You are here » Home » Companies » Company Overview » Sirca Paints India Ltd

Sirca Paints India Ltd.

BSE: 535083 Sector: Others
NSE: SIRCA ISIN Code: INE792Z01011
BSE 05:30 | 01 Jan Sirca Paints India Ltd
NSE 00:00 | 19 Oct 405.10 -12.10
(-2.90%)
OPEN

420.10

HIGH

423.20

LOW

396.30

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Sirca Paints India Ltd. (SIRCA) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the fifteenth Annual Report of the Companyfor the financial year ended 31stMarch 2020.

COMPANY OVERVIEW

FIFTEEN (15) YEARS OF ESTABLISHMENT

The Company has grown a great deal over the years evolving a holistic technologyservice and a knowledge driven approach to develop and pioneer a variety of coatingsolutions for Indian consumers to touch everyday lives from homes automobiles whitegoods and infrastructure projects.

To add to current product offerings company has recently ventured into setting up anin-house manufacturing unit for melamine Thinner NC products and Economical PU whichcame to operations on by end of September 2019.

The company has entered the wall paints segment in June 2019 with the objective ofstrengthening its position in premium segment of Indian Paints & Wood CoatingsIndustry with a wider and self-sufficient product portfolio.

The company also migrated from NSE SME platform to NSE Main Board on July 2019.

IMPACT OF COVID-19

The country witnessed lockdown being implemented in India in the Second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due

to COVID - 19 pandemic. All domestic operations were disrupted due to the nationallockdown from March 24

2020. The company had shut down its corporate headquarters sales & branch officesand manufacturing facilities since March 24 2020. On May 5 2020 after relaxations inthe lockdown & obtaining necessary permissions from the local authorities the companyresumed operations at its manufacturing facilities with 25% workforce and 25% productionas compared to the pre- COVID levels.

The company also partially resumed offices depots and warehouses wherever the lockdownrestrictions were eased. After the partial opening of the market the company iswitnessing a pick-up in the demand from Tier - 2 & 3 cities & smaller towns due torelaxed restrictions and partial opening up of the markets.

Geographically demand uptick for the company's products has been relatively slower inWestern & Southern India as compared to Northern India.

Additionally the company has observed demand inelasticity as far as the high- budgetprojects are concerned. In many cases clients are eager to get the‘under-construction' projects completed as soon as the market opens up. Hence atpresent we are witnessing good volumes in our Italian PU segment as compared to the massmarket products i.e. NC Melamine PU& Thinner. After a considerably disrupted Q1FY21;the company is confident of achieving sales at par with the pre-COVID levels in Q2FY21and growth thereafter

provided there isn't a major second- wave of lockdown and restriction of movementsacross the country due to COVID-19.

By staying true to its purpose and its values the top - most priority for the Companywas to ensure the safety of its employees. The Company has taken several measures toensure their well - being including leveraging the power of technology to enable them towork from home. For those employees who are working in sales offices and manufacturinglocations their safety is being ensured by stringent use of protective gear abiding bysocial distancing norms and taking all safety precautions.

Standing by its core commitment the company is navigating through these unprecedentedtimes by building stronger and deeper relationships with consumers and its partners.

The company is supporting various Government initiatives and helping communities aroundto fight the pandemic.

FINANCIAL RESULT

In accordance with the provisions of the Act Regulation 33 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") and applicableAccounting Standards the Audited standalone Financial Statements of the Company for thefinancial year 2019-20 together with the Auditors' Report form part of this AnnualReport.

The company's financial performance for the year ending as on March 31 2020 isoutlined as follow:

Particulars Year Ended 31.03.2020 (In lakh)

Year Ended 31.03.2019 (In lakh)

Revenue from operations 13505.25

11617.15

Other Income 561.34

617.87

Earnings Before Interest taxes depreciation and amortization 3667.42

3803.88

Less: Finance Cost 8.90

11.64

Less : Depreciation and Amortization Expense 239.95

93.47

Profit before tax 3418.49

3698.77

Less: Tax Expenses 902.74 1108.91
Profit for the period from continuing operations 2517.45 2591.11
Profit for the period of discontinuing operations - -
Profit for the period 2517.45 2591.11

COMPANY'S PERFORMANCE REVIEW

During the Financial Year 2019-20:

• During the financial year 201920 revenue from operations on standalone basisincreased to Rs. 1350525474 as against Rs. 1161714.752 in the previous year- a growthof 16.25%;

• Other income decreased to Rs. 56133853 as against Rs. 61787066 in theprevious year- a decrease of 9.15%;

• Profit after tax for the current year is Rs. 251574735.00 against Rs.258986470.00 in the previous year a decrease of 2.86%

SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of secretarial standards issued by the Instituteof Company Secretaries of India.

