issued thereunder. The Independent Directors constitute 50% of Shri A N Parekh - -
the Board’s strength. The details of composition of the Board, category, attendance of Directors at the Board Shri B S Mehta Procter & Gamble Hygiene Non-Executive - Independent Director
Meetings and previous Annual General Meeting (50th AGM), number of other Directorships and Committee and Health Care Limited
positions as on 31st March 2020 are given below:
Century Enka Limited Non-Executive - Independent Director
Sr. Name DIN Category No. of Attendance No. of No. of Committee Gillette India Limited Non-Executive - Independent Director - Chairperson
No. Board at 50th AGM Directorships positions held in
Meetings held in other other companies **** Atul Limited Non-Executive - Independent Director
attended companies(***) Member Chairman-
@ Shri Sanjeev Aga UFO Moviez India Limited Non-Executive - Independent Director-Chairperson
-ships ships
1. Shri M B Parekh 00180955 ED (P) 6 Yes 9 1 - Mahindra Holidays & Resorts India Limited Non-Executive - Independent Director
(Executive Chairman) Larsen & Toubro Infotech Limited Non-Executive - Independent Director
2. Shri N K Parekh 00111518 NED (P) 6 Yes 10 1 - Larsen And Toubro Limited Non-Executive - Independent Director
(Vice Chairman)
Shri Uday Khanna Castrol India Limited Non-Executive - Independent Director
3. Shri Bharat Puri 02173566 ED 6 Yes 4 1 -
(Managing Director) Pfizer Limited Non-Executive - Independent Director
4. Shri A B Parekh 00035317 ED (P) 3 No 14 - - Kotak Mahindra Bank Limited Non-Executive - Independent Director
(Whole Time Director)
Smt Meera Shankar ITC Limited Non-Executive - Independent Director
5. Shri A N Parekh 00111366 ED (P) 6 Yes 6 1 -
(Whole Time Director) Adani Transmission Limited Non-Executive - Independent Director
6. Shri Sabyaschi Patnaik 07183784 ED 5 Yes - - - Hexaware Technologies Limited Non-Executive - Independent Director
(Whole Time Director)*
JK Tyre & Industries Ltd. Non-Executive - Independent Director
7. Shri B S Mehta 00035019 NED (I) 4 Yes 5 4 -
Shri Vinod Kumar Dasari Eicher Motors Ltd Executive Director
8. Shri Sanjeev Aga 00022065 NED (I) 6 Yes 6 2 1
Shri Piyush Pandey D. B. Corp Limited Non-Executive - Independent Director
9. Shri Uday Khanna 00079129 NED (I) 6 Yes 5 1 3
Zee Entertainment Enterprises Limited Non-Executive - Independent Director
10. Smt Meera Shankar 06374957 NED (I) 5 Yes 4 2 -
Shri Sabyaschi Patnaik - -
11. Shri Vinod Kumar Dasari 00345657 NED (I) 4 Yes 4 - -
(Upto 29th February, 2020)
12. Shri Piyush Pandey 00114673 NED (I) 6 Yes 6 3 - Shri Debabrata Gupta - -
13. Shri Debabrata Gupta 01500784 ED 1 - - - - (w.e.f. 1st March 2020)
(Whole Time Director)**
PIDILITE ANNUAL REPORT 2019-20
Shri M B Parekh and Shri A B Parekh are related to each other. Shri A N Parekh and Shri N K Parekh are related
Notes: to each other. The Chairman is not related to the Managing Director, as per the definition of ‘relative’ defined
# The meeting was held on 5th March 2020 and continued till 8th March 2020 under the Companies Act, 2013. The Chairman of the Company is a Promoter Director and has been serving as a
@ Including participation by Video conference. Director of the Company since 1972. He has guided the Company through decades of diversification and growth.
* Ceased to be a Director on the Board of the Company from the close of business hours of 29th February 2020 due to He is primarily responsible for ensuring that the Board provides effective governance to the Company.
his resignation.
The Managing Director of the Company is responsible for executing all corporate strategy and planning in
** Appointed as an Additional Director w.e.f. 1st March 2020. He is also appointed as a Whole Time Director designated as
Director-Operations for 3 years w.e.f. 1st March 2020 at the Board meeting held on 29th January 2020. consultation with the Board and other matters of the management.
*** Including directorships held in private limited companies, section 8 companies (as per Companies Act, 2013), Alternate The number of shares held by Non-Executive Directors as on 31st March 2020:
directorships and directorships in entities incorporated outside India.
**** Position in Audit Committee and Stakeholders Relationship Committee only (excluding private limited company, foreign
Shri B S Mehta – 24,716, Shri Sanjeev Aga – 798, Shri Uday Khanna – 5,000, Smt Meera Shankar – Nil; Shri Vinod
company and section 8 company) as provided in Regulation 26(1) of Listing Regulations. Kumar Dasari – Nil, Shri Piyush Pandey - Nil and Shri N K Parekh (Promoter) – 5,42,73,688.
160
163
√ √ √ √ √ √ During the financial year 2019-20, five meetings of the NRC were held on 13th May 2019, 13th November 2019,
Shri M B Parekh
16th December 2019, 29th January 2020 and 5th March 2020.
Shri N K Parekh √ √ √ √ √ √
Details of composition of the NRC and attendance of the members at the meetings are given below:
Shri Bharat Puri √ √ √ √ √ √
Sr. No. Name Designation Category No. of meetings attended
Shri A B Parekh √ √ √ √ √ √
1 Shri B S Mehta Chairman NED (I) 4
Shri A N Parekh √ √ √ √ √ √
2 Shri N K Parekh Member NED (P) 5
Shri Debabrata Gupta √ √ √ √
3 Shri Sanjeev Aga Member NED (I) 5
Independent Directors
4 Shri Vinod Dasari* Member NED (I) 3
Shri B S Mehta √ √ √ √
*Shri Vinod Dasari was appointed as member of NRC at the Board Meeting held on 13th November 2019.
Shri Sanjeev Aga √ √ √ √ √
Shri Rahul Kumar Sinha, Chief Human Resource Officer, acts as the Secretary of the NRC.
Shri Uday Khanna √ √ √ √ √
The Committee’s constitution and terms of reference are in compliance with the provisions of Section 178 of
Smt Meera Shankar √ √ √
the Companies Act, 2013, Regulation 19 and Part D of Schedule II of Listing Regulations and SEBI (Share Based
Shri Vinod Dasari √ √ √ √ √ Employee Benefits) Regulations, 2014, as amended from time to time.
Shri Piyush Pandey √ √ √ √ √ The Committee has formulated Remuneration Policy for Directors, Key Managerial Personnel and Senior
Independent Directors’ Meeting Management Personnel and is available on the Company’s website viz. www.pidilite.com. The Remuneration
Policy is directed towards time commitment and responsibilities of the Directors and senior management,
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013
desirability of performance-based remuneration and salaries paid by comparable companies.
and Regulation 25(3) of Listing Regulations, meetings of the Independent Directors of the Company were held
on 13th November 2019 and 5th March 2020. The criteria for performance evaluation of Directors, Board etc. cover the areas relevant to the functioning of
This is to confirm that in the opinion of the Board, the Independent Directors fulfill the conditions specified in Independent Directors such as preparation, participation, conduct and effectiveness. The Board evaluation for
Listing Regulations and are independent of the management. financial year 2019-20 was completed and summary of findings and recommendations were discussed by
the Directors.
3. Audit Committee
A. Remuneration of Directors
The composition of the Audit Committee, its powers and terms of reference are in alignment with provisions of
Details of Executive Directors’ remuneration for the financial year 2019-20 are given below:
Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing
Regulations. The members of the Audit Committee are financially literate and have experience in financial ( in crores)
management. All the recommendations made by the Audit Committee during the year under review were Sr. Name Salary * Commission Variable Pay Perquisites Total Tenure
accepted by the Board. No. Payable (Provision) and other (No. of years)
allowances
During the financial year 2019-20, five meetings of the Audit Committee were held on 13th May 2019,
1 Shri M B Parekh 1.85 0 0 1.98 3.83 5 years from
5th August 2019, 12th November 2019, 28th January 2020 and 5th March 2020 (in respect of all the aforesaid
(Executive Chairman) 01.08.2018
meetings except the meeting held on 5th March 2020 certain business items were transacted and then meeting
2 Shri Bharat Puri 5.74 3.61 1.37 18.73 29.45 5 years from
were adjourned to the next consecutive day for discussion on financial results and other related matters)
(Managing Director) 10.04.2020@
Details of composition of the Audit Committee and attendance of the members at the meetings are given below: 3 Shri A B Parekh 0.79 0 0 0.85 1.64 5 years from
(Whole Time Director) 01.08.2018
Sr. No. Name Designation Category No. of Meetings attended
PIDILITE ANNUAL REPORT 2019-20
2 Shri M B Parekh Member ED (P) 5 5 Shri Sabyaschi Patnaik 0.58 0 0 1.73 2.31 3 years from
(Whole Time Director)** 19.05.2018
3 Shri Uday Khanna Member NED (I) 5 6 Shri Debabrata Gupta # 0.09 0 0.11 0.08 0.28 3 years from
01.03.2020
4 Shri Sanjeev Aga Member NED (I) 5*
* Includes House Rent Allowance
* Shri Sanjeev Aga was not able to attend the meeting held on 28th January 2020. However, he attended the adjourned
** Resigned as a Director from the close of business hours of 29 th February 2020.
Audit committee meeting held on 29th January 2020.
# Appointed as a Director w.e.f 1st March 2020.
Shri Bharat Puri, Managing Director is a permanent invitee, ex-officio.
@ Subject to approval of Shareholders, Board has re-appointed Shri Bharat Puri as Managing Director and Shri A N Parekh
162 as Whole-time Director.
165
30.10.2020 1,10,000 Within 3 years from the The Committee is empowered to look into redressal of shareholders’/investors’ grievance such as complaints
date of vesting relating to transfer/transmission of shares, non-receipt of declared dividends, non-receipt of Annual Reports,
2 Shri Sabyaschi Patnaik 30.10.2019 1,150* Within 3 years from the effective exercise of voting rights by shareholder, service standards for Registrar and Share Transfer Agent,
date of vesting reducing quantum of unclaimed dividend, etc.
08.11.2019 1,500*
The status of investor grievances and share transfers is reported to the Board on periodic basis.
30.10.2020 1,150**
Shri Puneet Bansal, Company Secretary and Smt. Manisha Shetty, Additional Company Secretary, are the
# The stock options are issued at the face value. Compliance Officers for complying with the requirements of the Securities Laws and Listing Regulations.
* Vested and exercised. Barring certain cases pending in Courts/Consumer Forums, mainly relating to disputes over the title to shares, in
** Options lapsed due to resignation. which the Company has been made a party, the Company and TSR Darashaw Consultants Pvt Ltd, have attended
B. Service contracts, notice period, severance fees to all the shareholders’/investors’ grievances/correspondences generally within a period of 15 days from the date
of receipt.
Notice period for the Executive Directors is as applicable to the senior employees of the Company except
for Shri Bharat Puri where the notice period is of 365 days (as per agreement). No severance fee is payable The total number of letters received from the shareholders were 808 of which only 9 were in the nature of
to the Executive Directors on termination of employment. complaints. All the complaints were resolved to the satisfaction of shareholders. 1 request for transfer of shares
was pending as on 31st March 2020. This pending request lodged in the last week of March 2020 has been
C. Details of sitting fees and commission to Non-Executive Directors
subsequently processed and completed.
The details of sitting fees paid for attending the Board/ Committee meetings and commission due to the
Non-Executive Directors for the year ended 31st March 2020 are as under: As per SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) the Company has adopted
a Code of Conduct for Prevention of Insider Trading (Code). All the Directors, employees and other persons
Sr.
Name Sitting fees ( ) Commission Payable ( ) Total ( ) specified therein are governed by this Code.
No.
1 Shri B S Mehta 3,90,000 20,00,000 23,90,000 The Company appointed Shri A N Parekh, Whole Time Director, Shri Puneet Bansal, Company Secretary and
Smt. Manisha Shetty, Additional Company Secretary as the Compliance Officers under PIT Regulations.
2 Shri Sanjeev Aga 5,22,000 20,00,000 25,22,000 6. Risk Management Committee
3 Shri Uday Khanna 3,60,000 20,00,000 23,60,000 In compliance with the provisions of the Companies Act, 2013 and Regulation 21 of Listing Regulations, the Risk
Management Committee has been constituted under Chairmanship of Shri B S Mehta and Shri Uday Khanna,
4 Smt. Meera Shankar 2,10,000 20,00,000 22,10,000 Shri A N Parekh, Shri Sabyaschi Patnaik (upto 29th February 2020), Shri Debabrata Gupta (with effect from
1st March, 2020), Shri A. D. Ubhaykar, Shri Sanjay Bahadur and Shri Pankaj Bhargava (with effect from 1st March
5 Shri Vinod Kumar Dasari 2,10,000 20,00,000 22,10,000
2020) as members. During the year, one meeting of the Committee was held on 12th November 2019.
6 Shri N K Parekh 7,50,000 20,00,000 27,50,000 The Company also has a Management Risk Committee, also known as the Risk Identification and Mitigation
Committee (RIMC). 2 meetings of the RIMC were held during the financial year 2019-20.
7 Shri Piyush Pandey 1,80,000 20,00,000 21,80,000
7. Corporate Social Responsibility (CSR) Committee
The Non-Executive Directors did not have pecuniary relationships or transactions vis-à-vis the Company.
The composition of the CSR Committee is in alignment with provisions of Section 135 of the Companies
The Company regularly obtains services from Ogilvy and Mather Pvt. Ltd., in which Shri Piyush Pandey,
Act, 2013.
Independent Director of the Company, is a Whole-time Director. The Company has not granted any Stock option
to any of its Non-Executive Directors. The Committee met two times during the financial year 2019-20 i.e. on 14th May 2019 and 28th January 2020.
In terms of Special Resolution passed by the Members at Annual General Meeting held on 30 August 2018, th The constitution of the CSR Committee along with the details of the meetings attended during the financial year
the aggregate commission paid to the Non-Executive Directors does not exceed 1% per annum of the net 2019-20 is detailed below:
profit of the Company computed in accordance with Section 198 of the Companies Act, 2013. The commission
Sr. Name Designation Category No. of meetings
is determined by the Board of Directors considering the time spent in attending Board meetings, Committee No. attended
PIDILITE ANNUAL REPORT 2019-20
meetings and advice given to the Company as experienced/expert persons, whenever approached.
1 Shri N K Parekh Member NED (P) 2
5. Stakeholders Relationship Committee
2 Shri Sanjeev Aga Member NED (I) 1
The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178
of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 20 of the Listing Regulations. 3 Shri A B Parekh Member ED (P) 2
During the financial year 2019-20, fourteen meetings of the Share Transfer Committee were held and
4 Shri Sabyaschi Patnaik# Member ED 2
one meeting of Stakeholders Relationship Committee was held on 29th January 2020 which was attended by all
the members of the Committee. 5 Smt. Meera Shankar Member NED (I) 2
Detailed information in this regard is provided in the “Information for Shareholders” section, appearing in the b. Number of complaints disposed of during the financial year: Nil
Annual Report. c. Number of complaints pending as on end of the financial year: 1
11. Disclosures 16. Certificate from Company Secretary in Practice:
During the financial year 2019-20: A certificate from Shri M M Sheth of M/s. M M Sheth & Co., Company Secretary in Practice has been attached with
• There were no materially significant related party transactions which have potential conflict with the this Report stating that none of the Directors on the Board of the Company have been debarred or disqualified
interest of the Company at large. The details of related party transactions are set out in the Notes to from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such
Financial Statements forming part of this Annual Report. statutory authority.
• The Company has complied with all requirements of the Listing Regulations and guidelines of SEBI. 17. Declaration by the Managing Director under Schedule V (D) of Listing Regulations:
Consequently, no penalties were imposed or strictures passed against the Company by SEBI, ‘Pursuant to Schedule V (D) of Listing Regulations, I hereby declare that all the Board Members and Senior
Management personnel of the Company have affirmed compliance with the Code of Conduct of Board of
166 Directors and Senior Management for the year ended 31st March 2020.’
Corporate Governance Compliance Certificate Certificate OF NON-DISQUALIFICATION OF DIRECTORS 169
We have examined relevant records of M/s Pidilite Industries Ltd. (the Company) for the purpose of certifying The Members of
compliance of the conditions of Corporate Governance for the financial year ended 31st March 2020 as per M/s. Pidilite Industries Limited,
the provisions of Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of Regent Chambers, 7th Floor,
208, Nariman Point, Mumbai – 400021.
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”). We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of certification. I have examined the relevant registers, records, forms, returns and disclosures received from the Directors
of Pidilite Industries Limited having CIN: L24100MH1969PLC014336 and having registered office at
The compliance of the conditions of Corporate Governance is the responsibility of the Management. Regent Chambers, 7th Floor, 208, Nariman Point, Mumbai – 400021, Maharashtra, India (hereinafter referred
Our examination was limited to the review of procedure and implementation thereof. It is neither an audit to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in
nor an expression of opinion on the financial statements of the Company. accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
On the basis of our examination of the records produced, explanations and information furnished, we certify
In my opinion and to the best of my information and according to the verifications (including Directors
that the Company has complied with the conditions of Corporate Governance for the financial year ended Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations
31st March 2020 as stipulated in the Listing Regulations. furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the
Company as stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified
This certificate is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness
from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
with which the Management has conducted the affairs of the Company.
Ministry of Corporate Affairs or any such other Statutory Authority.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of
the management of the Company. My responsibility is to express an opinion on these based on my verification.
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
PIDILITE ANNUAL REPORT 2019-20
M M SHETH
(Prop)
FCS No. 1455, CP No. 729
168 UDIN: F001455B000351244
Information for Shareholders 171
National Stock Exchange of India Limited PIDILITIND March 2020 1,709.85 1,186.05 30001-40000 70 0.04 24,40,280 0.48 The voting rights on the shares transferred to IEPF
Exchange Plaza, C-1, Block G, Bandra Kurla Authority shall remain frozen till the rightful owner
Complex, Bandra (E), Mumbai - 400 051. 40001-50000 47 0.02 21,00,601 0.41
Stock Performance claims the shares from the IEPF Authority.
Market Price Data Base is considered to be 100 as on 1st April 2019. 50001-100000 127 0.07 89,77,754 1.77 Shareholders/claimants whose shares, unclaimed
Share prices during the financial year 2019-20 at NSE dividend, have been transferred to the IEPF Demat
The performance of the Company’s shares in 100001 and
215 0.12 44,83,37,919 88.23 Account or the Fund, as the case may be, need to
for one equity share of 1/- each were as under: comparison to BSE sensex is given in the chart below: above
apply to the IEPF Authority by making an application
Total 1,85,738 100.00 50,81,23,780 100.00 in Form IEPF-5 (available on http://www.iepf.gov.in).
Month Share Price ( )
Company has appointed Shri Puneet Bansal as
150 No. of 877 0.47 14,09,335 0.28
High Low Nodal Officer and Smt Manisha Shetty, as Deputy
140 Shareholders
& shares in
Nodal Officer.
April 2019 1,312.60 1,195.00 130
physical mode Plant Locations
120
Major Plant locations-Mahad, Taloja, Karad
PIDILITE ANNUAL REPORT 2019-20
May 2019 1,301.40 1,095.00 No. of beneficial 1,84,861 99.53 50,67,14,445 99.72
110
owners & shares (Maharashtra); Vapi, Surat, Dahej (Gujarat); Daman
June 2019 1,304.80 1,209.10 100 in electronic (Union Territory of India); Kala Amb, Baddi, Nalagarh
90 mode (Himachal Pradesh); Secunderabad (Telangana);
July 2019 1,254.00 1,168.10 80 Guwahati (Assam), Vizag (Andhra Pradesh).
Total 1,85,738 100.00 50,81,23,780 100.00
Percent
70 Credit Ratings
August 2019 1400.00 1,186.10 Dematerialisation of shares and liquidity
60
September 2019 1,493.50 1,288.00 As on 31 March 2020, 99.72% of total equity shares
st The Company has not issued any debt instruments and
does not have any fixed deposit programme or any
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Bodies
Corporate & Indian
Public 10.68 %
Promoters
69.92 %
PIDILITE ANNUAL REPORT 2019-20
172
FINANCIAL
INDEPENDENT AUDITOR’S REPORT 175
Opinion the current period. These matters were addressed in Information Other than the Financial Statements and from material misstatement, whether due to fraud
the context of our audit of the consolidated financial Auditor’s Report Thereon or error, which have been used for the purpose of
We have audited the accompanying consolidated statements as a whole, and in forming our opinion preparation of the consolidated financial statements by
financial statements of Pidilite Industries Limited • The Parent’s Board of Directors is responsible the Directors of the Parent Company, as aforesaid.
thereon, and we do not provide a separate opinion for the other information. The other information
(”the Parent”) and its subsidiaries, (the Parent and on these matters. We have determined the matters
its subsidiaries together referred to as “the Group”) comprises the information included in the In preparing the consolidated financial statements,
described below to be the key audit matters to be Management Discussion and Analysis, Directors’ the respective Board of Directors of the companies
which includes the Group’s share of profit in its communicated in our report.
associate and share of loss in its joint venture, which Report including Annexures to Directors’ Report, included in the Group and of its associate and joint
comprise the Consolidated Balance Sheet as at Business Responsibility Report, Corporate venture are responsible for assessing the ability
Key Audit Matter Auditor’s Response Governance and Information for Shareholder, of the respective entities to continue as a going
31st March 2020, and the Consolidated Statement
of Profit and Loss (including Other Comprehensive Existence and condition We performed the following but does not include the consolidated financial concern, disclosing, as applicable, matters related to
Income), the Consolidated Statement of Cash Flows of Inventories of raw and alternate audit procedures to statements, standalone financial statements and going concern and using the going concern basis of
and the Consolidated Statement of Changes in Equity Packing Material, Work-in- audit the existence and condi- our auditor’s report thereon. accounting unless the respective Boards of Directors
for the year then ended, and a summary of significant progress, finished goods tion of inventories of Parent either intends to liquidate their respective entities or to
and stock in trade (Refer Company in India, as per the • Our opinion on the consolidated financial cease operations, or has no realistic alternative but to
accounting policies and other explanatory information. statements does not cover the other information
note 17 to the consolidated guidance provided in SA 501 do so.
