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You can view full text of the latest Director's Report for the company.

BSE: 543686ISIN: INE792Z01011INDUSTRY: Paints/Varnishes

BSE   ` 318.25   Open: 319.95   Today's Range 315.65
320.75
+1.30 (+ 0.41 %) Prev Close: 316.95 52 Week Range 283.50
443.90
Year End :2022-03 

The Board of Directors is pleased to present the Seventeenth Annual Report on the business and operations of Sirca Paints India Limited ("SPIL" or the "Company”) together with the audited financial statements (standalone and consolidated) for the financial year 2021-22.

FINANCIAL RESULT

(In Lakhs)

Particulars

Standalone

Consolidated

Year Ended 31.03.2022

Year Ended 31.03.2021

Year Ended 31.03.2022

Year Ended 31.03.2021

Revenue from operations

20,002.49

14,318.36

20,002.49

14,318.36

Other Income

440.14

1,414.51

440.14

1,414.51

Total Income

20,442.64

15,732.87

20,442.64

15,732.87

Profit before tax

3,795.41

2,258.80

3,794.88

2,255.47

Less: Tax Expenses

1,022.69

598.29

1,022.55

597.24

Profit for the year

2,772.72

1,660.51

2,772.33

1,658.23

Other comprehensive income / (loss)

20.54

4.79

20.54

4.79

Total comprehensive income for the year

2,793.26

1,665.30

2,792.87

1,663.02

Earnings per share of R 10 each

Basic (in R)

10.12

6.06

10.12

6.05

Diluted (in R)

10.12

6.06

10.12

6.05

COMPANY'S PERFORMANCE REVIEW

During the Financial Year 2021-22:

Standalone Accounts

» Total revenue during the year 2022 was R 20,002.49 Lakhs as compared to R 14,318.36 lakhs during the year 2021- an increase of 39.70%;

» Profit after tax was R 2,772.72 Lakhs during the year 2022 as compared to R 1,660.51 Lakhs during the year 2021- an increase of 66.98%

» Basic earnings per share (of face value of ? 10/- each) was ? 10.12 for the year 2022 as compared to ? 6.06 for the year 2021, an increase of 67%

Consolidated Accounts

» Total revenue during the year 2022 was R 20,002.49 Lakhs as compared to R 14,318.36 Lakhs during the year 2021- an increase of 39.70%;

» Profit after tax was R 2,772.33 Lakhs during the year 2022 as compared to R 1,658.23 Lakhs during the year 2021- an increase of 67.19%

» Basic earnings per share (of face value of ? 10/- each) was ? 10.12 for the year 2022 as compared to ? 6.05 for the year 2021, an increase of 67.27%

The state of affairs of the Company is presented as part of

Management Discussion and Analysis Report forming part of

this report.

SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

DIVIDEND

The Board of directors of the Company has recommended a final dividend of ? 2/- per equity share of ? 10/- each (20% of Face Value) at its meeting held on 26th May, 2022 for the Financial Year 2021-22. In terms of the provisions of the Finance Act, 2020, dividend shall be taxed in the hands of the shareholders and the Company shall withhold tax at source at the applicable rates. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting ('AGM') of the Company to those members whose names appeared on the Register of Members of the Company on the record date.

The Board of Directors of the Company in line with provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution Policy. The Dividend Distribution policy is uploaded on Company's website and can be accessed at the link https:// www.sircapaints.com/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf

RESERVES

During the year under review, no amount has been transferred to any of the reserves by the Company.

SHARE CAPITAL

There has been no increase / decrease in the Authorised Share Capital as well as Issued, Subscribed and Paid-up share capital of the Company during the year under review.

As on 31st March, 2022, the Authorized share capital of the Company was ? 32,00,00,000/- divided into 3,20,00,000 equity shares of face value of ? 10 each.

The Issued, Subscribed and Paid-up share capital of the Company as on 31st March, 2022 was ? 27,40,44,000/- divided into 2,74,04,400 equity shares of face value of ? 10 each

DEPOSIT

During the year under review, the Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2021-22. There were no unclaimed or unpaid deposits lying with the Company

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR There has been no change in the nature of business during the year. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

CHANGE OF THE REGISTERED OFFICE

During the year under review, the Company has changed its Registered Office from Plot No. 50, Phase-2, Badli, Industrial Area, Delhi-110042 to the New Premises G-82, Kirti Nagar, Delhi-110015 w.e.f. 9th October, 2021.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2022, there were Eight (8) Directors on the Board of the Company, consisting of Four (4) Independent Directors, Two (2) Non-Executive Directors (1 of whom is part of the Promoter Group), Two (2) Executive Directors (both are part of the promoter group). Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2022 are:

i. Mr. Sanjay Agarwal- Chairman and Managing Director,

ii. Mr. Apoorv Agarwal- Joint Managing Director,

iii. Ms. Shallu-Chief Financial Officer, and

iv. Mr. Suraj Singh- Company Secretary & Compliance Officer of the Company.

