Pidilite Industries Ltd

Pidilite Industries Limited (PIL) was incorporated on 28th July, 1969 as a consumer and specialties chemical company. The Company operates under two major business segments i.e. Branded Consumer Bazaar and Business to Business. Products, such as Adhesives, Sealants, Art Craft Materials and Others, Construction and Paint Chemicals are covered under Branded Consumer Bazaar segment. These products are widely used by carpenters, painters, plumbers, mechanics, households, students, offices etc. Business to Business segment covers products, such as Industrial Adhesives, Industrial Resins, Construction Chemicals (Projects), Organic Pigments, Pigment Preparations, etc. and caters to various industries like packaging, joineries, textiles, paints, printing inks, paper, leather, etc.Pidilite was the first Company in India, which started production of violet pigment in the year 1973. In 1984, the companys consumer product division was born and in 1989 the company entered fevicryl acrylic colours transform fabric and multisurface painting market. The Company made its maiden public offering of equity shares in the year 1993. During the year 1995, plants of the company in Mumbai and Vapi acquired an ISO 9001 certification. Also the plant at Mahad received an ISO 9002 certification in the same year. Fevicol, the premier brand of the company ranked among the Top 15 Indian brands by FE Brandwagon Year Book 1997. After two years, in 1999, Pidilite had acquired Ranipal, leading brand of optical whitener and subsequently acquired MSeal, leading brand of epoxy compounds in the year of 2000. In the identical year of 2000 itself, Fevicol campaign won the Silver ABBY for the Campaign of the Century in India. The Company had launched Dr. Fixit range of Construction Chemicals in the year 2001 and had acquired Steelgrip, leading brand of PVC insulation tape in India during the year 2002. Pidilite had again acquired the Roff brand of Construction Chemicals in the year of 2004. A whollyowned subsidiary in Singapore, under the banner Pidilite International Pte Ltd was incorporated by the company in the year 2005 for its international operations, encompassing the acquisition of overseas companies and joint ventures. Also in the same year 2005, Pidilite had acquired Chemson Asia Pte Ltd, an existing Singaporebased company in the business of manufacturing waterproof coating and emulsion paints, thereby adding to its existing, and rapidlygrowing construction chemicals and paints range and the company had took over Jupiter Chemicals in Dubai. During the identical year of 2005, the company had incorporated a subsidiary, namely Pidilite Do Brasil Desenvolvimento De Negocios Ltd, in Sao Paulo, Brazil and Pidilite Middle East Limited, as an offshore company in the Jebel Ali Free Zone of Dubai. During the year 2006, Pidilite had acquired Tristar Colman brand and business, Tristar Fine Art, a market leader in brushes for drawing and painting and Bamco Thailand, a Construction Chemical company. Also Pidilite had acquired the business and assets of Sargent Art Inc through a subsidiary Pidilite USA Inc, Delaware. The Company had established its RD centre in Singapore under the banner Pidilite Innovation Centre Pte Ltd. Pidilite had demerged VAM manufacturing unit at Mahad of Vinyl Chemicals (India) Ltd into the company with effect from 1st April of the year 2007. During 200708, Fevicol 1K PUR and Fevicol Kwikgrab were introduced by the company to take care of special applications in building construction segment. Pidilite with its whollyowned subsidiaries had acquired assets and business of branded sealants and adhesives from Hardcastle Waud Manufacturing Co. Ltd and associates. The Company had acquired Bhimad Commercial Co. and Madhumala Traders by investing Rs 170,000 each in February of the year 2008. Fevicol has been ranked No. 1 in Household Care Segment in June 2008.The Board of Directors of Pidilite Industries at its meeting held on 10 June 2013 decided to explore induction of a strategic partner for the Synthetic Elastomer Project.On 22 September 2014, Pidilite Industries acquired the adhesive business of Blue Coat Private Limited on a slump sale basis for a cash consideration costing Rs 263.57 crore. On 12 December 2014, Pidilite Industries announced that the company along with its wholly owned subsidiary Pidilite International Pte Ltd. has incorporated a private limited subsidiary company in Ethiopia on 10 December 2014 in the name of Pidilite Chemical PLC for manufacture of adhesives, mastics, paints, varnishes or similar coatings, printing, writing and painting inks etc. The Board of Directors of Pidilite Industries at its meeting held on 30 March 2015 approved investment in equity shares of Nina Waterproofing Systems Private Limited. The proposed shareholding of the company in Nina will be 70%, thereby making Nina a subsidiary of the company. The initial investment of Pidilite Industries in Nina will be about Rs 23.33 lakh. The Board has also approved additional investment up to Rs 100 