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Shalimar Paints Ltd.

BSE: 509874 Sector: Consumer
NSE: SHALPAINTS ISIN Code: INE849C01026
BSE 00:00 | 27 Sep 162.25 -2.70
(-1.64%)
OPEN

165.80

HIGH

167.75

LOW

161.05

NSE 00:00 | 27 Sep 162.15 -2.85
(-1.73%)
OPEN

166.50

HIGH

167.65

LOW

161.00

OPEN 165.80
PREVIOUS CLOSE 164.95
VOLUME 58063
52-Week high 184.40
52-Week low 89.35
P/E
Mkt Cap.(Rs cr) 1,171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 165.80
CLOSE 164.95
VOLUME 58063
52-Week high 184.40
52-Week low 89.35
P/E
Mkt Cap.(Rs cr) 1,171
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 ‘Shali- mar’) along with the auditedfinancial statements (Standalone and Consolidated) for the financial year ended March312021. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.

Your Company’s performance for the financial year ended 31st March 2021 issummarized below:

(Rs. in Crore)

Description

For the financial year ended (Standalone)

For the financial year ended (Consolidated)

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from Operations 325.56 343.85 325.56 343.85
Other Income 7.53 1.42 7.19 1.13
Total Income 333.09 345.27 332.75 344.98
Total Expenses 354.51 408.06 354.53 408.08
Profit(Loss) before exceptional items and tax (21.42) (62.80) (21.78) 63.10
Exceptional Items (2.00) 6.95 (2.00) 6.95
Profit(Loss) before tax (23.42) (55.85) (23.78) (56.16)
Tax Expenses 26.08 (17.97) 26.08 (17.97)
Profit(Loss) for the period (49.50) (37.88) (49.86) (38.18)
Total other comprehensive income(Loss) 0.14 0.15 0.14 0.15
Total comprehensive income (Loss) for the year (49.35) (37.73) (49.72) (38.03)

Results of our operations and state of affairs for financial year2020-21

Your Company during the year under review has suffered a loss of Rs.49.72 crores asagainst loss of Rs. 38.03 crores in the previous year. The revenue from operations andother income of the Company for the financial year 2020-21 stood at Rs 325.56 crores asagainst Rs. 343.85 crores in the previous year.

Decorative Paints Segment- Decorative paints are generally used for painting ofdomestic office and other buildings mainly for enhancement of aesthetic look &protection. Our Company manufactures and markets wide range of decorative paints forinterior and exterior surfaces - concrete plaster metal or wood etc. We have createdestablished brand like Weather Pro Xtra Tough premier Shaktiman exterior emulsionspecially designed for exterior surfaces. We have wide range of interior emulsions brandlike Signature luxury emulsion Stay Clean interior emulsion Superlac Advance No 1 Silkand Master interior emulsion & NO.1 Distemper. Shalimar enjoys established brand insolvent based product range like Superlac Hi-Gloss synthetic enamel Superlac satinenamel lustre finish. Our Company’s range of water based paints come with no addedlead or mercury and with near zero VOC (Volatile Organic Component).

Industrial Paints Segment- Shalimar manufactures and markets industrial coatings tocater Protective coating sector Product Finish (OEMGENERAL INDUSTRIAL SECTOR) Range ofmarine paints including antifouling paints Packaging coatings for metal decorationincluding food can lacquers are established products running successfully in differentcoating lines for years. Industrial paints can again be classified into Heavy DutyProtective Coating GI Coating Packaging Coating and Marine Coatings and primarily usedfor protect the structure from deterioration through corrosion and then beautification.Shalimar is actively involved in providing solution through their expert team to mitigatecorrosion by recommending 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’ Reportform part 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

At present the paid-up share capital of the Company is Rs. 108600518/- divided into54300259 Equity Shares of Rs. 2/- each.

General Reserves

The Company has not transferred any amount to the General Reserve during the financialyear ended March 312021.

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

No material changes and commitments affecting financial position of your Company haveoccurred between the end of the financial year of the Company to which FinancialStatements relate and the date of this Report.

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 ACUITE BBB- for long term bankfacilities and ACUITE A3 for short term bank facilities by ACUITE Ratings Limited onFebruary 12 2021.

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 asper the provisions of section 62(1)(b) of the Companies Act read with rule 12(9) of theCompanies (Share Capital and Debenture) Rules 2014 and other applicable Regulations isannexed 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.

In accordance with the provisions of Section 152 and other applicable provisions ifany of the Act and the Articles of Association of the Company Mr. Ashok Kumar GuptaExecutive Director of the Company is liable to retire by rotation at the ensuing AGM andbeing eligible have offered himself for re-appointment.

Mr. Vijay Kumar Sharma was appointed as Non-Executive Independent Director of theCompany w.e.f. October 05 2020 and shall hold office up to the ensuing Annual GeneralMeeting.

