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“Berger Paints India Limited 96th Annual General Meeting”

September 25, 2020

MANAGEMENT: MR. KULDIP SINGH DHINGRA – CHAIRMAN, BERGER

PAINTS INDIA LIMITED MR. ABHIJIT ROY – MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER, CHAIRMAN - SHARE TRANSFER COMMITTEE MR. SRIJIT DASGUPTA – CHIEF FINANCIAL OFFICER MR. ARUNITO GANGULY – COMPANY SECRETARY

Berger Paints India Limited September 25, 2020

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BOARD OF DIRECTORS: MR. GURBACHAN SINGH DHINGRA – VICE CHAIRMAN OF THE BOARD AND CHAIRMAN - STAKEHOLDERS RELATIONSHIP & INVESTOR GRIEVANCE COMMITTEE, BUSINESS PROCESS AND RISK MANAGEMENT COMMITTEE MS. RISHMA KAUR – EXECUTIVE DIRECTOR MR. KANWARDEEP SINGH DHINGRA – EXECUTIVE DIRECTOR MRS. SONU HALAN BHASIN – INDEPENDENT DIRECTOR AND CHAIRPERSON - AUDIT COMMITTEE MR. PULAK CHANDAN PRASAD – INDEPENDENT DIRECTOR MR. NARESH GUJARAL – INDEPENDENT DIRECTOR MR. ANOOP HOON – INDEPENDENT DIRECTOR AND CHAIRMAN - COMPENSATION & NOMINATION AND REMUNERATION COMMITTEE DR. ANOOP KUMAR MITTAL – INDEPENDENT DIRECTOR

OTHER MEMBERS: MR. ANJAN KUMAR ROY – SECRETARIAL AUDITOR MR. A. K. LABH – M/S A. K. LABH & CO., COMPANY SECRETARIES


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Moderator: Ladies and gentlemen, welcome to the 96th Annual General Meeting of Berger Paints India

Limited. Over to you, Company Secretary.

Arunito Ganguly: Thank you. Good morning, everyone. I, Arunito Ganguly, Company Secretary of Berger Paints

India Limited, welcome you all to the 96th Annual General Meeting. I will take a few moments

to explain a few details about this meeting.

In view of the prevailing COVID-19 pandemic, the Ministry of Corporate Affairs via its general

circular numbers, 14/2020, 17/2020 and 20/2020, dated 8th April, 2020; 17 April, 2020; and

13th April 2020 and 5th May 2020, respectively, read with the Securities and Exchange Board

of India, Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79, dated 12th May, 2020, has

allowed companies to conduct their Annual General Meeting through video conferencing or

other audio visual means, thereby dispensing with the requirement of physical attendance of the

Members at their Annual General Meeting. And accordingly, this 96 Annual General Meeting

of Berger Paints India Limited is being held to video conferencing or other audio visual means,

in compliance with the said circulars and the relevant provisions of the Companies Act 2013 and

the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations 2015.

Members attending this meeting through video conferencing or other audio visual means shall

be counted for the purpose of reckoning decorum under Section 103 of the Companies Act.

Facility to join this meeting through video conferencing or other audio visual means is made

available on first come first serve basis for the shareholders. All members are kept mute by

default to avoid any background noise and to ensure smooth and seamless conduct of the

meeting. Once the Q&A session starts, the names of shareholders will be announced who have

registered themselves as speakers to enable them to speak at this meeting. The speaker

shareholder will thereafter be unmuted to speak. In order to give a fair chance to all speakers,

five minutes are allotted to each speaker. To start speaking, shareholders are requested to follow

the instructions given to them by the operator. However, if due to any reason, they are unable to

join the meeting through video, they can speak through audio mode. If there is a connectivity

problem at the speaker's end, the next shareholder waiting in the queue will be asked to join him.

Once the connectivity improves, and if time permits, he or she will be called again to speak after

the other shareholders completes his or her speech. The shareholders who have already sent their

questions well in advance through emails, will upon consideration of the relevancy of the

queries, also be responded during the meeting by the Managing Director and CEO.

For good audio video experience, shareholders are requested to ensure the following. Ensure no

other applications are running in the background. Ensure Wi-Fi is not connected to any other

devices. And in case there is any issue, they may contact the phone numbers and email ids

mentioned in the Notice of the Annual General Meeting, or click on the FAQ icon on the top of

the screen.

Now, I would request our Chairman to proceed with the meeting. Over to you, sir.


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Kuldip Singh Dhingra: Thank you. Good morning ladies and gentlemen. I am delighted to welcome you all to the 96th

Annual General Meeting of Berger Pains India Limited, and the first of its kind being held

through audio visual means due to the current pandemic situation. The requisite quorum being

present at this meeting, I declare the meeting to order.

Let me introduce my colleagues on the Board, who are joining us from various locations.

Mr. Gurbachan Singh Dhingra, Vice Chairman of the Board and the Chairman of the

Stakeholders Relationship & Investor Grievance Committee, and Business Process and Risk

Management Committee, joining us from Delhi.

Mr. Abhijit Roy, Managing Director and CEO, and the Chairman of the Share Transfer

Committee, joining from Kolkata.

Ms. Rishma Kaur, Executive Director, joining from Delhi.

Mr. Kanwardeep Singh Dhingra, Executive Director, joining from Delhi.

Mrs. Sonu Halan Bhasin, Independent Director and Chairperson of the Audit Committee, joining

from Delhi.

Mr. Pulak Chandan Prasad, Independent Director, joining from Singapore.

Mr. Naresh Gujaral, Independent Director, joining from Delhi.

Mr. Anoop Hoon, Independent Director and Chairman of Compensation & Nomination &

Remuneration Committee, joining from Kolkata.

Dr. Anoop Kumar Mittal, Independent Director, joining from Bengaluru.

Mr. Srijit Dasgupta, Chief Financial Officer, joining from Kolkata.

I would like to mention that they are representative of M/s S. R. Batliboi & Co. LLP, Chartered

Accountants, the auditors of your Company is present at this meeting. I would also like to

mention that Mr. Anjan Kumar Roy, Secretarial Auditor of your Company is also present.

Mr. A. K. Labh, representing M/s A. K. Labh & Co., Company Secretaries, being the scrutinizer

for this meeting is present with us.

The Annual General Meeting is duly constituted in accordance with the Companies Act 2013

other applicable laws and then the Articles of Association of the Company. All endeavors have

been made under the present circumstances to an enable you to participate and vote on the items

considered in this meeting. Since this meeting is held through videoconferencing, therefore, if

at any point due to certain unforeseen circumstances I get disconnected, then Mr. Abhijit Roy,

Managing Director and CEO will chair the meeting till the time I am back.


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The Register of Directors and key managerial personnel, and their shareholding maintained

under Section 170 of the Act and the Register of Contracts or Arrangements, in which Directors

are interested, maintained under Section 189 of the Act, and the certificate from Statutory

Auditors of the Company certifying that the ESOP scheme of the Company has been

implemented in accordance with the Securities and Exchange Board of India (Shared Based

Employee Benefits) Regulation 2014 is made available for online inspection upon login at NSDL

e-voting system.

I take the Notice convening this meeting as read. All documents as stated in the Notice and the

explanatory statement thereto, are available for inspection during the continuance of the meeting

in the website of the Company. And you may follow the process mentioned in the Notice for

viewing the same. Shareholders can inspect the same in electronic mode only. There is no

qualification, observation, command or other remarks made by the auditor in their report on the

financial statements, both standalone and consolidated, or by the Secretarial Auditor in his

Secretarial Audit Report for the financial year 31st March, 2020, which may have adverse effect

on the functioning of the Company. Hence, the Auditor's Report on the financial statements and

Secretarial Audit Report are not required to be read at the meetings.

Dear shareholders, I, along with my colleagues on the Board, welcome you to the 96th Annual

General Meeting of the of Berger Paints India Limited. I am delighted to chair the 96th Annual

General Meeting of this marquee company with remarkable legacy and lineage nearing 100

years.

This meeting is being held through video conferencing due to the COVID-19 pandemic, in line

with the circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange

Board of India, which allows our shareholders across all geographies to participate. I trust that

you have received your e-copy of the Annual Report.

During the financial year 2019-2020, the businesses of the Company have performed as per

expectations. The consolidated revenue from operations were growing at the rate of 10% over

that of the previous year, till the disturbances arising out of the COVID-19 pandemic started

impacting business in March 2020.