During the year under review, the following changes took place in the office of directors of the Company.

Mr. Sanjay Agarwal was re-appointed as director liable to retire by rotation at the Annual General Meeting held on 6th August, 2021.

Mr. Chahat Mahajan resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 9th November, 2021 and Mr. Suraj Singh was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 9th November, 2021.

Details of Directors proposed to be re-appointed at the ensuing Annual General Meeting are as follows:

a. At the ensuing Annual General Meeting, Mr. Gurjit Singh Bains (DIN: 01977032), Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of the Company and being eligible, offers himself for reappointment as director of the Company.

b. Mr. Sanjay Kapoor, Non- Executive Independent Director of the Company is proposed to be reappointed as NonExecutive Independent Director of the Company, pursuant to the provisions of Section 149 of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred as "Listing Regulations”) at the ensuing Annual General Meeting for the second term of five years commencing from 14th December, 2022.

c. On the recommendation of the Nomination &

Remuneration Committee, the Board of Director of the Company, has re-appointed Mr. Sanjay Agarwal as Chairman Cum Managing Director of the Company for a period of Five years i.e. w.e.f. 14th November, 2022 to 13th November, 2027, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

d. On the recommendation of the Nomination &

Remuneration Committee, the Board of Director of the Company, has re-appointed Mr. Apoorv Agarwal as Joint Managing Director of the Company for a period of Five years i.e. w.e.f. 14th November, 2022 to 13th November, 2027, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The brief profiles of Mr. Sanjay Agarwal, Mr. Apoorv Agarwal, Mr. Sanjay Kapoor forms part of the notice of the ensuing Annual General Meeting of the Company.

No director of the Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 (Hereinafter referred as "the Act”) and the Listing Regulations.

On the basis of the declarations submitted by the Independent Director of the Company, the Board of Directors have opined that the Independent Director of the Company fulfil the required criteria as defined under Section 149(6) of the Act and the Listing Regulations.

Declaration of Director's Independence

As on date of this report, the Board comprises of 8 (Eight) Directors. The composition includes 4 (Four) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

The Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1)

(b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

Director's Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.

The Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at the following Link: https://www.sircapaints.com/investors/#policies

Number of meetings of the Board

The Board of the Company and its Committees meet at regular intervals to discuss, decide and supervise the various business policies, business strategy, Company's performance and other statutory matters. During the year under review, the Board has met Seven times. The details of the meeting of the Board and its Committees are given in the Corporate Governance Report, which forms part of this Report. The intervening gap between two Board Meetings did not exceed 120 days.

Committees of the Board

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders' Relationship Committee

E. Risk Management Committee

Details of the composition of the Committees and changes therein, terms of reference of the Committees and other

requisite details are provided in the Corporate Governance Report, which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment &Re - appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

BOARD AND DIRECTOR'S EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI”).

Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A meeting of the independent directors was held on 24th March, 2022 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organization

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 24th March, 2022, without the attendance of nonindependent Directors and members of Management.

In addition, the Company encourages regular meetings of its independent directors to update them on Strategies of the Company. At such meetings, the Head of the Departments of the Company make presentations with respect to the Business Vertical which they are heading. Such Meeting was conducted on 24th March, 2022

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has in place a structured induction and familiarization programme for all its directors including the Independent Directors. They are updated on all business related issues and new initiatives. They are also invited in management level business review meetings so as to step back and assist the executive management. They are also informed of the important policies of the Company including the 'Code of Conduct for Directors and Senior Management Personnel' and the 'Code of Conduct for Prevention of Insider Trading.'

LISTING OF SHARES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited ('NSE'). The due annual listing fees for the financial year 2022-23 has been paid to the Stock Exchange i.e., NSE

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 with respect to directors' responsibility statement, your directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of profit and Loss of the Company for the financial year ended 31st March, 2022;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company's various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

CORPORATE GOVERNANCE REPORT

The Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with the relevant provisions of the Listing Regulations.

Pursuant to the Listing Regulations, as amended, a certificate obtained from a Practising Company Secretary certifying that the Directors of the Company are not debarred or disqualified from being appointed or to continue as directors of the companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs, forms part of the report as Annexure A.

A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy

of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31st March, 2022, the Company has one (1) Subsidiary Company, namely Sirca Industries Limited. Pursuant to Section 129 (3) of the Act read with Rule 5 of Companies (Accounts of Companies) Rules 2014 and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary.