crore in Nina. On 16 April 2015, Pidilite Industries announced that its subsidiary Nina Waterproofing Systems Private Ltd. (NWSP) has acquired the waterproofing business of Nina Concrete Systems Private Ltd. (NCS) on a slump sale basis. PIL holds 70% of the paid up capital in NWSP. The waterproofing business under the brand name NINA was established in 1965. NINA is recognized as one of the leading waterproofing solution contractors in India. NINA has its major presence across the construction spectrum including residential, commercial, industrial, institutional and infrastructure segments. On 25 November 2015, Pidilite Industries announced that the company along with its wholly owned subsidiary Fevicol Company Limited has on 20 November 2015 incorporated a company in the name of Wood Coat Private Limited to be engaged in all types of coatings for wood including wood stains, fillers, primers, wood finish etc. On 30 November 2015, Pidilite Industries announced that Pidilite Lanka (Private) Limited, a step down subsidiary of the company incorporated in Sri Lanka, has acquired from CIC Holdings PLC, the Chemifix trade mark and other brands associated with PVAC Adhesives business along with the commercial and technical knowhow relating to PVAC Adhesive business. CIC Holdings PLC is a large conglomerate in Sri Lanka and is involved in number of segment in Sri Lanka such as chemicals, fertilizers, pharmaceuticals, agri chemical, food products etc. On 25 April 2016, Pidilite Industries announced that its Board of Directors has approved execution of definitive agreements with INDUSTRIA CHIMICA ADRIATICA SPA (ICA), a leading wood finish manufacturer based in Italy. As part of the joint venture, Pidilite Industries along with its wholly owned subsidiary Fevicol Company Limited, will hold 50% of the shareholding in Wood Coat Private Limited (the joint venture company) and the remaining 50% of the shareholding will be held by ICA and Italcoats, a partnership firm and distributor of ICA wood finishes in India. The joint venture company will initially engage in high technology wood finish business in India and other select countries. Wood Coat Private Limited is currently a wholly owned subsidiary of Pidilite Industries. The joint venture company will acquire the current wood finish distribution business of Italcoats and will be exclusive distributor of ICA wood finishes in India and other select countries. The joint venture company will also acquire technology and knowhow for manufacture of select wood finish products from ICA and shall be entitled to manufacture ICA wood finishes for marketing, distribution and sales in India and other select countries. Pidilite Industries Board of Directors has approved an equity investment of up to Rs 63.75 crore on or before 15 May 2016 and a further equity investment of up to Rs 62.50 crore in accordance with the business requirements of the joint venture company. On 16 June 2016, Pidilite Industries informed stock exchanges that its two wholly owned subsidiaries Pidilite International Pte. Ltd and Pidilite Middle East Ltd, have acquired shares of Nebula East Africa Private Limited (NEAPL), a company incorporated in Kenya. With this acquisition, the wholly owned subsidiaries of the company hold 100% of the paid up share capital (which is Kenyan Shillings 100,000) equivalent to approximately USD 1000 in NEAPL. NEAPL is proposed to be engaged in the business as manufacturers, importers, exporters, buyers, sellers etc. in adhesives, sealants, and all other products used for making or producing adhesives and sealants. The Board of Directors of Pidilite Industries at its meeting held on 26 December 2017 approved buyback proposal for purchase by the company of its own fully paid up equity shares of Re 1 each not exceeding 50 lakh equity shares (being 0.975% of the total paid up equity capital of the company) at a price of Rs 1000 per share for an aggregate amount of up to Rs 500 crore. The proposed buyback will be through the tender offer route.On 9 February 2018, Pidilite Industries announced that it has completed the acquisition of 70% equity shares of CIPY Polyurethanes Pvt. Ltd. CIPY is engaged in the business of manufacture and sale of floor coatings using polyurethanes, epoxies, polyurea and polyaspartic polymers. CIPY is one of the wellknown floor coating companies in India. The nature of consideration will be cash being an amount of Rs 96.40 crore in aggregate payable to the existing shareholders of CIPY for the purchase of a portion of the shares held by them in CIPY. The acquisition will help Pidilite Industries to participate in the growth of the resin flooring and floor coatings market. The turnover of CIPY was Rs 110.40 crore for the year 201617. Earlier, the Board of Directors of Pidilite Industries at its meeting held on 5 January 2018 approved acquisition of 70% equity shares of CIPY Polyurethanes Pvt. Ltd.On 7 March 2018, Pidilite Industries announced that it has entered into a collaboration with Jowat SE, a German familyowned enterprise and