Despite that, at the financial year end, the consolidated revenue from operations was Rs. 6,366

crores, registering an increase of 5% over that of the previous year. The EBITDA was Rs. 1,061

crores on a consolidated basis, which grew by 13.41%. Consolidated net profit also grew by

32.84%. You would be pleased to note that your Company has paid an interim dividend of Rs.

1.90, that is 190%, in March 2020; and the Board recommends a final dividend of Rs. 0.30, that

is 30%, aggregating a total dividend of Rs. 2.20, that is 220%, per equity share of Rs. 1 each in

2019-20.

The market capitalization of the shares of the Company stood at Rs 48,363 crores as on 31st

March, 2020; as against Rs 31,440 crores as on 31st March, 2019, an increase of more than 50%


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in one year. The CAGR of EBIDTA was 16.8% over the last five years. The decorative business

contributed the most to this achievement. With a range of innovative and quality product

offerings, coupled with extensive research carried out by R&D, the popularity of the premium

range of products is rising by every passing day.

Your Company is pioneering home painting business, 'Berger Express Painting' provides hassle

free painting aimed at end-to-end solution at an attractive cost. This has now been further

improved considering the current situation which not only warrants a faster and cleaner painting

experience, but also a safer one, that is now reflected in its new slogan "Faster Cleaner and

Safer".

The Express Painting safety kit developed for painters ensures a safer painting experience. From

a platform of ‘FASTER CLEANER and BETTER’ it has transcended to ‘FASTER CLEANER

and SAFER’ with the use of consumer and Arogya Setu App, safety kit, protective equipment,

cleaner, sanitizer and disinfectant by the painters and regular temperature scanning and health

monitoring while they undertake their work.

The ‘Silk Breathe Easy’ is the latest addition to the array of offerings under the ever popular

‘Silk Brand’. It significantly reduces pollution and kills bacteria and viruses. It is positioned as

‘Ghar ka Sanitizer’, which is approved by the Indian Medical Association. The anti-pollution

property helps to protect immunity and is certified by Singapore Green Label for being

environment-friendly paint.

Introduction of WeatherCoat Champ was made during the year to cater to the requirement of a

durable, value for money product with enhanced tensile strength and weatherability of the paint

film.

To meet the needs of people residing in high rainfall and coastal markets, Luxol 7in1 was

introduced for protecting metal, grills, gates and shutters from corrosion. You will be proud to

note that your Company retained its position as the leader in protective coating business in the

country, registering strong growth in sales.

A slew of innovative offerings in the general industrial and automotive business ensured that we

have a sizeable presence across industries, and helped countering the challenges arising out of

the deceleration in automotive industry. Your Company’s powder coating business scaled a new

height with the innovation of anti-microbial powder coatings designed perfectly for protection

from microbial attack on coated surfaces, meant for use in hospital beds, public transport,

furniture for public use and home consumer durables.

The Homeshield water proofing range saw several innovative offerings being introduced and

well accepted in the markets. The introduction of the new moisture meter based scientific

waterproofing solution with warranty is a revolution in the industry. The buffet of ingenious


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offerings include the Wall Shield 2K, Dampstop, Waterproof Putty, Seal-O-Prime, Dampshield

Elasto, Roofguard and PU Roofkoat.

The acquisition of STP Limited, with its expertise in manufacturing and supplying construction

chemicals, flooring compounds, bitumen and coal tar based products, sealants and adhesives,

protective and anti-corrosive coatings is a significant move towards your Company’s unending

commitment for meeting consumer aspiration and growth in this area. We are already seeing the

benefits of this synergy as a result of this acquisition, and are confident that the two entities will

complement each other in various areas of manufacturing, selling, distribution, procurement,

technology, thus resulting in significant benefits to the Group.

The need to provide sanitizers and other protective solutions to the Company’s business

ecosystem comprising painters, dealers, home owners and other partners, during the early days

of lockdown, prompted the Company to foray into the hand sanitizers, multi-purpose sanitizers

and home hygiene space under the umbrella brand ‘BreatheEasy’. This integrates well with the

Company’s existing network, and I am happy to report that there is enthusiastic response from

the market.

Friends, the COVID-19 pandemic and the resultant economic crisis has truly tested the core

strength and values of your Company. And I would like to mention that Berger has responded

in the most suitable manner. With an eye to bring differentiated products, keeping customer

benefits and user friendliness in mind, the strong manufacturing, R&D and marketing teams are

constantly striving in order to bring better and newer consumer experience.

Under the able guidance of the Board of Directors, the Company’s quality products and

motivated work force stand as pillars of strength that infuses a lot of confidence to the

management and stakeholders.

The unforeseen pandemic has taught us once again that we cannot predict the ways of nature.

Hence, we must continuously reinvent, engage with the stakeholders and be prepared to face any

uncertainty. There must be initiatives which touch the consumers across all levels, in person and

over digital media, in cities, towns and remotest of villages.

The aspirations are common and therefore the reach should be uniform. We have been successful

in our efforts in the short-term. With innovation, quality, ethics and service as our key values,

we have overcome many challenges and will continue to do so in the long-term, with all of your

support. Thank you. Kuldip Singh Dhingra, Chairman, dated 25th September, 2020.

After tabling of the resolutions is over, registered speakers can express their views and ask

questions. Now I will pick up the formal items of business of this AGM at (Inaudible) 44:44.4.

The first item of business relates to adoption of audited financial statements, both standalone

and consolidated, of the Company for the financial year 31st March, 2020, along with the reports


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of the Board of Directors and the statutory auditors thereon. The objective of this item is to

comply with the requirements of the Companies Act 2013.

The second item of business relates to confirmation of interim dividend paid to the shareholders

at Rs. 1.90, that is 190% per equity share. And the proposal to pay a final dividend at the rate of

Rs. 0.30, that is 30% per equity share, for the financial year 31st March, 2020. The objective of

this resolution is to confirm the payment of interim dividend and declare final dividend for the

financial year 2019-2020.

The third item of business relates to my reappointment, and therefore, I request Mr. Abijit Roy

to chair this meeting and read out the item.

Abhijit Roy: Good morning, ladies and gentlemen. The third item of business relates to reappointment of Mr.

Kuldip Singh Dhingra as the Non-Executive Director of the Company, who retired by rotation

at this meeting, and being eligible offers himself for reappointment. The objective of this item

is to comply with the requirements of Articles of Association of the Company and the Companies

Act 2013. I would now request Mr. Kuldip Singh Dhingra to take the Chair.

Kuldip Singh Dhingra: Thank you. The fourth item of business relates to reappointment of Mr. Gurbachan Singh

Dhingra, as Non-Executive Director of the Company, who retired by rotation at this meeting,

and being eligible offers himself for reappointment. The objective of this item is to comply with

the requirements of Articles of Association of the Company and the Companies Act 2013.

The fifth item of business relates to reappointment of M/s S. R. Batliboi & Co. LLP, Chartered

Accountants, as statutory auditors of the Company for a second term of five years, from the

conclusion of the 96th Annual General Meeting till the conclusion of the 101st Annual General

Meeting, pursuant to the applicable provisions of Companies Act 2013, read with the Companies

Act (Audit and Auditors) Rules 2014. The objective of this item is to reappoint the statutory

auditors for a second term from the conclusion of the 96 Annual General Meeting, till the

conclusion of the 101st Annual General Meeting.

The sixth item of business relates to appointment of Dr. Anoop Kumar Mittal as an Independent

Director of the Company for a term of five consecutive years, from 19 March, 2020, up to 18

March, 2025, pursuant to the applicable provisions of the Companies Act 2013, and the rules

same thereunder. The objective of this item is to comply with the requirements prescribed under

the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations 2015 towards appointment of Independent Director

of the Company.

The seventh item of business relates to ratification of the remuneration payable to the cost

auditors of the Company, pursuant to the applicable provisions of the Companies Act 2013, read

with the Companies (Audit and Auditors) Rules 2014. The objective of this item is to ratify the


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remuneration payable to the cost auditors in accordance with the applicable provisions of the

Companies Act 2013, and the rules made thereunder.

I now invite the speakers to put forth their queries and suggestions. I would request the speakers

to be precise. We shall be happy to answer your questions or provide clarification after all the

questions are raised.

Arunito Ganguly: Thank you, sir. Ladies and gentlemen, we will now begin the question and answer session. We

have the first speaker shareholder, Mr. Kamal Kumar Majumdar. Kindly unmute your audio and

video to ask the questions. Presently there is no response, so we will go on to the next question

while we check Mr. Majumdar's line separately.

