You are here » Home » Companies » Company Overview » Shalimar Paints Ltd

Shalimar Paints Ltd.

BSE: 509874 Sector: Consumer
NSE: SHALPAINTS ISIN Code: INE849C01026
BSE 00:00 | 22 Oct 91.75 -0.45
(-0.49%)
OPEN

92.15

HIGH

93.55

LOW

91.20

NSE 00:00 | 22 Oct 91.65 -0.65
(-0.70%)
OPEN

92.60

HIGH

93.70

LOW

91.10

OPEN 92.15
PREVIOUS CLOSE 92.20
VOLUME 10877
52-Week high 126.00
52-Week low 64.60
P/E
Mkt Cap.(Rs cr) 498
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 92.15
CLOSE 92.20
VOLUME 10877
52-Week high 126.00
52-Week low 64.60
P/E
Mkt Cap.(Rs cr) 498
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shalimar Paints Ltd. (SHALPAINTS) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the businesses and operations ofyour Company (‘the Company' or ‘Shalimar') along with the audited financialstatements (Standalone and Consolidated) for the financial year ended March 31 2020. Theconsolidated performance of the Company and its subsidiaries has been referred to whereverrequired.

Financial performance

(Rs. in lakhs)
Description 2019-20 2018-19
Standalone Consolidated Standalone Consolidated
Revenue from Operations & Other Income 34526.66 34497.82 28991.90 28965.19
Expenses other than Depreciation and Finance Cost 37737.33 37737.73 34932.09 34932.87
Profit before Exceptional Items Depreciation Fi- nance cost & tax (3210.67) (3239.92) (5940.19) (5967.68)
Add:
Exceptional Items 694.89 694.89 (1567.77) (1567.77)
Less:
Finance Cost 1985.25 1985.25 2504.86 2504.86
Depreciation & Amortisation expenses 1083.81 1085.40 875.91 (877.50)
Profit before tax (5584.82) (5615.66) (10888.73) (10917.81)
Provision for taxation
Current Tax
Deferred Tax (1797.22) (1797.22) (2731.69) (2740.27)
Profit (Loss) after tax (3787.60) (3818.44) (8157.03) (8177.54)
Other Comprehensive Income 14.56 14.56 (57.43) (57.43)
Balance carried to Balance Sheet (3773.04) (3803.88) (8214.46) (8234.97)

Results of our operations and state of affairs for financial year 2019-20

Your Company during the year under review suffered a loss (Total loss) of Rs.3773.04/- Lakhs as against loss (Total comprehensive loss) of Rs.8214.46 /- Lakhs in theprevious year. The revenue from operations and other income of the Company for thefinancial year 19-20 stood at Rs.34526.66/- Lakhs as against Rs.28991.90/- Lakhs in theprevious year.

Decorative Paints Segment

Decorative paints are generally used for painting of domestic office and otherbuildings mainly for enhancement of aesthetic look & protection. Our Companymanufactures and markets wide range of decorative paints for interior and exteriorsurfaces – concrete plaster metal or wood etc. We have created established brandlike Weather Pro Xtra Tough premier Shaktiman exterior emulsion specially designed forexterior surfaces. We have wide range of interior emulsions brand like Signature luxuryemulsion Stay Clean interior emulsion Superlac Advance No.1 Silk and Master interioremulsion & NO.1 Distemper. Shalimar enjoys established brand in solvent based productrange like Superlac Hi Gloss synthetic enamel Superlac satin enamel lustre finish. OurCompany's range of water based paints come with no added lead or mercury and with nearzero VOC (Volatile Organic Component).

Industrial Paints Segment

Shalimar manufactures and markets industrial coatings to cater Protective coatingsector Product Finish (OEM GENERAL INDUSTRIAL SECTOR) Range of marine paints includingantifouling paints Packaging coatings for metal decoration including food can lacquers areestablished products running successfully in different coating lines for years.

Industrial paints can again be classified into Heavy Duty Protective Coating GICoating Packaging Coating and Marine Coatings and primarily used for protect thestructure from deterioration through corrosion and then beautification. Shalimar isactively involved in providing solution through their expert team to mitigate corrosion byrecommending the appropriate coating systems.

Nature of Business

We are engaged in the business of manufacturing of paints.

Dividend

In view of the losses incurred during the year under review the Board did notrecommend any dividend.