In our opinion and to the best of our information and financial statements) “Audit Evidence – Specific and we do not express any form of assurance
according to the explanations given to us, and based Considerations for Selected conclusion thereon. The respective Boards of Directors of the companies
Items”, as at the year-end, since included in the Group and of its associate and joint
on the consideration of reports of the other auditors In connection with our audit of the consolidated
we were not able to physically venture are also responsible for overseeing the financial
on separate financial statements/ financial information observe the physical verification financial statements, our responsibility is to read
of the subsidiaries and an associate referred to reporting process of the Group and of its associate and
of inventories: the other information, compare with the financial
in the Other Matters section below, the aforesaid joint venture.
The Parent Company Evaluated the design and statements of the subsidiaries, and an associate
consolidated financial statements give the information audited by the other auditors, to the extent it relates Auditor’s Responsibility for the Audit of the
required by the Companies Act, 2013 (“the Act”) in in India has a policy of implementation of the controls
performing physical over physical verification of to these entities and, in doing so, place reliance on the Consolidated Financial Statements
the manner so required and give a true and fair view work of the other auditors and consider whether the
verification of inventories, inventory on a cyclical basis
in conformity with the Indian Accounting Standards with the assistance of and tested the operating other information is materially inconsistent with the Our objectives are to obtain reasonable assurance
prescribed under section 133 of the Act read with the appointed independent effectiveness of these controls consolidated financial statements or our knowledge about whether the consolidated financial statements as
Companies (Indian Accounting Standards) Rules, 2015, third parties, on a planned throughout the year. obtained during the course of our audit or otherwise a whole are free from material misstatement, whether
as amended (‘Ind AS’), and other accounting principles cyclical basis, for all its appears to be materially misstated. Other information due to fraud or error and to issue an auditor’s report
Due to the COVID-19 related
generally accepted in India, of the consolidated state locations, throughout the
lock-down we were not able so far as it relates to the subsidiaries and an associate, that includes our opinion. Reasonable assurance
of affairs of the Group as at 31st March 2020, and year. is a high level of assurance but is not a guarantee
to participate in the physical is traced from their financial statements audited by the
their consolidated profit, their consolidated total In accordance with such verification of inventory branch auditors and other auditors. that an audit conducted in accordance with SAs will
comprehensive income, their consolidated cash flows cyclical plan, physical that was carried out by the always detect a material misstatement when it exists.
and their consolidated changes in equity for the year verification of inventories management subsequent If based on the work we have performed, we conclude Misstatements can arise from fraud or error and are
ended on that date. at certain locations of to the year end at certain that there is a material misstatement of this other considered material if, individually or in the aggregate,
Parent Company in India, locations. Consequently, we information, we are required to report that fact. We they could reasonably be expected to influence the
Basis for Opinion which was planned to be have performed the following have nothing to report in this regard. economic decisions of users taken on the basis of these
performed as at year-end, alternate procedures to audit
We conducted our audit of the consolidated financial consolidated financial statements.
was performed by the the existence and condition of Management’s Responsibility for the Consolidated
statements in accordance with the Standards on management subsequent inventory: As part of an audit in accordance with SAs, we exercise
Financial Statements
Auditing specified under section 143 (10) of the Act to the year-end, which we professional judgment and maintain professional
a. Observed the physical
(SAs). Our responsibilities under those Standards are were unable to physically The Parent’s Company’s Board of Directors is skepticism throughout the audit. We also:
observe, due to the verification of inventories
further described in the Auditor’s Responsibility for carried out by the responsible for the matters stated in section 134(5)
the Audit of the Consolidated Financial Statements restrictions imposed on of the Act with respect to the preparation of these • Identify and assess the risks of material
account of COVID-19. Management at the selected
section of our report. We are independent of the locations subsequent to consolidated financial statements that give a true misstatement of the consolidated financial
Group, its associate and joint venture in accordance The total value of year-end through virtual and fair view of the consolidated financial position, statements, whether due to fraud or error, design
with the Code of Ethics issued by the Institute of inventory as at mediums, to determine consolidated financial performance including and perform audit procedures responsive to those
Chartered Accountants of India (ICAI) together with 31st March 2020 is 929.47 existence and condition of other comprehensive income, consolidated cash risks, and obtain audit evidence that is sufficient
the ethical requirements that are relevant to our audit crores. inventory and on a sample flows and consolidated changes in equity of the and appropriate to provide a basis for our opinion.
of the consolidated financial statements under the basis performed roll back Group including its associate and joint ventures in The risk of not detecting a material misstatement
procedures to arrive at the resulting from fraud is higher than for one resulting
provisions of the Act and the Rules made thereunder, accordance with the Ind AS and other accounting
quantities at the balance
and we have fulfilled our other ethical responsibilities principles generally accepted in India. The respective from error, as fraud may involve collusion, forgery,
sheet date.
in accordance with these requirements and the ICAI’s Board of Directors of the companies included in intentional omissions, misrepresentations, or the
Code of Ethics. We believe that the audit evidence b. For stocks held at third party the Group and of its associate and joint venture are override of internal control.
PIDILITE ANNUAL REPORT 2019-20
obtained by us and the audit evidence obtained by locations, obtained direct responsible for maintenance of adequate accounting
confirmation of the inventory • Obtain an understanding of internal financial
the other auditors in terms of their reports referred to records in accordance with the provisions of the
held by them as at the control relevant to the audit in order to design
in the sub-paragraph (a) of the Other Matters section Act for safeguarding the assets of the Group and its
year end. audit procedures that are appropriate in the
below, is sufficient and appropriate to provide a basis associate and its joint venture and for preventing and
c. Performed additional
circumstances. Under section 143(3)(i) of the Act,
for our audit opinion on the consolidated financial detecting frauds and other irregularities; selection and
alternate procedures which we are also responsible for expressing our opinion
statements. application of appropriate accounting policies; making
included inspection of on whether the Parent has adequate internal
judgments and estimates that are reasonable and
Key Audit Matters supporting documentation financial controls system in place and the operating
prudent; and design, implementation and maintenance
relating to purchases, sales effectiveness of such controls.
Key audit matters are those matters that, in our and production records of adequate internal financial controls, that were
professional judgment, were of most significance in relating to inventory as at operating effectively for ensuring the accuracy and • Evaluate the appropriateness of accounting
our audit of the consolidated financial statements of year end. completeness of the accounting records, relevant policies used and the reasonableness of accounting
174 to the preparation and presentation of the financial estimates and related disclosures made by the
statements that give a true and fair view and are free management.
177
the independent auditors regarding, among other us. These financial information are unaudited and
matters, the planned scope and timing of the audit
have been furnished to us by the Management
and significant audit findings, including any significant
and our opinion on the consolidated financial
deficiencies in internal control that we identify during
our audit. statements, in so far as it relates to the amounts
and disclosures included in respect of these
We also provide those charged with governance with subsidiaries and joint venture, is based solely
a statement that we have complied with relevant on such unaudited financial information. In our
ethical requirements regarding independence, and opinion and according to the information and
to communicate with them all relationships and other
explanations given to us by the Management,
matters that may reasonably be thought to bear on
these financial information are not material to
our independence, and where applicable, related
safeguards. the Group.
176
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT 179
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)
Report on the Internal Financial Controls Over ethical requirements and plan and perform the audit to generally accepted accounting principles, and Our aforesaid report under Section 143(3)(i) of the
Financial Reporting under Clause (i) of Sub-section 3 obtain reasonable assurance about whether adequate that receipts and expenditures of the company are Act on the adequacy and operating effectiveness of
of Section 143 of the Companies Act, 2013 (“the Act”) internal financial controls over financial reporting being made only in accordance with authorisations the internal financial controls over financial reporting
was established and maintained and if such controls of management and directors of the company; and insofar as it relates to 10 subsidiary companies and an
In conjunction with our audit of the consolidated Ind
operated effectively in all material respects. associate company, which are companies incorporated
AS financial statements of the Company as of and for (3) provide reasonable assurance regarding
in India, is based solely on the corresponding reports
the year ended 31st March 2020, we have audited the Our audit involves performing procedures to obtain prevention or timely detection of unauthorised
of the auditors of such companies incorporated
internal financial controls over financial reporting of audit evidence about the adequacy of the internal acquisition, use, or disposition of the company’s
in India.
Pidilite Industries Limited (hereinafter referred to as financial controls system over financial reporting and assets that could have a material effect on the
“Parent”) and its subsidiary companies, its associate their operating effectiveness. Our audit of internal financial statements Our opinion is not modified in respect of the above
company, which are companies incorporated in India, financial controls over financial reporting included matters.
obtaining an understanding of internal financial Inherent Limitations of Internal Financial Controls
as of that date.
Over Financial Reporting For DELOITTE HASKINS & SELLS LLP
controls over financial reporting, assessing the risk
Management’s Responsibility for Internal Financial Chartered Accountants
that a material weakness exists, and testing and Because of the inherent limitations of internal (Firm’s Registration No. 117366W/W-100018)
Controls evaluating the design and operating effectiveness financial controls over financial reporting, including
of internal control based on the assessed risk. N. K. Jain
The respective Board of Directors of the Parent, its the possibility of collusion or improper management Partner
subsidiary companies and its associate companies, The procedures selected depend on the auditor’s override of controls, material misstatements due to (Membership No. 045474)
which are companies incorporated in India, are judgement, including the assessment of the risks of error or fraud may occur and not be detected. Also, UDIN 20045474AAAABG3573
responsible for establishing and maintaining internal material misstatement of the financial statements, projections of any evaluation of the internal financial
whether due to fraud or error. Place: Mumbai
financial controls based on the internal control controls over financial reporting to future periods are
Date: 17th June 2020
over financial reporting criteria established by the We believe that the audit evidence we have obtained subject to the risk that the internal financial control
respective Companies considering the essential and the audit evidence obtained by other auditors over financial reporting may become inadequate
components of internal control stated in the of the subsidiary companies and associate company, because of changes in conditions, or that the degree
Guidance Note on Audit of Internal Financial Controls which are companies incorporated in India, in terms of compliance with the policies or procedures may
Over Financial Reporting issued by the Institute of their reports referred to in the Other Matters deteriorate.
of Chartered Accountants of India (ICAI). These paragraph below, is sufficient and appropriate to
Opinion
responsibilities include the design, implementation provide a basis for our audit opinion on the internal
and maintenance of adequate internal financial financial controls system over financial reporting of In our opinion to the best of our information and
controls that were operating effectively for ensuring the Parent, its subsidiary companies and its associate according to the explanations given to us and based
the orderly and efficient conduct of its business, company, which are companies incorporated in India on the consideration of the reports of the branch
including adherence to the respective company’s where such reporting under Section 143(3) of the auditors and other auditors referred to in the Other
policies, the safeguarding of its assets, the prevention Companies Act, 2013 is applicable. Matters paragraph below, the Parent, its subsidiary
and detection of frauds and errors, the accuracy and companies and its associate company, which are
completeness of the accounting records, and the Meaning of Internal Financial Controls Over Financial
companies incorporated in India, have, in all material
timely preparation of reliable financial information, as Reporting
respects, an adequate internal financial controls
required under the Companies Act, 2013. A company’s internal financial control over financial system over financial reporting and such internal
reporting is a process designed to provide reasonable financial controls over financial reporting were
Auditor’s Responsibility
assurance regarding the reliability of financial operating effectively as at 31st March 2020, based on
Our responsibility is to express an opinion on the reporting and the preparation of financial statements the criteria for internal financial control over financial
internal financial controls over financial reporting of for external purposes in accordance with generally reporting established by the respective companies
the Parent, its subsidiary companies and its associate accepted accounting principles. A company’s internal considering the essential components of internal
company, which are companies incorporated in financial control over financial reporting includes those control stated in the Guidance Note on Audit of
PIDILITE ANNUAL REPORT 2019-20
India, based on our audit. We conducted our audit policies and procedures that Internal Financial Controls Over Financial Reporting
in accordance with the Guidance Note on Audit of issued by the Institute of Chartered Accountants
Internal Financial Controls Over Financial Reporting (1) pertain to the maintenance of records that, in of India.
(the “Guidance Note”) issued by the Institute of reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
Chartered Accountants of India and the Standards
company;
on Auditing, prescribed under Section 143(10) of the
Companies Act, 2013, to the extent applicable to an (2) provide reasonable assurance that transactions
audit of internal financial controls. Those Standards are recorded as necessary to permit preparation
and the Guidance Note require that we comply with of financial statements in accordance with
178
consolidated statement of balance sheet consolidated statement of profit and loss 181
as at 31 st March 2020 for the year ended 31 st March 2020 ( in crores)
( in crores)
( in crores) ( in crores)
a. Equity Share Capital b. Other Equity
Amount Reserves and Surplus Equity at- Non- Total
Balance as at 1 April 2018
st
50.78 tributable Controlling Equity
Capital Securities Capital Cash Legal State Share Foreign General Retained to owners interest
Reserve Premium Redem- Subsidy Reserve Invest- Options Currency Reserve Earnings of the
Changes in equity share capital during the year
Reserve ption Reserve ment Out- Trans- Company
Issue of equity shares under Employee Stock Option Scheme - 2012 (refer Note 49) 0.01 Reserve Reserve standing lation
Account Reserve
Issue of equity shares under Employee Stock Option Plan - 2016* (refer Note 49) 0.00
Profit for the year - - - - - - - - - 1,116.42 1,116.42 5.63 1,122.05
Balance as at 31st March 2019 50.80
Addition during - - - - 0.01 - - 14.47 - - 14.48 0.11 14.59
Changes in equity share capital during the year
the year
Issue of equity shares under Employee Stock Option Plan - 2016 (refer Note 49) 0.01
Other Comprehen- - - - - - - - - - (11.06) (11.06) 0.01 (11.05)
Balance as at 31st March 2020 50.81 sive Income for
* Issue of equity shares under Employee Stock Option Plan - 2016 amounts to 48,550 during the year 2018-19. the year, net of
income tax
( in crores) Payment of dividends - - - - - - - - - (826.77) (826.77) - (826.77)
(including tax
b. Other Equity
thereon)
Reserves and Surplus Equity at- Non- Total
tributable Controlling Equity Payment of - - - - - - - - - - - (0.39) (0.39)
Capital Securities Capital Cash Legal State Share Foreign General Retained to owners interest dividends to Non-
Reserve Premium Redem- Subsidy Reserve Invest- Options Currency Reserve Earnings of the Controlling interest
Reserve ption Reserve ment Out- Trans- Company
Reserve Reserve standing lation Non-Controlling - - - - - - - - - - - 3.14 3.14
Account Reserve interest on acquisi-
tion of subsidiary/
Balance as at 0.34 - 0.50 0.95 0.24 0.15 9.03 7.31 1,335.38 2,169.36 3,523.26 175.01 3,698.27
Issue of share capital
1st April 2018
in subsidiaries
Profit for the year - - - - - - - - - 924.91 924.91 3.48 928.39
Recognition of share- - 13.20 - - - - 1.24 - - - 14.44 - 14.44
Addition of Foreign - - - - - - - 7.05 - - 7.05 0.18 7.23 based payments
Currency Translation (refer Note 49)
Reserve during the
year Transferred to - 13.20 - - - - (13.20) - - - - - -
Securities Premium
Other - - - - - - - - - (4.24) (4.24) (0.23) (4.47)
on Options exercised
Comprehensive
during the year
Income for the year,
net of
Amortised and Exer- - - - - - - 14.84 - - - 14.84 - 14.84
income tax
cised during the year
Payment of - - - - - - - - - (364.32) (364.32) - (364.32)
dividends (including Lapsed during - - - - - - (0.40) - - - (0.40) - (0.40)
tax thereon) the year
Non controlling - - - - - - - - - - - 28.71 28.71 Balance as at 0.34 23.21 0.50 0.95 0.25 0.15 10.89 28.83 1,335.38 3,004.30 4,404.80 215.65 4,620.45
interest on 31st March 2020
acquisition of
subsidiary/ Issue
of share capital in In terms of our report attached
subsidiaries
For DELOITTE HASKINS & SELLS LLP FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Recognition of - 10.01 - - - - 0.62 - - - 10.63 - 10.63
share-based
Chartered Accountants
payments (refer N. K. JAIN BHARAT PURI M B PAREKH
Note 49)
Partner Managing Director Executive Chairman
Transferred to - 10.01 - - - - (10.01) - - - - - - DIN: 02173566 DIN: 00180955
Securities Premium
PIDILITE ANNUAL REPORT 2019-20
( in crores) ( in crores)
For the year ended For the year ended For the year ended For the year ended
31st March 2020 31st March 2019 31st March 2020 31st March 2019
A Cash Flows From Operating Activities C Cash Flows from Financing Activities
Profit before tax 1,469.77 1,341.62 Proceeds from issue of Equity Instruments of the Company 0.01 0.01
Adjustments for: Payment of Lease Liabilities (34.02) -
Share of profit from Associate (3.03) (3.60) Net increase/ (decrease) in Current Borrowings 10.77 (10.22)
Finance costs recognised in Statement of Profit and Loss 33.60 26.07 Net increase in Non-Current Borrowings 22.03 1.07
Interest income recognised in Statement of Profit and Loss (12.46) (20.60)
Proceeds from Share Capital issued to Minority 2.75 28.71
Dividend income recognised in Statement of Profit and Loss (11.59) (10.02)
Dividend paid on Equity Shares (including tax thereon) (825.36) (363.45)
Dividend from Associate 2.16 2.43
Interest paid (25.39) (16.68)
Exceptional Item - Impairment in value of Assets and 55.19 18.02
Investments Net cash used in Financing Activities [C] (849.21) (360.56)
(Profit)/ Loss on disposal of Property, Plant and Equipment (2.67) 1.71 Net increase/ (decrease) in Cash and Cash Equivalents 533.28 (28.92)
[A+B+C]
Net gain arising on financial assets designated at FVTPL (109.79) (88.09)
Cash and Cash Equivalents at the beginning of the year 72.94 102.14
Allowance for Doubtful Debts 8.45 9.78 (refer Note 15)
Depreciation, Amortisation and Impairment Expense 169.92 132.74 Bank unrealised gain 0.33 0.05
Unrealised Foreign Exchange loss (Net) 6.90 6.26 Cash and Cash Equivalents at the beginning of the year 73.27 102.19
Provision for Employee Benefits (10.12) 5.91 Cash and Cash Equivalents at the end of the year 606.37 72.94
Provision/ Write back of Warranties and Others 5.31 0.28 (refer Note 15)
Expense recognised in respect of Equity-Settled 14.44 10.64 Bank Unrealised Gain 0.18 0.33
Share-Based Payments Cash and Cash Equivalents at the end of the year 606.55 73.27
Operating Profits before Working Capital changes 1,616.08 1,433.15
Net increase/ (decrease) in Cash and Cash Equivalents 533.28 (28.92)
Movements in Working Capital:
Notes:
(Increase)/ Decrease in Operating Assets
a) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting
Trade Receivables (37.58) (127.02) Standard (Ind AS 7) - Statement of Cash Flows.
Inventories 0.02 (135.56) b) Reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from
financing activities:
Non-Current Loans (1.03) 2.85
Current Loans (5.26) (0.27) ( in crores)
Non-Current Financial Assets (1.34) (3.94) Particulars As at Cash Non-Cash As at
Other Current Financial Assets (32.57) (6.05) 31st March Flows Changes 31st March
2019 2020
Other Non-Current Non Financial Assets 2.65 (3.02) Current/
Other Current Non Financial Assets (34.15) 12.13 Non-Current
Classification
(Decrease)/ Increase in Operating Liabilities
Borrowings - Non-Current 8.51 16.62 - 25.13
Trade Payables 41.70 30.70
(7.11) (1.40) (-) (8.51)
Other Current Financial Liabilities 166.92 50.07
Borrowings - Current 47.37 10.77 - 58.14
Other Non-Current Financial Liabilities (75.61) (9.45)
(57.59) ((10.22)) (-) (47.37)
Other Current Non Financial Liabilities 32.79 10.46
Cash generated from Operations 1,672.62 1,254.05 Other Financial Liabilities
- Current portion of Non-Current Borrowings 1.69 5.41 - 7.10
Taxes paid (net of refunds) (393.07) (409.27)
Net Cash generated from Operating Activities [A] 1,279.55 844.78 (2.02) ((0.33)) (-) (1.69)
Decrease/ (Increase) in Bank Deposits 53.03 (53.14) PRADIP KUMAR MENON PUNEET BANSAL
Chief Financial Officer Company Secretary
(Increase)/ Decrease in Other Bank Balances (1.51) 6.08
Place: Mumbai Place: Mumbai
Interest received 12.46 9.34
Date: 17th June 2020 Date: 17th June 2020
Dividend received 11.59 10.02
184 Net cash generated from/ (used in) Investing Activities [B] 102.94 (513.14)
notes forming part of the consolidated Notes forming part of the consolidated financial statements 187
financial statements
a. Certain Financial Assets/ Liabilities (including derivative instruments) – at Fair value d) The excess of cost to the Group of its investments in the subsidiary companies, Joint Venture and
Associate Company over its share of equity of the subsidiary companies, at the dates on which the
b. Employee Stock Options - at Fair value investments in the subsidiary companies were made, is recognised as ‘Goodwill’ being an asset in the
The financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest consolidated financial statements and is tested for impairment on annual basis. On the other hand,
crores, except otherwise indicated. where the share of equity in the subsidiaries, Joint Venture and Associate Company as on the date of
investment is in excess of cost of investments of the Group, it is recognised as ‘Capital Reserve’ and
2.2 Basis of consolidation shown under the head ‘Reserves & Surplus’, in the consolidated financial statements.
The consolidated financial statements comprise the financial statements of Pidilite Industries Limited (the e) Minority Interest in the net assets of the consolidated subsidiaries consist of the amount of equity
“Parent”) and its subsidiaries (together referred to as “Group”) and Group’s share of profit/ loss in its attributable to the minority shareholders at the date on which investments in the subsidiary companies
Associate and Joint Venture as at 31st March 2020. Control exists when the Group has: were made and further movements in their share in the equity, subsequent to the dates of investments.
• power over the investee; Net profit/ loss for the year and each component of Other Comprehensive Income of the subsidiaries
attributable to minority interest is identified and adjusted against the profit after tax of the Group in
• exposure or rights, to variable returns from its involvement with the investee; and order to arrive at the income attributable to shareholders of the Company.
• ability to use its power over the investee to affect its returns. f) The difference between the cost of investments in the associate and the share of net assets at the
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there time of acquisition of shares in the associate is identified in the consolidated financial statements as
are changes to one or more of the three elements of control listed above. Goodwill or Capital Reserve as the case may be.