The next question is from the line of Mr. B.S. Shrimal. Mr. Shrimal, kindly asked you a question,

sir. We will just get back to Mr. Shrimal as well, while we proceed to the next speaker

shareholder, Anindya Kundu.

Anindya Kundu: Good morning, Chairman sir and MD sir. Though I am a speaker, but I don't have too much

points for clarification and all, just praising. Because we have already seen the reports, the

Company is doing well. We have received our dividends, interim and final. The acquisition of

our share capital also we can see. So, congratulations to the Board for the robust performance

that we have got for the last few years. And we hope that it will continue. As this is the 96th

year, being the first one, I would like to say that we will be expecting a bonus of 1:1 or more

than that in the 100th year with this performance going on.

Next is that the profit of the June quarter has decreased a little bit as per the reports, as we have

seen in the various websites. It's definitely that due to the pandemic and it was not operational

at that time, so I think that it has improved in this quarter, I think that it will be improving and it

will reflect in the next quarter results. So I would like to ask that all the units of our company is

working or some is still closed or there are some production issues or something is still there or

not? So that's all.

The second is that, profit for this year has also increased and the dividend of 120%, it's praising.

And sir, one, the Annual Report that we have got this year is very informative. All the product

portfolio as been said has been given over in the balance sheet, which gives us a greater idea

what a company manufactures and what it caters to the consumers, as well as for the industrial

products. It's definitely helpful, because this Annual Report is the image which goes, that is the

only thing which tells what accompany does to the entire world.

But one thing, sir, at page numbers 116, there are four or five pending cases, disputes that are

still there. That that doesn't look good in this whole Annual Report, that doesn't goes with the

image of this company, actually. So I would like to request the Company to consider to look

after this matter and try to resolve it, because the amounts are not too high also, the amount is

very less, as I have seen and I can remember.


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So that's all. And sir, I hope, as I have already told, we will be expecting a bonus before 100th

year or on 100th year. With that, I would like to end my points. Thank you, sir.

Kuldip Singh Dhingra: Thank you.

Arunito Ganguly: Thank you. We proceed to the next speaker shareholder. Mr. Kaushik Narendra Sahukar, kindly

unmute your audio video to ask the questions. It seems that his line got disconnected. We will

be moving on to the next speaker shareholder, Mr. Ashik Kumar Pathak.

Ashik Kumar Pathak: Thank you. Good morning. Very Good morning. My best research with good health, prosperity

and happiness to all, respected Chairman, MD, CFO, CEO and other dignitaries, fellow members

present at video conference. My name is Ashik Kumar Pathak, member of Berger Paints Limited,

from Kolkata. Most welcome to our beloved Company Secretary Mr. Arunito Ganguly, an

eminent personality, excellent relations with stakeholders, I expect enhanced sincere

contribution to our Company with his good health. Also, my sincere gratitude for sending me

that Notice of the AGM and especially hard copy of the balance sheet very well in advance and

allow me to speak at our virtual AGM. My best wishes to our ex-Company Secretary, Mr.

Aniruddha Sen, and with his good health and enhanced contribution to our Company. Excellent

representation by our respective Chairman, also Managing Directors, very nice and all is clear

to me.

So, I have got only five minutes, I will be quick in finishing my point. By falling of crude oil

international prices, have our Company took the advantage in respect to raw materials? Any

impact in supply chains in production activities due to lockdown at present situation and capacity

utilization of our plants? Has our Company totally digitalized our supply chains where in rural

sectors Tier 2 and Tier 3 cities are most in demand? All of our domestic plants set up with AI,

machine learning, analytics tools and robotic operations for cost controls, production efficiency,

minimum post, minimum transporting cost and setting up centralized warehouse for the

minimum logistic costs for distribution?

Does our Company take more initiative to enhance items for returning up migrants labour and

providing them economical supports with our training programs? Any future plans for

developments, distributions or marketing models to enhance more marketing share? And have

we joined and with NSTC Limited for enhancement of e-commerce platform? They are also

development ecommerce e-detail software in very efficient ways.

Give some highlights for cost curtail strategies at present pandemic situation and business

models. To enhance international business and domestic business, what more strategies and

development and initiatives have been taken by our management team, if possible, throw some

highlights. In any new strategy current financial year to take over and business partner any

domestic subsidiary, other than a domestic subsidiary and foreign subsidiaries. And any plan to

take over any Greenfield and Brownfield for expansions of plans and capacity utilization for

future meet up demand and supply?


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Government Aatmanirbhar Bharat initiative, how we take over the advantage, most in GST and

taxation, if possible, throw some highlights? Government has Rs. 111 lakh crores national

infrastructure projects throughout the financial year 2025, how our company is positioned to

take the advantage with our product portfolios? Coming three years our business strategy and

CAPEX program from research and development, throw some highlights.

If possible, throw some highlight about distribution model, home shield constructions, chemical

and water waterproofing products. Mostly what type of safety measures we have taken to all our

plants? What is most important in present scenario, where a massive incident happened at all

natural gas plant and tragedy happened also hijack plans.

Thanks to our Company for achieving various awards and allocates mentioned in Annual Report.

Financial year 2020 consolidated revenue is also higher than previously year, profit after tax Rs.

656 crores, EPS is growing at 6.76% then 5.01%, and rewarding the minority shareholder with

200% dividend, then 119% previous year and increase of market capitalization. So what does

roadmap our company management has taken to come up with the pandemic and enhance

financial performance, better than financial year 2020?

Your foreign exchange earnings is drastically down than previous year, CSR activity is excellent

and donation of Rs. 1 crores to PM Care Funds. Sir, page 116, long list for pending litigation,

how it may be shortlisted? And page 156, total financial liability also higher than previous year,

and present status of working capital and demand role in repayment with it mentioned with 30

April, 2020, amount to Rs. 210.10 crores, carrying interest 7.95% to 10.30%. And present status

of cash credit of Rs. 12.36 crores. And were cost control concerns, your advertisement cost is

very higher than previous year and present status of the page 172 mentions an outstanding bank

guarantee which is mentioned Rs. 95.43 crores, and financial guarantees of Rs. 268.67 crores.

And standalone basis, net debt is Rs. 166.80 crores and our debt reduction policy and also

resultant surplus is very higher then share capital, any future plans? And previous speaker also

mentioned about bonus issue.

And lastly, I expect enhanced financial performance with challenging this pandemic with the

blessing of God and by the leadership our respected Chairman and Managing Directors. God

bless to everybody with sound health and mind. Thank you to you, sir.


Arunito Ganguly: Thank you. We proceed to the next speaker shareholder. Back to Mr. Shrimal. Sir, are you able

to see and hear us now? We will get back to Mr. Shrimal again. Moving on to the next question.

Mr. Kaushik Narendra Sahukar, sir, you are on line?

Kaushik N. Sahukar: Good morning, sir. At the ouetset, let me introduce myself as Kaushik Sahukar from Mumbai.

Professionally, I am a chartered accountant. Medically I suffer from dystonia. In simple terms,

55% of my body is paralyzed and impacted by right hand, right leg and speech. I have not,


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however, treated this as a hindrance. As mentioned earlier, despite my medical condition, I have

successfully completed my Chartered Account course. I am self-reliant and self-dependent. I

know that Berger Paints shares the same principle of making people self-relient through your

ongoing and continuous philanthropic work. You have made and are making positive change in

the society. Due to aforesaid, I had previously approached Berger Paints to work in the

specification area. Unfortunately, that has not progressed. I would, therefore, like to use this

forum to explore avenues where we could work together. I am confident that you would find my

professional acumen, a value add to organization. Kindly empathize with my condition and

support me with work. I would like to take the opportunity to thank Board of Directors for giving

me opportunity to express my view and for hearing me. A special thanks to Mr. Avinash Singh

and entire Secretarial department for making this possible. Also, I expect company will

empathize with my medical condition and will associate with me. Can I expect to positive reply

from the company? Thank you. Thank you so much.


Arunito Ganguly: Thank you. We move on to our next speaker shareholder. Mr. Ashik Kumar Pathak. Kindly

unmute your audio video line. There was issue with connection. Moving on to the next one.

Sarvananda Gatani, kindly unmute your audio video and ask the questions.

Sarvananda Gatani: Thank you very much. Our association is since last 20 years. You had given me a reply in writing

way back when I had asked some queries, thank you very much. Namaskar to Abhijit Roy, sir.

Rishma ma'am, I am unable to see you. But you are so beautiful, every year I greet you and take

a selfi with you. This is the first time in 20 years that we are not able to meet. I come to Amritsar

every time, show us around the Golden Temple, Wagha Border and help us meet the Chief

Minister.