Dr. Rajeev Uberoi was appointed as Non-Executive Independent Director of the Companyw.e.f. May 11 2021 and shall hold office up to the ensuing Annual General Meeting.

A brief profile of the Directors Mr. Ashok Kumar Gupta proposed to be re-appointed andMr. Vijay Kumar Sharma and Dr. Rajeev Uberoi proposed to be appointed as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appended as anAnnexure to the Notice of the ensuing AGM. The Board recommends the same for the approvalof the shareholders of the Company.

Mr. Ashish Kumar Bagri had ceased to be the Chief Financial Officer of the Companyw.e.f. January 212021.The Board of Directors had appointed Mr. Mohit Kumar Donter as theChief Financial Officer of the Company w.e.f. June 26 2021. The Board has also designatedhim as the Key Managerial Personnel (KMP) of the Company.

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 Directors KeyManagerial Personnel and other employees.

The detailed policy is available on the Company’s website link at:https://www.shalimarpaints.com/uploads/Nomination and Remuneration Policv.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.

The Directors carried out the annual performance evaluation of the Board Committees ofBoard and individual Directors along with assessing the quality quantity and timelinessof flow of information between the Company management and the Board that is necessary forthe Board to effectively and reasonably perform their duties. The performance evaluationof independent 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 had met separately on February 10 2021 without the presenceof Non Independent Directors and the members of management and discussed inter-alia theperformance of Non Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Executive andNon-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 2021 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 theyear under 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 of said financial statements may write to theCompany Secretary at Company’s Registered Office. The Company does not have anyassociate and/or joint venture company.

Auditor reports and auditors Audit reports

M/s. A K Dubey& Co. Chartered Accountants Statutory Auditors of the Companyconfirmed Auditors’ Report for financial year 2020-21 does not contain anyqualifications reservations or adverse remarks. The Auditors’ Report is enclosedwith the financial statements in this Annual Report.

The Secretarial Auditors’ Report for financial year 2020-21 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’ certificatefor financial year 2020-21 does not contain any qualifications reservations or adverseremarks.

Statutory Auditors

As per Section 139 of the Companies Act 2013 (‘the Act’) read with theCompanies (Audit and Auditors) Rules 2014 the Members of the Company in 115thAnnual General Meeting approved the appointment of M/s. A K Dubey& Co. CharteredAccountants (Firm Registration Number: 329518E) as the Statutory Auditors of the Companyfor an initial term of 5 years i.e. from the conclusion of 115thAnnual GeneralMeeting till the conclusion of 120th Annual General Meeting of the Company.

Pursuant to amendments in Section 139 of the Companies Act 2013 the requirements toplace the matter relating to such appointment for ratification by members at every annualgeneral meeting has been omitted 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 2020-21 is part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the financial year 2020-21 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 & Associates Company Secretaries(CP No. 10937) for the financial year 2020-21. The Report given by the SecretarialAuditors is annexed as Annexure -C and forms integral part of this Report. There has beenno qualification reservation or adverse remark or disclaimer in their Report. During thefinancial year 2020-21 the Secretarial Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

During the financial year 2020-21 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 Company is not mandated under Section135 of the Companies Act 2013 to incur expenditure under CSR.

Ministry of Corporate Affairs vide its Notification(s) dated 22nd January2021 notified the Companies (Corporate Social Responsibility Policy) Amendment Rules2021 which inter alia provides for the revised format of annual report for publishingthe CSR activities undertaken during the financial year ended 31st March 2021.The other changes pursuant to said Notification(s) under the CSR provisions have beenbriefly highlighted in the annual report of the Company’s CSR activities for thefinancial year ended 31st March 2021.

The CSR Policy of the Company is available on the Company’s website link at:https://www.shalimarpaints.com/uploads/Cor- porate Social Responsibility Policy.pdf

The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility 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 ofIndia Limited

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

Limited and Central Depository Services (India) Limited to enable investors to holdshares in dematerialized 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 Company is available on the Company’s websitelink 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 safeguardingof its 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 aboutthe effectiveness 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 2020-21 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 at-https://www.shalimarpaints.com/uploads/Business_Responsibility_Report.pdf

Vigil Mechanism

The Whistle - blower Policy has been approved and adopted by the Board of Directors ofthe Company in compliance with the provisions of Section 177 (10) of the Companies Act2013 and Regulation 22 of the Listing Regulations. The Policy also provides protection tothe Directors/ employees and business associates who report unethical practices andirregularities.

The Whistle Blower Policy of the Company is available on the Company’s websitelink at: https://www.shalimarpaints.com/ uploads/Whistleblower-Policy1.pdf

The Code provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in exceptional cases.

Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Act annual return for the year isavailable on the Company’s website and can be viewed at: www.shalimarpaints.com

Significant and Material Orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company’s operations in future

During the financial year 2020-21 there was no such significant and material orderpassed by the regulators / courts /tribunals impacting the going concern status andCompany’s operations in future.