Generally, there is a presumption that a majority of voting rights result in control. When the Group has less g) Goodwill arising on consolidation is not amortised but tested for impairment.
than a majority of the voting rights of an investee, it has power over the investee when the voting rights 2.3 Business Combination
are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred
Group considers all relevant facts and circumstances in assessing whether or not the Group’s voting rights
in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date
in an investee are sufficient to give it power, including:
fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of
• the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the the acquiree and the equity interest issued by the Group in exchange of control of acquiree. Acquisition-
other vote holders; related costs are recognised in Consolidated Statement of Profit and Loss as incurred.
• potential voting rights held by the Group, other vote holders or other parties; Where the consideration transferred by the Group in a business combination includes assets or liabilities
resulting from a contingent consideration arrangement, the contingent consideration is measured
• rights arising from other contractual arrangements; and
at its acquisition-date fair value and included as a part of the consideration transferred in a business
• any additional facts and circumstances that indicate that the Group has, or does not have, the current combination. Changes in the fair value of the contingent consideration that qualify as measurement
ability to direct the relevant activities at the time that decisions need to be made, including voting period adjustments are adjusted retrospectively, with corresponding changes against goodwill or
patterns at previous shareholders meetings. capital reserve, as the case maybe. Measurement period adjustments are adjustments that arise from
additional information obtained during the ‘measurement period’ (which cannot exceed one year from
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when
the acquisition date) about facts and circumstances that existed at the acquisition date. Contingent
the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or
PIDILITE ANNUAL REPORT 2019-20
consideration that is classified as an asset or a liability is subsequently (after the measurement period)
disposed off during the year are included in the Consolidated Statement of Profit and Loss from the date remeasured at subsequent reporting dates with the corresponding gain or loss being recognised in
the Company gains control until the date when the Group ceases to control the subsidiary. Consolidated Statement of Profit and Loss.
If the Group losses control over a subsidiary, it derecognises the related assets (including goodwill), In case of business combinations involving entities under common control, the above policy does
liabilities, non-controlling interest and other components of equity. Any investment retained is measured not apply. Business combinations involving entities under common control are accounted for using
at fair value. Any resultant gain or loss is recognised in the Consolidated Statement of Profit and Loss. the pooling of interests method. The net assets of the transferor entity or business are accounted at
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity their carrying amounts on the date of the acquisition subject to necessary adjustments required to
transaction. harmonise accounting policies. Retained earnings appearing in the financial statements of the transferor
is aggregated with the corresponding balance appearing in the financial statements of the transferee.
The consolidated financial statements are prepared using uniform accounting policies for like transactions Identity of the reserves appearing in the financial statements of the transferor is preserved and appears
and other events in similar circumstances. When necessary, adjustments are made to the financial in the financial statements of the transferee in the same form. Any excess or shortfall of the consideration
statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. paid over the share capital of transferor entity or business is recognised as capital reserve under equity.
186
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 189
impairment in accordance with Ind AS 36 Impairment of Assets as a single asset by comparing its Rental income from leases is recognised on a straight-line basis over the term of the relevant lease.
recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Where the rentals are structured solely to increase in line with expected general inflation to compensate
Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that for the Group’s expected inflationary cost increase, such increases are recognised in the year in which
impairment loss is recognised in accordance with Ind AS 36 to the extent that the recoverable amount of such benefits accrue.
the investment subsequently increases.
Amounts due under finance leases are recognised as receivables at the amount of the Group’s net
When a group entity transacts with an associate or a Joint Venture of the Group, profits and losses investment in the leases.
resulting from the transactions with the associate or Joint Venture are recognised in the Group’s
Finance lease income is allocated over accounting periods so as to reflect constant periodic rate of return
consolidated financial statements only to the extent of interests in the associate or Joint Venture that are
of the Group’s net investment outstanding in respect of the leases.
not related to the Group.
188
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 191
iii) Excluded initial direct costs for the measurement of the right-of-use asset at the date of initial 2.10.3 Current and Deferred Tax for the year
application, and Current and deferred tax are recognised in the Consolidated Statement of Profit and Loss, except when
they relate to items that are recognised in Other Comprehensive Income or directly in equity, in which
iv) Applied the practical expedient to grandfather the assessment of which transactions are leases.
case, the current and deferred tax are also recognised in Other Comprehensive Income or directly in
Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under
equity respectively.
Ind AS 17.
2.11 Property, Plant and Equipment
v) using hindsight in determining the lease term where the contract contains options to extend or
terminate the lease. 2.11.1 Property, Plant and Equipment acquired separately
The difference between the lease obligation recorded as of 31st March 2019 under Ind AS 17 disclosed Freehold Land is stated at cost and not depreciated.
under annual consolidated financial statements forming part of 2019 Annual Report and the value of the Buildings, plant and machinery, vehicles, furniture and office equipments are stated at cost less
lease liability as of 1st April 2019 is primarily on account of inclusion of extension and termination options accumulated depreciation and accumulated impairment losses.
190
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 193
Intangible assets with indefinite useful lives are carried at cost less accumulated impairment losses. 2.15 Provisions (other than Employee Benefits)
2.12.2 Intangible assets acquired in a business combination A provision is recognised when as a result of past event, the Group has a present legal or constructive
obligation that can be reliably estimated, and, it is probable that an outflow of economic benefit will be
Intangible assets other than goodwill acquired in a business combination are initially recognised at their required to settle the obligation.
fair value at the acquisition date (which is regarded as their cost).
PIDILITE ANNUAL REPORT 2019-20
Provisions (excluding retirement benefits) are determined based on the best estimate required to settle
Subsequent to initial recognition, such intangible assets acquired in a business combination are reported the obligation at the balance sheet date, taking into account the risks and uncertainties surrounding
at cost less accumulated amortisation and accumulated impairment losses, on the same basis as the obligation. These are reviewed at each Balance Sheet date and adjusted to reflect the current best
intangible assets that are acquired separately. estimates.
2.12.3 Internally generated Intangible Assets – Research and Development Expenditure Contingent liabilities are not recognised but disclosed in the Notes to the consolidated financial
statements.
Expenditure on research activities is recognised in Consolidated Statement of Profit and Loss in the
period in which it is incurred. 2.16 Financial Instruments
An internally generated intangible asset arising from development is recognised if and only if it 2.16.1 Initial Recognition and Measurement
meets the recognition criteria of intangible assets. The amount initially recognised is the sum total of Financial assets and financial liabilities are recognised when a Group entity becomes a party to the
expenditure incurred from the date when the intangible asset first meets the recognition criteria. Where contractual provisions of the instruments.
192
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 195
Derivatives are initially recognised at fair value at the date the contracts are entered into. Subsequent by adjusting the profit or loss attributable to equity shareholders and the weighted average number of
to initial recognition, these contracts are measured at their fair value and changes at the end of each equity shares outstanding for the effects of all dilutive potential ordinary shares, which includes all stock
reporting period. The resulting gain or loss is recognised in Consolidated Statement of Profit and Loss options granted to employees.
immediately. The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all
2.17 Cash Flow Statement periods presented for any share splits and bonus shares issues including for changes effected prior to
the approval of the financial statements by the Board of Directors.
Cash flows are reported using the indirect method, whereby profit/ loss before exceptional items and tax
for the period is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of 2.21 Assets held for sale
past or future operating cash receipts or payments. Cash flows from operating, investing and financing
Sale of business is classified as held for sale, if their carrying amount is intended to be recovered
activities of the Group are segregated.
principally through sale rather than through continuing use. The condition for classification as held for
Cash and Cash Equivalents for the purpose of cash flow statement comprise of cash at bank, cash in hand sale is met when disposal business is available for immediate sale and the same is highly probable of
194 and short-term deposits with an original maturity of three months or less, as reduced by bank overdrafts. being completed within one year from the date of classification as held for sale.
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 197
3.1 Critical Judgments Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted
with any option to extend or terminate the lease, if the use of such option is reasonably certain. The
3.1.1 Classification of Plus Call Technical Services LLC as a Joint Venture
Group makes an assessment on the expected lease term on a lease-by-lease basis and there by assesses
Plus Call Technical Services LLC is a limited liability company whose legal form confers separation whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In
between the parties to the joint arrangement and the LLC itself. Furthermore, there is no contractual evaluating the lease term, the Group considers factors such as any significant leasehold improvements
arrangement or any other facts and circumstances that indicate that the parties to the joint arrangement
undertaken over the lease term, costs relating to the termination of the lease and the importance of
have rights to the assets and obligations for the liabilities of the joint arrangement. Accordingly, Plus Call
the underlying asset to operations taking into account the location of the underlying asset and the
Technical Services LLC is classified as Joint Venture of the Group.
availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease
3.1.2 Classification of entities as Subsidiaries wherein Group has ownership interest and voting rights of term reflects the current economic circumstances.
50% or less
The discount rate is generally based on the incremental borrowing rate specific to the lease being
Pidilite MEA Chemicals LLC, Bamco Supply and Services Ltd and ICA Pidilite Pvt Ltd are subsidiaries
evaluated or for a portfolio of leases with similar characteristics.
of the Group even though the Group has ownership interest and voting rights of 50% or less in the
subsidiaries respectively. However, based on the relevant facts and circumstances, control and
management of these entities lie with the Group. The Group has the power to direct the relevant
activities of these entities and therefore controls these entities.
3.2 Key accounting, judgements, assumptions and estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, are described below:
3.2.1 Impairment of Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets (i.e. trademark and copyrights) are tested for impairment on
an annual basis. Recoverable amount of cash-generating units is determined based on higher of
value-in-use and fair value less cost to sell. The impairment test is performed at the level of the cash-
generating unit or groups of cash-generating units which are benefitting from the synergies of the
acquisition and which represents the lowest level at which the intangibles are monitored for internal
management purposes.
Market related information and estimates are used to determine the recoverable amount. Key
PIDILITE ANNUAL REPORT 2019-20
assumptions on which management has based its determination of recoverable amount include
estimated long term growth rates, weighted average cost of capital and estimated operating margins.
Cash flow projections take into account past experience and represent management’s best estimate
about future developments.
3.2.2 Business Combinations and Intangible Assets
Business combinations are accounted for using Ind AS 103, ‘Business Combinations’. Ind AS 103 requires
the identifiable intangible assets and contingent consideration to be fair valued in order to ascertain
the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. Significant
estimates are required to be made in determining the value of contingent consideration and intangible
assets. These valuations are conducted by independent valuation experts.
196
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 199
1,141.95 913.32
Capital Work-In-Progress* 259.33 242.13 Freehold Buildings Total
TOTAL 1,401.28 1,155.45 Land
* Net of Impairment 55.19 crores ( 5.92 crores as at 31st March 2019) (refer Note 41) Gross Carrying Amount
Freehold Buildings Plant and Vehicles Furniture Office TOTAL Balance as at 1st April 2018 13.79 26.12 39.91
Land Machinery and Fixtures Equipment
Additions - 1.29 1.29
Gross Carrying Amount
Disposals/ Adjustments - 0.79 0.79
Balance as at 1st April 2018 84.39 321.34 1,089.68 25.06 84.47 110.25 1,715.19
Additions 0.03 67.96 134.03 1.02 5.12 16.15 224.31 Balance as at 31st March 2019 13.79 28.20 41.99
Disposals/ Adjustments - (0.68) (38.40) (1.39) (1.01) (5.66) (47.14) Additions - 3.12 3.12
Foreign Currency Translation 0.86 2.77 1.97 0.17 0.43 (0.70) 5.50 Balance as at 31 March 2020
st
13.79 31.32 45.11
Balance as at 31st March 2019 85.28 391.39 1,187.28 24.86 89.01 120.04 1,897.86
Additions 36.73 103.95 170.62 1.14 9.57 21.91 343.92
Accumulated Depreciation and Impairment
Disposals/ Adjustments - (3.39) (16.15) (0.41) (0.19) 0.64 (19.50)
Foreign Currency Translation 1.32 6.86 4.01 0.29 1.05 0.43 13.96 Balance as at 1st April 2018 - (5.87) (5.87)
Balance as at 31st March 2020 123.33 498.81 1,345.76 25.88 99.44 143.02 2,236.24 Eliminated on disposal of assets - (0.10) (0.10)
Accumulated Depreciation and Impairment Depreciation expense - (0.96) (0.96)
Balance as at 1st April 2018 - (89.02) (672.02) (16.30) (52.01) (83.25) (912.60)
Balance as at 31 March 2019
st
- (6.93) (6.93)
Eliminated on disposal of assets - 0.06 28.75 1.32 0.66 5.08 35.87
Depreciation expense - (2.10) (2.10)
Depreciation expense - (12.11) (76.31) (1.94) (5.69) (9.74) (105.79)
Foreign Currency Translation - (0.77) (0.69) (0.11) (0.26) (0.19) (2.02) Balance as at 31st March 2020 - (9.03) (9.03)
Balance as at 31 March 2019
st
- (101.84) (720.27) (17.03) (57.30) (88.10) (984.54)
Eliminated on disposal of assets - 1.63 13.21 0.28 (1.09) (0.13) 13.90
Net Carrying Amount
Depreciation expense - (15.03) (84.11) (1.75) (5.84) (11.73) (118.46)
Balance as at 1st April 2018 13.79 20.25 34.04
Foreign Currency Translation - (1.89) (2.37) (0.21) (0.67) (0.05) (5.19)
Balance as at 31st March 2020 - (117.13) (793.54) (18.71) (64.90) (100.01) (1,094.29) Additions - 1.29 1.29
5 Right of Use Assets Goodwill Trade- Com- Copy- Technical Com- Non Intangible Total
mark puter rights Knowhow mercial Compete assets
As at As at Software Fees Knowhow Fees under
31st March 31st March Fees develop-
2020 2019 ment
Carrying Amounts Gross Carrying Amount
Leasehold Land 67.34 -
Balance as at 1st April 2018 177.42 251.52 50.37 4.72 74.13 59.95 6.51 - 624.62
Leasehold Buildings 79.25 -
Additions 8.58 0.02 7.29 - 1.33 0.02 - - 17.24
Plant and Machinery 0.41 -
Disposals/ Adjustments - - 0.10 - - - - - 0.10
TOTAL 147.00 -
Foreign Currency Translation (1.01) (0.67) (0.08) - (0.18) - (1.10) - (3.04)
Leasehold Leasehold Plant and TOTAL Balance as at 31 March 2019
st
184.99 250.87 57.68 4.72 75.28 59.97 5.41 - 638.92
Land Buildings Machinery
Additions - - 4.39 - - - - - 4.39
Gross Carrying Amount
Disposals/ Adjustments - (0.24) 0.23 (0.24) (0.76) - (0.02) - (1.03)
Recognised on adoption of Ind AS 116 as at 1st April 2019 (refer Note 54) 66.25 82.36 0.55 149.16
Additions 3.53 24.79 - 28.32 Foreign Currency Translation (0.96) 0.91 (0.10) - 0.06 - 0.03 - (0.06)
Foreign Currency Translation 1.34 (0.50) - 0.84 Balance as at 31st March 2020 184.03 251.54 62.20 4.48 74.58 59.97 5.42 - 642.22
Depreciation expense (3.66) (27.63) (0.14) (31.43) Eliminated on disposal - - (0.01) - - - - - (0.01)
of assets
Foreign Currency Translation (0.12) 0.23 - 0.11
Amortisation expense - (0.01) (5.78) - (6.26) (8.45) (0.53) - (21.03)
Balance as at 31st March 2020 (3.78) (27.40) (0.14) (31.32)
Foreign Currency Translation - 0.21 0.05 - 0.05 - 1.12 - 1.43
Net Carrying Amount Balance as at 31 March 2019
st
- (8.21) (41.97) - (30.64) (19.95) (3.86) - (104.63)
Recognised on adoption of Ind AS 116 as at 1st April 2019 (refer Note 54) 66.25 82.36 0.55 149.16 Eliminated on disposal - - (0.12) - 0.68 - 0.02 - 0.58
Additions 3.53 24.79 - 28.32 of assets
Depreciation expense (3.66) (27.63) (0.14) (31.43) Amortisation expense - (2.45) (4.87) - (6.31) (5.99) (0.53) - (20.15)
Foreign Currency Translation 1.22 (0.27) - 0.95 Foreign Currency Translation - (0.29) - - 0.03 - - - (0.26)
Balance as at 31 March 2020
st
67.34 79.25 0.41 147.00 Balance as at 31 March 2020
st
- (10.95) (46.96) - (36.24) (25.94) (4.37) - (124.46)
Net Carrying Amount
6 Goodwill and Other Intangible Assets
As at As at Balance as at 1st April 2018 177.42 243.11 14.14 4.72 49.70 48.45 2.06 - 539.60
31 March 31st March
st
Additions 8.58 0.02 7.29 - 1.33 0.02 - - 17.24
2020 2019
Disposals/ Adjustments - - 0.10 - - - - - 0.10
Carrying Amounts
Amortisation expense - (0.01) (5.78) - (6.26) (8.45) (0.53) - (21.03)
Goodwill on Consolidation 81.78 81.10
Amortisation Eliminated on - - (0.01) - - - - - (0.01)
Goodwill (acquired separately) 102.25 103.89 disposal of assets
Total Goodwill (A) 184.03 184.99 Foreign Currency (1.01) (0.46) (0.03) - (0.13) - 0.02 - (1.61)
Translation
Other Intangible Assets
Balance as at 31st March 2019 184.99 242.66 15.71 4.72 44.64 40.02 1.55 - 534.29
Trademark 240.59 242.66
PIDILITE ANNUAL REPORT 2019-20
Pidilite Industries Egypt SAE (PIE) 1.87 1.89 Add: Share in accumulated Profits/ Reserves 24.12 23.25
Total [A] 25.30 24.43
Total (A) 81.78 81.10
B] Investment in Joint Venture (fully paid up) (Unquoted)
Goodwill acquired separately*
Equity Shares of AED 1000 each of Plus Call Technical 57 0.21 57 0.21
Pidilite Industries Limited 86.11 86.11 Services LLC
Nitin Enterprises (Nitin) 0.23 0.23 Add: Share in accumulated Profits/ Reserves 1.56 1.56
Building Envelope Systems India Ltd (BESI) 0.55 0.55 1.77 1.77
Less: Impairment in value of Investments* (1.77) (1.77)
Nina Percept Pvt Ltd (Nina Percept) 5.13 5.13
Total [B] - -
ICA Pidilite Pvt Ltd (ICA) 2.08 2.08
TOTAL [(A)+(B)] 25.30 24.43
Pulvitec do Brasil Industria e Commercio de Colas e Adesivos Ltda (Pulvitec) 7.63 9.30 *During the year, Group has recognised impairment amounting to Nil crores ( 1.77 crores for the year ended 31st March 2019) for
Pidilite USA Inc (PUSA) 0.52 0.49 investment made in Joint Venture and Nil crores ( 4.36 crores for the year ended 31st March 2019) for the loan given to Joint
Venture (refer Note 41).
Total (B) 102.25 103.89
Aggregate carrying value of quoted investments 25.30 24.43
Total Goodwill (A+B) 184.03 184.99
Aggregate market value of quoted investments 31.15 60.10
*Goodwill acquired in business combination is allocated, at acquisition date, to the cash-generating units that are expected to benefit
from that business combination. Aggregate carrying value of unquoted investments - -
Aggregate amount of Impairment in value of investments 1.77 1.77
Goodwill, Copyrights and Trademark
Goodwill, copyrights and trademark in the books of the Group pertains mainly to Consumer and Bazaar 8 Investments - Non-Current
business (majorly consists of Consumer and Bazaar business of Parent). At the end of each reporting period,
the Group reviews carrying amount of goodwill, copyrights and trademark to determine whether there is any As at 31stMarch 2020 As at 31st March 2019
indication that goodwill, copyrights and trademark has suffered any impairment loss. Accordingly, recoverable Qty in crores Qty in crores
amount of goodwill, copyrights and trademark is arrived basis projected cashflows from Consumer and Bazaar A] Investment in Equity Instruments (fully paid up) (at FVTPL)
business. Recoverable amount of goodwill, copyrights and trademark exceeds the carrying amount of goodwill, (Unquoted)
copyrights and trademark in the books as on 31st March 2020. Further there are no external indications of Equity Shares of 10 each of Pal Peugeot Ltd 1,21,300 0.12 1,21,300 0.12
impairment of goodwill, copyrights and trademark. As a result, no impairment loss on goodwill, copyrights and
Less: Impairment in value of Investments (0.12) (0.12)
trademark is required to be recognised.
Total [A] - -
Projected cashflows from Consumer and Bazaar business (relates to Parent which represents
B] Investment in Preference Shares (at FVTPL) (Quoted)
significant portion of goodwill)
Non-Cumulative Perpetual Preference Shares of Kotak Mahindra 3,00,00,000 15.20 3,00,00,000 15.00
The recoverable amount of this cash-generating unit is determined based on a value in use calculation Bank Ltd
which uses cash flow projections based on financial budgets approved by the management approved by the
Total [B] 15.20 15.00
management for next year, estimates prepared for the next 4 years thereafter and a discount rate of 12% per
C] Investment in Debentures, Bonds & Market Instruments (at FVTPL) (Quoted)
annum (13.1% per annum as at 31st March 2019).
Units of Bharat Bond ETFs 2,50,000 25.55 - -
Cash flow projections during the budget period are based on the same expected gross margins and raw
materials price inflation throughout the budget period. The cash flows beyond that five-year period have been Total [C] 25.55 -
extrapolated using a steady 8% per annum (8% per annum as at 31st March 2019) growth rate. The management D] Investment in Alternative Investment Fund (at FVTPL) (Unquoted)
believes that any reasonably possible change in the key assumptions on which recoverable amount is based Units of Fireside Ventures Investment Fund II 50,000 4.13 - -
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-
Total [D] 4.13 -
generating unit.
E] Investment in Promissory Note (at FVTPL) (Unquoted)
The key assumptions used in the value in use calculations for Consumer and Bazaar cash-generating unit
PIDILITE ANNUAL REPORT 2019-20
Convertible Promissory Note of Clare Inc [refer Note 56 (a)] 1 3.77 1 3.46
are as follows:
Total [E] 3.77 3.46
Budgeted sales growth Sales growth is assumed at 17.5% (CAGR) (14.5% as at 31st March 2019) in line F] Investments in Preference Shares (at FVTPL) (Unquoted)
with current year projections. The values assigned to the assumption reflect [refer Note 56 (b)]
past experience and current market scenario considering COVID-19 impact Compulsory Convertible Cumulative Preference Shares of 17,52,734 49.00 - -
and are consistent with the managements’ plans for focusing operations in Homevista Décor & Furnishings Pvt Ltd
these markets. The management believes that the planned sales growth per
Compulsory Convertible Non-Cumulative Preference Shares of 1,47,80,200 71.48 - -
year for the next five years is reasonably achievable. Trendsutra Platform Services Pvt Ltd
Raw materials price inflation Forecast for material cost growth CAGR higher by 0.2% (1% as at 31st March Compulsory Convertible Cumulative Preference Shares of 1,625 2.00 - -
2019) vs. sales growth, considering impact of commodity cost inflation. Aapkapainter Solutions Pvt Ltd
Other budgeted costs Commercial spends (schemes and A&SP) have been continued at current Total [F] 122.48 -
202 year’s % to sales. Other fixed costs are in line with the current year’s growth.