Dhingra sir, very good results and a word of praise for Mr. Ganguli. Ganguli sir, we welcome

you on this Board as the KMP, you are the new Company Secretary. I know you for 20 years

since Exide and Baga days. You are a very down-to-earth person, Ganguli sir, and I hope you

continue here, sir.

Sir, firstly, I would like to start with a company advertisement, I am sorry. Your 2.5 minutes

advertisement, it touched my heart. The sweet banter between a husband a wife, then he writes

'I am sorry' on the board, it lingers in my mind all the time. Whenever that advertisement comes

I sit patiently and watch the advertisement. This sweet husband wife banter happens with

everyone, it is a regular thing for me, and I am sure it might have happened with you, Dhingra

sir. Second advertisement that you have is of a Bengali heroine, who comes to Bengal and is

pregnant. That advertisement is also very heart touching. I hope you continue with such

wonderful advertisements.

I support all the resolutions, sir. But still thing is that I always put up questions, and constructive

criticism you always like, sir. First I will talk some positives about Roy sir. Company ranks 2nd


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largest paint company in India, top four paint company in Asia in architectural coating and

ranked top 14 paint companies in the world, sir, this is a very good thing. You are very powerful,

Dhingra sir. You are one of the top 25 richest person in India, but your respect is not only because

of your richness, but the philanthropic work that you do, the charity that you do and the CSR

that you do. Though your CSR work did not reach to me, but you do a lot of CSR work, which

is very good thing.

I will speak a bit fast, I only have three minutes time. Our latest addition to our luxury interior

Silk brand, 'Ghar ka Sanitizer', it is very good and it also has an approval of Indian Medical

Association, this is a very big thing for the company. Expansion plan is underway in our factory,

you have said that it will happen in 2022, kindly let me know the status, sir. Sir, our consolidated

revenue of Rs. 6,366 crores compared to Rs. 6,062 crores, is up by 5% which is very good. Our

profit after tax of Rs. 656 crores compared to Rs. 494 crores, up by 33%, Mr. Roy sir, I again

give you credit for it. Because I had spoken with Mr. Dhingra sir once, and he had said that he

doesn’t interfere in management's work. They are professional people, they run the company

very well. So, thank you Dhingra sir, for your independence.

Our total dividend is Rs. 2.20 per share was also very good. Another thing I liked was, you have

taken 95.53% of equity share of STP Ltd, what is the future outlook for it, please let me know.

I have two queries now. First query is, our foreign exchange earning is only Rs. 6 crores and

outgo is Rs. 714.37 crores, which is not helping out government in this. Why so much of outgo

in terms of dollar? We should earn foreign exchange to the government, which I don’t feel good

for a company of our stature. Our statutory dues are Rs. 66.33 crores, what is it's current status?

Dhingra sir, Namaste sir. Rishma ma'am, kindly come on the video screen, it has been a year

since I have seen you. And thank you Ganguli sir, you did an excellent job. Roy sir, I hope you

continue with your hard work and I want better result next year. Thank you very much.


Arunito Ganguly: Thank you. We move on to the next speaker shareholder. We have the line of Kamal Kumar

Majumder back.

Kamal Kumar Majumdar: Good morning, Mr. Dhingra, Mr. Gujral, Mr. Hoon, our CEO Mr. Roy and other Directors of

the Company. Nice to see all of you in good health. Myself, Kamal Kumar Mujamdur, an equity

shareholder from Kolkata. We all welcome Dr. Anoop Mittal as an Independent Non-Executive

Director of our Company, and hope that his expertise will help the Company to reach greater

heights. We also welcome our new Company Secretary, Mr. Arunito Ganguli. He and his team

consists of Rajiv De, Suman De and others, must be complimented for constantly keeping in

touch with shareholders.

As against design and disclosures are concerned, it is one of the best elements… (Technical

Difficulty) Mr. Ganguly must be complimented for these also. Thank you, Mr. Chairman for


Page 14 of 29

selecting such a wonderful professional to head our Secretarial Department and also for looking

at the Industrial Relations.

And sir, I have some queries relating to many on accounts, and I seek your indulgence. Firstly,

despite the COVID pandemic at the end of the year, our Company's results during financial year

2020 in comparison to financial year 2019 is praiseworthy. Revenue from sale of products, net

of rebates and discounts during financial year 2020 was Rs. 5,608 crores against 2019's figure

of Rs. 5,457 crores on standalone basis. In addition to better realization, dividend received of

Rs. 100 crores from two subsidiaries also helped the Company to increase PBT of Rs. 905 crores

and Rs. 542 crores during financial year 2020 on standalone basis. And the dividend of 220% is

also really good in companies and when RBI and IRDAI is not allowing banks and insurance

companies to pay any dividend during the current year. So in this in this scenario, it's good.

But due to COVID-19 lock down all of our India demand wiped out in the month of April.

Volatile rupee has also caused trouble for the industry which impacted our Q1 financial year

2021 results, with revenue from operations of only Rs. 828 crores, with BPT of 67% on

standalone basis. Sir, demand peaked up once lockdown was over, demand in Tier 2, Tier 3 and

Tier 4 cities also started picking up. Crude oil prices also declined, and as of yesterday Brent

crude rate was USD 41.80. So taking into account all these positive factors, what is the

expectation for the remaining part of the year? Taking into account all this factors.

And sir, company's construction chemical business continue to grow rapidly during the last two

years, how it fared during this Q1 of financial year 2021? Because we took over STP also, and

how it fared during Q1 of financial year 2021 and your expectation from the remaining part of

the year. Sir, automation sector is showing positive trend and new launches and sales also started

picking up, automation sector. And in this positive scenario, how are our automatic painting

business doing during the current year? And how our breath easy sanitizer and floor cleaners

doing in the market? Because we have launched both the sanitizers.

And sir, what is your thinking in respect of solvent based paint or enamels whose overall

consumption as well as the market share is decreasing for the last couple of years. What is your

market share in this segment and what is your expectation? Sir, several capacity utilization like

enhancement of epoxy CED resin and paste capacity by 600 mega metric tonnes per year,

increase in power coating manufacturing at Jejuri by 1,800 mega metric tonnes per year, and the

water based manufacturing capacity at (Inaudible) 1:14:38.6 by 12,000 per metric tonne per

annum, as well as commissioning of… (Technical Difficulty)

Sir, after the expansion of the project, what is the current capacity utilization of all those units?

After the expansion, what is the capacity utilization? And whether the Company started getting

benefits from these unit expansions during financial year 2020 and financial year 2021, please

share your thoughts in this aspect.


Page 15 of 29

And sir, the Company also capitalized Rs. 274 crores during the financial year, and capital work

in progress at the end of the year was Rs. 168 crores, whether the total Rs. 442.43 crores shown

as capitalized as well as WIP, relates to these expansions? And what is your CAPEX target for

the current year? And sir, our Company took 95.5% of STP Limited at a consideration of Rs.

125.20 crores during financial year 2020, what is its contribution to our Q1 financial year 2021

results in consolidated basis? And is there any possibility of it becoming 100% subsidiary of our

Company in the near-term? And what also, is there any possibility of its merger with our

Company within a short period of time?

And sir, our Company increased its investment in Berger Paints Cyprus Limited and Lusaka

Trading by Rs. 6.19 crores and Rs. 5.44 crores respectively during financial year 2020, despite

negative results and losses booked by these units. And sir, the page 175 showed that share

application pending allotment of Rs. 39.12 crores in respect of Lusaka Trading Company. And

when the shares will be issued? And is there any possibility of making further investment in our

Company's interest abroad with this fund, nearly Rs. 50 crores they got, whether is there any

possibility of investing it in the our interest, keeping our interest? Or whether our Company

considering further impairment in these investments? I want to know your viewpoint in this

regard.

And sir, page 176 shows that Berger Paints Berger Jenson & Nicholson Nepal Private Limited,

paid Rs. 92.69 crores as dividend to our Company, again, as to booking off Rs. 48.4 crores as

profit during the year. In addition to that, another subsidiary, SBL Specialty Coatings Private

Limited, paid to our Company Rs. 7.40 as dividends. How both the subsidiaries are doing during

the current year?

And sir, we are distant second with market share of 13% to 14% jointly with Kansai Nerolac

Paints. Asian pets is far ahead with 41%, 42% of the market share, what steps you are taking to

decrease the huge gap in the coming year? And sir, our report talked about R&D expensive.

