Asian Paints Ltd. — Capital/Financing Update 2020

Jan 22, 2020

Asian Paints Limited Asian Paints House GA, Shantinagar Santacruz (E) Mumbai 400 055 T: (022) 62181000 F: (022) 6218 lll l www.asianpaints.com

APL/SEC/20/223

22nd January, 2020

BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 500820

The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, Block G, Sandra - Kurla Complex, Sandra (East), Mumbai - 400 051 Symbol: ASIANPAINT

Sir(s),

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), we wish to inform you that the Board of Directors at their meeting held today, has inter alia, approved the Scheme of amalgamation of Reno Chemicals Pharmaceuticals & Cosmetics Private Limited ("Transferor Company"), wholly owned subsidiary of the Company with Asian Paints Limited ("Transferee Company") in accordance with the provisions of Companies Act, 2013 and other applicable laws.

The aforesaid amalgamation is subject to necessary statutory and regulatory approvals, including approval of the National Company Law Tribunal, Mumbai.

The details required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2O15 dated 9 th September, 2015 are given in Annexure 1.

This is for your information and record.

Thanking you,

Yours truly,

For ASl'N PAINTS LIMITED

� �RUGAN r·cFO & COMPANY SECRETARY

Encl.: As above

Corporate ldenlificatlon Number L24220MH1945PLC004598 For shares related quenes, email to investor.relat10ns@as13npamts.com For consumer quenes.email to customercare@as1anpa1nts com

r. ·- , .

Printed on 1000/o Recycled Paper -t•• . .,

Annexure 1

a.	Name of the entitiesforming part of theamalgamation/merger, details briefsuchassize,turnover etc.:	RenoChemicalsPharmaceuticals&Transferorcompany:CosmeticsPrivateLimited,aPrivateLimitedCompanyincorporated under the provisions of Companies Act, 1956, havingits Registered Office at 6B, Shanti Nagar, Vakola, Santacruz (East),Mumbai-400 055. It is a wholly owned subsidiary of the TransfereeCompany.Transferee company: Asian Paints Limited, a Public Limitedcompany incorporated under the provisionsof the (Indian)Companies Act, 1913, having its Registered Office at 6A, ShantiNagar, Santacruz (East), Mumbai -400 055. The equity shares ofthe Company are listed on BSE Limited and National Stock
		Exchange of'lndia Limited.	Net worthas on 31stDecember,2019	Net worthas on 31stMarch,2019	Turnoveras on 31stDecember,2019	Turnoveras on 31stMarch,2019
		TransferorComoanv	(5,106,151)	(948,000)	Nil	Nil
		TransfereeCompany(fincrores)	9,778.85	8,798.08	15,309.79	18,584.65
b.	Whetherthetransaction would fallwithin related partytransactions? If yes,whether the same isdoneat"arms1e·ngth":	The Transferor company is a wholly owned subsidiary of theTransferee company and as such are related parties.Ttie proposed amalgamation does not fall in the purview of relatedparty transaction pursuant to the General. Circular No. 30/2014dated 17th July, 2014, issued by the Ministry of Corporate Affairs.Further, pursuant to Regulation 23(5)(b) of the Listing Regulations,therelatedpartytransactionprovisionsundertheListingRegulations are not applicable to the proposed transaction.
c.	Area of business ofthe entity(ies):	The Transferor company is a wholly owned subsidiary of theTr�nsferee company which was acquired by the TransfereeCQmpany with an objective of using the land of the TransferorCompany to meet its growing infrastructural requirements.
		TheTransfereecompanyisengagedinthebusinessofm�nufacturing (i) paints, varnishes, ·enamels or lacquers (ii)s�rfacing preparations, organic composite solvents and thinners,and other related products (iii) organic and inorganic compounds,etc.(iv) homeimprovement products such as bath,sinks,washbasins and similar articles.,,:;:;:==�

���\' � "'(�� ( :!; Mumbai � ,\ � 400055 t:1} *

d.	Rationale foramalgamation/merger:	A With a view to maintain a simple corporate structure andeliminate duplicate corporate procedures it is desirable toamalgamate the Transferor Company with the TransfereeCompany;
		B.TheamalgamationshallfacilitateconsolidationoftheTransferor Company with the Transferee Company, in order toenable effective management;
		C.The amalgamation will result in reduction in the multiplicity oflegal and regulatory compliances and reduced costs.
e.	In case of cashconsideration -amount or otherwiseshare exchangeratio:	There is no consideration involved. The Transferor Company is awholly-owned subsidiary of the Transferee Company and the entireshare capital of the Transferor Company is held by the TransfereeCompar,y andits nominees.Therefore,upon theSchemebecoming effective, all shares held by the Transferee Company andits nominees in the share capital of the Transferor Company as onth� effective date shall stand cancelled.'
f.	Brief details ofchange inshareholding pattern(if any) of listedentity:	There will be no change in the shareholding pattern of theTransferee Company pursuant to the Scheme as no shares arebeing issued by the Transferee Company in consideration of theproposed scheme.