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 205
G] Investment in Promissory Note (at amortised cost) (Unquoted) Qty in crores Qty in crores
Units of Aditya Birla Sun Life FTP-Series PK (1132 days) - Direct 2,00,00,000 23.55 2,00,00,000 21.59 Secured, redeemable, non-convertible debentures of Citicorp - - 2,500 26.59
Growth Finance (India) Ltd
Units of DSP BlackRock FMP S223-39M - Direct Growth 1,50,00,000 17.76 1,50,00,000 16.27 Secured, redeemable, non-convertible debentures of HDB - - 250 30.38
Financial services
Units of DSP BlackRock FMP S224-39M - Direct Growth 1,50,00,000 17.67 1,50,00,000 16.21 Total [A] 44.83 101.44
Units of HDFC FMP 1143D March 2018 (1) - Direct Growth - S39 1,00,00,000 11.81 1,00,00,000 10.82 B] Investment in Mutual Funds (at FVTPL) (Unquoted)
Units of IDFC FTP Series 140 Direct Plan - Growth (1145 days) 1,50,00,000 17.73 1,50,00,000 16.25 Units of HDFC Overnight Fund - Direct Growth 6,79,896 201.88 1,68,854 47.66
Units of Kotak FMP Series 219 - Direct Growth 1,50,00,000 17.77 1,50,00,000 16.29 Units of SBI Overnight Fund - Direct Plan Growth 6,46,655 210.40 1,60,785 49.72
Units of Aditya Birla Sun Life Overnight Fund - Direct Growth 9,22,816 99.70 - -
Units of ICICI FMP Series 83 1105 D Plan F - Direct Growth 50,00,000 5.91 50,00,000 5.42
Units of ICICI Overnight Fund - Direct Growth 1,51,16,609 162.92 - -
Units of Reliance FMP XXXVII Series 12 - Direct Growth 1,00,00,000 11.83 1,00,00,000 10.83
Units of IDFC Corporate Bond Fund - Direct Plan - Growth - - 4,81,11,596 61.87
Units of Kotak FMP Series 251 - 1265 days Direct Plan Growth 2,00,00,000 23.12 2,00,00,000 21.01
Units of Reliance Banking & PSU Debt Fund - Direct
- - 5,52,03,331 75.04
Units of SBI FMP Series C33 1216 days - Direct Growth 2,00,00,000 22.69 2,00,00,000 20.66 Growth Plan
Units of SBI Debt Fund Series C49 1178 days - Direct 2,00,00,000 22.06 2,00,00,000 20.08 Units of SBI Short Term Debt Fund - Direct Plan - Growth - - 2,67,44,404 58.92
Plan Growth Units of ICICI Prudential Liquid Plan- Direct Growth - - 657 0.02
Units of HDFC FMP 1182D Jan 2019 (1) - Direct Growth 2,00,00,000 22.57 2,00,00,000 20.54 Units of ICICI Prudential Equity Arbitrage Fund - Direct Plan - - 6,02,48,585 87.31
Units of HDFC FMP 1126D Mar 2019 (1) - Direct Growth 2,00,00,000 22.21 2,00,00,000 20.20 Dividend - DR
Units of Kotak Equity Arbitrage Fund - Direct Plan Fortnightly - - 3,92,78,155 92.46
Units of IDFC FTP Series 149- Direct Plan Growth 1,50,00,000 17.26 1,50,00,000 16.17 Dividend
Units of IDFC Money Manager Fund 9,191 0.04 - - Units of Kotak Savings Fund - Direct Plan Growth - - 3,63,21,092 110.97
Units of ICICI Prudential Short Term Fund - Growth - - 1,12,15,155 45.25 Units of Aditya Birla Sun Life Banking & PSU Debt Fund - - - 15,28,949 36.99
Direct Growth
Units of Axis Banking & PSU Debt fund - Direct Plan Growth - - 1,16,058 20.54
Units of Aditya Birla Sun Life Corporate Bond Fund - Direct - - 64,44,650 46.49
Units of IDFC Banking and PSU Debt Fund - Direct - - 1,23,89,578 20.10 Plan Growth
Plan Growth Units of Aditya Birla Sun Life Equity Arbitrage Fund - Direct - - 7,90,33,020 87.13
Units of SBI Banking & PSU Debt Fund - Direct Plan Growth - - 95,378 20.47 Dvd reinvst
Units of Reliance Arbitrage Fund - Direct Dvd reinvst - - 6,98,70,243 90.08
Total [H] 265.79 349.52
Units of HDFC Short Term Debt Fund - Direct Plan Growth - - 1,77,04,254 36.88
Total [A+B+C+D+E+F+G+H] 441.16 371.87
Units of HDFC Corporate Bond Fund - Direct Plan Growth - - 2,31,55,787 48.48
Aggregate carrying value of quoted investments 40.75 15.00
Units of ICICI Prudential Bond Fund - Direct Plan Growth - - 1,31,84,101 34.82
Aggregate market value of quoted investments 40.75 15.00
Units of ICICI Prudential Corporate Bond Fund - Direct - - 4,33,00,226 85.12
Aggregate carrying value of unquoted investments 400.41 356.87 Plan Growth
Total [B] 674.90 1,049.96
Aggregate amount of Impairment in value of investments 1.53 1.43
C] Other Investments
**The Group invested in convertible promissory note of Optimed Inc., the conversion of which is subject to various covenants and an Deposits (at amortised cost)
option to convert at the sole discretion of the Group upon certain future event. Management has considered and valued this invest-
IL & FS Financial Services Limited 1.55 1.55
ment as a ‘debt instrument’ and believes that the valuation of the option can be done only after the occurrence of the specific future
PIDILITE ANNUAL REPORT 2019-20
event. During the year, Group has recognised impairment amounting to Nil crores ( 1.31 crores for the year ended 31st March 2019) Infrastructure Leasing & Financial Services Limited 7.25 7.25
(refer Note 41) and has written off the accrued interest receivable on the promissory notes amounting to Nil crores ( 1.10 crores for 8.80 8.80
the year ended 31st March 2019).
Less: Impairment in value of Investments* (8.80) (8.80)
Total [C] - -
TOTAL [A+B+C] 719.73 1,151.40
Aggregate carrying value of quoted investments 44.83 101.44
Aggregate market value of quoted investments 44.83 101.44
Aggregate carrying value of unquoted investments 674.90 1,049.96
Aggregate amount of Impairment in value of investments 8.80 8.80
*During the year, Group has recognised impairment amounting to Nil ( 8.80 crores for the year ended 31 March 2019) and has
st
204 written off the accrued interest receivable on the deposits amounting to Nil crores ( 1.78 crores for the year ended 31st March 2019)
(refer Note 41)
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 207
Unsecured, Considered good 983.30 968.34 Fixed Deposits with Banks with original maturity of more than 12 months 3.29 3.52
Retention Money Receivable 19.99 21.47
Unsecured, Considered doubtful 77.52 68.44
Other Receivables
Unsecured which have Significant Increase in Credit Risk - -
Unsecured, Considered good 0.05 0.01
Unsecured, Credit Impaired - -
Considered doubtful 1.74 1.74
1,166.02 1,124.45
1.79 1.75
Less: Allowance for expected credit loss (77.52) (68.44)
Less: Allowance for doubtful balances (1.74) (1.74)
TOTAL 1,088.50 1,056.01 0.05 0.01
The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a TOTAL 42.85 41.74
provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking
information. The expected credit loss allowance is based on the ageing of the receivables days and the rates vary with the
business of Parent and each Subsidiary. 14 Other Financial Assets - Current
Trade receivables includes receivables from Companies/firms where directors are directors/members/partners As at As at
(refer Note 47). 31st March 31st March
2020 2019
Movement in expected credit loss allowance
Security Deposit
For the For the
Unsecured, Considered good 8.51 8.19
year ended year ended
31st March 31st March Considered doubtful 0.55 0.45
2020 2019
9.06 8.64
Balance at the beginning of the year 68.44 58.66
Less: Allowance for doubtful balances (0.55) (0.45)
Movement in expected credit loss allowance on trade receivables calculated at lifetime expected 9.08 9.78
8.51 8.19
credit losses
Derivative assets towards foreign exchange forward contracts 1.81 0.03
Balance at the end of the year 77.52 68.44
A formal credit policy has been framed and credit facilities are given to dealers within framework of credit policy. As per Retention Money Receivable
credit risk management mechanism, a policy for doubtful debt has been formulated and risk exposure related to receivable Unsecured, Considered good 17.58 13.64
are identified based on criteria mentioned in policy and provided for credit loss allowance.
Considered doubtful 1.51 0.51
Unsecured, Considered good In Fixed Deposit Accounts with original maturity of 3 months or less 508.88 8.31
TOTAL 692.23 128.12
Loans and Advances to Employees & Others* 17.38 12.12
Cash and Cash Equivalents (as above) 692.23 128.12
TOTAL 17.38 12.12
Cash Credits and Bank Overdrafts (refer Note 25) (85.86) (55.18)
*Loans given for business purpose.
206 Cash and Cash equivalents (as per Statement of Cash Flows) 606.37 72.94
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 209
16 Bank Balances other than Cash and Cash Equivalents above 19 Current Tax Assets (net)
As at As at As at As at
31st March 31st March 31st March 31st March
2020 2019 2020 2019
Balance with banks Advance Payment of Taxes (net of provisions) 1.93 2.62
In Fixed Deposit Accounts with original maturity of more than 12 months (refer Note a) - 0.29 20 Other Non-Current Assets
In Fixed Deposit Accounts with original maturity of more than 3 months but upto 7.62 60.13 As at As at
12 months (refer Note a) 31st March 31st March
Earmarked Account 2020 2019
Unsecured, Considered good
Dividend Payment Bank Account 3.26 1.85
Capital Advances 47.50 19.93
TOTAL 11.02 62.31
Prepaid Expenses 0.27 41.53
a. Includes Fixed Deposit under lien 0.99 2.57
Balance with Government Authorities* 25.01 27.43
Stores and Spares 6.36 5.84 Unsecured, Considered good 11.14 11.63
Raw Material and Packing Material 41.79 43.99 Less: Allowance for doubtful balances - (0.20)
Stock-in-Trade (acquired for trading) 8.69 6.28 Unsecured, Considered good 126.88 111.77
a. The cost of inventories recognised as an expense during the year in respect of continuing operations was 3,402.50 126.96 111.84
crores ( 3,586.58 crores for the year ended 31st March 2019). Less: Allowance for doubtful balances (0.08) (0.07)
b. The cost of inventories recognised as an expense includes 0.37 crores in respect of write-downs of inventory to net
realisable value ( 0.27 crores for the year ended 31st March 2019). 126.88 111.77
c. The mode of valuation of inventories has been stated in Note 2.14 Advances to Vendors
208
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 211
70,00,00,000 Equity Shares of 1 each 70.00 70.00 Shri Madhukar Balvantray Parekh 5,20,51,286 10.24 5,27,62,286 10.39
TOTAL 70.00 70.00 Shri Ajay Balvantray Parekh 4,74,33,489 9.34 4,74,33,489 9.34
Issued, Subscribed and Paid-up Capital: Shri Sushilkumar Kalyanji Parekh 4,13,97,646 8.15 4,18,17,646 8.23
50,81,23,780 Equity Shares of 1 each, fully paid up 50.81 50.80
Devkalyan Sales Pvt Ltd 2,62,24,280 5.16 2,62,24,280 5.16
(50,79,78,280 Equity Shares of 1 each as at 31 March 2019)
st
As at As at
31st March 31st March
a. Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period 2020 2019
Number of in crores Number of Number of
Shares Shares Shares
Balance as at 1st April 2018 50,78,10,330 50.78
Equity Shares
Shares issued during the year on exercise of options under Employee Stock Option Scheme - 2012 1,19,400 0.01
Buy-back of Shares 50,00,000 50,00,000
Shares issued during the year on exercise of options under Employee Stock Option Plan - 2016* 48,550 0.00
The Company has only one class of equity shares having a par value of 1 per share. Each holder of equity shares is entitled Equity Shares of 1 each under Employee Stock Option Scheme-2012 34,200 34,200
to one vote per share. The Company declares and pays dividend in Indian rupees. The final dividend proposed by the Board
of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Equity Shares of 1 each under Employee Stock Option Plan-2016 41,13,500 41,14,100
In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after
distribution of all preferential amounts, in the proportion of their shareholding.
During the year ended 31st March 2020, the Company had paid Final Dividend of 6.50 per equity share of 1 each for the
financial year 2018-19 and Interim Dividend of 7.00 per equity share of 1 each for the financial year 2019-20.
During the year ended 31st March 2019, the Company had paid Final Dividend of 6.00 per equity share of 1 each for the
financial year 2017-18.
PIDILITE ANNUAL REPORT 2019-20
210
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 213
As at As at As at As at
31st March 31st March 31st March 31st March
2020 2019 2020 2019
Capital Reserve 0.34 0.34 Balance at the beginning of the year 0.95 0.95
Securities Premium Reserve 23.21 10.01 Add/ (Less): Additions/ (Deductions) during the year - -
Closing Balance 0.34 0.34 Add/ (Less): Additions/ (Deductions) during the year - -
Capital Reserve represents excess of net assets acquired in past amalgamation. It is not available for the distribution to Closing Balance 0.15 0.15
shareholders as dividend. State Investment Reserve represents subsidies received by Hybrid Coatings from state government for capital
investment. It is not available for the distribution to shareholders as dividend.
23.2 Securities Premium Reserve
As at As at 23.7 Share Options Outstanding Account
31st March 31st March
As at As at
2020 2019
31st March 31st March
Balance at the beginning of the year 10.01 - 2020 2019
Add : Premium on Shares issued against ESOP 13.20 10.01 Employees Stock Options Outstanding
Balance at the beginning of the year 29.38 12.54
Closing Balance 23.21 10.01
Security Premium Account is created when shares are issued at premium. The Group may issue fully paid-up bonus Add : Options granted during the year 1.72 27.87
shares to its members out of the Securities Premium Reserve Account, and Group can use this reserve for Less : Transferred to Securities Premium on Options exercised during the year (13.20) (10.01)
buy-back of shares.
Less : Lapsed during the year (0.95) (1.02)
23.3 Capital Redemption Reserve Closing Balance (A) 16.95 29.38
As at As at Deferred Employees Stock Options Cost
31st March 31st March
2020 2019 Balance at the beginning of the year (19.73) (3.51)
PIDILITE ANNUAL REPORT 2019-20
Balance at the beginning of the year 0.50 0.50 Less : Options granted during the year (1.72) (27.87)
Add : Transferred from General Reserve on Buy-back of Shares - - Add : Amortised and exercised during the year 14.84 11.15
Closing Balance 0.50 0.50 Add : Lapsed during the year 0.55 0.50
The Group has recognised Capital Redemption Reserve on buy-back of equity shares from its General Reserve. The Closing Balance (B) (6.06) (19.73)
amount in Capital Redemption Reserve is equal to the nominal amount of equity shares bought back. The reserve can be Closing Balance (A+B) 10.89 9.65
utilised in accordance with the provisions of the Companies Act, 2013.
The above reserve relates to share options granted by the Company to its employees under its employee share option
plan. Further information about share-based payments to employees is set out in Note 49.
212
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 215
Balance at the beginning of the year 14.36 7.31 Secured - at amortised cost
Add : Exchange difference arising on translatory foreign operations 14.47 7.05 1) Loans repayable on demand from banks
i) Working Capital Demand Loan 39.63 27.44
Closing Balance 28.83 14.36
ii) Cash Credit - 4.42
Foreign Currency Translation Reserve arises as a result of translating the financial statement items from the functional
currency into the Group’s presentational currency i.e. Indian Rupee. iii) Bank Overdraft 50.34 18.93
2) Amount due on Factoring 7.32 10.43
Unsecured - at amortised cost
23.9 General Reserve
Loans repayable on demand from banks
As at As at
31st March 31st March i) Working Capital Demand Loan 11.18 9.49
2020 2019 ii) Bank Overdraft 35.52 31.83
Balance at the beginning of the year 1,335.38 1,335.38 TOTAL 143.99 102.54
Closing Balance 1,335.38 1,335.38 1) i) Secured working capital demand loan for domestic subsidiaries carries interest rate of 8.5% p.a. (9.10% - 9.35% p.a.
as at 31st March 2019) and for international subsidiaries at 11.50% - 12.43%, LIBOR + 2.7% p.a.(4.44% p.a. as at
General Reserve is created by a transfer from one component of equity to another and is not an item of Other
31st March 2019). The group working capital demand loan is secured by receivables, inventories, outstanding monies
Comprehensive Income. The same can be utilised by the Group in accordance with the provisions of the
Companies Act, 2013. and other assets.
ii) Secured cash credit facility interest rate for domestic subsidiaries is NIL (9.65% p.a. as at 31st March 2019) and
secured against hypothecation of inventory and receivables.
As at As at
iii) Secured bank overdraft for domestic subsidiaries carries interest rate of 8.90% p.a. (9.60% to 9.80% p.a. as at
31st March 31st March
2020 2019 31st March 2019) and for international subsidiaries at AWPLR + 0.35% p.a. (AWPLR + 0.35% p.a. as at 31st March 2019).
It is secured by way of charge on receivables and inventory.
23.10 Retained Earnings
2) Secured amount due on factoring for domestic subsidiaries carries interest rate (including factoring cost) of 11.00% to
Balance at the beginning of the year 2,725.71 2,169.36 11.75% p.a. (11.00% to 11.75% p.a. as at 31st March 2019). It is secured by a charge against certain trade receivables.
Gratuity (net) (refer Note 51) 2.50 4.79 Reconciliation of revenue recognised with the contracted price is as follows:
For the For the
PIDILITE ANNUAL REPORT 2019-20
2020 2019
Premature Death Pension Scheme 0.01 0.01
Contracted Price 7,941.25 7,635.97
Total Disability Pension Scheme 0.05 0.04 Reduction towards variable consideration components (687.09) (601.95)
Other Retirement Benefits 1.85 1.23 Revenue Recognised 7,254.16 7,034.02
Provision for warranty expenses (refer Note 55) 4.76 1.27 The reduction towards variable consideration includes discounts, rebates, incentives, promotional couponing and schemes.
216
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 219
Dividend on:
Investments in Mutual Funds and Others (at FVTPL) 11.59 10.02
38 Finance Costs
Other Non-Operating Income:
For the For the
Windmill Income 3.21 1.44 year ended year ended
31st March 31st March
Insurance claim received 0.46 0.59 2020 2019
Liabilities no longer required written back 1.59 16.21 Interest expense on:
Rental Income from Operating Leases 1.38 2.25
Borrowings 9.38 7.50
Net gain arising on financial assets designated as at FVTPL 109.79 88.09
Lease Liability (refer Note 54) 8.21 -
Profit on Sale of Assets (net) 2.67 0.72
Miscellaneous Income 6.28 6.72 Unwinding of Liabilities (refer Note 45) 8.26 11.04
0.02 0.01
TOTAL ( in crores)
2.57 2.19
(ii) Financial information in respect of Joint Venture
41 Exceptional Items Particulars For the For the
year ended year ended
For the For the 31st March 31st March
year ended year ended 2020 2019
31 March
st
31 March
st
ICA Pidilite Pvt Ltd 0.77 (4.35) 0.07 (0.03) 122.09 121.25 including Holdback Amount will be payable by the Company to the Seller by 31st October 2020 (The original terms of
BTA agreement is extended till 15th April 2020) and the settlement of which is to be completed by 31st October 2020,
Cipy Polyurethanes Pvt Ltd 3.35 4.41 (0.11) (0.11) 27.99 24.75
post verification of books of account.
Building Envelope Systems India 0.84 0.52 0.01 - 9.51 8.66 An amount of Net Working Capital, i.e. Receivables, Inventories, Retention Monies receivables, etc which would not
Pvt Ltd have been fully realised by 15th April 2020, the settlement of which is to be completed by 31st October 2020, post
Bamco Supply and Services Ltd 0.37 0.75 (0.17) 0.08 3.59 3.78 verification of books of account), shall be deducted by the Company from the Holdback amount payable to seller or
will be recoverable from the seller.
Pidilite Lanka (Pvt) Ltd (0.29) (0.72) 0.05 0.12 7.60 7.49
(b) During the financial year 2017-18, 70% shareholding in CIPY Polyurathanes Pvt Ltd (CIPY) was acquired by entering
Individually immaterial subsidiaries (0.27) (0.01) 0.24 - 2.84 0.08 into a share purchase agreement for cash consideration of 96.40 crores.
with non-controlling interests
Pursuant to share purchase agreement, the Company has an option to purchase and the seller has an option to sell
Total 5.63 3.48 0.12 (0.05) 215.65 207.15 balance 30% of equity share capital of CIPY on or after expiry of 3 years from acquisition date i.e. on or after
8th February 2021. Accordingly, a gross liability towards acquisition (refer Note 28) has been recognised in this
222 financial statement based on a valuation report obtained from an independent valuer.