Chairman, Mr. Dhingra also talked about R&D expenses. But if anybody looks at the page 182,

then he will notice that the total R&D expenditure was only less than Rs. 20 crores, Rs. 18.9

crores, and that comes to 0.33% of total sales. When you are talking about R&D, R&D, R&D,

and your investment is less than Rs. 20 crores, it gives a wrong signal. I hope Jay will look into

it. And I want to know your position in this respect also.

And sir, JSW Paints entered the market in a big way. And they set sights on South and West

India. Do you think any competition from them in the near future? Lastly, the Company is

becoming a darling of the investors, and on the way to reach 50 week high in the short period of

time. And I believe that with a massive reserve of 2,525 against an equity base of Rs. 97.12

crores, they are in a strong footing and will declare better results in the coming years. Thank you

all for patient hearing.



Page 16 of 29

Arunito Ganguly: Thank you. We proceed to the next speaker shareholder, we are attempting to talk to Mr. Shrimal

again.

Mr. Shrimal: Thank you. Sorry. And I thank Mr. Chairman's indulgence for this. Mr. Chairman, good

morning, members of the Board. I am CA, B.S. Shrimal, from Kolkata. I am extremely grateful

for the time given to me for discussing the meeting and putting forward my views and thoughts.

With this, I will say that the COVID-19 has given us chance to connect through the virtual mode,

and I would request you that this mode should be continued in future as well. It is an economic-

driven company, could you tell me, sir, what would be the cost of your virtual meeting vis-à-vis

physical meeting? What is the number or how much number of shareholder attend these virtual

meetings? And your ratio of (Inaudible) 1:21:13.7 this would be the order of the time. And

would also have economy of cost. I would also like to offer my grateful thank to the Chairman

MD, and MD Shri Abhijit Roy and his management team for putting a most wonderful result

(Inaudible) 1:21:40.1

And very happy to say that investors are also rewarded by way of increase in the interim

dividend. Dividend is a very important thing or the investors (Inaudible) 1:22:00.7 with this

first time. Sir, you have declared a dividend of Rs. 2.20 per share, totaling Rs. 251.20 crores out

of the impact of Rs. 699 crores, which works out to only 35.92%, sir. When the investors are

facing huge cash crunch, I would also like to point out companies like HUL has distributed 91%

of profits as dividend, and even competitor company of ours, Asian Paints, paid 65.59% and

Akzo Nobel paid 55.58%, so is the case of many more companies, especially FMCG companies.

Here, I would like to draw the kind attention of our Chairman, if we could expect some 1:23:01.1

due to this pandemic situation. Small investors are dependent 1:23:08.7 dividend payout soon.

We have a huge reserve of Rs. 2,527 crores against a meager share capital of Rs. 97.12 crores

only, as rights and bonus are overdue. Sir, I am sure the Board will consider the same with due

perspective.

We also hear that the company is completely debt free (Inaudible) 1:23:45.5and finance cost is

Rs. 32.08 crores. Could you tell us (Inaudible) 1:24:00.1 wherein the shares would also likely

to be forfeited? So what are the steps the company has taken in this direction to avoid this

(Inaudible) 1:24:18.9 And I would request that the unclaimed dividends should be (Inaudible)

1:24:27.4 so that the shareholders can reach and claim the dividend? Sir, could you tell me what

is the total (Inaudible) 1:24:35.7 Sir, what would be the retiring age of the directors? I find that

the age of director is 50, which is very young board, and I must appreciate (Inaudible) 1:25:06.3

in view of the COVID situation, if you can kindly specify how and how much is achieved in

2021?

Sir, R&D expense, which earlier speaker has also spoke, so I would not like to elaborate. Sir,

quarterly result for the first quarter (Inaudible) 1:25:30.3 distributable to the shareholder, I

would request the secretary to circulate quarterly result as well. Sir, what is the ratio of the

wholesale marketing and sales and retail sales? Sales division between the urban and rural,

export and the in-land consumption? Sir, what is your plan for being carbon positive, water


Page 17 of 29

positive and solid waste recovery positive? Ratio of your renewable energy against normal

energy consumption?

Sir, I would be (Inaudible) 1:26:22.8 do not recognize and appreciate he work of our company

secretary who has taken all the pain to give this meeting a very colorful due and he has conducted

all the shareholders for joining the meeting. (Inaudible) 1:26:44.0 in the Annual Report if we

read the index (Inaudible) 1:26:51.6 going through all the pages that is very helpful and I must

thank him for that. I would also like to tell that, if possible, from next year if you can also give

the page number against each schedule of balance sheet and profit and loss account, it would be

helpful to the shareholder.

I had some peer comparison of your company with the peer companies. Your total asset turnover

(Inaudible) 1:27:26.2 so what steps are we taking in this direction? Sir, then in case of revenue,

the Asian Paints is (Inaudible) 1:27:52.1 Sir, then balance sheet, especially the independent

directors and audit committee chairman to impart greater confidence to the minority shareholder.

Sir, what will be the impact of MoU in the current profit and revenue of the company? Is there

any repetition by the company, if any?

With this, I would like to conclude and thank you very much, Mr. Ganguly and the MD for

giving me this opportunity. Thank you so very much.


Arunito Ganguly: Thank you. We proceed to the next speaker shareholder, Mr. Amit Kumar Banerjee. Kindly

unmute your audio video and ask the question sir.

Amit Kumar Banerjee: Good afternoon, sir. My name is Amit Kumar Banerjee. Thank you for giving me an opportunity

to speak at such a wonderful platform, the video conferencing organized by our Company Berger

Paints India Limited. Yes, it is our 96th AGM of the Company in this meeting. Berger now comes

a brand name across (Inaudible) 1:30:12.5 a company manufacturing paint (Inaudible)

1:30:24.0…

…working hard, excellent management created value of (Inaudible) 1:31:05.4 few years

together, huge returns (Inaudible) 1:31:15.5 very nice performance year after year. Company

is (Inaudible) 1:31:23.5 I thank the team of management for giving a relevant performance to

our company, to the shareholders also.

As regards the performance is concerned, in standalone, yes, it is up by 3.19% about total

revenue, and whereas the consolidated is also up by 5.01%. Net profit also increased with the

tune around Rs. 699 crores, up also 16.5%, and also over consolidated it is also increased

(Inaudible) 1:32:12.5 very nice. Dividend paid 220% is another good return to the shareholders

point of view. As far as CSR is concerned, yes, it is also more than amount our company spent

about Rs. 16.79 crores, as prescribed Rs. 13.68 crores for the welfare measures, it is very nice.

Market price also is very favorable, Rs. 577. Sir, market capitalization is about Rs. 55,000 crores,


Page 18 of 29

is there any plan of our promoter to redeem holding for earning long-term capital (Inaudible)

1:33:08.2

About subsidiaries, try to show your views, how many companies are losing and how many

companies are profitable. I thank our Chairman, Mr. K.S. Dhingra, our Managing Director Mr.

Abhijit Roy, performing very well, presenting to us the performance year after year. I also

welcome our Company Secretary particularly, Mr. Arunito Ganguly, he is well experienced,

worked much companies with well-branded companies, he is very cordial, maintains good

relationships to us also, including his team members, Mr. Rajiv, Mr. Shuman De, hes excellent

services given to all the shareholders, I think. And also thank to all of them, the team members,

management for smooth conducting today, such a wonderful, beautiful meeting video

conferencing today. Thank you, Mr. Chairman. My name is Amit Kuamr Banerjee. Over to you,

sir.


Arunito Ganguly: Thank you. We proceed to the next speaker shareholder, Mr. Jaideep Bakshi.

Jaideep Bakshi: Good day, Chairman and Managing Director. Myself Jaideep Bakshi, connecting from the city

of Kolkata. Thanks to our energetic company secretary, Arunito Ganguly for giving me an

opportunity to express my views and presenting a detailed Annual Report, as colorful as our

company. Also, thanks to Mr. Rajiv De, Mr. Suman De and Mr. Thomas for maintaining cordial

relations with our shareholders. Proud to be part of the second largest paint company, it has

believes in innovation, which ultimately brings about our growth and new opportunity.

Sir, revenue for operations and PAT has increased, and congrats for the good results. Sir, revenue

generated from our luxury interior segment vis-à-vis exterior, can we have the details, and also

on the decorative and industrial segment? Congrats for the biggest awards and accolades which

we have received. Revenue of home hygiene, Breathe Easy, and you have roped in Kareena

Kapoor as brand ambassador, and hope our Company will benefit from this.