Standalone/Consolidated Financial Statement

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Standalone as well as Consolidated Financial Statements ofthe Company with applicable Accounting Standards are approved by the Board of Directors ofthe Company. The Consolidated Financial Statements together with the Auditors' Report formpart of this Annual Report.

Operations and Business Performance

Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of this report.

Share Capital

The Company has allotted 658872 equity shares to Hind Strategic Investments-Promoterof the Company on April 08 2019 through preferential allotment pursuant to the conversionof ECB Loan into Equity. As present the paid-up share capital of the Company isRs.108600518/- divided into 54300259 Equity Shares of Rs.2/- each.

General Reserves

The Company has not transferred any amount to the General Reserve during the financialyear ended March 31 2020.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

• The Company has allotted 658872 equity shares to Hind Strategic Investments -Promoter of the Company on April 08 2019 through preferential allotment pursuant to theconversion of ECB Loan into Equity.

• The Company has got the listing and trading permission from BSE Limited andNational Stock Exchange of India Limited in respect of shares allotted pursuant topreferential allotment.

Transfer of amount to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall be transferred to the IEPFAuthority. Accordingly the Company has transferred the unclaimed and unpaid dividends ofRs.443820.00/- (Rupees Four Lac Forty Three Thousand Eight Hundred and twenty Only) tothe IEPF.

Tinting Systems

Tinting is a vital element of the paint manufacturing process. The Company continuedwith its policy of installation of tinting systems in various retail outlets across thecountry with a view to increase the demand for its high value products especially waterbased products.

Tinting is an economic way of producing a virtually unlimited number of paint colors tomeet the exact needs of each individual customer large or small.

ISO Certifications

Presently Sikandrabad plant of the company certified for Quality Management System-ISO9001.

Credit Ratings

The Company has been accorded credit rating of CARE BB+ for long term bank facilitiesand CARE A4+ for short term bank facilities by CARE Ratings Limited on December 24 2019.

Employee Stock Option Plan (ESOP)

There were no shares offered by the company pursuant to Employee Stock Option Scheme2013 i.e. ‘ESOP 2013' of the Company during the financial year under review. Areport as required under the SEBI (Share Based Employee Benefits)

Regulations 2014 and as per the provisions of section 62(1)(b) of the Companies Actread with rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 and otherapplicable Regulations is annexed as ‘Annexure A' to this report.

Directors and Key Managerial Personnel Appointments/ Re-appointments

During the year under review -

Mr. Ashok Kumar Gupta was appointed as a Managing Director (Executive Non- Independent)of the Company in the Board Meeting held on December 27 2019. Further his appointmentwas approved by the members of the Company through Postal Ballot on April 14 2020.

Mr. Ashok Kumar Agarwal was appointed as Non-Executive Independent Director of theCompany in the Board Meeting held August 12 2019. His appointment was ratified by themembers of the Company at 117th Annual General Meeting held on September 26 2019.Mr.Sanjay Kumar Gupta was appointed as Non-Executive Independent Director of the Companyin the Board Meeting held December 27 2019 Ms. Shruti Srivastava was appointed asNon-Executive Independent Director of the Company through Resolution by Circulation onFebruary 20 2020 and Mr. Alok Perti is re-appointed as Non-Executive Independent Directorw.e.f June 30th 2020 and shall hold office up to the ensuing Annual General Meeting.

Your Board recommends their appointments as the Director in the ensuing AGM.

A brief profile of the Directors proposed to be appointed and re-appointed as requiredunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appendedas an Annexure to the Notice of the ensuing AGM. The Board recommends the same for theapproval of the shareholders of the Company. Mr. Gautam was appointed as Company Secretary& Compliance Officer of the Company in the Board Meeting held on August 12 2019.

Declaration by Independent Directors

The Company has received necessary declarations from each Independent Director undersection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications competenciespositive attributes and independence for the appointment of Director (Executive/Non-Executive) and also the criteria for determining the remuneration of the DirectorsKey Managerial Personnel and other employees. The detailed policy is available on theCompany's website link at: https://www.shalimarpaints.com/uploads/Nomination_ and_Remuneration_ Policy. pdf

Performance Evaluation

In compliance with the applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors on recommendation of the Nomination and Remuneration Committee has approved andadopted the Evaluation Policy setting out the process format attributes and criteria forthe performance evaluation of the Board Board Committees and Individual Directors. TheDirectors carried out the annual performance evaluation of the Board Committees of Boardand individual Directors along with accessing the quality quantity and timeliness of flowof information between the Company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. The performance evaluation ofindependent directors was done by the entire Board of Directors excluding the directorbeing evaluated.