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 225
46 Earnings Per Share (EPS) 47 (iv) Transactions with Related Parties for the year ended 31st March 2020 are as follows:
The following reflects the Profit and Share data used in the Basic and Diluted EPS computations: Nature of Transaction For the year ended 31st March 2020 For the year ended 31st March 2019
For the year For the year Associate KMP/ Total Associate KMP/ Total
ended ended and Joint Significant and Joint Significant
31st March 31st March Venture Influence of Venture Influence of
2020 2019 KMP/Close KMP/Close
member of KMP member of KMP
Basic:
a. Sales and Related Income
Profit attributable to shareholders of the Company ( in crores) 1,116.42 924.91
Parekh Marketing Ltd - 73.97 73.97 - 98.70 98.70
Sub-Total (a) - 73.97 73.97 - 98.70 98.70
b. Dividend Received
Weighted average number of equity shares in calculating basic EPS 50,79,93,224 50,78,95,621
Vinyl Chemicals (India) Ltd 1.79 - 1.79 2.16 - 2.16
Par value per share ( ) 1.00 1.00
Sub-Total (b) 1.79 - 1.79 2.16 - 2.16
Earning per share (Basic) ( ) 21.98 18.21 c. Purchase of Goods
Vinyl Chemicals (India) Ltd 320.83 - 320.83 552.41 - 552.41
Sub-Total (c) 320.83 - 320.83 552.41 - 552.41
Diluted:
d. Sale of Fixed Asset
Profit attributable to shareholders of the Company ( in crores) 1,116.42 924.91 Parekh Marketing Ltd - 0.32 0.32 - - -
Sub-Total (d) - 0.32 0.32 - - -
e. Rent Paid/ (Received)
Weighted average number of equity shares in calculating basic EPS 50,79,93,224 50,78,95,621
Smt Mala Parekh - 0.71 0.71 - 0.78 0.78
Add: Effect of Employee Stock Option Scheme/Plan 1,70,850 3,18,250 Parekh Marketing Ltd - 0.08 0.08 - 0.07 0.07
Weighted average number of equity shares in calculating diluted EPS 50,81,64,074 50,82,13,871 Pargro Investment Pvt Ltd - (0.08) (0.08) - (0.06) (0.06)
Sub-Total (e) - 0.71 0.71 - 0.79 0.79
f. Reimbursement of expenses made
Par value per share ( ) 1.00 1.00
Parekh Marketing Ltd - 0.03 0.03 - - -
Earning per share (Diluted) ( ) 21.97 18.20 Sub-Total (f) - 0.03 0.03 - - -
g. Compensation of Key Management Personnel of the Company:
Remuneration/ Commission to Directors:
47 Related Party Disclosures (Short Term Employee benefits)
Related Party Disclosures as required by Ind-AS 24, ‘Related Party Disclosures’ are given below: - Shri M B Parekh - 4.15 4.15 - 3.98 3.98
- Shri Bharat Puri - 13.96 13.96 - 15.42 15.42
(i) Relationships:
- Shri A B Parekh - 1.80 1.80 - 6.58 6.58
a. Vinyl Chemicals (India) Ltd Associate - Shri A N Parekh - 5.84 5.84 - 5.57 5.57
b. Plus Call Technical Services LLC Joint Venture - Shri Sabyasachi Patnaik - 2.01 2.01 2.45 2.45
- Shri Debabrata Gupta - 0.29 0.29 - - -
c. Parekh Marketing Ltd Significant Influence of KMP
Sub-Total (g) - 28.05 28.05 - 34.00 34.00
d. Pargro Investment Pvt Ltd Significant Influence of KMP
Share-based payments
e. Kalva Marketing and Services Ltd Significant Influence of KMP Shri Bharat Puri - 16.65 16.65 - 11.03 11.03
(ii) Key Management Personnel (KMP): Shri Sabyasachi Patnaik - 0.40 0.40 - 0.37 0.37
Sub-Total - 17.05 17.05 - 11.40 11.40
a. Shri M B Parekh Executive Chairman
PIDILITE ANNUAL REPORT 2019-20
Inputs into the model Granted on Granted on Granted on Granted on Granted on Granted on Exercise price 1.00 1.00 1.00 1.00
27th July 29th January 29th July 29th July 9th Novem- 8th Novem-
2015-ESOS 2016-ESOS 2016-ESOS 2016-ESOP ber 2016- ber 2017- Date of vesting (1) 13.05.2020 31.01.2021 18.11.2022 31.01.2021
2012 2012 2012 2016 ESOS 2012 ESOP 2016 Dividend yield (%) 0.84 0.74 0.74 0.74
Share price 544.95 556.80 751.60 751.60 691.40 758.55
Option life (no. of years) 2.50 4.01 5.80 4.01
(on the date previous to grant date)
Exercise price 1.00 1.00 1.00 1.00 1.00 1.00 Risk free interest rate (%) 7.03 6.15 6.39 6.15
Date of vesting (1) 10.04.2017 29.01.2017 29.07.2017 29.07.2017 09.11.2017 08.11.2018 Expected volatility (%) 23.06 23.69 24.49 23.69
Dividend yield (%) 0.91 0.93 0.79 0.74 0.89 0.85 Date of vesting (2) - - 18.11.2023 31.01.2022
Option life (no. of years) 3.50 3.50 3.50 2.50 3.50 2.50 Dividend yield (%) - - 0.74 0.74
Risk free interest rate (%) 8.07 7.80 7.39 7.28 6.73 6.69 Option life (no. of years) - - 6.80 5.01
Expected volatility (%) 52.17 54.46 21.51 17.70 20.94 22.12 Risk free interest rate (%) - - 6.43 6.39
Date of vesting (2) 10.04.2018 29.01.2018 29.07.2018 29.07.2018 09.11.2018 08.11.2019 Expected volatility (%) - - 24.56 23.76
Share price (on the date previous to grant date) 1,000.15 961.55 1,152.80 1,152.80 1,152.80 Vested during the year - ESOP 2016 1,55,850 1 47,200 1
Exercise price 1.00 1.00 1.00 1.00 1.00 Exercised during the year - ESOS 2012 - 1 1,19,400 1
Date of vesting (1) 11.04.2019 30.10.2019 23.01.2022 29.01.2021 01.02.2021 Exercised during the year - ESOP 2016 1,45,500 1 48,550 1
Dividend yield (%) 0.62 2.54 0.84 0.84 0.84 Lapsed during the year*
Option life (no. of years) 2.50 2.50 6.00 5.02 5.02 - ESOP 2016 (granted on 29th July 2016) - 1 1,000 1
Risk free interest rate (%) 7.09 8.01 7.56 7.49 7.49 - ESOP 2016 (granted on 8 November 2017)
th
2,400 1 3,500 1
Expected volatility (%) 21.65 23.20 24.34 23.87 23.86 - ESOP 2016 (granted on 11 April 2018)
th
- 1 5,000 1
Date of vesting (2) 11.04.2020 30.10.2020 23.01.2023 29.01.2022 01.02.2022 - ESOP 2016 (granted on 30th October 2018) 9,500 1 900 1
Dividend yield (%) 0.66 3.62 0.84 0.84 0.84 Options outstanding at the end of the year
PIDILITE ANNUAL REPORT 2019-20
Option life (no. of years) 3.50 3.50 7.00 6.02 6.03 - ESOP 2016 1,70,850 1 3,15,750 1
Risk free interest rate (%) 7.28 8.02 7.58 7.56 7.56 Options available for grant
Expected volatility (%) 23.59 23.24 24.37 24.32 24.30 - ESOS 2012 34,200 1 34,200 1
Dividend yield (%) - 4.82 0.84 - - The weighted average share price at the date of exercise for 1,331.62 1,239.18
stock options exercised during the year
Option life (no. of years) - 4.50 8.00 - -
Range of exercise price for options outstanding at the end of the year 1 1
Risk free interest rate (%) - 8.15 7.65 - -
* Lapsed due to termination of employment with the Group.
Expected volatility (%) - 24.34 24.40 - -
The Company has allotted 3,300 equity shares on 10th June 2020 of face value of 1/- each under Employee Stock Option
228
Plan - 2016 to the employees of the Company and its subsidiaries to whom the options were granted.
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 231
Investments in Mutual funds, Preference Shares, Debentures and Bonds 1,152.88 1,515.92 SGD - 22,268.00 - 0.11
Derivative assets towards foreign exchange forward contracts 1.81 0.03 Amounts (payable)/ advance in foreign currency on account of the following:
Investments in Promissory Notes 3.77 3.46 AED 2,36,491.04 88,540.00 0.49 0.17
Total Financial Liabilities 1,577.60 1,274.90 Impact on profit or loss for the year (refer Note a) 1.17 0.69
The Group’s Treasury functions provide services to the business, co-ordinates access to domestic and international financial EUR impact
markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which
analyse exposures by degree and magnitude of risks. These risks include market risk, credit risk and liquidity risk. The Group For the For the
undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. year ended year ended
31st March 31st March
Exchange rate exposures are managed within approved policy parameters utilising foreign exchange forward contracts.
2020 2019
Compliance with policies and exposure limits is a part of Internal Financial Controls. The Group does not enter into or trade
in financial instruments, including derivative financial instruments, for speculative purposes. Impact on profit or loss for the year (refer Note b) 0.42 0.78
The line-items in the balance sheet that include the above hedging instruments are “Other financial assets” of 1.81 crores - Current Maturity of Term Loan 1.69 - - 1.69 1.69
( 0.03 crores as at 31st March 2019) and “Other financial liabilities” 0.42 crores ( 1.27 crores as at 31st March 2019) Derivative liabilities towards foreign 1.27 - 1.27 1.27
(refer Note 14 and 28 respectively). exchange forward contracts
At 31st March 2020, the aggregate amount of gain under foreign exchange forward contracts recognised in profit or loss is Gross obligation towards acquisition - 76.17 - 76.17 76.17
1.33 crores (loss of 1.24 crores as at 31st March 2019).
232
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 235
This note provides information about how the Group determines fair values of various financial assets and financial liabilities. The Group has classified various employee benefits as under:
(i) Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis (A) Defined Contribution Plans
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting (a) Provident Fund
period. The following table gives information about how the fair values of these financial assets and financial liabilities are (b) Superannuation Fund
determined (in particular, the valuation technique(s) and inputs used).
(c) State Defined Contribution Plans
Financial Assets/ Financial Liabilities Fair value Fair value Valuation - Employers' Contribution to Employees' State Insurance
hierarchy Technique(s)
As at As at - Employers' Contribution to Employees' Pension Scheme 1995
and key input(s)
31st March 31st March - Labour Welfare Fund
2020 2019
(d) National Pension Scheme
1 Investment in Mutual/Alternate Various listed Various listed Level 1 Quoted bid
funds - funds - prices in active The Provident Fund and the State Defined Contribution Plans are operated by the Regional Provident Fund
Investment Funds, Preference Commissioner, the Superannuation Fund is administered by the LIC of India and National Pension Fund is administered
aggregate fair aggregate fair market
Shares, Debentures and Bonds by Pension Fund Regulatory and Development Authority (PFRDA), as applicable, for all eligible employees. Under the
value of value of
1,034.49 1,515.92 schemes, the Group is required to contribute a specified percentage of payroll cost to the retirement benefit schemes
crores crores to fund the benefits. These funds are recognised by the Income Tax Authorities.
2 Derivative assets & liabilities Assets - 1.81 Assets - 0.03 Level 2 Mark to market The Group has recognised the following amounts in the Statement of Profit and Loss:
towards foreign currency forward crores; and crores; and values acquired ( in crores)
liabilities - liabilities - from banks, with For the For the
contracts
0.42 crores 1.27 crores whom the Group year ended year ended
contracts. 31st March 31st March
3 Gross obligation towards Liabilities - Liabilities - Level 2 Fair values 2020 2019
acquisition 81.23 crores 76.17 crores of options using (i) Contribution to Provident Fund 19.17 20.43
black scholes
valuation model (ii) Contribution to Employees' Superannuation Fund 0.87 0.84
based on (iii) Contribution to Employees' State Insurance Scheme & Labour Welfare Fund 0.27 0.45
Independent
valuer’s report (iv) Contribution to Employees' Pension Scheme 1995 10.06 7.59
4 Investment in Promissory Notes Aggregate fair value - Level 3 Fair value (v) Contribution to National Pension Scheme 2.80 1.88
of 122.48 crores is derived
vi) Other Funds (International) 9.41 4.88
considering
recent financial TOTAL 42.58 36.07
rounds of
(B) Defined Benefit Plans
investment
Gratuity
5 Investment in Promissory Notes Aggregate fair Aggregate fair Level 3 Fair value
value of 3.77 value of is derived (C) Other Long-Term Benefits
crores 3.46 crores considering (a) Compensated Absences
recent financial
rounds of (b) Anniversary Awards
investment (c) Premature Death Pension Scheme
(d) Total Disability Pension Scheme
(ii) Financial instruments measured at amortised cost
Valuations in respect of above have been carried out by independent actuary, as at the balance sheet date, based on the
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are
following assumptions:
a reasonable approximation of their fair values since the Group does not anticipate that the carrying amounts would be
Valuations as at
significantly different from the values that would eventually be received or settled.
31st March 2020 31st March 2019
(i) Discount Rate (per annum) 6.25% - 9.46% 7.15% - 7.7%
(ii) Rate of increase in Compensation levels (per annum) 1 2 yrs - 4 - 8.7%, 1 2 yrs - 6.5 - 15%,
st st
2 Interest Risk – LIC does not provide market value of assets, rather maintains a running statement with interest rates 1 Current Service Cost 7.65 0.54 5.93 0.39
declared annually – The fall in interest rate is not therefore offset by increase in value of Bonds, hence may pose a risk. 2 Past Service Cost - - - -
3 Longevity Risk – Since the gratuity payment happens at the retirement age of 58-60, longevity impact is very low at 3 Interest cost on benefit obligation (net) (0.17) 0.23 (0.09) 0.16
this age, hence this is a non-risk.
4 Total Expenses recognised in the Statement of 7.48 0.77 5.84 0.55
4 Salary Risk - The liability is calculated taking into account the salary increases, basis past experience of the Group’s Profit and Loss
actual salary increases with the assumptions used, they are in line, hence this risk is low risk.
( in crores)
(v) Remeasurement Effects recognised in Other Comprehensive Income for the year
31 March 2020
st
31 March 2019
st
1 Actuarial (Gains)/ Loss
Gratuity Gratuity Gratuity Gratuity Actuarial (Gains)/ Loss arising from changes in 0.16 (0.04) 0.45 -
Funded Unfunded Funded Unfunded demographic assumption
(i) Changes in Present value of Obligation Actuarial (Gains)/ Loss arising from changes in 0.01 0.18 3.61 0.35
financial assumption
1 Present value of defined benefit obligation at the 78.40 3.36 65.17 2.38
beginning of the year Actuarial (Gains)/ Loss arising from changes in 14.07 0.21 1.51 0.34
experience adjustment
2 Additions during the year - 0.26 - -
Return on plan asset 0.04 - 0.03 -
3 Acquistion through Business Combination - - 0.01 -
2 Recognised in Other Comprehensive Income 14.28 0.35 5.60 0.69
4 Current Service Cost 7.65 0.54 5.93 0.39
5 Interest Cost 5.27 0.23 4.90 0.16 (vi) Actual return on plan assets 5.26 - 4.92 -
6 Actuarial (Gains)/ Loss
Actuarial (gains)/ losses arising from changes in 0.16 - 0.45 - (vii) Sensitivity Analysis
demographic assumption
Defined Benefit Obligation
Actuarial (gains)/ losses arising from changes in 0.01 0.18 3.61 0.35
Discount Rate
financial assumption
a Discount Rate - 100 basis points 98.66 4.86 83.88 3.61
Actuarial (gains)/ losses arising from changes in 14.07 0.21 1.51 0.34
experience adjustment b Discount Rate + 100 basis points 87.06 4.30 73.61 3.19
7 Past Service cost - - - - Salary Increase Rate
8 Benefits Paid (13.34) (0.21) (3.25) (0.26) a Rate - 100 basis points 86.98 4.30 73.56 3.19
9 Foreign Currency Translation 0.25 - 0.07 - b Rate + 100 basis points 98.64 4.85 83.85 3.60
Note on Sensitivity Analysis
10 Present value of defined benefit obligation at the end 92.47 4.57 78.40 3.36
of the year 1 Sensitivity analysis for each significant actuarial assumptions of the Company which are discount rate and salary
assumptions as of the end of the reporting period, showing how the defined benefit obligation would have been
affected by changes is called out in the table above.
(ii) Changes in Fair value of Plan Assets 2 The method used to calculate the liability in these scenarios is by keeping all the other parameters and the data same
as in the base liability calculation except for the parameters to be stressed.
1 Fair value of plan assets at the beginning of the year 73.27 - 66.17 -
3 There is no change in the method from the previous period and the points/ percentage by which the assumptions are
2 Expected Return on Plan Assets 5.43 - 4.99 - stressed are same to that in the previous year.
6 Foreign Currency Translation 0.23 - 0.08 - Year 3 9.07 0.61 7.65 0.38
Year 4 8.11 0.49 8.21 0.43
7 Fair value of plan assets at the end of the year 90.33 - 73.27 -
Year 5 7.24 0.45 7.33 0.34
Year 6 to 10 37.76 1.79 33.44 1.36
(iii) Net Benefit (Asset)/ Liability
52 Subsidiaries 53 Taxes
Details of the Group’s subsidiaries at the end of the reporting period are as follows: 1. Deferred Tax
Name of Subsidiary Place of Proportion of ownership As at As at
incorporation and interest and voting rights 31st March 31st March
operation held by the Group 2020 2019
As at As at
31st March 2020 31st March 2019 Deferred Tax Assets (net) (13.00) (10.72)
a. Fevicol Company Ltd (Fevicol) India 100.00% 100.00% Deferred Tax Liabilities (net) 82.29 120.14
b. Bhimad Commercial Company Pvt Ltd (Bhimad) India 100.00% 100.00%
TOTAL 69.29 109.42
c. Madhumala Ventures Pvt Ltd (Formerly known as Madhumala India 100.00% 100.00%
Traders Pvt Ltd) (Madhumala)
d. Pagel Concrete Technologies Pvt Ltd (PCTPL) India 80.00% 80.00%
a 2019-20
e. Nitin Enterprises (Nitin) India 100.00% 100.00%
f. Building Envelope Systems India Ltd (BESI) India 60.00% 60.00% Deferred tax (assets)/ liabilities in relation to:
g. Nina Percept Pvt Ltd [refer Note 56(c)] India 71.53% 71.53%
Opening Recognised Recognised Foreign Closing
h. Hybrid Coatings (Hybrid) India 60.00% 60.00% Balance in Profit or in Other Currency Balance
i. Pidilite International Pte Ltd (PIPL) Singapore 100.00% 100.00% Loss Comprehen- Translation
sive Income
j. Pidilite Middle East Ltd (PMEL) United Arab Emirates 100.00% 100.00%
k. Pulvitec do Brasil Industria e Comercio de Colas e Adesivos Ltda Brazil 100.00% 100.00% Property, Plant and Equipment 67.78 (29.26) - 0.40 38.92
(Pulvitec)
Intangible Assets 83.38 1.20 - 0.07 84.65
l. Pidilite USA Inc (PUSA) USA 100.00% 100.00%
m. Pidilite MEA Chemicals LLC (Jupiter)* United Arab Emirates 49.00% 49.00% FVTPL financial assets 17.12 (12.84) - - 4.28
n. PT Pidilite Indonesia (PTPI) Indonesia 100.00% 100.00% Other Provisions (5.80) (1.45) - (0.33) (7.58)
o. Pidilite Speciality Chemicals Bangladesh Pvt Ltd (PSCB) Bangladesh 100.00% 100.00%
Allowance for Doubtful Debts (18.74) 2.06 - (0.19) (16.87)
p. Pidilite Innovation Centre Pte Ltd (PICPL) Singapore 100.00% 100.00%
q. Pidilite Industries Egypt SAE (PIE) Egypt 100.00% 100.00% Provision for Employee Benefits (16.72) 6.23 (3.58) (0.01) (14.08)
r. Pidilite Bamco Ltd (Bamco) Thailand 100.00% 100.00% Share issue and buy-back costs (0.40) 1.88 - - 1.48
s. Pidilite Chemical PLC (PCPLC) Ethiopia 100.00% 100.00%
Tax Losses (17.20) (4.09) - (0.22) (21.51)
t. PIL Trading (Egypt) Company (PTC) Egypt 100.00% 100.00%
u. Pidilite Industries Trading (Shanghai) Co Ltd (Pidilite Shanghai) China 100.00% 100.00% Total 109.42 (36.27) (3.58) (0.28) 69.29
v. Bamco Supply and Services Ltd (BSSL)* Thailand 49.00% 49.00%
w. ICA Pidilite Pvt Ltd (ICA) * India 50.00% 50.00%
x. Cipy Polyurethanes Pvt Ltd India 70.00% 70.00% b 2018-19
y. Pidilite Lanka (Pvt) Ltd (PLPL) Sri Lanka 76.00% 76.00% Deferred tax (assets)/ liabilities in relation to:
z. Nebula East Africa Pvt Ltd (Nebula) Kenya 100.00% 100.00%
Opening Recognised Recognised Foreign Closing
aa. Nina Lanka Construction Technologies (Pvt) Ltd Sri Lanka 72.70% 72.70% Balance in Profit or in Other Currency Balance
(Nina Lanka)** Loss Comprehen- Translation
ab. Pidilite Ventures LLC (w.e.f. 8th August 2018) USA 100.00% 100.00% sive Income
ac. Pidilite East Africa Limited (w.e.f. 12th February 2019) Kenya 55.00% 55.00% Property, Plant and Equipment 62.06 5.57 - 0.15 67.78
ad. Pidilite Grupo Puma Pvt Ltd (PGPPL) * India 50.00% -
Intangible Assets 73.69 9.78 - (0.09) 83.38
(w.e.f. 16th September, 2019)
ae. Pidilite C-Techos Pvt Ltd (w.e.f. 18th September 2019) India 60.00% - FVTPL financial assets 16.78 0.34 - - 17.12
af. Pidilite Litokol Pvt Ltd (w.e.f. 7 October 2019)
th
India 60.00% -
[refer Note 56(e)] Other Provisions (6.19) 0.70 - (0.31) (5.80)
PIDILITE ANNUAL REPORT 2019-20
ag. Pidilite Grupo Puma Manufacturing Ltd (PGPML)* India 50.00% - Allowance for Doubtful Debts (16.16) (2.50) - (0.08) (18.74)
(w.e.f. 13th January 2020) [refer Note 56(f)]
ah. Nina Percept (Bangladesh) Pvt Ltd*** Bangladesh 71.81% - Provision for Employee Benefits (14.80) (0.09) (1.83) 0.01 (16.72)
(w.e.f. 29th January 2020) [refer Note 56(d)]
Share issue and buy-back costs (3.17) 2.77 - - (0.40)
ai. Pidilite C-Techos Walling Ltd India 60.00% -
(w.e.f. 5th March 2020) [refer Note 56(h)] Tax Losses (7.39) (9.92) - 0.11 (17.20)
* Pidilite MEA Chemicals LLC, BSSL. ICA and PGPML are subsidiaries of the Group even though the Group has 49%, 49%, 50%
and 50% ownership interest and voting rights in the subsidiaries respectively. However, based on the relevant facts and circum- Total 104.80 6.65 (1.83) (0.21) 109.42
stances, control and management of these entities lie with the Group. The Group has the power to direct the relevant activities of
these entities and therefore controls these entities.