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 312021 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 underreview the Company has not entered into any contracts/arrangements/transactions with thePolicy of the Company on materiality of related party transactions.

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 (INDAS) - 24 are set out in Note 48 to the Standalone Financial Statements of the Company.Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 is set out in the ‘Annexure-E’ to thisreport.

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 prohibitsdealing in the shares of the Company by an insider while in possession of unpublishedprice sensitive 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.

Further in terms of the provisions of the SEBI LODR the details in relation to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013for the financial year ended on 31st March 2021 are as under:

a. Number of complaints pertaining to sexual harassment filed during the financialyear: NIL

b. Number of complaints pertaining to sexual harassment disposed off during thefinancial year: NIL

c. Number of complaints pertaining to sexual harassment pending as at the end of thefinancial year: NIL

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 - F to this Report.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisReport. Having regard to the provisions of the second proviso to Section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to the members ofthe Company. The said information is available for inspection at the Registered Office ofthe Company during working hours and any member interested in obtaining such informationmay write to the Secretarial Department of the Company and the same will be furnished onrequest.

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-G’ 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 - H and forms integral partof 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 2020-21.

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 12017 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 pro visions 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.

Inter-se Promoter Transfer:

Hind Strategic Investments- Promoter of the Company undertook an inter-se transfer of2715012 equity shares of Shalimar Paints Limited (the "Company") representing5% of the equity share capital of the Company in the financial year 2020-2021 among themembers of the promoter and promoter group of the Company on March 30 2021. During suchtransaction there was the addition in the number of Promoter Group i.e. Mr ShivangJhunjhnuwala Mrs Ritu Jhunjhnuwala and Mr. Gaurang Jhunjhnuwala. All the necessarydisclosures in regard to such transfer under SEBI Takeover Regulations SEBI (Prohibitionof Insider Trading) Regulations 2015 and other applicable provisions has been intimatedto the Stock Exchanges on April 01 2021. The details of the transfer are set out below:

S.No Name of Transferor/Transferee Category No. of Shares
1 Hind Strategic Investments - Transferor Promoter 2715012
2 Mrs Sarika Jhunjhnuwala- Transferee Promoter Group 775159
3 Mr Shivang Jhunjhnuwala-Transferee Promoter Group 775159
4 Mrs Ritu Jhunjhnuwala - Transferee Promoter Group 582347
5 Mr Gaurang Jhunjhnuwala - Transferee Promoter Group 582347

Further on June 29 2021 Hind Strategic Investments ("HSI") - Promoter ofthe Company has again transferred 2715012 equity shares held by it in the Company(representing 5% of the equity share capital) among members of the promoter and promotergroup. All the necessary disclosures in regard to such transfer under SEBI TakeoverRegulations SEBi (Prohibition of Insider Trading) Regulations 2015 and other applicableprovisions has been intimated to the Stock Exchanges on July 01 2021. The details of thetransfer are set out below:

S.no Name of Transferor/Transferee Category No. of Shares
1 Hind Strategic Investments - Transferor Promoter 2715012
2 Mrs Sarika Jhunjhnuwala- Transferee Promoter Group 545564
3 Mr Shivang Jhunjhnuwala-Transferee Promoter Group 545564
4 Mrs Ritu Jhunjhnuwala - Transferee Promoter Group 811942
5 Mr Gaurang Jhunjhnuwala - Transferee Promoter Group 811942

Green initiatives

Electronic copies of the Annual Report 2020-21 and the notice of the 119thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/ depository participant(s). The Members holding shares in physical form whohave not registered their email addresses with the Company and who wish to receive theAnnual Report for the year 2020-21 can now register their e-mail addresses with theCompany. For this purpose they can send scanned copy of signed request letter mentioningfolio number complete address and the email address to be registered along withself-attested copy of the PAN Card and any document supporting the registered address ofthe Member by email to the 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 Company’s 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 eployees/ 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 theCompany’s operations includes demand and supply conditions affecting selling pricesraw material availability and prices changes in government regulations tax lawseconomic developments within the country and other factors such as litigation andindustrial relations.

COVID 19 IMPACTS

Due to the outbreak of Coronavirus 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 were hampered but in the due course of time the operations wereramped up gradually and aligned with the market outlook. The aforesaid lockdown hasdisturbed the economic activity through interruption in manufacturing process disruptionin supply chain etc. The Company believes that due to strong business fundamentals thispandemic may not have a significantly adverse impact on the operations and performance ofthe Company in the long term. Furthermore the Company has also constituted an internalcross-functional COVID task force that is monitoring the situation continuously.

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
Dated: June 26 2021 Ashok Kumar Gupta Alok Perti
Place: Gurugram Managing Director Director
DIN:01722395 DIN : 00475747

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