Sir, regarding the acquisition of STP Limited, how more market penetration in construction,

chemical and other products are we expecting through this manufacturing and distribution? Sir,

congrats for the R&D for this new innovative products and company is spending around Rs. 19

crores on it. Sir, highlight on the foreign exchange earnings and out go at present. Sir, any new

technology tie up with any company?

Sir, during this economy slowed down, liquidity cost control and cost conservation measures,

on parent side are we receiving the same smoothly? What are our new projects in hindsight,

kindly highlight on it? How much company benefits under this government initiatives of this

affordable housing and spending an inbound infrastructure? People staying at home can get their

homes freshened up, what is the order status in this COVID situation? Sir, what is the program

on the safety and enrollment site, and steps for conservation of water as much is wasted in the


Page 19 of 29

production area in this? Sir, good work in your CSR activities. And sir, we have a robotic use in

our Orissa plant which you have seen during our last visit, any further digitalization or

upgradation pans in our hand?

Sir, nothing to add more. We are a company famous in indoor and outdoor house painting and

bring awareness among the people about our entry into other fields. And expecting better

dividend next year. Thank you, Chairman. Thank you, Mr. Roy. Thank you, everybody.


Arunito Ganguly: Thank you. We proceed to the next week a shareholder from the line of Mr. Gautam Nandi.

Kindly unmute your audio video to ask the question Mr. Gautam Nandi. There is no response

from this line. We move on to the next speaker shareholder, Mr. SS Bhattacharya.

There seems to be network connection from his end. We will just cross check that. Till then, we

will just take an audio question sir, that is in line. It is from the line of Mr. Tarak Chakravarthy.

Tarak Chakravarthy: Good morning, Mr. Chairman. I congratulate our Company, Berger Paints, Chairman and our

Board of Directors, and with our new secretary. The company arranged AGM on VC basis

regarding the cases this year 2020 is a historical event of year. A virus implement of COVID or

Corona, what is the thinking that disease, while we see that people are suffering. In this time,

our company arranged a very good AGM, Annual Report, I thank to our company sectary, Mr.

Ganguly and his department, all staff.

Berger Paints is one of the old is gold and second largest paint company in India. Company

every year pays and maintains shareholder dividend, this year you paid 190% interim and final

dividend of 30%, overall 220% is paid, not a matter of joke in this crises.

Another thing, account is 100% benchmarked, very true and fair, no regrouping, no printing

mistake, balance sheet is very nice, mission, vision, business segments are expected line of

momentous, no queries, no questions this year. Actually the share keep, what the company get

this time is a very good prospectus of this year's business segment, minority shareholder are 110,

good turnover, good profitability and good divined.

Company keep maintain all our share schedule, but our Company, the new Company Secretary

Mr. Ganguly is very sincerely good working, efficient and good person. I personally known him,

I did personal felicitation. Already he passed two multinational companies in Calcutta, one Exide

and Bata India Limited, he maintained secretarial working ability per say, and has now joined

our company Berger Paints, I am very excited and I am sure our new sectary Mr. Bhattacharya

gives control.

Our company, gives report to minority, message in proper time by website basis, this year's VC

organization, unprecedented COVID situation, and today is a scenario of website is not good,

and our company tried to make the first time audio connected, I thank to our company, all


Page 20 of 29

management team, our sectorial department, other thing, Mr. Rajiv De and AS De ad all other

staff, and control by today VC connected NSDL and Chorus Group.

And one point, just few minutes ago, our one speaker shareholder speech, our company price is

decreased. I am stunned. Our company just one years ago our company's share price in NSE,

BSE was Rs. 200, Rs. 300 to now touch over Rs. 600. So basically Berger Paint is one of the

company in India now is very quickly rising market scenario. We are keeping India market

scenario and price and company together with all confident in the balance sheet, pay the minority

shareholder dividend. We are one to say company to continue the business, or expected coming

year company is better performing the business segment and paid higher dividend. And our

request, company is growing, we are all on normal and all are together with the seminar of the

meeting, physical and our request is a company year participates speakers arrange factory visit

outside Bengal.

Thank you for patient hearing Mr. Chairman, Mr. Ganguly, and all of the staff to our today's

control all visual site. Thank you, sir.


Arunito Ganguly: Thank you. We have the next speaker shareholders Mr. Gautham Nandi. Sir, are you able to hear

us and speak to us? Proceeding to the next speaker shareholder, as there is no response here. Mr.

Abhiroop Nandi.

Abhiroop Nandi: Good afternoon, Chair, the other members and everyone present through this e-AGM. I am

Abhiroop Nandi, an equity shareholder of this concern. Sir, thank you for conducting such a

AGM in fair and transparent manner. (Inaudible) 1:46:08.3 We are very confident with the

management.

Sir, your conduct you have conducted this e-AGM, and before that the testing was done by

Chorus Call, and along with the Berger IT team. So I really appreciate the efforts we have taken

to whatever the error was, there was a lot of error at my end, so they took all the efforts to resolve

all those issues.

Sir, we might as shareholders would gladly accept the reappointment of Mr. K.S. Dhingra and

Mr. G.S. Dhingra, because they are the ones who are leading and such a rich experience of more

than 50 years. Sir, tremendous performance in case of financials. Operating cash flow stands

very strong at approximately Rs. 793 crores. You have maintained a very optimum debt-equity

ratio.

And sir, I would like to know how many people have attended this AGM at the end of this AGM

or you can just mail me, just wanted to know how many in total have attended the AGM over

the video conference. Sir, thank you for maintaining such a cordial relationship with the

shareholders, balancing with the highest level of corporate governance. Sir, I am very happy

with your performance. We are very confident with the management. Our support is always there


Page 21 of 29

when such a team is leading Berger Company. Sir, thank you for giving the opportunity to speak.

I wish everyone a healthy life. I am Abhiroop Nandi, signing off from you. Thank you.

Arunito Ganguly: Thank you. We proceed to the next speaker shareholder, Mr. SS Bhattacharya. Are you able to

see and hear us, sir?

SS Bhattacharya: This is the 96th AGM of our Company, Berger Paints. The Annual Report which was mailed to

me, that is 303 pages and I think it is a (Inaudible) 1:48:18.2 From my view, as an old

shareholder, this is a sector (Inaudible) 1:48:26.1 Sir, a cash rich company. Second, we have

seen from your Annual Report that the second largest paint company in India, now present in

eight countries and further one new factory as Sandila near Lucknow no going to be started

which is now under construction from the year 2022. Sir, I have seen your new introduction of

hands sanitizer and floor cleaner. Sir, your shares are listed with Bombay Stock Exchange,

National Stock Exchange and Calcutta Stock Exchange. Sir, what is said necessity I don't know

to be listed with Calcutta Stock Exchange today, because there is no activity of Calcutta Stock

Exchange now a days.

Sir, I have to pay my thanks for your different heart touching advertisement. Sir, as we have

seen from your Annual Report, the different prestigious awards you have owned, higher profit,

higher dividend, share price is nearby 600, face value is Rs. 1. Which is very good now in India.

Sir, 10 eminent personalities be directed here on four KMP, promoters total holding is 74.99%,

including 14.48 foreign corporate bodies. Sir, as we see here on, 9.50 lakh shares under

unclaimed have been there. Sir, that is also under DEMAT, but if you give me a liquid touch,

why so many of huge number of shares are there, then I will get some little idea.

Sir, your share capital is Rs. 2971.2 crores vis-à-vis Rs. 2,563.01 crores, sir, like the other

speakers I also expect further bonus. Sir, under CSR expenses we will be seeing that your

liability limit is 13.48 crores, but you send Rs. 67.79 crores, somehow some higher. Of course I

appreciate these activities, 66,500 painters were painted by yourself in 1:51:01.6 You donated

Rs. 1.4 crores in Prime Minister's CARE Fund. Sir, we are best one as I see now in Calcutta, one

of the best I think. Sir, from my little knowledge, I did not find any leakage in the balance sheet

as we said.

Now I have to pay my salute to the honorable Chairman and MD of this concern for higher

capital appreciation by way of stock market, share price to shareholders, and by paying more

higher dividend. Further, not overlook the activities of qualified CEO and outgoing company

secretary. And on the present scenario, the activities of secretarial department lead by new well

known, experienced qualified Secretary, I can ignore. Again I remember MP members for the

ride drive, besides this I cannot ignore (Inaudible) 1:52:13.1 along with all direct or contractual

employees and that trained colour setups. Sir, last of all to be said, it is expected more good

return would come on the eve of next year ending. And I have to say, Oh God, please take back

Corona, no more, no more, no more, this is a necessity. Thanks to all participants visible or

deemed essential. Thank you, sir.