DIVIDEND

The Board has not recommended any final dividend for the year 2019-20. The InterimDividends @ Rs. 1.50 per share

declared in 28thFeburary2020 already paid to the shareholders during the FinancialYear 2019-20 be treated as Final Dividend.

During the financial year under the review company also announced the dividend @ Rs 1per share for the financial year 2018 - 19.

RESERVES

During the year the Company does not propose to transfer/carry any amount to theGeneral Reserve.

SHARE CAPITAL

During the Financial Year 2019-20 company with approval of Shareholders Vide PostalBallot dated 02nd July 2020 has Increased the Authorized Share Capital from existing200000000/- (Rupees Twenty Crore only) divided into 20000000 (Rupees Two Crore Only)Equity Shares of Rs. 10/- (Rupees Ten) each to 320000000 (Rupees Thirty Two Crore only)divided into 32000000 (Three Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten)and consequently the existing Clause V of the Memorandum of Association of the Company beand is hereby altered and substituted by the following as new Clause V:

V. The Authorised Share Capital of the Company is Rs. 320000000 (Rupees Thirty TwoCrore only) divided into 32000000 (Three Crore Twenty Lakh) Equity Shares of Rs. 10/-(Rupees Ten) each.

Further on 12th July 2019 company increased Paid-up capital from 18269600 to27404400 by issued Bonus Equity Shares of 9134800 (Ninty one Lakh Thirty FourThousand Eight Hundred) new equity shares of Face Value of Rs. 10/-(Ten) each in theproportion of 1:2

The Company Received the Trading Approval on July 22nd 2019 from National StockExchange to Trade the Shares on Main Board of National Stock Exchange.

Details of Lock - In of Shares

As per Regulation number 32 and 36 of SEBI (ICDR) Regulations 2009 all pre Issueshareholding has to be locked-in for period of 3 year. Further Company has issued bonusshares in ratio of 1:2 per share in this regard for those shareholder whose shares arelocked-in before bonus issue are required to incorporate of locked-in of such bonus sharesallotted to them also.

Following are the details of the Lock - In of Shares: NSDL

Sr. No. Name of the Applicant Quantity Tenure
1. Sanjay Agarwal 3700000 3 YEAR (upto 30.05.2021)
2. Sanjay Agarwal 1850000 3 YEAR (upto 30.05.2021)
Total 5550000

DEPOSIT

During the financial year 2019-20 the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

CONVERSION NAME CHANGE OF COMPANY & NATURE OF BUSINESS.

• During the financial year your company hasn't changed its name;

• During the year under the review

there was no change in the nature of business of the Company.

• In the beginning of financial year 2020-21 the Company has expanded its area byadding health and hygiene segment to their working and launched Hand

Cleanser product under the brand name

DIRECTORS AND KEY

MANAGERIAL PERSONNEL

• Pursuant to Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Gurjit Singh Bains is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

• Appointment of Mr. Anil Kumar Mehrotra (05338446) as the Non - ExecutiveIndependent Director of the Company:

The board of Directors in their meetings held as on 04th Day of July 2019 appointedMr. Anil Kumar Mehrotra (05338446) as the additional Non - Executive Independent Directorof the Company for the period of five financial year.

In terms of sub - section (4) of Section 161 of the Companies Act 2013 Mr. Anil KumarMehrotra hold his office upto the date of the Annual General Meeting of the Company.

The Board of Directors of the Company upon the recommendation of Nomination andremuneration committee of the Company recommended the appointment of Mr. Anil KumarMehrotra as a Non - Executive Independent Director of the Company in the Annual GeneralMeeting of the Company duly convened on 06th Day of September 2019. Shareholders extendedtheir consent for the appointment.

• Appointment of Mrs. Anu Chauhan (08500056) as the Non - Executive IndependentDirector of the Company:

The board of Directors in their meetings held as on 04th Day of July 2019 appointedMrs.