A statement containing the salient features of the financial statement of Subsidiary in the prescribed format AOC-1 is attached as 'Annexure-B' to this report. Further, the Company does not have any Associate, Joint Ventures, hence no information in this regard is required to be furnished

In terms of provisions of Section 136 of the Act separate audited accounts of the subsidiary Companies shall be available on the website of the Company at https://www.sircapaints.com/

CONSOLIDATED FINANCIAL STATEMENT

The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Act have been prepared after considering the audited financial statements of the Company's subsidiary and appear in the Annual Report of the Company for the year 2021-22.

AUDITORS AND AUDITOR'S REPORT Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company at its meeting held on 24th March, 2022 had appointed M/s Mohit Mehta & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2021-22. The Secretarial Audit Report is annexed herewith as Annexure-C.

Further, in terms of the provisions of the Circular No. CIR/ CFD/ CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2022, confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued thereunder, by the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors

M/s Rajesh Kukreja & Associates, Chartered Accountants (FRN: 004254N) the statutory auditors of the Company, will hold office till the conclusion of Seventeenth Annual General Meeting of the Company. The Board has recommended the reappointment of M/s Rajesh Kukreja & Associates, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion

of this Annual General Meeting ("AGM”) scheduled to be held in the year 2022 till the conclusion of Twenty-Second Annual General Meeting, for approval of shareholders of the Company, based on the recommendation of the Audit Committee

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Rajesh Kukreja & Associates. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors Report is unmodified i.e. it does not contain any qualification.

Cost Auditor

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are made and maintained by the Company.

The Board of Directors appointed M/s PAN & ASSOCIATES, Cost Accountants, (Firm Registration Number 003692), as

Cost Auditors to audit the cost accounts of your Company for the Financial Year 2021-22. The Cost Audit Report for the FY 2021-22 will be filed with the Ministry of Corporate Affairs.

Internal Auditor

M/s S Mahajan & Co. (FRN: 033060N),

was re- appointed as Internal Auditor of the Company at the Board Meeting held on 20th June, 2022, to conduct the Internal Audit for the Financial Year 2021- 22.

During the period under review, M/s S Mahajan & Co., performed the duties of internal auditor of the Company and his report is reviewed by the Audit Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.sircapaints.com/ investors/#policies

BUSINESS RESPONSIBILITY STATEMENT

The Business Responsibility Report of the Company for the financial year ended 31st March, 2022 as required under Regulation 34(2)(f) of the Listing Regulations forms part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal financial control systems are commensurate with its size and nature of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business. These controls have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, adherence to the Company's policies, safeguarding of assets from unauthorized use and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

OTHER STATUTORY DISCLOSURES Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Management & Administration) Rules, 2014, the Annual Return of the Company for FY 2021-22 is available on the website of the Company at :- https://www. sircapaints.com/

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company's website https://www. sircapaints.com/

Vigil Mechanism / Whistle Blower Policy

In order to provide a mechanism to employees of the company to disclose any unethical and improper practices or any other alleged wrongful conduct in the Company and to prohibit managerial personnel from taking any adverse action against those employees, the Company has laid down a Vigil Mechanism also known as Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism or Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

Significant and Material Orders

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

Particulars of Loans, Guarantees or Investments Made U/s 186 of the Act

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

The Company has always been committed to good corporate governance practices, including in matters relating to Related Party Transactions (RPTs). Endeavour is consistently made to have only arm's length transactions with all parties including Related Parties. The Board of Directors of the Company had adopted the Related Party Transaction Policy regarding materiality of related party transactions and also on dealings with Related Parties in terms of Regulation 23 of the Listing Regulations and Section 188 of the Act. The policy is available at the following weblink: https://www.sircapaints.com/ investors/#policies

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were in the ordinary course of business of the Company and on an arm's length basis. Details of particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in form AOC-2 has been enclosed as Annexure-E to the Directors' Report as required.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

Particulars of Employees

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure-F and forms part of this report.

Further, as required under the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employees are set out in Annexure- G and forms part of this report.

Conservation of Energy & Technology Absorption foreign exchange earnings and outgo

Environmental sustainability is embedded in the Sirca Environmental Policy which reflects that the Company pursues the path of Industrial development in harmony with the environment. As part of long-term sustainability, your Company ensures that the products, packaging and operations are safe for employees, consumers, stakeholders and the environment. Your Company ensures this with a focus on technologies, processes and improvements that matter for the environment. As an organization, your Company is committed to the goal of sustainable and inclusive growth.

The Company's manufacturing units are ISO 9001 quality management system, ISO 14001 Environment Management System, ISO 45001, Occupational Health and Safety.

The Company measures progress in energy management through various key indicators of specific power consumption, specific fuel consumption, percentage outage, power cost, power losses etc.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo

stipulated under Section 134 (3) (m) of the Companies Act,

2013 read with Rule 8 of The Companies (Accounts) Rules,

2014 are as follow:

» Conservation of Energy Measure Taken

The manufacturing units of the Company have continued their efforts to reduce their energy consumption and the new plants of Nathupur and Rai nearby Sonipat, Haryana have also followed the suit.