** Nina Lanka Construction Technologies (Pvt) Ltd (Nina Lanka) is a 100% subsidiary of Nina Percept Private Limited and Pidilite
Lanka (Pvt) Ltd.
238 *** Nina Percept (Bangladesh) Pvt Ltd (Nina Bangladesh) is a 100% subsidiary of Nina Percept Private Limited and Pidilite Speciality
Chemicals Bangladesh Pvt Ltd (PSCB)
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 241
b The Income Tax expense for the year can be reconciled to the accounting profit as follows: Lease liability recognised as at 1st April 2019 109.73
Of which are:
As at As at
31st March 31st March Current lease liabilities 21.83
2020 2019 Non-current lease liabilities 87.90
Profit before tax from continuing operations (after exceptional items) 1,466.74 1,338.02
Impact of adoption of Ind AS 116 on the statement of profit and loss:
Income Tax Rate (%) 25.17% 34.94%
Particulars For the year
Income Tax expense 369.15 467.56 ended
31st March
Effect of income that is exempt from taxation (5.03) (5.84) 2020
Interest on lease liabilities (refer Note 38) 8.21
Effect of expenses that are not deductible in determining taxable profit and deductions 22.55 5.98
Depreciation of Right-of-use assets (refer Note 39) 31.31
Effect of concessions (research and development and backward area deductions) (3.46) (16.76)
Deferred tax (credit) (1.08)
Effect of lower rate of tax (48.21) (17.71) Impact on the statement of profit and loss for the period 38.44
Effect of previously unrecognised and unused tax losses and deductible temporary - 0.25 Expenses related to short term lease incurred during the year 20.35
differences now recognised as deferred tax assets
Effect of previously unrecognised and unused tax losses and deductible temporary - - 55 Details of provisions
differences now recognised as deferred tax liabilities
The Group has made provision for various contractual obligations and disputed liabilities based on its assessment of the
Effect of the Company being taxed at lower tax rate (minimum alternate tax) as the (0.17) (0.03) amount it estimates to incur to meet such obligations, details of which are given below:
profits under tax laws are lower than the book profits
( in crores)
Effect of subsidiary companies taxed at a different rate than the holding company 5.83 31.15
Particulars As at Additions Utilisation Foreign As at
Others 7.07 1.50 1st April Currency 31st March
2019 Translation 2020
TOTAL 347.73 466.10 0.30 - (0.15) (0.03) 0.12
Provision for Employee related claims
Adjustments recognised in the current year in relation to the current tax of prior years (0.01) (52.87) (1.78) (0.31) ((1.67)) ((0.12)) (0.30)
Income tax expense recognised in profit or loss (relating to continuing operations) 347.72 413.23 Provision for other contingencies (regulatory tax 0.67 0.14 - (0.14) 0.67
related claims)
PIDILITE ANNUAL REPORT 2019-20
Tax arising on income and expenses recognised in Other Comprehensive Income: Of the above, the following amounts are expected to be incurred within a year:
Particulars As at As at
Re-measurement of Defined Benefit Obligation 3.58 1.83 31st March 31st March
2020 2019
Total Income Tax recognised in Other Comprehensive Income 3.58 1.83
Provision for Warranty Expenses 4.76 1.27
240
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 243
or architectural work of any kind using C-Techos wall technology, manufacturing of ACC panels and other
ancillary products. The Company shall hold 60% of the paid-up share capital and balance capital held by
Chetana Exponential Technologies Pvt Ltd.
i) During current year, the Company decided to sell plant and machinery pertaining to Synthetic Elastomer
project located at Dahej having a carrying value of 60.52 crores as on 1st April 2019 (included in capital
work in progress). Accordingly, reclassified these assets as “Assets held for sale” at fair market value of
38.28 crores and an impairment loss amounting to 22.24 crores was provided in September 2019.
The Company has undertaken its best efforts to find buyers for these assets. In absence of buyer, as at
31st March 2020, these assets were fair valued at estimated realizable scrap value in accordance with Ind AS
113 “FairValue Measurement”, being asset categorized as Level 3, whereby fair value is determined based on
the inputs to the valuation technique.
242
Notes forming part of the consolidated financial statements Notes forming part of the consolidated financial statements 245
Date of
acquisition/
incorporation of
subsidiary
Reporting
period (FY)
Reporting
Currency
Exchange Rates
as at year end
Share Capital
(includes Share
application Money)
Reserves
& Surplus
Total
Assets
Total
Liabilities
Investments
(except in case of
subsidiaries)
Turnover
Profit/ (Loss)
Before Taxation
Provision
For Tax (including
Deferred Tax)
Profit/ (Loss)
After Taxation
Proposed
Dividend
% of shareholding*
sets - Liabilities sive Income sive Income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets Profit and Other Other
Loss Comprehensive Comprehensive
Income Income
Pidilite Industries Limited 76.13 3,555.80 96.93 1,087.64 2,566.81 90.89 104.70 1,178.53
Indian Subsidiaries Pidilite International 29.12.2004 31.03.2020 USD 75.37 203.97 1.24 205.35 0.14 - - 0.44 (0.03) 0.47 - 100.00%
Bhimad Commercial Co Pvt Ltd 0.00 Pte Ltd
0.01 (0.00) (0.00) - - (0.00) (0.00)
(Bhimad) Pidilite Middle East Ltd 18.05.2005 31.03.2020 AED 20.54 187.23 (103.01) 84.33 0.10 - - (0.10) - (0.10) - 100.00%
Building Envelope Systems India Ltd 0.07 3.23 (0.81) (9.05) (0.26) (0.01) (0.81) (9.06) Pidilite MEA Chemicals 28.06.2005 31.03.2020 AED 20.54 0.62 154.36) 125.63 279.37 - 109.62 (9.92) - (9.92) - 49.00%
(BESI) (LLC)
Pidilite Speciality 29.12.2005 31.03.2020 Taka 0.89 31.32 46.47 126.42 48.63 - 118.90 14.45 4.85 9.60 - 100.00%
Fevicol Company Ltd (Fevicol) 0.00 0.04 0.00 0.00 (0.36) (0.01) (0.00) (0.01) Chemicals Bangladesh
Hybrid Coatings (Hybrid) 0.15 7.21 (0.84) (9.46) (0.13) (0.00) (0.84) (9.46) Pvt Ltd
Madhumala Ventures Pvt Ltd 2.71 126.53 (0.01) (0.10) - - (0.01) (0.10) Pidilite Bamco Ltd 27.02.2006 31.03.2020 Baht 2.31 8.07 21.20 37.48 8.21 - 49.82 3.29 0.60 2.69 - 100.00%
(Madhumala) PT Pidilite Indonesia 01.03.2006 31.03.2020 IDR 0.00 5.30 (3.62) 1.93 0.24 - - 0.01 - 0.01 - 100.00%
Nina Percept Private Limited 2.89 135.00 3.91 43.84 (10.04) (0.36) 3.86 43.48 Pidilite USA Inc 12.05.2006 31.03.2020 USD 75.37 111.40 (12.11) 142.53 43.24 4.24 113.72 0.63 (1.34) 1.97 - 100.00%
Nitin Enterprises (Nitin) 0.36 17.00 (3.37) (37.78) - - (3.36) (37.78) Pidilite Innovation 20.12.2006 31.03.2020 SGD 52.98 5.27 (0.02) 8.17 2.92 - 3.84 (0.25) 0.26 (0.51) - 100.00%
Center Pte Ltd
Pagel Concrete Technologies Pvt Ltd 0.00 0.07 (0.00) (0.00) - - (0.00) (0.00)
(PCTPL) Pidilite Industries Egypt 18.10.2007 31.03.2020 EGP 4.79 46.68 (17.62) 61.61 32.55 - 31.57 0.89 (0.14) 1.03 - 100.00%
- SAE
Cipy Polyurethanes Pvt Ltd (CIPY) 2.49 116.31 (0.50) (5.60) 4.97 0.18 (0.48) (5.42)
Pulvitec do Brasil 10.05.2005 31.03.2020 BRL 14.52 107.91 (85.66) 51.83 29.59 - 87.06 (3.57) 0.27 (3.84) - 100.00%
ICA Pidilite Pvt Ltd (ICA) 1.97 92.16 (3.86) (43.26) (1.89) (0.07) (3.85) (43.33) Industria e Comercio de
Pidilite C-Techos Walling Ltd 0.00 0.02 (0.00) (0.02) - - (0.00) (0.02) Colas e Adesivos Ltda
Bamco Supply and 22.04.2008 31.03.2020 Baht 2.31 0.23 7.49 8.46 0.74 - 11.78 0.88 0.15 0.73 - 49.00%
Pidilite Grupo Puma Manufacturing Ltd 0.00 0.02 (0.00) (0.02) - - (0.00) (0.02) Services Limited
Pidilite Litokol Pvt Ltd 0.01 0.62 (0.00) (0.03) - - (0.00) (0.03) PIL Trading (Egypt) LLC 27.07.2009 31.03.2020 EGP 4.79 2.61 (5.32) 5.44 8.15 - 5.26 (0.24) (0.01) (0.23) - 100.00%
Pidilite C-Techos Pvt Ltd - - - - - - - - Pidilite Industries 22.11.2010 31.03.2020 RMB 10.63 1.02 (0.07) 0.98 0.03 - 0.84 (0.15) - (0.15) - 100.00%
Pidilite Grupo Puma Pvt Ltd - - - - - - - - Trading (Shanghai)
Co Ltd
Foreign Subsidiaries Pidilite Chemical PLC 10.12.2014 31.03.2020 Birr 2.27 3.57 (2.26) 4.33 3.02 - - (0.98) - (0.98) - 100.00%
Pidilite Bamco Ltd (Bamco) 1.10 51.34 0.08 0.94 36.92 1.31 0.20 2.25 Pidlite Ventures LLC 08.08.2018 31.03.2020 USD 75.37 7.91 0.33 8.25 0.01 3.77 - 0.24 (0.02) 0.26 - 100.00%
Bamco Supply and Services Ltd 0.08 3.87 0.20 2.20 10.08 0.36 0.23 2.56 Nebula East Africa Ltd 09.09.2015 31.03.2020 KES 0.72 0.36 0.26 2.57 1.95 - 3.11 0.16 0.06 0.10 - 100.00%
(BSSL)
Pidilite Lanka (Pvt) Ltd 07.08.2015 31.03.2020 LKR 0.40 35.05 (3.77) 56.75 25.47 - 41.53 (1.18) 0.03 (1.21) - 76.00%
Pidilite MEA Chemicals LLC (Jupiter) 1.00 46.68 4.24 47.55 (618.82) (21.91) 2.28 25.64
Nina Lanka Construction 20.02.2017 31.03.2020 LKR 0.40 0.63 (0.26) 0.63 0.26 - 0.07 (0.31) - (0.31) - 72.70%
Pidilite Chemical PLC (PCPLC) 0.03 1.28 (0.10) (1.11) 5.63 0.20 (0.08) (0.91) Technologies (Pvt)
Limited
Pidilite Industries Egypt SAE (PIE) 0.85 39.67 0.82 9.20 (192.99) (6.83) 0.21 2.37
Pidilite East Africa 12.02.2019 31.03.2020 KES 0.72 4.68 (0.55) 4.32 0.20 - - (0.53) - (0.53) - 55.00%
Pidilite Industries Trading (Shanghai) 0.00 0.20 (0.08) (0.87) (0.10) (0.00) (0.08) (0.87) Limited
Co Ltd (Pidilite Shanghai)
Nina Percept 29.01.2020 31.03.2020 Taka 0.89 0.39 - 0.39 - - - - - - - 71.81%
Pidilite Innovation Centre Pte Ltd 0.11 5.08 (0.53) (6.00) (2.17) (0.08) (0.54) (6.08) (Bangladesh) Pvt Ltd
(PICPL)
Fevicol Company 28.07.1979 31.03.2020 INR - 0.27 1.96 2.23 - 0.04 - - - - - 100.00%
Pidilite International Pte Ltd (PIPL) 0.10 4.59 (0.04) (0.39) (2,075.22) (73.49) (6.56) (73.88) Limited
Pidilite Lanka (Pvt) Ltd (PLPL) 0.56 26.19 0.83 9.35 (7.74) (0.27) 0.81 9.08 Madhumala Venture 01.06.1989 31.03.2020 INR - 0.16 134.88 135.04 - 122.48 - 1.13 - 1.13 - 100.00%
Pvt Ltd
Pidilite Middle East Ltd (PMEL) 0.01 0.57 (0.01) (0.10) (391.52) (13.87) (1.24) (13.97)
Bhimad Commercial 01.06.1989 31.03.2020 INR - 0.01 8.64 8.65 - - - 1.23 - 1.23 - 100.00%
Pidilite Speciality Chemicals 1.79 83.72 3.55 39.78 88.98 3.15 3.81 42.93 Company Pvt Ltd
Bangladesh Pvt Ltd (PSCB)
Pagel Concrete 24.01.2007 31.03.2020 INR - 0.10 (0.43) - 0.33 - - - - - 80.00%
Pidilite USA Inc (PUSA) 2.13 99.36 (0.62) (6.95) (227.80) (8.07) (1.33) (15.02) Technologies Pvt Ltd
PIL Trading (Egypt) Company (PTC) 0.07 3.31 0.10 1.10 (47.36) (1.68) (0.05) (0.58) Building Envelope 07.09.2012 31.03.2020 INR - 8.35 14.37 23.90 1.18 - 9.07 2.31 0.21 2.10 - 60.00%
Systems India Ltd
PT Pidilite Indonesia (PTPI) 0.03 1.62 (0.06) (0.70) 7.89 0.28 (0.04) (0.42)
Nina Percept Pvt Ltd** 30.03.2015 31.03.2020 INR - 1.18 144.19 319.68 174.31 - 267.76 4.00 0.66 3.34 - 71.53%
Pulvitec do Brasil Industria e Commercio 0.48 22.25 (0.34) (3.84) 953.03 33.75 2.66 29.91
ICA Pidilite Pvt Ltd 20.11.2015 31.03.2020 INR - 7.31 236.85 285.67 41.51 4.51 185.24 2.05 0.52 1.53 - 50.00%
PIDILITE ANNUAL REPORT 2019-20
( in crores)
Number 74,51,540
( in crores)
Number 57
246
DESIGN Pidilite Design Studio | PRIN T Parksons Graphics
Notice
NOTICE is hereby given that the 51st ANNUAL Committee, approval of the members of the
GENERAL MEETING of the Members of the Company Company be and is hereby accorded to the
will be held on Thursday, 10th September 2020 at re-appointment of Shri Bharat Puri (DIN: 02173566)
3.00 p.m. IST through Video Conferencing (“VC”)/ as the Managing Director of the Company, for a
Other Audio Visual Means (“OAVM”), to transact the further period of 5 (five) years with effect from
following business: 10th April 2020, on the terms and conditions
and payment of remuneration as set out in the
ORDINARY BUSINESS: Explanatory Statement attached to
1. To receive, consider and adopt: the Notice.”
a. the audited financial statements of the “RESOLVED FURTHER THAT Shri Bharat Puri,
Company for the financial year ended Managing Director be in charge of the general
31st March 2020 together with the reports management of the Company within the
of Board of Directors and Auditors’ thereon; provisions of Articles of Association but subject
b. the audited consolidated financial statements to superintendence, control and direction of the
of the Company for the financial year ended Board of Directors.”
31st March 2020 together with the report of “RESOLVED FURTHER THAT Shri Bharat Puri will
Auditors’ thereon. be a Key Managerial Personnel of the Company as
2. To confirm the payment of Interim Dividend, as the per the provisions of Section 203(1)(i) of the Act.”
final dividend, on equity shares for the financial “RESOLVED FURTHER THAT Shri Bharat Puri
year 2019-20. will be a non rotational Director and shall not be
3. To appoint a Director in place of Shri A B Parekh liable to retire by rotation during his term as the
(DIN: 00035317), who retires by rotation and Managing Director.”
being eligible, offers himself for re-appointment. “RESOLVED FURTHER THAT the Managing
4. To consider and, if thought fit, to pass, the Director shall be entitled to reimbursement of all
following resolution as a Special Resolution for expenses incurred for the purpose of the business
appointing a Director in place of Shri N K Parekh, of the Company and shall not be entitled to any
who retires by rotation and being eligible, offers sitting fees for attending meeting of the Board of
himself for re-appointment: Directors and Committee(s) thereof.”
“RESOLVED THAT pursuant to the provisions of “RESOLVED FURTHER THAT the Board be and
Section 152 and other applicable provisions of is hereby authorised to alter and vary terms
the Companies Act, 2013 and the Rules framed of appointment and remuneration so as not to
thereunder and Rule 17(1A) of Securities and exceed the limits specified in Schedule V and
Exchange Board of India (Listing Obligations other applicable Sections of the Act or any
and Disclosure Requirements) Regulations, statutory modifications thereof as may be agreed
2015 (including any statutory modification(s) or to by the Board of Directors and Shri Bharat Puri.”
re-enactment thereof for the time being in force) “RESOLVED FURTHER THAT the total
Shri N K Parekh (DIN: 00111518), who retires by remuneration by way of salary, perquisites,
rotation at this meeting and being eligible, offers allowances and commission payable to
himself for re-appointment, be and is hereby Shri Bharat Puri, Managing Director, in any Financial
re-appointed as a Director of the Company, Year shall not exceed 5% of the Net Profit of that
liable to retire by rotation.” Financial Year as per Section 197, Schedule V
SPECIAL BUSINESS: and other applicable provisions of the Act.”
5. To consider and, if thought fit, to pass, the “RESOLVED FURTHER THAT the Board be and
following resolution as an Ordinary Resolution: is hereby authorised to do all such acts, deeds
and things and execute all such documents,
“RESOLVED THAT pursuant to the provisions of instruments and writings as may be required
Sections 196, 197 and 203 read with Schedule V and to delegate all or any of its powers herein
and other applicable provisions, if any, of the conferred to any Committee of Directors.”
Companies Act, 2013 (the Act) and the Companies
(Appointment and Remuneration of Managerial 6. To consider and, if thought fit, to pass, the
Personnel) Rules, 2014 (including any statutory following resolution as an Ordinary Resolution:
modification(s) or re-enactment thereof for “RESOLVED THAT pursuant to the provisions of
the time being in force) and pursuant to the Sections 196, 197, Schedule V and other applicable
recommendation of Nomination and Remuneration provisions, if any, of the Companies Act, 2013 1
(the Act) read with Companies (Appointment 161 of the Act by the Board of Directors with “RESOLVED FURTHER THAT Shri Debabrata 10. To consider and if thought fit, to pass, the
and Remuneration of Managerial Personnel) Rules, effect from 1st March 2020 and holds office upto Gupta, Whole Time Director shall function as following resolution as an Ordinary Resolution:
2014 (including any statutory modification(s) the date of this Annual General Meeting and in “Director-Operations” and apart from other
“RESOLVED THAT pursuant to the provisions of
or re-enactment thereof for the time being in respect of whom the Company has received a duties that are entrusted to him from time to
force) and pursuant to the recommendation of notice in writing from a member under Section time, he shall be in overall charge of all the Section 148 and all other applicable provisions,
Nomination and Remuneration Committee, approval 160 of the Act proposing his candidature for factories of the Company (both existing and if any, of the Companies Act, 2013 and the
of the members of the Company be and is hereby the office of Director of the Company, be which may be set up in future) including factories Companies (Audit and Auditors) Rules, 2014
accorded to the re-appointment of Shri A N Parekh and is hereby appointed as a Director of the situated in the State of Maharashtra, Gujarat, (including any statutory modification(s) or
(DIN: 00111366), as a Whole Time Director of the Company, whose period of office shall be liable Himachal Pradesh, Telangana, Assam, Union re-enactment thereof, for the time being in force),
Company, for a further period of 5 (five) years to determination by retirement of Directors by Territory of Daman or any other State or Union the Cost Auditors M/s. V J Talati & Co., Cost
with effect from 1st July 2020, whose period of rotation.” Territory in India.” Accountants, (Registration No. 00213) appointed
office is liable to determination by retirement of by the Board of Directors of the Company, on the
8. To consider and, if thought fit, to pass, the 9. To consider and, if thought fit, to pass, the
Directors by rotation, on the terms and conditions following resolution as an Ordinary Resolution: recommendation of Audit Committee, to conduct
following resolution as a Special Resolution:
and payment of remuneration as set out in the the audit of the cost records of the Company for
Explanatory Statement attached to the Notice.” “RESOLVED THAT pursuant to the provisions “RESOLVED THAT pursuant to the provisions the financial year ending 31st March 2021, be paid
of Sections 196, 197 and Schedule V and other of Sections 149, 152 read with Schedule IV the remuneration as set out in the explanatory
“RESOLVED FURTHER THAT Shri A N Parekh, applicable provisions, if any, of the Companies and all other applicable provisions, if any,
Whole Time Director shall work under the statement annexed to the Notice convening this
Act, 2013 (the Act) read with the Companies of the Companies Act, 2013 and Companies
superintendence, control and direction of the meeting and the same is hereby ratified and
(Appointment and Remuneration of Managerial (Appointment and Qualification of Directors)
Board of Directors.” approved.”
Personnel) Rules, 2014 (including any statutory Rules, 2014 and the applicable provisions of the
“RESOLVED FURTHER THAT Shri A N Parekh, modification(s) or re-enactment thereof Securities and Exchange Board of India (Listing “RESOLVED FURTHER THAT the Board of
Whole Time Director shall be entitled to for the time being in force) and pursuant Obligations and Disclosure Requirements) Directors of the Company be and is hereby
reimbursement of all expenses incurred for the to the recommendation of Nomination and Regulations, 2015 (including any statutory authorised to do all such acts, deeds, matters
purpose of business of the Company and Remuneration Committee, approval of the modification(s), or re-enactment thereof and things and take all such steps as may be
shall not be entitled to any sitting fees for members of the Company be and is hereby for the time being in force) and pursuant necessary, proper or expedient to give effect
attending meetings of the Board of Directors accorded to the appointment of Shri Debabrata to the recommendation by Nomination and to this resolution.”
and Committee(s) thereof.” Gupta (DIN: 01500784) as a Whole Time Director Remuneration Committee, Shri Sanjeev Aga
of the Company designated as “Director- (DIN: 00022065), who was appointed as an
“RESOLVED FURTHER THAT the Board be and is Operations” of the Company, for a period Independent Director of the Company for five BY ORDER OF THE BOARD OF DIRECTORS
hereby authorised to alter and vary such terms and of 3 (three) years with effect from 1st March consecutive years from 46th Annual General
conditions of re-appointment and remuneration so 2020, whose period of office shall be liable
as to not to exceed the limits specified in Meeting (AGM) upto the conclusion of 51st AGM
to determination by retirement of Directors and being eligible, be and is hereby re-appointed Place : Mumbai PUNEET BANSAL
Schedule V and other applicable sections of the by rotation, on the terms and conditions and
Act or any statutory modifications thereof as as an Independent Director of the Company Date : 17th June 2020 COMPANY SECRETARY
payment of remuneration as set out in the to hold office for a second consecutive term
may be agreed to by the Board of Directors Explanatory Statement attached to the Notice.” Registered Office:
and Shri A N Parekh.” commencing from the conclusion of 51st AGM up
to 31st March 2025 and he shall not be liable to Regent Chambers, 7th floor,
“RESOLVED FURTHER THAT Shri Debabrata Jamnalal Bajaj Marg,
“RESOLVED FURTHER THAT the total remuneration Gupta, Whole Time Director shall work under the retire by rotation.”
by way of salary, perquisites and allowances and 208, Nariman Point,
superintendence, control and direction of the “RESOLVED FURTHER THAT the Board of
commissions payable to Shri A N Parekh, Whole Mumbai 400 021.