Directors were evaluated on various aspects including inter alia active participationspecialization on subject and expressing views dissemination of information andexplanation or response on various queries in the meeting. The Independent Directors hadmet separately on February 05 2020 without the presence of Non Independent Directors andthe members of management and discussed inter-alia the performance of Non IndependentDirectors and Board as a whole and the performance of the Chairman of the Company aftertaking into consideration the views of Executive and Non-Executive Directors.

Board and Committee Meetings

During the year under review Board Meetings and Committee Meetings were held and theintervening gap between the meetings did not exceed the period prescribed under the Actthe details of which are given in the Corporate Governance Report.

Subsidiaries

As on March 31 2020 the Company has two subsidiaries namely Shalimar Adhunik NirmanLimited (SANL) and Eastern Speciality Paints & Coatings Private Limited (ESPCPL). Noneof the Companies has become or ceased to be the Company's subsidiaries during the yearunder review.

In accordance with Section 129(3) of the Companies Act 2013 read with Rule 5 ofCompanies (Accounts of Companies) Rules 2014 the Company has prepared consolidatedfinancial statements of the Company and its subsidiaries which form part of the AnnualReport. A statement in Form AOC- 1 containing the salient features of financialstatements of the above mentioned subsidiaries of the Company is annexed as ‘Annexure- B' to this Report.

The audited financial statements of the subsidiary companies are available forinspection at the Company's Registered Office. Any member desirous of obtaining a copy ofsaid financial statements may write to the Company Secretary at Company's RegisteredOffice. The Company does not have any associate and/or joint venture company.

Auditor reports and auditors Audit reports

The Auditors' Report for financial year 2019-20 does not contain any qualificationsreservations or adverse remarks. The Auditors' Report is enclosed with the financialstatements in this Annual Report.

The Secretarial Auditors' Report for financial year 2019-20 does not contain anyqualifications reservations or adverse remarks. The Secretarial Auditors' Report isenclosed as ‘Annexure-C' to the Director's Report in this Annual Report.

As required by the Listing Regulations the auditors' certificate on corporategovernance is forming part to this Director's Report. The auditors' certificate forfinancial year 2019-20 does not contain any qualifications reservations or adverseremarks.

Statutory Auditors

As per Section 139 of the Companies Act 2013 (‘the Act') read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in 115th Annual GeneralMeeting approved the appointment of M/s. A K Dubey & Co. Chartered Accountants (FirmRegistration Number: 329518E) as the Statutory Auditors of the Company for an initialterm of 5 years i.e. from the conclusion of 115th Annual General Meeting till theconclusion of 120th Annual General Meeting of the Company. Pursuant to amendments inSection 139 of the Companies Act 2013 the requirements to place the matter relating tosuch ratification appointment for by members at every annual general meeting has beenomitted with effect from 7th May 2018.

The Report given by M/s. A K Dubey & Co. Chartered Accountants on the financialstatement of the Company for the financial year 2019-20 is part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the financial year 2019-20 the Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134(3)(CA) of the Act.

Secretarial Auditors and Secretarial Standards

The Secretarial Audit was carried out by M/s NSP and Associates Company Secretaries(CP No. 10937) for the financial year 2019-20. The Report given by the SecretarialAuditors is annexed as Annexure –C and forms integral part of this Report. There hasbeen no qualification reservation or adverse remark or disclaimer in their Report. Duringthe financial year 2019-20 the Secretarial Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.

During the financial year 2019-20 your Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

Corporate Social Responsibility

Shalimar has been an early adopter of CSR initiatives. Your Company's overarchingaspiration to create significant and sustainable societal value is manifest in its CSRinitiatives. CSR is traditionally driven by a moral obligation and philanthropic spirit.Through CSR there is a formation of a dynamic relationship between a Company on one handand the society and environment on the other. The CSR Policy of the Company is availableon the Company's website link at: https://www.shalimarpaints.com/uploads/ Corporate_Social_ Responsibility_ Policy. pdf The Annual Report on CSR activities in accordance withthe Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed as ‘Annexure- D' to this Report.

Listing on stock exchanges

The Company's shares are listed on BSE Limited and National Stock Exchange of IndiaLimited

The Company has paid annual listing fees to the respective Stock Exchanges. As thetrading in equity shares of the Company is permitted only in dematerialized form theCompany has made the requisite arrangements with National Securities Depository Limitedand Central Depository Services (India) Limited to enable investors to hold shares indematerialized form.