Anu Chauhan (08500056) as the additional Non - Executive Independent Director of theCompany for the period of five financial year.

In terms of sub - section (4) of Section 161 of the Companies Act 2013 Mrs. AnuChauhan hold her office upto the date of the Annual General Meeting of the Company.

The Board of Directors of the Company upon the recommendation of Nomination andremuneration committee of the Company recommended the appointment of Mrs. Anu Chauhan asa Non - Executive Independent Director of the Company in the Annual General Meeting of theCompany duly convened on 06th Day of September 2019. Shareholders extended their consentfor appointment.

Declaration of Director's Independence

The Company has received the following declarations from all the Independent Directorsconfirming that:

• They meet the criteria of independence as prescribed under the provisions of theAct read with the schedules and rules issued thereunder as well as of Regulation 16 ofthe Listing regulations;

• In terms of Regulation 25(8) of the Listing Regulations they are not aware ofany circumstance or situation which exist or may be reasonably anticipated they couldimpair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations the Board of Directors hasensured the veracity of the disclosures made under Regulation 25(8) of the ListingRegulations by the Independent Directors of the Company.

CHANGE IN KEY MANAGERIAL PERSON

Resignation of Mr. Bharat Bhushan Arora as the Chief Financial Officer of the Company

Mr. Bharat Bushan Arora resigned from the services of Chief Financial officer theCompany w.e.f 01st Day of October 2019.

The Board places on record its appreciation of the contribution of Mr. Bharat BhushanArora during his association with the Company.

Appointment of Ms. Shallu as the Chief Financial Officer of the Company

Ms. Shallu was appointed as the Chief Financial Officer of the Company w.e.f 01st Dayof October 2019.

Remuneration of Directors Key Managerial Personnel's and Senior Management

The remuneration paid to the Directors Key Managerial Personnel's and SeniorManagement is in accordance with the Nomination and Remuneration policy formulated inaccordance with Section178 of the Act and Regulation 19 of the Listing Regulations.

Number of meetings of the Board

8(Eight) meetings of the Board of Directors were held during the financial year 2019 -20. The details of the meetings of the Board of Directors of the Company convened duringthe financial year 2019-2020 are given in the Corporate Governance Report which forms partof this Report.

Committees of the Board

Pursuant to Section 135 Section 177 Section 178 and Rule 6 of the Companies (Meetingof Board and its Powers) Rules 2014 Secretarial Standard 1 and SEBI (Listing Obligationsand Disclosure Requirements)Regulations 2015 the Board has Constituted five committees:the audit committee the nomination and remuneration committee the stakeholder'srelationship Committee the corporate social responsibility Committee and the InternalComplaint Committee for prevention of Sexual harassment.

A detailed note on the composition of the Board and its committee's with other detailsregarding all the Committees are provided in the Corporate Governance Report which is apart of this report.

NOMINATION AND REMUNERATION POLICY

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

The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment & Re - appointmentof Directors on the Board of the Company and persons holding senior management positionsin the Company including their remuneration and other matters as provided under Section178 of the Act and Listing Regulations.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration committee to formulate a process for effective evaluation of the performanceof individual directors committees of the Board and the Board as a whole.

The Board formally assesses its own performance based on parameters which inter aliainclude performance of the Board on deciding long term strategy rating the compositionand mix of Board members discharging of governance and fiduciary duties handlingcritical and dissenting suggestions etc.

The parameters for the performance evaluation of the Directors include contributionmade at the Board meeting attendance instances of sharing best and next practicesdomain knowledge vision strategy engagement with senior management etc.

The independent directors at their separate meeting review the performance of non -independent directors and the Board as a whole chairperson of the Company after takinginto account the views of Executive director and non - executive directors the qualityquantity and timeliness of flow of information between the company management and theBoard that is necessary for the Board to effectively and reasonably perform the duties.

Based on the outcome of the performance evaluation exercise areas have been identifiedfor the Board to engage itself with and the same would be acted upon.