Board of Directors.” Directors and/or the Company Secretary be and
Time Director, in any Financial Year shall not exceed Tel : 91 22 2835 7000
5% of the Net Profit of that Financial Year as per “RESOLVED FURTHER THAT the total are hereby authorised to settle any question, Fax : 91 22 2821 6007
Section 197, Schedule V and other applicable remuneration by way of salary, perquisites and difficulty or doubt that may arise in giving effect
E-mail : [email protected]
provisions of the Act.” allowances payable to Shri Debabrata Gupta, to this resolution and to do all such acts, deeds
Website : www.pidilite.com
Whole Time Director, in any Financial Year shall and things as may be necessary, expedient and
“RESOLVED FURTHER THAT the Board be and CIN : L24100MH1969PLC014336
not exceed 5% of the Net Profit of that Financial desirable for the purpose of giving effect to
is hereby authorised to do all such acts, deeds Year as per Section 197, Schedule V and other this resolution.”
and things and execute all such documents, applicable provisions of the Act.”
instruments and writings as may be required
and to delegate all or any of its powers herein “RESOLVED FURTHER THAT the Board be and
conferred to any Committee of Directors.” is hereby authorised to vary and/ or modify the
terms and conditions of appointment including
7. To consider and, if thought fit, to pass, the remuneration and perquisites payable to
following resolution as an Ordinary Resolution: Shri Debabrata Gupta in such manner as
“RESOLVED THAT pursuant to the provisions of may be agreed to between the Board and
Section 152 and all other applicable provisions Shri Debabrata Gupta within and in accordance
if any, of the Companies Act, 2013 (the Act) and with the limits prescribed in Schedule V to the
Companies (Appointment and Qualification of Act or in accordance with the changes that may
Directors) Rules, 2014 (including any statutory be effected in that Schedule.”
modification(s) or re-enactment thereof for “RESOLVED FURTHER THAT the Board be and
the time being in force) Shri Debabrata Gupta is hereby authorised to do all such acts, deeds
(DIN: 01500784) who was appointed as an and things and execute all such documents,
Additional Director of the Company pursuant instruments and writings as may be required
to the recommendation of Nomination and and to delegate all or any of its powers herein
2
Remuneration Committee, in terms of Section conferred to any Committee of Directors.” 3
Notes:
1. In view of the continuing COVID-19 pandemic, with the Company/ Depositories. Members may (i) Company’s R & T Agents in case of shares D. As per Section 124(6) of the Act read with
the Ministry of Corporate Affairs (the MCA) has, note that the Notice and Annual Report 2019-20 held in Physical Form or the IEPF Rules as amended, all the shares
vide its circular dated 5th May 2020 read will also be available on the Company’s website in respect of which dividend has remained
with circulars dated 8th April 2020 and (ii) Depository Participants (DP) in case of
www.pidilite.com, websites of the Stock Exchanges unpaid/unclaimed for seven consecutive years
13th April 2020 (collectively referred to as “MCA shares held in Electronic Form. or more as referred to in the said section read
i.e. BSE Limited and National Stock Exchange
Circulars”) permitted the holding of the annual of India Limited at www.bseindia.com and 16. To prevent fraudulent transactions, Members are with the relevant Rules, have been transferred
general meetings (AGM/ Meeting) through Video www.nseindia.com respectively and on the advised to exercise due diligence and notify the to the IEPF Demat Account.
Conferencing (“VC”) or other Audio Visual Means website of NSDL https://www.evoting.nsdl.com Company of any change in address or demise E. The Company has sent notice to all the
(“OAVM”), without the physical presence of the of any member as soon as possible. Periodic Members whose dividends for the financial
Members at a common venue. In compliance 10. Members attending the AGM through VC/ OAVM
statement of holdings should be obtained from year ending 31st March 2013 are lying unpaid/
with the provisions of the Companies Act, 2013 shall be counted for the purpose of reckoning the
the concerned DP and holdings should be verified. unclaimed against their name. Members are
(“Act”), SEBI (Listing Obligations and Disclosure quorum under Section 103 of the Act.
requested to claim the same. As mentioned
Requirements) Regulations, 2015 (“SEBI Listing 11. In accordance with the provisions of Regulation 17. Members can avail nomination facility in terms of
in the said notice, in case the dividends are
Regulations”) and MCA Circulars, the 51st Annual 36(3) of SEBI Listing Regulations and applicable extant legal provisions in this regard. On request,
not claimed by 14th August 2020, necessary
General Meeting (the AGM) of the Company is provisions of Secretarial Standard-2, a brief profile the necessary Form SH-13 can be obtained from
steps will be initiated by the Company to
being held through VC/ OAVM. The deemed venue of Shri A B Parekh, Shri N K Parekh, Shri Bharat the Company’s R & T Agents. transfer the shares and dividend held by the
for the AGM shall be the Registered Office of the Puri, Shri A N Parekh, Shri Debabrata Gupta and 18. To support the ‘Green Initiative’, Members who concerned Members to IEPF, without further
Company. Shri Sanjeev Aga, nature of their expertise in have not yet registered their email addresses are notice. Please note that no claim shall lie
specific functional areas, names of companies in requested to register the same with their DPs in against the Company in respect of the shares
2. Since this AGM is being held pursuant to the MCA
which they hold directorships and memberships/ case the shares are held by them in electronic so transferred to IEPF.
Circulars through VC/ OAVM, physical attendance
of Members has been dispensed with. Accordingly, chairmanships of committees of directors, their form and with Company’s R & T Agents in case F. In the event of transfer of shares and the
the facility for appointment of proxies by the shareholding and relationships between directors the shares are held by them in physical form. unclaimed dividends to IEPF, Members
Members will not be available for the AGM and inter se and other information, is set out and the are entitled to claim the same from IEPF
same forms part of this Notice. 19. Members are requested to send their queries,
hence the Proxy Form and Attendance Slip are by submitting an online application in the
if any, at least ten days in advance of the
not annexed to this Notice. 12. The Register of Members and Share Transfer prescribed Form IEPF-5 available on the
date of holding AGM through email on website www.iepf.gov.in and sending a
3. Corporate members are requested to send Books of the Company will be closed from Friday, [email protected]. The same will be physical copy of the same duly signed to the
to the Company a scanned copy (PDF/JPG 4th September 2020 to Thursday, 10th September, replied by the Company suitably. Company along with the requisite documents
Format), certified copy of the Board Resolution/ 2020 (both days inclusive) for the purpose of
20. A. Pursuant to Section 205A of the Companies enumerated in the Form IEPF-5.
Authorisation authorizing their representative to the AGM.
Act, 1956 all unclaimed/ unpaid dividend G. The Company has uploaded the details of
attend and vote on their behalf through remote 13. The Securities and Exchange Board of India (SEBI) up to the financial year ended 31st March, unpaid and unclaimed amounts lying with
evoting at [email protected]. The said has mandated the submission of Permanent 1994 have been transferred to the General the Company as on 6th August 2019 (date of
Resolution/Authorisation shall also be sent to the Account Number (PAN) by every participant in Revenue Account of the Central Government. last AGM) on the website of the Company
Scrutinizer by email through its registered email securities market. Members holding shares in (www.pidilite.com) and also on the Ministry of
Those Members who have so far not claimed
address to [email protected] with a copy electronic form are required to submit their PAN as Corporate Affairs website.
their dividends for the said periods may
marked to [email protected] well as bank details to their Depository Participants claim the same by submitting an application Members who have not yet encashed their
4. In case of joint holders attending the AGM, only and Members holding shares in physical form in the prescribed form to the Registrar of Dividend Warrants for the years ended
such joint holder who is higher in the order of shall submit their PAN as well as bank details to Companies, Maharashtra. 31st March 2013 to 31st March 2020 including
names will be entitled to vote. the Company/ TSR Darashaw Consultants Private
B. The Company has transferred unclaimed/ interim dividend declared on 5th March 2020
Limited, the Company’s Registrar & Share Transfer
5. A statement pursuant to Section 102(1) of the Act, unpaid dividend (including the Interim are requested to contact the R & T Agents,
Agents (Company’s R & T Agents). M/s. TSR Darashaw Consultants Private Ltd.,
setting out all material facts relating to item Dividend declared during the Financial
nos. 4 to 10 of the Notice is annexed herewith and 14. As per Regulation 40 of the SEBI Listing Unit: Pidilite Industries Limited, 6-10, Haji Moosa
Year 2001-2002) in respect of Financial Years
Regulations, as amended, securities of Patrawala Indl. Estate, 20, Dr. E. Moses Road,
the same should be taken as part of this Notice. ended 31st March 1995 to 31st March 2012
listed companies can be transferred only in Mahalaxmi, Mumbai 400 011.
6. Notes given in the Notice to the extent applicable to the Investor Education and Protection
dematerialized form w.e.f 1st April 2019, except 21. In March 2008, some of the members of Vinyl
also forms part of the Explanatory Statement. Fund (IEPF).
in case of request received for transmission or Chemicals (India) Limited (VCIL) were allotted
7. Members seeking any information with regard transposition of securities. In view of this and C. Sections 124 and 125 of the Act read with 6% Secured Redeemable Preference Shares of
to the accounts, inspection of documents or to eliminate all risks associated with physical the Investor Education and Protection Fund 10 each (Preference Shares) by the Company
any matter to be placed at the AGM, are shares and for ease of portfolio management, Authority (Accounting, Audit, Transfer and pursuant to the Scheme of Demerger of VAM
requested to write to the Company on or members holding shares in physical form are Refund) Rules, 2016 (‘IEPF Rules’), both of Manufacturing Unit of VCIL into the Company.
before 1st September 2020 through email on requested to consider converting their holdings which were made applicable with effect The said Preference Shares were redeemed
[email protected]. The same to dematerialized form. Members can contact from 7th September 2016, also contain similar on 5th September 2008 and the Company had
will be replied by the Company suitably. the Company or Company’s R & T Agents for provisions for transfer of such amounts to despatched Preference Dividend-cum-Redemption
assistance in this regard. IEPF. Accordingly, all unclaimed/unpaid Warrants to all Preference Shareholders without
8. Since the AGM will be held through VC/ OAVM, the dividend, as well as the principal redemption surrender of the Preference Share Certificates. The
Route Map of the venue of AGM is not annexed in 15. The Members are requested to inform of any
amount of preference shares, as applicable, unclaimed preference shares redemption amount
changes, if any, pertaining to their name, postal and the dividend pertaining to the same has been
this Notice. remaining unclaimed/unpaid for a period of
address, email address, telephone/ mobile transferred to IEPF and hence no claim shall lie in
9. In compliance with the aforesaid MCA Circulars numbers, Permanent Account Number (PAN), seven years from the date they became due
respect thereof against the Company.
and SEBI Circular dated 12th May 2020, Notice of mandates, nominations, power of attorney, bank for payment, in relation to the Company, have
the AGM along with the Annual Report 2019-20 is details viz. name of the bank and branch details, been transferred to the IEPF established by 22. Voting through electronic means/ballot paper
being sent only through electronic mode to those bank account number, MICR code, IFSC, etc., the Central Government. No claim shall be I. In compliance with provisions of Section 108
Members whose email addresses are registered immediately to: entertained against the Company for the of the Act and Rules issued thereunder and
4 5
amounts so transferred. Regulation 44 of SEBI Listing Regulations,
Members are provided with the facility to b) If you are using NSDL e-Voting system ii. After click on Active Voting Cycles, you will THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING
cast their vote by electronic means through for the first time, you will need to be able to see all the companies “EVEN” in ON THE DAY OF THE AGM ARE AS UNDER:-
the remote e-voting platform as well as venue retrieve the ‘initial password’ which was which you are holding shares and whose 1. The procedure for e-Voting on the day of the AGM
e-voting on the date of AGM has been provided communicated to you. Once you retrieve voting cycle is in active status. remains same as the instructions mentioned above
by National Securities Depository Limited your ‘initial password’, you need to enter iii. Select “EVEN” of the Company. for remote e-Voting.
(NSDL) on all resolutions set out in this Notice. the ‘initial password’ and the system will
Resolutions passed by the Members through iv. Now you are ready for e-Voting as the Voting 2. Only those Members/ shareholders, who will be
force you to change your password.
e-voting is/are deemed to have been passed, page opens. present in the AGM through VC/OAVM facility
as if they have been passed at the AGM. c) How to retrieve your ‘initial password’? and have not casted their vote on the Resolutions
v. Cast your vote by selecting appropriate
through remote e-Voting and are otherwise not
II. The Members who have casted their vote by (i) If your email ID is registered in your options i.e. assent or dissent, verify/modify
barred from doing so, shall be eligible to vote
remote e-voting prior to the AGM may also demat account or with the Company, the number of shares for which you wish to
through e-Voting system in the AGM.
attend/ participate in the AGM through VC/ your ‘initial password’ is communicated cast your vote and click on “Submit” and also
OAVM but shall not be entitled to cast their to you on your email ID. Trace the “Confirm” when prompted. 3. The details of the person who may be contacted
vote again. email sent to you from NSDL from your for any grievances connected with the facility for
vi. Upon confirmation, the message “Vote cast
III. The instructions for e-voting are as under: mailbox. Open the email and open successfully” will be displayed. e-Voting on the day of the AGM shall be the same
person mentioned for remote e-Voting.
i. Step 1 - Visit the e-Voting website of NSDL. the attachment i.e. a .pdf file. Open vii. You can also take the printout of the votes
Open web browser by typing the following the .pdf file. The password to open cast by you by clicking on the print option on General Guidelines for shareholders
URL: https://www.evoting.nsdl.com/ either the .pdf file is your 8 digit client ID for the confirmation page. i. Institutional shareholders (i.e. other than
on a Personal Computer or on a mobile. NSDL account, last 8 digits of client ID individuals, HUF, NRI etc.) are required to send
viii. Once you confirm your vote on the resolution,
for CDSL account or folio number for scanned copy (PDF/JPG Format) of the relevant
ii. Once the home page of e-Voting system is you will not be allowed to modify your vote.
shares held in physical form. The .pdf Board Resolution/ Authority letter etc. with
launched, click on the icon “Login” which Process for registration of email id for obtaining
is available under ‘Shareholders’ section. file contains your ‘User ID’ and your attested specimen signature of the duly authorized
‘initial password’. Annual Report and updation of bank account signatory(ies) who are authorized to vote, to the
iii. A new screen will open. You will have to mandate for receipt of dividend: Scrutinizer by e-mail to [email protected]
enter your User ID, your Password and a (ii) If your email ID is not registered,
with a copy marked to [email protected].
Verification Code as shown on the screen. please follow instructions mentioned Physical Holding Send a signed letter to the Company’s
below in this notice. ii. It is strongly recommended not to share your
Alternatively, if you are registered for R & T Agents providing Folio No., name
password with any other person and take utmost
NSDL eservices i.e. IDEAS, you can log-in vi. If you are unable to retrieve or have not of shareholder along with copy of PAN
care to keep your password confidential. Login
at https://eservices.nsdl.com/ with your received the “initial password” or have (self attested) and email-id details for
to the e-voting website will be disabled upon
existing IDEAS login. Once you log-in to forgotten your password: registering email address. five unsuccessful attempts to key in the correct
NSDL eservices after using your log-in password. In such an event, you will need to go
credentials, click on e-Voting and you a) Click on “Forgot User Details/Password?” For updating bank account mandate,
hard copies of the following documents through the “Forgot User Details/Password?” or
can proceed to Step 2 i.e. Cast your vote (If you are holding shares in your demat
are to be sent to R & T Agents: “Physical User Reset Password?” option available
electronically. account with NSDL or CDSL) option
on www.evoting.nsdl.com to reset the password.
available on www.evoting.nsdl.com. a. Signed letter mentioning your Name,
iv. Your User ID details are given below: iii. In case of any queries, you may refer the Frequently
“Physical User Reset Password?”
b) Folio Number, complete address and
following details relating to Bank Asked Questions (FAQs) for Shareholders and
Manner of holding Your User ID is: (If you are holding shares in e-voting user manual for Shareholders available at
shares i.e. Demat physical mode) option available on Account in which the dividend is to
the download section of www.evoting.nsdl.com or
(NSDL or CDSL) www.evoting.nsdl.com. be received:
call on toll free no.: 1800-222-990 or send a request
or Physical i) Name and Branch of Bank and
c) If you are still unable to get the password at [email protected].
a. For Members 8 Character DP ID followed Bank Account type;
by aforesaid two options, you can send a iv. Any person, who acquires shares of the Company
who hold by 8 Digit Client ID ii) Bank Account Number
request at [email protected] mentioning and becomes member of the Company after
shares in For example if your DP ID your demat account number/folio number, allotted by your Bank after dispatch of the notice and holding shares as of the
demat account is IN300*** and Client ID is
your PAN, your name and your registered implementation of Core Banking cut-off date i.e. 3rd September 2020, may obtain
with NSDL. 12****** then your user ID is
address. Solutions and; the login ID and password by sending a request at
IN300***12****** [email protected] or Issuer/RTA.
iii) 11 digit IFSC Code.
b. For Members 16 Digit Beneficiary ID d) Members can also use the one-time
password (OTP) based login for casting b. Cancelled cheque in original bearing v. The remote e-voting period shall commence on
who hold For example if your Sunday, 6th September 2020 at 9.00 a.m. and
shares in Beneficiary ID is the votes on the e-Voting system of NSDL. the name of the Member or first
would end on Wednesday, 9th September 2020 at
demat account holder, in case shares are held jointly;
12************** then your vii. After entering your password, tick on Agree 5.00 p.m. During this period, shareholders of the
with CDSL. c. Self-attested copy of the PAN Card
user ID is 12************** to “Terms and Conditions” by selecting on the Company, holding shares either in physical form or
check box. and; in dematerialized form as on 3rd September 2020
c. For Members EVEN Number followed by
holding shares Folio Number registered d. Self-attested copy of any document (cut-off date) may cast their vote electronically.
viii. Now, you will have to click on “Login” button. The remote e-voting module shall be disabled
in Physical with the company (viz. Aadhar Card, Driving License,
Form. ix. After you click on the “Login” button, Home Election Identity Card, Passport) for by NSDL for voting thereafter. Once the vote
For example if folio number on a resolution is cast by the shareholder, the
page of e-Voting will open. address verification of the Member
is 001*** and EVEN is shareholder shall not be allowed to change/modify
101456 then user ID is Step 2: Cast your vote electronically on NSDL as registered with the Company/
R & T Agents.
it subsequently or cast the vote again.
101456001*** e-Voting system
vi. The voting rights of shareholders shall be in
v. Your password details are given below: i. After successful login at Step 1, you will be Demat Holding Please contact your Depository proportion to the share in the paid up equity share
able to see the Home page of e-Voting. Participant (DP) and register your email capital of the Company as on 3rd September 2020,
a) If you are already registered for e-Voting, address and bank account details in
Click on e-Voting. Then, click on Active the cut off date. Any person who is not a Member
then you can use your existing password your demat account, as per the process
Voting Cycles. as on the cut-off date should treat this Notice for
6 to login and cast your vote. advised by your DP. 7
information purposes only.
EXPLANATORY STATEMENT
INSTRUCTIONS FOR MEMBERS FOR ATTENDING VII. Shri M M Sheth, Practising Company Secretary Pursuant to Section 102 of the Companies Act, 2013
THE AGM THROUGH VC/ OAVM ARE AS UNDER: (Membership No. FCS 1455 CP No. 729) or (the ‘Act’)
1. Members will be able to attend the AGM failing him, Smt. Ami M Sheth (Membership No. Item No. 4 ii. Other Perquisites/ Allowances:
through VC/ OAVM or view the live ACS 24127 CP No. 13976) have been appointed This statement is provided, though strictly not Following Perquisites/ Allowances shall not
webcast of AGM provided by NSDL at as the ‘Scrutinizer’ to scrutinize remote e-voting required as per section 102 of the Act. exceed an amount of 1,20,00,000 (Rupees
https://www.evoting.nsdl.com by using process and also e-voting at the AGM in a fair Shri N K Parekh (Vice-Chairman) (DIN: 00111518), One Crore Twenty Lakhs only) per annum, on a
their remote e-voting login credentials and and transparent manner. is due to retire by rotation and being eligible offers cost to company basis:
selecting the EVEN for Company’s AGM. himself for re-appointment as a Non-Executive
VIII. The Scrutinizer shall immediately after the a. Residential Accommodation:
2. Members who do not have the User ID and Director of the Company.
conclusion of voting at the AGM, first scrutinise The Company shall provide rent free
Password for e-voting or have forgotten the In terms of the Regulation 17(1A) of the SEBI furnished accommodation to Shri Bharat
the votes cast at the AGM, thereafter unlock the (Listing Obligations and Disclosure Requirements)
User ID and Password may retrieve the same Puri or shall give House Rent Allowance of
votes cast through remote e-voting and shall Regulations, 2015, (Listing Regulations) in past,
by following the remote e-voting instructions an amount not exceeding 20% of Salary.
make not later than 48 hours of conclusion of members have approved, by passing Special
mentioned in the Notice. Further Members can Resolution by means of Postal Ballot as well as in the b. Reimbursement of gas, electricity, water.
the Meeting, a consolidated Scrutiniser’s Report
also use the OTP based login for logging into of the total votes cast in favour or against, if any, 50th AGM held on 6th August 2019, continuation of c. Furnishings/ Furnitures/ Equipments and
the e-voting system of NSDL. tenure of directorship of Shri N K Parekh as Home Appliances.
to the Chairman or a person authorised by him
Non-Executive Director. d. Reimbursement of travel and stay
3. Facility of joining the AGM through VC/ in writing who shall countersign the same.
Shri N K Parekh has been serving as a Director of expenses for proceeding on leave once a
OAVM shall open 30 minutes before the time IX. The Results alongwith the Scrutinizer’s Report the Company since 1969 and is a promoter of the year in respect of self and family including
scheduled for the AGM and will be available for shall be placed on the Company’s website Company. It would be in interest of the Company all expenses in connection with the travel
Members on first come first served basis. www.pidilite.com and on the website of NSDL to continue to avail his services as a Non-Executive and stay for self and family.