Risk Management

The purpose of Risk Management is to assist the Board in fulfilling itsresponsibilities with regard to the identification evaluation and mitigation ofoperational strategic and environmental risks. It involves identifying potential eventsthat may affect the Company and formulating strategy to manage these events while ensuringthat the risk exposure remains at the defined appropriate levels. The Company hasdeveloped and implemented comprehensive risk assessment and mitigation procedures as laiddown in the Company's Risk Management Policy duly approved by the Board.

There are no risks identified by the Board which may threaten the existence of theCompany. The detailed Risk Review is provided in the Management Discussion & Analysissection forming integral part of Annual Report. The Risk Management Policy of the Companyis available on the Company's website link at: https://www.shalimarpaints.com/uploads/Risk-Management-Policy.pdf

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

The Board of Directors of the Company had discussed in their meeting about theeffectiveness and appropriateness of a sound Internal Financial Control System alreadyestablished in the Company. They also discussed the strength and weakness of the system.They also discussed the various suggestions recommended by the audit committee with theinternal auditors. Internal audit department provide an annual overall assessment of therobustness of the Internal Financial Control System in the Company.

Audit Committee

Composition of the Audit Committee of the Board along with the details of meetingsheld during the financial year under review and attendance of Committee members at thesaid meetings have been provided in the Corporate Governance Report. All therecommendations made by the Audit Committee during the financial year 2019-20 wereaccepted by the Board.

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspectiveas well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) onsocial environmental and economic responsibilities of business as notified by theMinistry of Corporate Affairs Government of India in July 2011.

The Business Responsibility Report ("BRR") of the Company as per therequirements of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken bythe Company from an environmental social and governance perspective along with all therelated policies can be viewed on the Company's website athttps://www.shalimarpaints.com/uploads/BRR.pdf.

Vigil Mechanism

The Whistle – blower Policy has been approved and adopted by the Board ofDirectors of the Company in compliance with the provisions of Section 177 (10) of theCompanies Act 2013 and Regulation 22 of the Listing Regulations. The Policy also providesprotection to the Directors/ employees and business associates who report unethicalpractices and irregularities. The Whistle Blower Policy of the Company is available onthe Company's website link at: https://www.shalimarpaints.com/uploads/Whistleblower-Policy1.pdf The Code provides for adequate safeguards againstvictimization of director(s)/ employee(s) who avail of the mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases.

Extract of Annual Return

The extract of annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is annexed as Annexure – E and Forms part of this report. The same isavailable on the website of the Company at the link: www.shalimarpaints.com

Significant and Material Orders

There are no significant material orders.

Particulars of Loans Guarantees or Investments

Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2020 are set out in Note 8 9.

Related Party Transactions

All contracts/arrangements/transactions entered by the Company with Related Partieswere in ordinary course of Business and at arm's length basis.

During the year under review the Company has not entered into any contracts/arrangements/transactions with the Policy of the Company on materiality of related partytransactions.

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on Related Party Transactions formulated by theCompany. The details of the related party transactions as per Indian Accounting Standards(IND AS) - 24 are set out in Note 48 to the Standalone Financial Statements of theCompany. Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out in the ‘Annexure-F'to this report. The Related Party Transactions policy of the Company is available on theCompany's website link at: https://www. shalimar paints.com/uploads/Related-Party-Transaction-Policy. pdf

Policy on Prevention of Insider Trading

Pursuant to the amendments in the SEBI (Prohibition of Insider Trading) Regulations2015 the Board of Directors has amended the Code of Internal Procedures and Conduct forRegulating Monitoring and Reporting of Trading by Insiders and Code of Fair Disclosure.The Board has also framed a policy on investigation in case of leak / suspected leak ofunpublished price sensitive information. The Company's Code inter alia prohibits dealingin the shares of the Company by an insider while in possession of unpublished pricesensitive information in relation to the Company and also during certain prohibitedperiods