1. Some of the key measures taken by all the manufacturing plants are as below:

• Use of Energy efficient motors for all new projects

• Pressure based pumping system for utility pumping

• Elimination of compressed air in packing for vacuum application

• Use of Energy Efficient aluminum Air piping solution to reduce friction losses

• LED lighting for all plants

• Utility using electric pallets to save fuel and run with the clean solar energy

• STP treated water reused for gardening/ toilet flushing

• ETP treated water reused for utility make-up

• Stripping water recycling in tanker cleaning

• Air Dust Collector to clean the environment inside factory

• Fume suction system to recover and remove the hazardous fumes from the factory environment.

• All the utilities are noise free pollution.

2. Alternate Sources of Energy

• Sirca Paints initiated plans to install Solar panels in roof, under outsourced model, which was dismantled due to an unfortunate fire incident occurred in the Factory premises.

• Replacement of high power consuming conventional lights with LED Lights.

» Technology Absorption

A. Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company:

a) New products development in wood coating.

b) Anti-bacterial paint for interior wall application.

c) Development of direct to metal finishes for general industries

d) Collaborative work with academic institutions and vendors and customers

e) Competitor sample evaluation and benchmarking

f) Support to customers for smooth introduction of new shades & products on running production line

g) Training to customers on paint Technology & Application to upgrade knowledge & skill

h) Upgradation of processes for cycle time reduction and energy saving

i) High solid resin

2. Benefits derived out of the above work:

Development of new products for different applications.

i) Decorative Products:

• Polyester paint for interior-exterior application.

• Low cost exterior with gloss, rich look and smoother finish.

• Economy exterior emulsion which is resistant to chalking, flaking, fading and prevent fungi and algae growth.

• Quick drying, anti-rust, anti-yellowing durable coating system.

• Economical elastomeric base coat.

ii) Industrial products:

• Polyurethane coating with extended durability and weather ability.

• Mono coat polyurethane finish with higher productivity and energy savings for GI.

• Direct to metal finish for auto and GI sector.

• Moisture cured heat resistance coating for GI.

• High Solid Acrylic Polyol coatings for wood and metals.

• Glass coating development for decorative and industrial purpose

• Acrylic coating for decorative and industrials sector.

3. Future Plan of Action:

To develop new products based on advanced technology as per anticipated market need. Special focus will continue towards developing safe and user friendly products with superior performance.

B. Technology Absorption, Adoption and Innovation:

(i) Efforts, in brief, made towards technology absorption, adoption and innovation

You company has entered into a Technical Knowhow agreement dated 16th February, 2018 with SI RCA S.P.A. This agreement was signed for providing better products to the end users at economical range.

(ii) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc

Full understanding of the technology helped the Company to identify better process knowledge and simulation facilitated achievement of higher production volumes, quality improvement and energy conservation.

» Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings and Outgo During the Reporting Period

(Amount in Lakhs)

Foreign exchange inflows

127.03

Foreign exchange outflows

6,013.48

Prevention of Sexual Harassment at Workplace

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”), the Company has adopted a "Policy on Appropriate Social Conduct at Workplace”. The Policy is applicable for all employees of the organization, which includes corporate office, manufacturing locations, branches, depots, etc. The Policy is applicable to non-employees as well i.e. business associates, vendors, trainees etc.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act to redress complaints received on sexual harassment as well as other forms of verbal, physical, written or visual harassment.

During the year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, The Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Stock Options Plans

During the financial year under review the Company does not have any stock option plan in force

Human Resource Management

The Company believes in creating an enabling environment for employees to grow and contribute to its overall objective. The employees are provided with adequate learning and development opportunities to sharpen their skillset and drive the performance of the Company. The Company engages with the employees across platforms to strengthen employee stickiness. As on 31st March, 2022, the Company has 395 permanent employees.

Suspension of Securities of the Company

The securities of the Company have not been suspended from trading of the stock exchange.

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof

There are no such events occurred during the period from 1st April, 2021 to 31st March, 2022, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

Deviation(s)/Variation(s) in Use of Proceeds from Objects Stated in Offer Document

Pursuant to Regulation 32 of SEBI Listing Regulations, The Directors of the company confirm that there has been no deviation(s) / variation(s) in the use of proceeds from the Objects stated in the Prospectus for the FY 2021-22.

As on 31st March, 2022 the Company has utilized R 7791.36 Lakhs out of total IPO proceeds amounting to R 7791.36 Lakhs ("total IPO proceeds”), which constitutes 100% of total IPO proceeds.

ACKNOWLEDGMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.