The details of the evaluation process are set out in the Corporate Governance Reportwhich forms a part of this Annual Report.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with theoperations and functioning of the Company. The details of the training and familiarizationprogram are provided in the Corporate Governance report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being inforce) the Directors ofthe Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable Accounting Standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as give a true andfair view of the state of affairs of the Companies as at 31st March 2019 and of profitand Loss of the Company for the financial year ended 31st March 2019;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Company Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;

(d) the annual accounts have been prepared on a "going concern" principal;

(e) proper internal financial control laid down by the directors were followed by theCompanies and

that such internal financial controls are adequate and operating effectively ; and;

(f) Proper system to ensure compliance with the provisions of all applicable laws wasin place and that such system are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report as Annexure-A. Itspeaks about the overall industry structure global and domestic economic scenarios

developments in business operations/ performance of the Company's various businessesviz. decorative business international operations industrial and home improvementbusiness internal controls and their adequacy Risk threats outlook etc.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a Certificate of Auditors on its Compliance forms anintegral part of this Report Annual Report as Annexure-B.

DETAILS OF SUBSIDIARY/

JOINT VENTURES/ASSOCIATE COMPANIES

During the year under the review in the meeting of board of directors of the companyheld as on 13th November 2019 and upon further approval received from Ministry ofCorporate Affairs of India on 03rd Day of January 2020 your company Incorporated aWholly owned Subsidiary with the Name and style of Sirca Industries Limited (CIN:U24290DL2020PLC359767) with 100% (Hundred Percent share)

Share holding.

A statement containing the salient features of financial statement of subsidiarycompany in the prescribed Form AOC-1 forms part of the Directors Report as Annexure - Cin compliance with Section 129(3) and other applicable provisions if any of the Actreads with rules.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Act Regulation 33 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") and applicableAccounting Standards the Company is required to submit Audited Consolidated financialstatements of the Company together with the Auditor's report from part of this AnnualReport.

Wholly owned subsidiary of the Company was dully incorporated on

03rd Day of January 2020. Since the wholly owned subsidiary was incorporated in themonth of January pursuant to the definition of "Financial year" as defined inthe Section2(41) of the Companies Act 2013 the financial year of the subsidiary companyshall end on 31st Day of March 2021.

It is thus hereby informed that the Company will provide the Consolidated Financialstatement of the Company and the subsidiary company from the next financial year.

AUDITORS AND AUDITOR'S REPORT

Secretarial Auditors

The Board of Directors of the Company has appointed Mr. Karan Khurana PracticingCompany Secretary bearing Membership Number39746 as the Secretarial Auditor to conduct anaudit of secretarial records for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended 31st Day of March 2020 underAct read with Rules made thereunder and Regulations 24A of the listing regulations(including any statutory modification(s) or re - enactment(s) thereof for the time beingin force) is set out in the Annexure D to this report.

The Secretarial Audit Report does not contain any qualification.

The Board has re - appointed Mr.

Karan Khurana Practicing Company Secretary bearing Membership Number 39746 asSecretarial Auditors of the Company for FY 2020 - 21. The company has received consentfrom Mr. Karan Khurana to act as the auditor for conducting audit of the secretarialrecords for the financial year ending as on 31st Day of March 2021.

Statutory Auditors

M/s Rajesh Kukreja & Associates (Chartered Accountants) (FRN: 0004254N) werere-appointed as the Auditors of the Company at 14th Annual General Meeting till theconclusion of the Seventeenth Annual General Meeting to conduct the audit till the March312022.

M/s Rajesh Kukreja & Associates (Chartered Accountants) (FRN: 0004254N) hasconfirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements for thefinancial year ended 31st March 2020. The Auditors' Report for the financial year ended31st March 2020 on the financial statements of the Company is a part of this AnnualReport.

Cost Auditor

The Company has maintained cost records for certain products as specified by theCentral Government under sub-section (1) of Section 148 of the Act. M/s. S S Chug &Co. Cost Accountants (Firm Registration Number 101595) carried out the cost audit forapplicable businesses during the financial year 2019 - 20.

Further The Board of Directors of the Company on the recommendations made by theAudit Committee have appointed M/s. Govind Singh Bisht & Co. Cost Accountants(FirmRegistration Number 002410) as the Cost Auditor of the Company to conduct the audit ofcost records of certain products for the financial year 2020 - 21. M/s. Govind Singh Bisht& Co. being eligible have consented to act as the Cost Auditors of the Company forthe FY 2020 - 21.