one of the leading suppliers of industrial adhesives worldwide. As part of the collaboration, Pidilite will now exclusively handle sales and distribution of the entire range of Jowat adhesives in India and other neighboring countries including Sri Lanka, Bangladesh, and Nepal. In addition to this, the two companies have also entered into a technical collaboration encompassing the high growth, specialised category of Hot Melt adhesives. This will provide a comprehensive range of Thermoplastic Hot Melt adhesives for use in several industrial, and modular and other wooden furniture segments.The total capital expenditure during the FY2019 was Rs 186.23 crore, spent on fixed assets for various manufacturing units, offices, laboratories, warehouses and on information technology.During the year 201819, investment of Rs 61.04 crore (previous year Rs 151.19 crore) was made in the subsidiaries. Of this, Rs 26.24 crore was invested in the overseas subsidiaries and Rs 34.80 crore in the domestic subsidiaries.The investments in overseas subsidiaries were in Pidilite Middle East Ltd (Rs 5.31 crore) and Pidilite International Pte Ltd (Rs 4.17 crore) for onward investments in their step down subsidiaries and Pulvitec do Brasil Industria e Comercio de Colas e Adesivos Ltda (Rs 9.35 crore) and in newly incorporated subsidiary Pidilite Ventures LLC (Rs 7.41 crore).The investments in domestic subsidiaries were in ICA Pidilite Pvt. Ltd. (Rs 26.64 crore) and Cipy Polyurethanes Pvt. Ltd. (Rs 8.16 crore).During the FY2019, Percept Waterproofing Services Limited (Percept) (80% subsidiary of the Company) was merged with Nina Waterproofing Systems Private Limited (Nina) (70% subsidiary of the Company), pursuant to the Honble National Company Law Tribunal, Mumbai Bench Order dated 11th January 2019 w.e.f. the appointed date i.e. 1st April 2017 and consequently, Percept stands dissolved without winding up. Further, post the said merger w.e.f. 27th March 2019, Ninas name was changed to AEKAM Construction Specialties Private Limited (AEKAM) and w.e.f. 15th April 2019, AEKAM is known as Nina Percept Private Limited. Accordingly, the Companys investment in Percept is merged with Nina Percept Private Limited and the Company now holds 71.53% stake in the merged entity.The Company incorporated a wholly owned subsidiairy in USA, Pidilite Ventures LLC, which shall be engaging mainly in the investments in early stage operating companies in USA. Pidilite Lanka (Private) Limited (Pidilite Lanka) (a step down subsidiary of the Company in Sri Lanka) has entered into an agreement with Nina Waterproofing Systems Private Limited now known as Nina Percept Private Limited (Nina) and Nina Lanka Construction Technologies (Pvt) Ltd (Nina Lanka) (a wholly owned subsidiary of Nina in Sri Lanka and also a step down subsidiary of the Company) to acquire up to 40% of the share capital in Nina Lanka. As on 31st March 2019, Pidilite Lanka has acquired 25.2% stake in Nina Lanka. Pidilite International Pte. Ltd., a wholly owned subsidiary of the Company in Singapore, alongwith Crown Classics Limited, a company in Kenya, has promoted a joint venture company in Kenya namely Pidilite East Africa Limited (PEAL) to carry on business of construction chemicals and waterproofing material. PEAL, by virtue of control, is a stepdown subsidiary of the Company. Fevicol was awarded the Evergreen Brand Award at the Pitch (Magazine) Top 50 Brands Awards 2019. The Fevicryl Colours bus shelter on World Colouring Book Day won a Bronze at the Neon OOH 2019 outdoor advertising awards. The total capital expenditure during the FY2020 was Rs 369.03 crore (previous year Rs 186.23 crore) primarily spent on fixed assets for various manufacturing units, offices, laboratories, warehouses and on information technology.During the year 201920, investment of Rs 146.18 crore (previous year Rs 61.04 crore) was made in subsidiaries. Of this, Rs 127.08 crore was invested in domestic subsidiaries and Rs 19.10 crore in overseas subsidiaries.The investments in domestic subsidiaries were in Madhumala Ventures Pvt. Ltd. (formerly known as Madhumala Traders Pvt. Ltd.) amounting to Rs 126.47 crore and in newly incorporated subsidiaries namely Pidilite Litokol Pvt Ltd (Rs 0.60 crore) and Pidilite Grupo Puma Manufacturing Ltd (Rs 0.01 crore).The investments in overseas subsidiaries were in Pidilite International Pte Ltd., Singapore (Rs 18.03 crore), Pidilite Chemical PLC, Ethiopia (Rs 0.75 Crore) and Pidilite Industries Egypt SAE (Rs 0.32 crore).During the FY2020,the Company along with Litokol S.p.A, Italy has incorporated a joint venture subsidiary in the name of Pidilite Litokol Private Limited (PLPL) on 7th October 2019 to carry on the business of chemicals epoxy grouts, chemical based products etc. The Company holds 60% of the paid up share capital and has management control of PLPL.The Company alongwith Corporacion Empresarial Grupo Puma S.L., Spain has incorporated a joint venture subsidiary in the name of Pidilite Grupo Puma Manufacturing Limited (PGPML) on 13th January 2020 