Page 22 of 29


Arunito Ganguly: Thank you. We move on to the next speaker shareholder, Mr. Gautam Nandi. Sir, now you are

visible.

Gautam Nandi: Good afternoon, respected Chairman, Board of Directors, my fellow shareholders. Myself,

Gautam Nandi, of Kolkata, a very old equity shareholder of Berger Paints Limited. Sir, first I

want to say, I had some internet issue here, but still you tried two, three times to get me

connected, so I am really grateful to you to give the opportunity again and again, sir, thank you

very much.

Sir, firstly, I would like to give thanks to your secretarial department for sending me Annual

Report and other necessary relevant papers through email well in advance. Sir, special thanks to

our respected Company Secretar, Mr. Arunito Ganguly, very, very sober, well behaved and most

dynamic person, and his assistant Mr. Rajiv De and his whole team for rendering very good

services to our minority shareholders. Sir, you have joined newly to the company, but our

connection is since many years, he is so much experienced, I have rarely seen such a good

secretary like him in my lifetime, so thank you for your food choice, sir.

Sir, you are organizing through video conference for the very first time, and I find it is a great

success, so thank you again, sir. Sir, my earlier speakers had expressed their views and already

covered most of the points, so I don’t like to repeat it, sir. Sir, your second resolution today,

separately I am not repeating, but I would like to say, I whole heartedly support your all seven

resolutions. Sir, there are many paint companies in the world, but as per me if you want a perfect

quality and correct price company, Berger is number one. Sir, we use only your products and we

are very much satisfied with your products, sir.

Sir, actually this year I have decided not to ask anything about accounts, because we are very

much afraid for this pandemic situation. Many small and big companies have closed down due

to this COVID-19 situation, so many people lost their jobs, even in this position you gave us so

much dividend, even with little to no sales, still we are glad to see that our company is still trying

their best in this adverse situation. Sir, I am very proud to be a shareholder of the company and

I am very hopeful towards the prospect of your company.

Sir, I have full trust with your strong management. Sir, one thing more, sir, I am very pleased to

see that you have declared dividend 220% for our minority shareholders in this pandemic

situation, really good, you are really great, I must appreciate it. Nothing to say more today,

looking forward with a positive outlook towards our company with higher profit margin and

return. May god bless you, sir. Thank you very much. Namaskar.


Arunito Ganguly: Thank you. We have the next speaker shareholder over audio, Mr. Bisvendra Kundo.


Page 23 of 29

Bisvendra Kundu: Respected Chairman, Mr. Kuldip Singh Dhingra, Members of the Board, fellow online

shareholder and friends, I am BN Kundu. At the outset, I would like to thank the management

for steady progress of the Company year after year. According to soft copy, the report presented

to us has been pretty nicely prepared with exhaustive detail, and I have nothing further to say on

it. The profits of the paints industry in India is very bright and the Company is bullish about it

taking the industry's growth momentum during the current year also.

The Company has also maintained a human face to the shareholder by paying dividend Rs. 22

per share, that is 220%. Sir, your PBT is Rs. 883.16 crores and your PAT Rs. 656.10 crores.

Your EPS also is Rs. 6.76. Sir, I am very happy to say this company is absolutely debt free

company. The world economy is in turmoil, the growth in dollar countries is not up to

expectation, the current pandemic situation the world over has impacted on all aspects of human

life. This situation has never been seen before. But business like the world over is in doldrums

and paints, travel and hotel sector are the worst sufferers, I feel sorry that this has happened

particularly at a time when Berger was going ahead in its growth path. The experts are, however,

forecasting the situation will be over very soon.

Sir, I am very happy to see that you have launched so many various type of paints, thanks a lot.

With our respected Managing Director, Mr. Abhijit Roy, at the helm of the Company. Under his

leadership, the Company will be flourish. Sir, I welcome to our new Company Secretary, Mr.

Arunito Ganguly, thank you very much, Mr. Ganguly.

Before I close, I want to offer my special thanks to Mr. Rajiv De for his cordiality and hospitality.

Chairman sir, I should say that our beloved Company Secretary, Mr. Anniruddha Sen has

required on 31st March, 2020, I will never forget his contribution for the growth and prosperity

of the Company. With this remark, I am closing here. Thanks to all of you.


Arunito Ganguly: Thank you. That was the last question. Over to you, Chairman.

Kuldip Singh Dhingra: I would now request Mr. Abhijit Roy, Managing Director and CEO, to respond to the

shareholders.

Abhijit Roy: Thank you, sir. Good afternoon to all of you, who have come here. This is an unprecedented

meeting, online that is, for the first time in the history of Berger. And we know all of us are

aware the reason for it, which is the COVID-19 which started somewhere around January,

February, and has been progressing and getting worse. However, we have taken our own

measures to counter this threat from COVID-19.

There were many questions which you have asked, which was there, if I can group them into

three major components. One is that, what is the performance of the Company currently? How

are we tackling this situation? This is one question, which I am sure will be there in all

shareholders' mind. And therefore, I would like to address it at the end of it. The second which


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was there, a large number of questions which was related to factory, CAPEX, FOREX, and what

are we doing around that? The third bucket which was there was basically, essentially R&D,

CSR and other stuff, which have been picked up by a few of the questioners and so therefore, I

will tackle those as well.

So, let me first start with the smaller ones, and then I will talk about the business and how we

are doing and what are we doing to counter this situation. So first of all, if we come to the

capacity utilization, it's now almost back to normal, as was there in the pre-COVID days. In

some of the cases, in fact, it has become even better than the pre-COVID days. So that's a good

sign as far as capacity utilization is concerned, in spite of the expansion in capacity. So we have

expanded in Jejuri and we have expanded in Rishra. In fact, with the automobile suddenly taking

off, the auto business doing well, this month we are actually struggling to supply. So, therefore,

capacity has become, even in spite of addition, has becoming a bit of a constraint, which is a

good thing as far as we are concerned.

We have added and done a lot of capacity in the recent past. You mentioned a few, which was

Rishra, both in the case of emulsion, which we put up a new emulsion plant, and also water

based paint production capacity which was increased in Rishra. We also put up a colorant plant.

All these are operational now, in fact, the colorant started full blast, it's almost like 90% plus

capacity utilization going on, emulsion is 100% capacity utilization going on, water based is

about 70%, 80% as of now, but that's something which is also picking up very rapidly. So, we

are actually stretching fully in all the additions that we have made.

There were questions related to carbon footprint and how are we reducing that and are we taking

some measures to improve our sustainability score. Yes, we have taken numerous measures on

that for energy conservation, small ones have been done over a period of time. But some of the

decisions which we took last year, which is going to help a lot I think going forward, one is, we

are going in for solar power in a big way. Almost all our factories have now gone in for solar

power generation, and thereby reducing the cost of electricity consumption, which is mostly

thermal power in our case, and therefore, to that extent, it is a reduction of carbon footprint.

The second is you know bio briquette installations. We used to have a lot of energy consumption

of electricity and diesel and coal for our resins, that which we have now substituted with a much

more greener bio briquette, which are actually sort of made out of local items like rice, husk,

etc., and thereby it conserves a lot more energy and also is beneficial for the Company as it is

much cheaper compared to electricity. So, this is as far as production is concerned.

Of course, someone mentioned about the use of artificial intelligence, IoT. We are doing lot of

usage of IoT as such and ASRS which is basically automatic stock storage and retrieval system,

which we have installed across almost all our factories, thereby increasing storage capacity and

retrieval process has become much faster. So, these are things which we have done across most

of our factories now, and we have become far more efficient, therefore, in our production and


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lowering our production cost. So, in fact, the productivity has gone up, the production cost has

gone down, and thereby has helped us to become more profitable.

There were other questions related to weather Sandila, what's the status, are we on stream? Yes,

we are on stream. As indicated earlier, we will be online by 2022, definitely we will be up and

running by then. We are trying to actually prepone it a little bit and try and do if it is possible by

2021 end, but definitely 2022 is when we will be up and running as far as Sandila is concerned.

We need that factory because we will need that capacity as well.

So, coming to R&D, and in some of the questions which was raised relating to competition etc.

R&D investment has been steadily going up, if you ask, actually, yes, as a figure it looks small,

but we keep on investing, because we also need to utilize that facility properly. It has to be

productive, it is just by adding manpower and increasing the strength wherever we need,

wherever we have felt that there is a need for it, we have never shirked away from investing in

R&D. So that's one area where we have been constantly upgrading and investing, whether it is

in terms of equipment's, or it is in terms of manpower.