4. Members are advised to join the Meeting using within 48 hours of conclusion of the 51st AGM of Director of the Company. e. Reimbursement of membership fees/
stable Wi-Fi or LAN Connection to mitigate the Company and communicated to BSE Limited A brief profile of Shri N K Parekh as stipulated under subscription for 2 clubs in India.
Regulation 36(3) of Listing Regulations is given in this f. Medical and Personal Accident Insurance.
any kind of aforesaid glitches and disturbance and National Stock Exchange of India Limited.
Notice.
during the meeting. g. Company’s car/s with driver.
Shri N K Parekh and his relative Shri A N Parekh are
5. Members who need assistance before or interested in this resolution. h. Reimbursement of actual medical
during the AGM, can contact NSDL on expenses incurred in India and/or abroad
Save and except above, none of the other Directors,
including hospitalisation for self and family.
[email protected]/ 1800-222-990 or contact Key Managerial Personnel of the Company and their
Mr. Amit Vishal, Senior Manager – NSDL at relatives are concerned or interested, financially or i. Other Allowances as may be approved by
otherwise, in this resolution. the Board from time to time.
[email protected]/ 022-24994360 or Mr. Sagar
Ghosalkar, Assistant Manager- NSDL at The Board of Directors recommends the Special The Board will decide the increment upto
Resolution for approval by the Members. a ceiling of 15% of the amounts specified in
[email protected]/ 022-24994553.
Item No. 5 Item No. A, B, C and D above. Subsequent
6. Members who would like to express their increment will become due on 1st April every
In accordance with the recommendation of the year and the Board will decide the increment
views or ask questions during the AGM may
Nomination and Remuneration Committee, the upto 15% of the amounts specified in Item
register themselves as a speaker by sending Board of Directors of the Company at their meeting No. A, B, C and D above and drawn in the
their request from their registered email held on 5th March 2020 have, subject to approval immediate previous year.
address mentioning their name, DP ID and of the Members, re-appointed Shri Bharat Puri
(DIN: 02173566) as the Managing Director of the iii. Following perquisites/benefits over and above
Client ID/folio number, PAN, mobile number
Company for a further period of 5 years with effect the ceiling prescribed in (D)(ii) above:
at [email protected] from
from 10th April 2020 on the following terms and a. Telephone and other communication
5th September 2020 (9:00 a.m. IST) to
conditions: facilities at residence.
7th September 2020 (5:00 p.m. IST). Those
A. Salary: b. Encashment of unavailed earned leave as
Members who have registered themselves
Salary of 5,37,00,000/- (Rupees Five Crore per rules of the Company.
as a speaker will only be allowed to express
Thirty Seven Lakhs only) per annum with first iv. In addition to the above remuneration, the
their views/ask questions during the AGM. increment due on 1st April 2021. Company, subject to necessary approvals, shall
The Company reserves the right to restrict the offer the Managing Director stock options.
B. Special Allowance:
number of speakers and number of questions
An amount of 1,55,00,000/- (Rupees One Crore E. Commission:
depending on the availability of time for
Fifty Five Lakhs only) per annum. Shri Bharat Puri shall be entitled to commission
the AGM.
C. Variable Pay: of an amount of 0.25% of the net profits of the
An amount not exceeding 60% of basic salary. Company, to be determined by the Board from time
to time based on the net profits of the Company
D. Perquisites/ Benefits/ Allowances: subject to overall ceiling laid down in Sections 197
i. Contribution to Provident Fund, payment of and 198 of the Companies Act, 2013.
Superannuation/ Gratuity: Shri Puri, aged 59 years, is a graduate in Commerce
a. Contribution to Provident Fund as per and has completed his Post Graduate Diploma
rules of the Company. in Business Administration from the Indian
b. Superannuation benefits as per rules of Institute of Management-Ahmedabad. He has vast
the Company. experience of over 37 years in the field of Sales,
c. Gratuity payment as per rules of the Marketing and General Management in leading
8 FMCG Companies viz. Asian Paints, Cadbury, 9
Company.
Kraft Foods and Mondelez International, both in ii. a. Contribution to Provident Fund as per rules Save and except above, none of the other Directors, ceiling of 15% of the salary. Subsequent increment
India and abroad. Last remuneration drawn by of the Company. Key Managerial Personnel and their relatives are will become due on 1st April every year and the
Shri Puri is as approved by the Members earlier. b. Superannuation benefits as per rules of the concerned or interested (financially or otherwise), in Board will decide increment upto 15% of salary
In accordance with the provisions of Regulation any way, in this resolution. drawn in the immediate previous year.
Company.
36(3) of SEBI (Listing Obligations and Disclosure The Board recommends this resolution for approval by II. Allowances:
Requirements), Regulations, 2015, a brief profile of c. Gratuity payment as per rules of the
the Members. 5,96,750/- (Rupees Five Lakh Ninety Six
Shri Puri is given as an annexure to this Notice and Company.
forms part of this explanatory statement. Item No. 7 Thousand Seven Hundred Fifty Only) per month
iii. Other Perquisites/ Allowances:
The Board of Directors of the Company has appointed, and the increment will be subject to a ceiling of
Shri Puri is a fit and proper person for the post Following Perquisites/ Allowances shall not 15% per annum.
of Managing Director. The terms and conditions pursuant to the provisions of Section 161(1) of the
exceed an amount equivalent to the annual salary: III. Perquisites:
of his re-appointment are fair and reasonable. Act and the Articles of Association of the Company,
It would be in the interest of the Company a. Reimbursement of gas, electricity, water. Shri Debabrata Gupta (DIN: 01500784) as an i. Housing: House Rent Allowance of 3,00,000/-
to continue to avail services of Shri Puri as a b. Furnishings/ Furnitures/ Equipments and Additional Director of the Company with effect per month which may be revised from time to
Managing Director. Home Appliances. from 1st March 2020. time as per rules of the Company as applicable to
The above may be treated as written memorandum In terms of the provisions of Section 161(1) of the Act, senior employees.
c. Reimbursement of travel and stay expenses
setting out the terms of re-appointment of for proceeding on leave once a year in Shri Debabrata Gupta would hold office up to the date ii. Car Allowance (including driver allowance and
Shri Puri u/s 190 of the Act. The Members approval respect of self and family including all of the ensuing Annual General Meeting. fuel allowance) of 1,02,500/- per month which
is required for the above under Schedule V and expenses in connection with the travel and Shri Debabrata Gupta, aged 57 years, has a multi- may be revised from time to time as per rules of
other applicable provisions of the Companies stay for self and family. industry experience of over 30 years with noted the Company.
Act, 2013. corporates like Hindustan Unilever Limited, Coca Cola iii. Employee Stock Option Plan (ESOP) as may be
d. Reimbursement of membership fees/
Except Shri Puri, none of the other Directors subscription for 2 clubs in India. India, Reckitt Benckiser (India) Private Limited, USV granted from time to time.
or Key Managerial Personnel of the Company Private Limited and UPL Limited. Shri Gupta, an alumni
e. Medical and Personal Accident Insurance. IV. Other Benefits:
and their relatives are interested or concerned, of IIT Kharagpur, has had a long and successful career
financially or otherwise, in this resolution. f. Other Allowances as may be approved by the which brings a very rich suite of experience that will Other Benefits shall include use of telephone
Board from time to time. certainly enrich Company’s Manufacturing Operations for the Company’s business at residence (the
The Board of Directors recommends this expenses whereof, excepting personal long
Resolution for approval by the Members. Function. In accordance with the provisions of
iv. Following perquisites/ benefits over and above Regulation 36(3) of SEBI (Listing Obligations and distance calls, would be borne and paid by
Item No. 6 the ceiling prescribed in (D)(iii) above: Disclosure Requirements), Regulations, 2015, a brief the Company), contribution to Provident and
Shri A N Parekh (DIN: 00111366) was appointed as the a. Company’s car/s with driver/s and/or other profile of Shri Gupta is given as an annexure to this Superannuation Funds and all other benefits
Whole Time Director from 1st July 2015 to 30th June suitable conveyance facilities. Notice and forms part of this explanatory statement. as are applicable to senior employees of the
2020. The Board of Directors of the Company, at their Company (including but not limited to gratuity,
b. Telephone and other communication facilities The Company has received a notice in writing from a medical benefits, leave entitlement, encashment
meeting held on 17th June 2020 have, subject to the at residence. member under Section 160 of the Act proposing the
approval of Members, re-appointed Shri A N Parekh of leave) in accordance with the schemes of the
c. Reimbursement of actual medical expenses candidature of Shri Gupta for the office of Director of Company.
as Whole Time Director for a further period of 5 (five) the Company.
years with effect from 1st July 2020 on the following incurred in India and/or abroad including V. Other Perquisites:
terms and conditions, based on the recommendation hospitalisation for self and family. (Family Shri Gupta is not disqualified from being appointed as
shall mean spouse, children and parents). a Director in terms of Section 164 of the Act and has Other Perquisites (including allowances not
of Nomination and Remuneration Committee: covered above) in such form and to such extent as
given his consent to act as a Director.
A. Salary: d. Encashment of unavailed earned leave as per may be decided by the Managing Director subject
rules of the Company. The Nomination and Remuneration Committee has to a ceiling of 7,00,000/- (Rupees Seven Lakh
Salary of 4,44,148 (Rupees Four Lakhs Forty recommended the appointment of Shri Gupta as a
Four Thousand One Hundred and Forty Eight Perquisites shall be evaluated as per Income Tax Rules Only) per annum.
Director.
Only) per month with first increment due on where applicable. The increment will be determined by the Board
1st October 2020 (for the period from 1st October, Keeping in view his vast expertise and knowledge, it of Directors on the recommendation of the
Shri A N Parekh, aged 48 years, is a Chemical will be in the interest of the Company that, Shri Gupta
2020 to 31st March 2021). The Board will decide Engineer with qualification of B.S. Chem Engg (U.S.A) Nomination and Remuneration Committee.
the increment upto a ceiling of 15% of the salary. be appointed as a Director of the Company.
having experience of 26 years. Last remuneration In accordance with the resolution, within the
Subsequent increment will become due on 1st April Except, Shri Debabrata Gupta, none of the other aforesaid limits, the amount of salary and
drawn by Shri A N Parekh is as approved by the
every year and the Board will decide increment Directors, Key Managerial Personnel of the Company perquisites payable to Shri Gupta (including the
Members earlier. In accordance with the provisions
upto 15% of salary drawn in the immediate and their relatives are concerned or interested, types and amount of each type of perquisite) will
of Regulation 36(3) of SEBI (Listing Obligations and
previous year. financially or otherwise in this resolution. be decided by the Managing Director from time to
Disclosure Requirements), Regulations, 2015, a brief
B. Commission: profile of Shri A N Parekh is given as an annexure The Board recommends this Resolution for approval time as he may deem fit in his absolute discretion.
Shri A N Parekh shall be entitled to commission, to this Notice and forms part of this explanatory by the Members. The valuation of perquisites will be as per the
the amount of it shall be determined by the Board statement. Item No. 8 Income-tax Rules, 1962, in cases where the same
from time to time based on the net profits of the Shri A N Parekh is a fit and proper person for the post is otherwise not possible to be evaluated.
Company subject to overall ceiling laid down in The Board of Directors of the Company at their
of Whole Time Director. The terms and conditions of meeting held on 29th January 2020 have, subject to Shri Gupta, aged 57 years, has a multi-industry
Sections 197 and 198 of the Companies Act, 2013. his re-appointment are fair and reasonable. It would experience of over 30 years with noted corporates
the approval of Members, appointed Shri Debabrata
C. Special Allowance: be in the interest of the Company to continue to avail Gupta (DIN: 01500784) as a Whole Time director like Hindustan Unilever Limited, Coca Cola India,
The amount shall be determined by the Board services of Shri A N Parekh as Whole Time Director. of the Company, designated as Director-Operations Reckitt Benckiser (India) Private Limited, USV Private
from time to time but shall not exceed the amount The above may be treated as written memorandum for a period of 3 (three) years from 1st March 2020, Limited and UPL Limited. Shri Gupta, an alumni of
equivalent to annual salary. setting out the terms of re-appointment of on the following terms and conditions based on the IIT Kharagpur, has had a long and successful career
recommendation of Nomination and Remuneration which brings a very rich suite of experience that will
D. Perquisites/Benefits/ Allowances: Shri A N Parekh u/s 190 of the Act. The Members’
Committee. certainly enrich Company’s Manufacturing Operations
approval is required for the above under Schedule V
i. Residential Accommodation: Function. In accordance with the provisions of
and other applicable provisions of the Companies I. Salary:
The Company shall provide rent free furnished Regulation 36(3) of SEBI (Listing Obligations and
Act, 2013. Salary of 6,00,000/- (Rupees Six Lakhs Only) Disclosure Requirements), Regulations, 2015, a brief
accommodation to Shri A N Parekh or shall give
House Rent Allowance equivalent to 30% of the Shri A N Parekh and his relative Shri N K Parekh are per month with first increment due on 1st April profile of Shri Gupta is given as an annexure to this
10 salary or shall provide combination of both. interested in this resolution. 2021. The Board will decide the increment upto a Notice and forms part of this explanatory statement. 11
Shri Gupta is a fit and proper person for the post of
Whole Time Director. The remuneration payable to
for participating in the Board and other meetings and
profit related commission within the limits stipulated
ADDITIONAL INFORMATION ON DIRECTORS SEEKING ELECTION AT THE
him is fair and reasonable. The proposed remuneration under Section 197 of the Act. Copy of draft letter of ANNUAL GENERAL MEETING
payable is within the limits specified in Schedule V appointment of Shri Aga setting out the terms and [under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]:
of the Companies Act, 2013. The Members’ approval conditions of appointment is available for inspection by
is required for the same under Schedule V and other the Members through electronic mode, on the basis of
applicable provisions of the Companies Act, 2013. request being sent on [email protected]. Resolution/ 3 4 5 6 7&8 9
The above may be treated as written memorandum Shri Aga is interested in this resolution with regard to Item No
setting out the terms of appointment of Shri Gupta his re-appointment. Save and except the above, none Name of Shri A B Parekh Shri N K Parekh Shri Bharat Puri Shri A N Parekh Shri Debabrata Shri Sanjeev Aga
u/s 190 of the Act. of the other Directors, Key Managerial Personnel of the Director Gupta
Except Shri Debabrata Gupta, none of the other Company and their relatives are, in any way, concerned
Directors or Key Managerial Personnel of the Company or interested, financially or otherwise, in this resolution.
Age 62 years 82 years 59 years 48 years 57 years 68 years
and their relatives are interested or concerned, This statement may also be regarded as an appropriate
financially or otherwise, in this resolution. disclosure under the Act and the Listing Regulations. Date of first 26/06/1985 28/07/1969 28/05/2008 01/07/2005 01/03/2020 29/07/2011
appointment
The Board recommends this resolution for approval by The Board recommends the Special Resolution, as set on the Board
the Members. out in Item No. 9 of the Notice, for approval by the
Members. Qualification B.Chem (Engg.), B.Sc., MBA from the B. S. Chem. Alumni of IIT Graduate in
Item No. 9 M.B.A (USA) B.Sc (Tech), Indian Institute Engg. (U.S.A) Kharagpur Physics from
Shri Sanjeev Aga (DIN: 00022065) was appointed as Item No. 10 M.S. Chem. of Management, St. Stephen’s
an Independent Director of the Company and he holds The Board, on the recommendation of Audit Committee Engg. (USA) Ahmedabad College and Post
office as an Independent Director of the Company up has approved the appointment and remuneration of an Graduate from the
to the conclusion of 51st AGM. amount not exceeding 1,73,500/- (Rupees One Lakh Indian Institute of
Seventy Three Thousand Five Hundred Only), Management,
Shri Aga has been associated with the Company Kolkata
since 2011. Considering the expertise and rich plus applicable taxes, for the financial year ending
experience of Shri Aga and his valuable contributions 31st March 2021 payable to the Cost Auditor Experience For details, For details, please refer to the Explanatory statement to the AGM Notice.
to the Company, the Nomination and Remuneration M/s. V J Talati & Co., Cost Accountants to conduct (including please refer to
Committee and the Board, at their meetings held on the audit of the cost records of the Company for expertise the Corporate
17th June 2020, have recommended the re-appointment the aforesaid financial year. In accordance with the in specific Governance
provisions of Section 148 of the Act and the Companies functional Report
of Shri Sanjeev Aga as an Independent Director for
(Audit and Auditors) Rules, 2014, the remuneration area)/ Brief
a second consecutive term from the conclusion of the
payable to the Cost Auditor, as recommended by the Resume
51st AGM upto 31st March 2025.
Audit Committee and approved by the Board, has to Terms and Whole-time Non- Executive Managing Whole-time Whole-time Independent
The Board, based on the performance evaluation be ratified by the Members of the Company. Conditions of Director liable to Director liable to Director not Director liable to Director Director
and as per the recommendation of the Nomination
Accordingly, consent of the Members is sought appointment/ retire by rotation retire by rotation liable to retire retire by rotation designated for second
and Remuneration Committee, considers that, given re-appointment by rotation as Director- consecutive term
his background, experience and contributions made for passing an Ordinary Resolution, as set out in
the Item No. 10 of the Notice, for ratification of the Operations of 5 years up to
by him during his tenure, the continued association liable to retire 31st March 2025
of Shri Aga would be beneficial to the Company and remuneration payable to the Cost Auditor for the
financial year ending 31st March 2021. by rotation
it is desirable to continue to avail his services as an
Independent Director. Accordingly, it is proposed to None of the Directors, Key Managerial Personnel of the Remuneration For details, please refer to the Corporate Governance Report.
re-appoint Shri Aga as an Independent Director of the Company and their relatives are in any way concerned last drawn
Company, not liable to retire by rotation, for a second or interested, financially or otherwise in the resolution. (FY 2019-20)
consecutive term commencing from the conclusion
The Board recommends the resolution for approval
of 51st AGM up to 31st March 2025 on the Board of the
by the Members. Remuneration As approved by As per As per the As per the As per the As per
Company.
proposed to the Members at Remuneration resolution at resolution at resolution at Remuneration
Shri Aga is not disqualified from being appointed be paid the Annual General Policy Item No. 5 of Item No. 6 of Item No. 8 of Policy
as a Director in terms of Section 164 of the Act BY ORDER OF THE BOARD OF DIRECTORS Meeting held on the Notice the Notice the Notice
and has given his consent to act as a Director. The 30th August 2018 convening this convening this convening this
Company has also received declaration from Shri Aga Meeting read Meeting read Meeting read
stating that he meets the criteria of independence as Place : Mumbai PUNEET BANSAL with explanatory with explanatory with explanatory
prescribed both under Section 149(6) of the Act and Date : 17th June 2020 COMPANY SECRETARY statement statement statement
under Regulation 16(1)(b) of the Listing Regulations. Registered Office: thereto thereto thereto
In the opinion of the Board, Shri Aga fulfils the Regent Chambers, 7th floor, Other 1. Vinyl Chemicals 1. Vinyl 1. Tata Consumer 1. Nina Percept None 1. UFO Moviez
conditions for appointment as an Independent Director Jamnalal Bajaj Marg, Companies (India) Ltd. Chemicals Products Ltd. Pvt. Ltd. India Ltd.
as specified in the Act and the Listing Regulations and 208, Nariman Point, in which he (India) Ltd. (formerly (Deemed
2. Fevicol 2. Mahindra
he is independent of the management. Mumbai 400 021. is a Director known as Public
Company Ltd. 2. Fevicol Holidays &
Tel : 91 22 2835 7000 excluding Tata Global Company) Resorts India
Details of Shri Aga are provided in the “Annexure” to 3. Parekh Company Ltd.
Fax : 91 22 2821 6007 Section 8 Beverages Ltd.) Ltd.
the Notice. He shall be paid remuneration by way of E-mail : [email protected] Marketing Ltd. 3. Parekh
companies
fee for attending meetings of the Board or Committees Website : www.pidilite.com 4. Building Marketing Ltd. 2. ICA Pidilite 3. Larsen & Toubro
and Private Pvt. Ltd.
thereof or for any other purpose whatsoever as may Envelope 4. Kalva Infotech Ltd.
CIN : L24100MH1969PLC014336 Companies (Deemed Public
be decided by the Board, reimbursement of expenses Systems India Marketing and 4. Larsen & Toubro
Company)
Ltd. Services Ltd. Ltd.
12 13
Resolution/ 3 4 5 6 7&8 9
Item No
Name of Shri A B Parekh Shri N K Parekh Shri Bharat Puri Shri A N Parekh Shri Debabrata Shri Sanjeev Aga
Director Gupta
Chairperson/ For details, please refer to the Corporate Governance Report.
Membership of
the Statutory
Committee(s)
of Board of
Directors of the
Company
Chairperson/ None 1. Vinyl 1. Tata Consumer 1. Nina Percept None 1. UFO Moviez
Membership Chemicals Products Ltd. Pvt. Ltd. India Ltd.
of the (India) Ltd. (formerly Member of Chairman of
Committee(s) Chairman of known as Committees: Committee:
of Other Committee: Tata Global
Boards Beverages Ltd.) • Audit • Audit Committee
excluding • Corporate Committee Member of
Social Chairman of
Section 8 Committee: • Nomination & Committee:
companies Responsibility Remuneration
Committee • Risk • Nomination and
and Private Committee Remuneration
Companies Member of Management
Committee Committee
Committees:
Member of 2. Mahindra
• Nomination Holidays &
and Committees:
Resorts India Ltd.
Remuneration • Audit
Committee Committee Member of
Committees:
• Stakeholders • Nomination &
Relationship Remuneration • Audit Committee
Committee Committee • Risk
2. Parekh 2. ICA Pidilite Pvt. Management
Marketing Ltd. Ltd. Committee
14