to carry on the business of manufacturing, processing and distribution of technical mortars and other materials used in construction. The Company holds 50% of the paid up share capital and has management control of PGPML. Nina Percept Private Limited (NPPL), subsidiary of the Company along with Pidilite Speciality Chemicals Pvt Ltd (PSCB), a step down subsidiary of the Company, has incorporated a company on 29th January 2020, in Bangladesh namely Nina Percept (Bangladesh) Pvt Ltd. to carry on the business of roofing and waterproofing services in Bangladesh. NPPL holds 99% of the paid up share capital of Nina Percept (Bangladesh) Pvt. Ltd and the balance 1% is held by PSCB The Company alongwith Chetana Expotential Technologies Pvt Ltd, Bangalore has incorporated a joint venture company in the name of Pidilite CTechos Walling Limited (PCWL) on 5th March 2020, to carry on the business of construction of building works or any other structural or architectural work of any kind using CTechos wall technology, manufacturing of ACC panels and other ancillary products. The Company holds 60% of the paid up share capital and has management control of PCWL. The Company has, for operational convenience and synergies, entered into a business transfer agreement for acquiring the business of wholly owned entity, M/s. Nitin Enterprise (a partnership firm having two partners, both of which are wholly owned subsidiaries of the Company) on a slump sale basis for a cash consideration of an amount not exceeding Rs 18.50 crore subject to necessary approvals. The acquisition process is likely to be completed during the financial year 202021. Madhumala Ventures Pvt Ltd (formerly known as Madhumala Traders Pvt Ltd), a wholly owned subsidiary of the Company, has made three strategic investments in relevant startups in the domain of home dcor, furnishings, painting and waterproofing aggregating to Rs 122.48 crore. With these investments, the Company intends to support and collaborate with these start ups for mutual benefits.Pursuant to a Share Purchase Agreement executed with Tenax S.p.A, Italy, Company acquired 70% of Share Capital of Tenax India Stone Products Pvt. Ltd. for a cash consideration of approx. Rs 80 crore, which was completed on 28th May 2020. The Company has acquired 70% stake in equity shares of Tenax India Stone Products Pvt. Ltd (Tenax) from Tenax SPA Italy thereby making Tenax a subsidiary of the Company on 28th May 2020. The Board of Directors at its meeting held on 28th October 2020, approved a definitive agreement with Huntsman Group (USA) to acquire 100% stake in one of the subsidiary in India namely Huntsman Advanced Materials Solutions Private Limited (HAMSPL) for a cash consideration of approximately Rs. 2,100 Crore.During the year 2021, Company acquired 100% shares of Huntsman Advanced Materials Solutions Private Limited (HAMSPL), for cash consideration of Rs. 2,196.46 crores, which was completed on 3rd November 2020. HAMSPL has become a subsidiary of Company and the name of said subsidiary has been changed to Pidilite Adhesives Pvt. Ltd. with effect from 13th January 2021.The Company acquired the balance 30% stake in its subsidiary, namely Cipy Poly Urethanes Pvt. Ltd. (CIPY) by purchasing 28,249 equity shares from certain other shareholders of CIPY, for a cash consideration of Rs. 60.49 crores. This acquisition process completed on 22nd April 2021 and consequently, CIPY became a wholly owned subsidiary of the Company. It acquired the business of wholly owned entity, M/s. Nitin Enterprise, (a Partnership Firm having two partners, both of which are wholly owned subsidiaries of Company).During year 202122, Scheme of Amalgamation of Pidilite Adhesives Private Limited (PAPL) with the Company was approved by Honble National Company Law Tribunal, Mumbai Bench on 7th March, 2022, which is effective from 1st April, 2022, being the Appointed Date and hence PAPL stands dissolved. Scheme of Amalgamation of Cipy Polyurethanes Private Limited (CIPY) with the Company was approved by the Honble National Company Law Tribunal, Mumbai Bench on 23rd March, 2022, which is effective from 1st April, 2022, being the Appointed Date. The Company has completed the statutory requirements with the Ministry of Corporate Affairs and hence CIPY stands dissolved. The Company through its subsidiary Madhumala Ventures Pvt. Ltd. made investments in earlystage companies which would augment its capabilities.The 2 subsidiaries, Pidilite CTechos Pvt. Ltd. and Pidilite Grupo Puma Pvt. Ltd. have been struck off by Registrar of Companies during the FY202122 in absence of any business, since their incorporation.During the year 202223, Pidilite Adhesives Pvt. Ltd (PAPL) and Cipy Polyurethanes Pvt. Ltd (CIPY) were merged with the Company through Scheme of Merger, which became effective from 1st April 2022, the Appointed Date. Solstice Business Solutions Pvt. Ltd (SBSPL) was incorporated as the New Wholly Owned Subsidiary of Pidilite Ventures Private Limited, which is a wholly owned subsidiary of the Company during 202223.