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Siddhika Coatings Ltd.

BSE: 535378 Sector: Others
NSE: SIDDHIKA ISIN Code: INE0A1E01018
BSE 05:30 | 01 Jan Siddhika Coatings Ltd
NSE 00:00 | 27 Jan 195.00 6.20
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Siddhika Coatings Ltd. (SIDDHIKA) - Director Report

Company director report

Dear Shareholders

Yours Directors have pleasure in presenting their 12th Board Report on theBusiness and Operations of the Company together with Audited Financial Statements for thefinancial year ended 31st March 2022.

FINANCIAL RESULTS

The Standalone and Consolidated financial performance of the Company for the financialyear ended 31st March 2022 is summarized below:-

(Rs. In Lacs)

(Standalone) (Consolidated)
Particulars Year ended 31.03.2022 Year ended 31.03.2021 Year ended 31.03.2022 Year ended 31.03.2021
Sales and Other Income 2075.38 1675.98 2120.64 1731.45
Profit/(Loss) before Tax 201.78 123.38 219.83 142.87
Less: Provision for Income Tax 52.46 32.08 57.50 37.27
Deferred Tax Assets/ (Liblity) 12.5 (0.79) 12.46 (0.74)
Taxation for earlier years (0.44) (0.40) (0.36) (0.30)
Net Profit/ (Loss) after tax for the Year 161.37 90.10 174.44 104.55
Balance brought forward 1474.51 1384.41 1559.48 1454.93

STATE OF COMPANY'S AFFAIRS

The Company is engaged in the business of Oil Paints Distempers Cellure PaintsColours Varnishes enamels etc. During the year there is no change in the businessactivities.

DIVIDEND

The Directors are pleased to recommend for approval of the members a payment of Finaldividend of Rs 2.40 per share (face value of 10/- each) on the Equity Share Capital of theCompany for the financial year 2021-22 to the equity shareholders.

TRANSFER TO RESERVE

In order to conserve the resources of the company with response to future requirementof funds your Directors in their wisdom find it prudent to transfer Rs. 161.37 Lacs toReserves of the Company out of profit earned by the Company during the current financialyear ended on 31st March 2022

SUBSIDIARY / JOINT VENTURE / ASSOCIATES COMPANIES

In accordance with section 129(3) of the Companies Act 2013 the consolidatedfinancial statements of the Company including its subsidiaries associate and jointventure companies form part of the Annual Report. Further a statement containing salientfeatures of the financial statement of the Company's subsidiaries associate and jointventure companies is annexed in Form AOC-1 is attached herewith as Annexure B.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIOIN

Pursuant to Section 134(3) read with 178 of the Companies Act 2013 the Nomination andRemuneration policy of the Company which lays down the criteria for determiningqualifications competencies positive attributes and independence for appointment ofDirectors and Policies of the Company relating to remuneration to Directors KMP and otheremployees is available on the Company's website at www.siddhika.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

A. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings Nil
Outgo Nil

During the year under review your Company has neither earned but spent a sum of Rs.42530084 /- Purchase in Singapore Dollars SGD 757211

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to provision of section 134(3)(c) of the Companies Act 2013 the Directorsstate that-

A. In the preparation of the Annual Accounts for the year ended 31st March2022 the applicable accounting standards have been followed along with properexplanations.

B. Appropriate Accounting Policies have been applied consistently. Judgment andestimates which are reasonable and prudent have been made so as to give a true and fairview of state of affairs of the company as at the end of the financial year and of theprofit of the company for the period:

C. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

D. The Annual Accounts for the year ended 31st March 2022 have beenprepared on a going concern basis.

E. The Internal Financial control as laid down have been followed by the Company andsuch internal financial controls are adequate and were operating effectively.

F. The proper systems devised by the Board of Directors of the Company to ensureCompliance with the provision of all applicable laws and that such systems were adequateand operating effectively.

CONTARCTS AND ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC -2 is attached herewith as Annexure A.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and Individual Directors pursuant to the provisions of the Act andListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the Board composition andstructure effectiveness of board processes information and functioning etc.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions of Section 135 of the Companies Act 2013 are notapplicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of executive and non-executive directors including independentdirectors who have wide experience in different disciplines of corporate functioning.

The Company has received declarations of Independence from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other Individual Director which includes criteria for performanceevaluation of the Directors Independent Directors and Non-Executives Directors.

Mr. Ashish Kumar Tiwari (DIN 00254566) was resigned form directorship of the Companyw.e.f. September 21 2021

STATEMENT OF DECLARATION(S) BY INDEPENDENT DIRECTOR UNDER SCTION 149(6)

The Board of Directors of your Company state that all the Independent Directors meetsthe criteria of independence as provided in Section 149(6) of the Companies Act 2013.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe Annual General Meeting of the Company held on 15th September 2021appointed M/s V C A N & Co. Chartered Accountants (Firm Registration No 0125172W) asStatutory Auditors of the Company from the conclusion of 11th Annual GeneralMeeting till the conclusion of 16th Annual General Meeting. The Statutory AuditReport for the year 2021-22 does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditors.

During the Financial Year 2021-22 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3)(ca) of the Companies Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourdirectors appointed M/s. G Gupta and Associates Company Secretaries to undertake theSecretarial Audit for the financial year 2021-22.