The remuneration proposed to be paid to the Cost Auditor subject to ratification bythe members of the Company at the ensuing 15thAGM would not exceed Rs. 60000 Thousand(Rupees Fifty Thousand only) plus taxes and reimbursement of out of pocket expenses atactual if any incurred in connection with the audit.

Internal Auditor

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

Chartered Accountants was reappointed by the Board of Directors to perform the dutiesof Internal Auditor of the Company for the Financial Year 2020- 21.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act your Company has constituted a CSRCommittee. The composition and terms of reference of the CSR Committee are provided in theCorporate Governance Report forming part of this report. The Company has also formulated aCorporate Social Responsibility (CSR) Policy in compliance with the provisions of theCompanies Act. As part of its

CSR contribution the Company had utilized its contribution through "FCSFoundation Registered Society R/o. Plot No. 83 NSEZ Noida Dadri Road Phase II Noida- 201305" with the objectives of Spreading the education for all Women and ChildDevelopment.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014(including any modification or reenactment thereof for the time being inforce) the Annual Report on CSR activities is appended as Annexure-E to the Directors'Report. The policy on CSR is available on the website of the Companyi.e.www.sircapaints.com.

BUSINESS RESPONSIBILITY STATEMENT

A Business Responsibility Report describing the initiatives taken by the Company froman environmental social and governance perspective as required in terms of theprovisions of Regulation 34(2)(f) of SEBI Listing Regulations separately forms part ofthis Annual Report.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has established a robust framework for internal financial controls. TheCompany has in place adequate controls procedures and policies ensuring orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. During the year such controls were assessed and no reportable materialweaknesses in the design or operation were observed. Accordingly the Board is of theopinion that the Company's internal financial controls were adequate and effective duringFY2019 -20.

OTHER STATUTORY DISCLOSURES

Extract of Annual Return

In terms of provisions of Section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of Companies (Management and Administration)Rules 2014 the extracts of AnnualReturn of the Company in form MGT-9 is annexed

herewith as AnnexureF to this report and in terms of the provisions of Section134(3)(a) of the Act the same is also available on the website of the Company i.e.www.sircapaints.com

Vigil Mechanism / Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has put inplace a Mechanism for reporting illegal or unethical behavior. The Company has a Vigilmechanism and Whistle blower policy which provides a channel to the employees andDirectors to report to the Management concerns about unethical behavior actual orsuspected fraud or violation of the Codes of conduct or policy.

The Company has provided email address of Vigilance and Ethics Officer in its policy towhich all protected disclosures should be addressed. It is affirmed that no person hasbeen denied access to the Audit Committee. The employees are encouraged to voice theirconcerns by way of whistle blowing and the policy provides complete confidentiality andsafeguard of the employees who raises the whistle against such improper conduct. TheWhistle Blower Policy has been communicated to all the Directors and employees of theCompany through website of the Company i.e.www. sircapaints.com.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no such significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

Loans Guarantees or Investments

• Details of Loans:-

During the year the Company has not directly or indirectly given any loan to anyperson(s) or other body corporate.

• Details of Investments:-

As already informed your company incorporated a wholly owned subsidiary on 03rd Day ofJanuary 2020. However pursuant to amended provisions of Companies Act 2013 (Section10A) your company didn't transfer the subscription money for the shares subscribedimmediately.

Therefore no effect of same is

provided in the financials of the company.

• Details of Guarantee / Security Provided:-

During the year the Company has not directly or indirectly given any guarantee orprovided any security in connection with a loan to any other body corporate or person(s).

Particulars of Contracts or Arrangements with Related Parties

All the related party transactions which were repetitive in nature entered on arm'slength basis in the ordinary course of business and compliance with Section 188 (1) of theCompanies Act

2013 read with rules made there under Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other applicable provisions of the Law.

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on dealing with and Materiality of Related PartyTransactions formulated by the Company.

The Related Party Transactions Policy as approved by the Board was uploaded on theCompany's website pursuant to Regulation 46of the SEBI (LODR)Regulations 2015 at the weblink: https://www.sircapaints.com/ policies-programs-code. The information relating toparticulars of contracts or arrangements with related party prepared under Section 188(1)of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rule

2014 is in FormAOC-2 is appended as Annexure-G to the Directors' Report as required.

