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Siddhika Coatings Ltd.

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

Company director report

Dears Members

Yours Directors have pleasure in presenting their 11th Board Report on theBusiness and Operation of the Company together with Audited Financial Statements for thefinancial year ended 31st March 2021.

The Company have got the Listing approval from National Stock Exchange of India Limited(SME PLATFORM). vide Circular No. NSE/LIST/1004 dated 6th April 2021 andtrading symbol of Company Equity Shares is SIDDHIKA.

FINANCIAL RESULTS

The Standalone and Consolidated financial performance of the Company for the financialyear ended 31st March 2021 is summarized below:

(In Lacs)

(Standalone) (Consolidated)
Particulars Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
Sales and Other Income 1675.98 2976.63 1731.45 3041.78
Profit/(Loss) before Tax 123.38 383.00 142.87 404.00
Less: Provision for Income Tax 32.08 96.93 37.27 102.22
Deferred Tax Assets/ (Liability) (0.79) 0.43 (0.74) 0.43
Taxation for earlier years (0.40) 0.00 (0.30) 0.00
Net Profit/ (Loss) after tax for the Year 90.10 286.50 104.55 302.21
Balance brought forward 1384.41 1356.43 1454.93 1411.24

LISTING OF EQUITY SHARES

Equity shares of your Company are listed at the National Stock Exchange of IndiaLimited on SME Platform dated 7th day of April 2021. The listing fees for thefinancial year 2021-22 have been paid to the said Stock Exchange.

PUBLIC ISSUE (INITIAL PUBLIC OFFER)

Initial Public Issue of upto 824000 Equity Shares of Face Value of Rs.10 Each ofSiddhika Coatings Limited (The “Company” or The “Issuer”) For Cash ata Price of Rs. 57 Per Equity Share Including A Share Premium of Rs. 47 Per Equity Share(The “Issue Price”) Aggregating to Rs. 469.68 Lakhs (“The Issue”) ofWhich up to 42000 Equity Shares of Face Value of Rs. 10 Each for Cash at a Price of Rs.57 Per Equity Share Including A Share Premium of Rs. 47 Per Equity Share Aggregating toRs. 23.94 Lakhs Will Be Reserved For Subscription By Market Maker to the Issue (The“Market Maker Reservation Portion”). The Issue Less The Market Maker ReservationPortion I.E. Net Issue of 782000 Equity Shares of Face Value of Rs.10 Each at a Price ofRs. 57 Per Equity Share Aggregating to Rs. 445.74 Lakhs is herein after referred to as the“Net Issue”. The Issue and The Net Issue Will Constitute 26.67% And 25.31%Respectively of The Post Issue Paid Up Equity Share Capital of Our Company.

Equity shares of your Company are listed at the National Stock Exchange of IndiaLimited on SME Platform dated 7th day of April 2021. The listing fees for the financialyear 2021-22 have been paid to the said Stock Exchange.

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 dividend on the Equity Shares of the Company for the Financial Year 2020-21 isconsidered at 11th Annual General Meeting of the Company.

DEMATERIALISATION OF EQUITY SHARES

The Company's equity shares are available for trading with effect from 7thDay of April 2021 in the both depositories that is National Security Depository Limited(NSDL) and the Central Depository Services (India) Limited (CDSL). The InternationalSecurity Identification Number (ISIN) allotted by NSDL and CDSL to the Company isINE0A1E01018. The Dematerialization status of the Company as on March 31 2021 is asunder:

Particulars No. Of Shares Percentage
A. Electronic Mode 2249550 99.3
NSDL 2239200 98.84
CDSL 10350 0.46
B. Physical Mode 15950 0.7
Total (A+B) 2265500 100

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 90.10 Lacs toReserves of the Company out of profit earned by the Company during the current financialyear ended on 31st March 2021.

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 C.

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.39729189/- (SGD 726949).

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 March2021 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 2021 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 B.

BOARD EVALUATION

The performance evaluation of the board of directors as stipulated under listingregulations and Section 134 of the Companies Act 2013 read with Rule 8 (4) of (CompaniesAccounts) Rules 2014 a Formal Annual Evaluation process has not applicable to ourCompany. The Company is Listed on 7th day of April 2021 with National StockExchange of India Limited (SME Platform).

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)Regulation 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. Akhand Pratap Singh (DIN 07188220) was resigned as an Independent director of theCompany w.e.f. 03 December 2020.

Mr. Ashish Kumar Tiwari (DIN 00254566) is appointed as an Independent director of theCompany w.e.f. 03 December 2020. He got automatic exemption from online proficiencyself-assessment test due to serving in a organizations for a total period of not less than3 years (previously it was 10 years) as on the date of inclusion of his name in the databank.

During the year under review The Board of Directors appoint Mr. Ashish Kumar Sonwani asa Company Secretary and Compliance Officer of the Company w.e.f. 2nd January2021.

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 December 2020 appointedM/s V C A N & Co. Chartered Accountants (Firm Registration No 0125172W) as StatutoryAuditors of the Company from the conclusion of 10th Annual General Meeting tillthe conclusion of 11th Annual General Meeting. The Statutory Audit Report forthe year 2020-21 does not contain any qualification reservation or adverse remark ordisclaimer made by the Statutory Auditors.

During the Financial Year 2020-21 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 2021 is annexedherewith in Form MR-3 is attached here with as Annexure D part of this Board Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

During the Financial Year 2020-21 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 Mr. Tejveer Singh as Internal Auditor of theCompany for the financial year 2021-22 pursuant to section 138 of the Companies Act 2013read 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 2020-21 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 Meeting Held on 3rdday of December 2020.

BOARD MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 10 (Ten) Board meeting during the financial year under review on dated15/05/2020 10/07/2020 22/07/2020 31/08/2020 03/12/2020 15/12/2020 12/01/202109/02/2021 12/03/2021 and 18/03/2021 in respect of the meeting proper notice were givenand 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 section 92(3) and section 134(3)(a) of the Companies Act 2013 andrules framed thereunder an extract of the annual return for the financial year 2020-21 inthe prescribed Form MGT-9 is attached here with as Annexure A which is part of thisReport.

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 E.

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 financial and operating functions. These controls havebeen 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 2020-21 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 2020-21 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 2020-21 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 Directors 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 Director Managing Director
Date: 12 August 2021 DIN 05132820 DIN 03055689

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