The Secretarial Audit Report for the Financial Year ended 31 March 2022 is annexedherewith in Form MR-3 is attached here with as Annexure - C part of this Board Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

During the Financial Year 2021-22 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3)(ca) of the Companies Act 2013.

INTERNAL AUDITOR

Pursuant to section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the Company had appointed M/s M.P. Gupta & Associates CharteredAccountants (FRN 027523N) as Internal Auditor of the Company for the financial year2021-22 pursuant to section 138 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014.

The role of internal auditors includes but is not limited to review of internalsystems standard operating procedures adherence to statutory laws & otheroperational norms as set by the management monitoring of implementation of correctiveactions required reviewing of various policies and ensure its proper implementation etc.

During the Financial Year 2021-22 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3)(ca) of the Companies Act 2013.

DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS

The Board of Directors not appointed Cost Auditor owing to non-applicability to appointCost Auditor in your Company specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act 2013 is required by the Company and accordingly suchaccounts and records are made and maintained.

AUDIT COMMITTEE

Name of Directors Status in the Committee Nature of Directorship
Sh Pradeep Srivastava Chairperson Non-Executive Independent Director
Sh. Inderpal Singh Member Non-Executive Independent Director
Sh. Charitra Maheshwari Member Managing Director

The Audit Committee is Duly Constituted by the Board at their Meetings Held on 3rdday of December 2020.

The Company had Three Audit Committee meetings during the financial year under reviewdated 22/06/2021 12/11/2021and 30/03/2022 in respect of the meeting proper notice weregiven and the proceeding were properly recorded.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is Duly Constituted by the Board at theirMeeting Held on 3rd day of December 2020. The Company had Two Nomination andRemuneration Committee meetings till the date of Approval of Board Report under reviewdated 21/05/2022 and 04/06/2022 in respect of the meeting proper notice were given and theproceeding were properly recorded.

BOARD MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Seven Board meeting during the financial year under review dated01/04/2021 22/06/2021 12/08/2021 25/08/2021 12/11/2021 11/03/2022 and 30/03/2022 inrespect of the meeting proper notice were given and the proceeding were properly recorded.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITY PROVIDED

Particulars of loans given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by recipient are provided in the financial statements.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

STATEMENT RELATING TO RISK MANAGEMENT POLICY

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.

DEPOSITS

Your Company has not accepted any public deposit within the meaning of provisions ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there is no outstanding deposit due for re-payment.

DETAILS OF FRAUD REPORTED BY AUDITORS

During the year under Review No details of fraud reported by auditors of the companyunder Section 143(12) of the Companies Act 2013.

EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at https://siddhika.com/investors/#annualreport

CORPORATE GOVERNANCE:

Your Company has been Complying with the principles of the good CorporateGovernance and is Committed to the highest standard of Compliance

Pursuant to Regulations 15(2) of SEBI (LODR) Regulations 2015 the compliance withCorporate Governance provisions as specified in regulations 17 to 27 and clause (b) to (i)of regulations and Para C D and E of Schedule V shall not apply to the listed entitywhich has listed its specified securities on SME Exchange.

Therefore the Corporate Governance Report is not applicable on the Company henceCorporate Governance Report does not from part of this report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review there were no amounts required to be transferred tothe Investor Education and Protection Fund.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiative as the provisions of Section 135 of the Companies Act 2013 are not applicable.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the relevant statement is annexedas Annexure - D.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughoutthe year. The Directors of your Company wish to place on record their appreciation for theexcellent team spirit and dedication displayed by the employees of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism which incorporates a whistle blowerpolicy in terms of the Companies Act 2013 and the Listing Regulations for Directors andemployees to report their genuine concerns. The objective of the Policy is to create awindow for any person who observes an unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy (hereinafter "Unethicaland Improper Practices") either organizationally or individually to be able to raiseit.

INTERNAL FINANCIAL CONTROL

The Company has an adequate system of internal control in place. It has documentedpolicies and procedure covering all financ ial and operating functions. These controlshave been designed to provide a reasonable assurance with regards to maintaining of properaccounting control for ensuring reliability of financial reporting monitoring ofoperation and protecting assets from unauthorised use or losses compliance withregulation. The Company has continued its efforts to align all its processes and controlwith global best practices.

GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Notice of the AGM along with the Annual Report 2021-22 isbeing sent only through electronic mode to those Members whose email addresses areregistered with the Company/ Depositories. Members may note that the Notice and AnnualReport 2021-22 will also be available on the Company's website www.siddhika.com.

DETAILS OF MATERIAL ORDER PASSED BY COURT / TRIBUNAL / REGULATORS

No material order passed by any Court / Tribunal / Regulators in favour or against theCompany during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

The Company has Zero Tolerance towards sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 and rules thereunder. During the Financial year 2021-22 therewas no case filed under the said act and/or policy adopted by the company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Companies Act 2013.

ACKNOWLEDGEMENT

Your Board take this opportunity to offer their sincere thanks to the Company'sBankers Central and State Government Authority Legal Advisers Consultants and othersall Business Associates Customers for their valuable assistance and continued support tothe Companies. Your Director's also wish to place on records their sincere appreciation ofdedicated efforts by the staff and employees of the Company.

For and on behalf of the Board

Siddhika Coatings Limited

Sd/- Sd/-
(Abhijeet Banerjee) (Charitra Maheshwari)
Place : New Delhi Executive Director Managing Director
Date: 04 June 2022 DIN 05132820 DIN 03055689

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