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. Members may refer to NOTE NO. 40 to the financial statements whichsets out related party disclosures as per IND-AS

Particulars of Employees

Pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

details/information related to the remuneration of Directors and Key ManagerialPersonnel are set out as Annexure-H to the Directors' Report.

There is no information required to

mention under Rule 5 (2) except statement showing details pertaining to names of thetop ten employees in terms of remuneration drawn and various other details related as perRule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 read with Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016. Further the Company has no such employee who falls under Rule 5 (2)

(i) (ii) and (iii) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 read with Amendment Rules 2016.

Code of Conduct

The Board of Directors has approved a code of conduct which is applicable to members ofthe Board and all employees in the course of day to day business operations of theCompany. The code has been placed on the Company's website www.sircapaints. com. The Codelays down the standard procedure of business conduct which is expected to be followed bythe directors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.

All the Board Members and Senior Management personnel have confirmed compliance withthe code.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo.

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 are as follow:

• A. Conservation of Energy Measure Taken

The manufacturing units of the Company have continued their efforts to reduce theirenergy consumption and the new plants of Nathupur and Rai Sonipat Haryana have alsofollowed the suit.

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

• Use of Energy efficient motors for all new projects

• Pressure based pumping system for utility pumping

• Elimination of compressed air in packing for vacuum application

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

• LED lighting for all plants

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

• STP treated water reused for gardening/ toilet flushing

• ETP treated water reused for utility make-up

• Stripping water recycling in tanker cleaning

• Air Dust Collector to clean the environment inside factory

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

• All the utilities are noise free pollution.

B. Alternate Sources of Energy Solar energy:

Sirca Paints invested in Solar (Utility Solar) in Haryana Nathupur Plant which wascommissioned during the financial year 2019-20. Rooftop solar projects were Installationduring the financial year 2019-20. The total installed solar energy capacity in our plantswill now be 145 Kw.

• Technology Absorption

Your company keeps itself updated with latest technological innovations by way ofconstant

communication personal discussions and visit to overseas countries/ plants andbenchmarking best industrial practices.

You company has entered into a Technical Knowhow agreement dated 16thFebruary 2018with SIRCA S.P.A. It will take time for us implementing the same. This agreement wassigned for providing even better products to the end user. Your company will only able toprovide the detailed disclosure on the said agreement on and after the properimplementation of this agreement.

Since this being a continuous process continuous up gradation does take place fromtime to time depending upon products/ process. Any fixed line of action other than abovehas not been envisaged.

• Foreign Exchange Earnings and Outgo

At present your company has not yet product as we are still pursuing with the tradebusiness. However this one thing is on top of the list of our Action plan of coming year.We are planning to start the export of our products as early as possible.

However your company did import the raw material and other products for the purpose oftrade details or bifurcation of the same can be seen in the NOTE NO. 43 of the financialstatements.

Policy on Prevention of Sexual

Harassment at Workplace

The Company has formulated a Policy

on prevention of Sexual Harassment at

workplace for prevention prohibition

and redressal of Sexual Harassment of Women at Workplace (Prevention Prohibition andredressal) Act 2013(hereinafter referred to as "Prevention of Sexual HarassmentAct").

To prevent the sexual harassment in workplace the company has set up InternalComplaints Committee in the company comprising a presiding officer who is senior levelwoman employee members with legal knowledge or experience in social work and oneindependent member from outside the organization who expertise in dealing with suchmatters and has the relevant knowledge and experience. The Committee is responsible fordealing with all matters related to the subject. The committee constitution has beencommunicated to all employees.

The Company is committed to providing a safe and conducive work environment to all ofits employees and associates. The Company periodically conducts sessions for employeesacross the organization to build awareness about policy and the provisions of Preventionof Sexual Harassment Act.

During the financial year 201920 company has not received any complaint of SexualHarassment.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year.

The Board conveys its appreciation for its customer shareholders suppliers as well asvendors bankers business associates regulatory and government authorities for theircontinued support.

For and on behalf of the Board Sirca Paints India Limited (Formerly Known as SircolorWood Coatings Pvt. Ltd.)

Place: New Delhi SANJAY AGARWAL APOORV AGARWAL
Date: 20th August 2020 DIN: 01302479 DIN:01302537
Chairman cum Managing Director Joint Managing Director

.