Sexual Harassment

To foster a positive workplace environment free from harassment of any nature we haveadopted a policy on prevention of sexual harassment at workplace. Our policy assuresdiscretion and guarantees non-retaliation to complainants. We follow a gender-neutralapproach in handling complaints of sexual harassment and we are complaint with the law ofthe land wherever we operate. We also constituted an Internal Complaints Committee (ICC)in all locations across India to consider and address sexual harassment complaints inaccordance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the Calendar year the Company has not received anycomplaint.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the prescribed format and annexedherewith as Annexure-G to this Report. The statement containing particulars ofemployees as required under Section 197(12) of the Act read with Rule 5(2) & (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this Report. Having regard to theprovisions of the second proviso to Section 136(1) of the Act the Annual Report excludingthe aforesaid information is being sent to the members of the Company. The saidinformation is available for inspection at the Registered Office of the Company duringworking hours and any member interested in obtaining such information may write to theSecretarial Department of the Company and the same will be furnished on request.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out in the ‘Annexure-H' to thisreport.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter "ListingRegulations") a Report on Corporate Governance along with Compliance Certificateissued by Practicing Company Secretary is attached as Annexure –I and formsintegral part of this Report (hereinafter "Corporate Governance Report").

Management Discussion and Analysis Report

Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report. It speaks about theoverall industry structure global and domestic economic scenarios developments inbusiness operations/ performance of the Company's various businesses viz. decorativebusiness international operations industrial and home improvement business internalcontrols and their adequacy risk management systems and other material developmentsduring the financial year 2019-20.

Directors' Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) (to the extent notified) and guidelines issued by SEBI. The IND AS is prescribedunder section 133 of the Companies Act 2013 (‘the Act') read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016. Effective April 1 2017 the Company has adopted all theInd AS standards and the adoption was carried out in accordance with applicable transitionguidance. Accounting policies have been consistently applied except where a newly issuedaccounting standard is initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use.

The directors confirm that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitsof the Company for that period;

c) They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) They had prepared the annual accounts on a going concern basis;

e) They had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Green initiatives

Electronic copies of the Annual Report 2019-20 and the notice of the 118th AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/ depository participant(s). The Members holding shares in physical form who havenot registered their email addresses with the Company and who wish to receive the AnnualReport for the year 2019-20 can now register their e-mail addresses with the Company. Forthis purpose they can send scanned copy of signed request letter mentioning folio numbercomplete address and the email address to be registered along with self-attested copy ofthe PAN Card and any document supporting the registered address of the Member by email tothe Company at askus@shalimarpaints.com

Other disclosures

a. During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules enactment(s) thereof for the time being in force);

b. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

c. Neither the Managing Director nor the CEO of the Company has received anyremuneration or commission from any of Companies subsidiary;

d. None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).

e. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ directors or by trustees for the benefit of employees/Directors.

Cautionary Statement

The statements in the Board's Report and the Management Discussion & AnalysisReport describing the Company's objectives expectations or forecasts may be forwardlooking within the meaning of applicable laws. Actual results may differ materially fromthose expressed in the statement. Important factors that could influence the Company'soperations includes demand and supply conditions affecting selling prices raw materialavailability and prices changes in government regulations tax laws economicdevelopments within the country and other factors such as litigation and industrialrelations.

COVID 19 IMPACTS

Due to the outbreak of Corona virus Disease 2019 (COVID-19) declared a pandemic by theWorld Health Organization the nationwide lockdown was imposed by the Central and StateGovernment(s) to control the spread of the disease. Accordingly the manufacturingfacilities of the Company remained closed from 23rd March 2020 to 19th May 2020. Incompliance with the directives issued by the Government the Company resumed operations on20th May 2020 in a phased manner. The Company ensured the health and safety of allinvolved stakeholders by enforcing all published Government guidelines for socialdistancing and safety. As per the resumption plan of the Company operations will beramped-up gradually aligned with the market outlook. The aforesaid lockdown has disturbedthe economic activity through interruption in manufacturing process disruption in supplychain etc. The Company believes that due to strong business fundamentals this pandemicmay not have a significantly adverse impact on the operations and performance of theCompany in the long term. Furthermore the Company has also constituted an internalcross-functional COVID task force that is monitoring the situation.

Acknowledgements

We thank our customers vendors investors bankers employees for their continuedsupport during the year. We place on record our appreciation of the contribution made byour employees at all levels. Our continuous operation was made possible by their hardwork solidarity cooperation and support. We thank the Government of India and governmentagencies for their support and look forward to their continued support in the future.

By Order of the Board
For Shalimar Paints Limited
Ashok Kumar Gupta Alok Perti
Director Director
DIN: 01722395 DIN: 00475747
Dated : June 30 2020
Place : Gurugram

.