In fact, last year, we introduced or brought in a robotic facility there for automotive paint,

actually most of the lines are operating on robots. So we needed to replicate that same thing in

our in R&D, which we invested about Rs. 1.6 crores in that equipment alone, just to ensure that

our R&D people are able to replicate the scenario on the line and be able to produce the right

kind of material. So, we keep on investing wherever required, we don't go overboard where it is

not required. But I think, there is no dearth of our willingness to invest whenever or wherever it

is required.

As far as competition is concerned, someone asked about JSW paint and what are we doing, how

is our performance vis-à-vis Asian and Kansai. So JSW paints is a competitor, they have stepped

in, there have been many, many competitors who have come in, in the past as well. We welcome

all competition, it also helps us to become more efficient. Our focus is on consumers, and we

need to be very clear that we need to deliver better value to our consumers. Competitors will

always be there, both domestic and international, and we have to stand up and fight. So therefore,

our basic intention has become more efficient, be more innovative, and be close to the customer.

If we perform these, I think our job will be easier rather than looking over our shoulder and

looking at the competition.

We have progressed in over the years. We were at number four, number five position, today we

are the number two player in the paint industry. Our profitability in the last five years has doubled

nearly, if you look at the profit figures. Our return on capital employed has shot up. So we have

done a fairly decent job so far in progressing and keeping the competition at bay. And I think

we will continue to do so. Yes, we would love to gain further market share, close the gap between

us and Asian, and that's our endeavor. And we have taken a lot of measures which I will talk to

you at the end of this conversation that we are having just now.


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There are a few other questions related to the fact that pending cases, why are there so many and

what are we doing about it? Yes, unfortunately, that's the feature of the Indian environment, lots

of these cases, almost 99% we have one against all these cases that have been raised in the past

as well. So, in fact, there were a larger list of cases, but we have been whittling it down, we are

fighting with the government, because they just put a case and then keep on fighting

unnecessarily. And all our courts get clogged with these type of cases, which has no value,

actually. So if this is a genuine, it's fine, but most of these are frivolous cases. And I don't think

it will stand in the court of law, and we will when it easy. This has been going on for some time,

but I think the ease of doing business on this aspect needs to improve from what it is today.

The other thing is related to the businesses, and I will come back to the business part of it, what

are we doing and how are we going to tackle the situation. There was one other question on CSR

and as to why and how we have spent more than the CSR, Rs. 13.6 crores is what was there and

we ended up spending Rs. 16.8 crores. A large part of this was actually we purchased lot of

vehicles last year. And then those vehicles were used for mobile iTrain, which means we have

training centers at respective cities like say Calcutta, but we also have a mobile vehicle which

goes into the upcountry towns. Thankfully, that is coming in very useful because in the COVID

period, when the city was shut down, the upcountry was much more, open the Tire 2, 3, 4 towns

are very much operational, they are doing well also. And these vehicles go to the upcountry

towns and give training to the painters at their point, because it is not possible for a person from

these towns from far-off places to come to Calcutta or come to the nearest city. So, we go to

their doorstep and give this training. And this money which we invested will be useful for us in

the long run.

Now coming to the business per se, and what are we doing and how are we going to tackle the

situation. Let me summaries and tell you what's going on. So, the rural markets are doing

reasonably well. The Tire 2, Tire 3, Tire 4 towns as can be seen from various reports, whether it

is a tractor company doing well or two wheelers in the upcountry doing well. So, the upcountry

markets are doing reasonably well. What is affected is the cities, and rightly so, because of the

fear of COVID which was there in the initial phase. So, April and May, April was a complete

washout, when it started opening up in the month of May we reached about 80%, 85% of our

last year sales. But June onwards you will be glad to know that we have been growing and

growing very healthy. So, June we had a positive growth, almost double-digit, July we grew,

August we also again had a double-digit growth, and September looks well. So, therefore, things

are reasonably looking up. On the upcountry areas there is no problem, and we have reinforced

those areas by putting in more manpower there, and ensuring that sales increase there.

In the cities we have taken on some interesting measures. One of the best, you know, thing that

we did was the safe painting, and someone asked this question as well, as to what has happened

to these Express painting which we do for painting of the individuals houses. We have now

improved this Express painting by making it super safe. So, there are lots of features which we

have added like a consumer can download an app and using that app he will know which painters


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are actually coming to his house, what is their daily temperature recording, what is their Aarogya

Setu saying, is any one of them infected or not. Then the painters when they go to the house, the

material reaches at the doorstep without the individual or the consumer having to go to the dealer

points and buying the paint himself. So we deliver it to his doorstep. Then there is also a kit

which is called as safety kit, which is sent along with the material to all Express painting

consumers. This safety kit has gloves masks, so that when the painter reaches there, he opens it

up, he wears the mask, he wears the gloves then he enters the house. Once he has completed the

painting with the Express painting machines, automatic machines, then he cleans up the place

with sanitization and many of these sanitizer material is also Berger's material which is being

used now. So, they will sanitize the whole place, the floor, the walls, the doorknobs, etc., which

has been touched by the painter, so that the customer is absolutely fearless as far as this operation

is concerned.

We have just started advertising this on digital media in a very big way and we are going to go

on-air on television as well about this particular safe Express painting. You will be glad to know

that the response to this service has been very, very good. In fact, the number of calls that we

have received has been higher than the previous year, even from the urban centers. Except for

certain towns like Mumbai, which is very badly affected and many of the societies don't allow

people to get in to paint, etc., most other places have now seen a revival as far as Express painting

is concerned and we are on the growth path.

The other thing which we are doing are the few categories of products, which is likely to help

us. One, many of you have asked regarding STP. It's a great company, very interesting products.

In fact, they not only are there in construction chemical, but also in floor coating and some of

the other areas like they supplied the floor coating were Rafale for the first time when it landed

and it was put into the Ambala Airport, the floor which was there, which had to be an anti-static

floor was made by STP. So it's a proud moment for us. This company was limited in terms of its

reach, it has a very interesting range of products. And it is approved across many entities,

including government entities. And Burger's strength was there because he had a presence which

was much larger than STP. And now we are utilizing these products to also sell through our own

channel.

CC or the waterproofing segment is a very big growth segment. It's currently at about Rs. 8,000

crores to Rs. 9,000 crores. But if you compare it with China, China is about Rs. 150,000 crores.

So, therefore, huge scope for growth in this particular category. We are well poised, we expect

that we will become in the top-three players in this segment in India in the next one or two years.

And that's our ambition. And I am reasonably certain that we should be able to achieve this.

We also had introduced an FMCG product, someone mentioned about how is it doing, sanitizers.

We have done fairly well as far as sanitizers are concerned. Of course, this is not going to last,

the demand if the vaccines come up, but till that point of time this is going to continue. We are

also launching a series of products on the home hygiene front, so we will stick only to the home

hygiene segment, that I mentioned in the Express painting we use this floor cleaner to clean up


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the house. We also have a wall cleaner and all surface cleaner actually, we call it all-clean. So it

can clean any surface, glass like Colin is used for glass cleaning. And then you have another

product called Lisol for wall cleaning and wood surface cleaning. So this product cleans

everything, cleans glass, cleans wall, cleans wood, so it is an all clean product. And very much

goes with our product category, because when you do painting and it gets dirty, some kid comes

and scrolls with a crayon, you need to clean it up. This all cream can be used very effectively on

this type of a situation. So it goes along with us a product category which matches our needs. So

we are not getting into unknown terrain, but we will continue to sell and primarily in those

markets where we are very strong in terms of distribution, we will strengthen ourselves in those

markets first.

We will also advertise this, someone mentioned about Kareena Kapoor. Yes, she's our brand

ambassador. She is primarily advertising for a product called Breath Easy Emulsion wall paint

which is still Breath Easy, but also will advertise another product which is from the FMCG

domain, which is Breath Easy.

As far as products are concerned, we have great hopes on Breath Easy, it's already doing very,

very well, this month also fantastic performance actually from this product category. This is

antibacterial anti-virus, anti-pollution probably in Delhi, those of you who want to paint now,

again, this stubble burning will happen and lot of this smoke will come and it will become very

polluted. This absorbs these gases, so nitrogen dioxide and sulphur dioxide gases, so it is a great

product for that market. So it's anti-pollution, it's IMA certified, it is certified with the Singapore

Government authorities for VOC, it is certified by Shanghai Lab for anti-pollution. So, it has

numerous features, which are very, very useful for a consumer. And this advertiseme

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