Siddhika Coatins Director Discussions

STATE OF COMPANYS AFFAIRS

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

DIVIDEND

The Directors are pleased to recommend for approval of the members a payment of Final dividend of Rs 3.00 per share (face value of 10/- each) on the Equity Share Capital of the Company for the financial year 2022-23 to the equity shareholders.

TRANSFER TO RESERVE

In order to conserve the resources of the company with response to future requirement of funds, your Directors, in their wisdom, find it prudent to transfer Rs. 352.47 Lacs to Reserves of the Company, out of profit earned by the Company during the current financial year ended on 31^st March, 2023

SUBSIDIARY / JOINT VENTURE / ASSOCIATES COMPANIES

In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company including its subsidiaries, associate and joint venture companies form part of the Annual Report. Further, a statement containing salient features of the financial statement of the Companys subsidiaries, associate and joint venture 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 and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and Policies of the Company relating to remuneration to Directors, KMP and other employees is available on the Companys 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 Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

• During the year under review, your Company has neither earned but spent a sum of Rs. 111,522,510/• Purchase in Singapore Dollars SGD 1,882,885

DIRECTORS RESPONSIBILITY STATEMENT

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

A. In the preparation of the Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanations.

B. Appropriate Accounting Policies have been applied consistently. Judgment and estimates, which are reasonable and prudent, have been made so

as to give a true and fair view of state of affairs of the company as at the end of the financial year and of the profit of the company for the period:

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

D. The Annual Accounts for the year ended 31^st March, 2023 have been prepared on a going concern basis.

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

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

CONTARCTS AND ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in 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 performance, board committees, and Individual Directors pursuant to the provisions of the Act and Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

Mr. Abhijeet Banerjee (DIN - 05132820) was resigned as an Executive Director of the Company w.e.f. December 31, 2022 STATEMENT OF DECLARATION(S) BY INDEPENDENT DIRECTOR UNDER SCTION 149(6)

The Board of Directors of your Company state that all the Independent Directors meets the 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 at the Annual General Meeting of the Company held on 15^th September, 2021 appointed M/s V C A N & Co. Chartered Accountants (Firm Registration No 0125172W) as Statutory Auditors of the Company from the conclusion of 11^th Annual General Meeting till the conclusion of 16^th Annual General Meeting. The Statutory Audit Report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your directors appointed M/s. G Gupta and Associates, Company Secretaries to undertake the Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report for the Financial Year ended 31 March, 2023 is annexed herewith in Form MR-3 is attached here with as Annexure - C part of this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the Financial Year 2022-23 the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed 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/s. Gola & Associates, Chartered Accountants, as Internal Auditor of the Company for the financial year 2022-23 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 internal systems, standard operating procedures, adherence to statutory laws & other operational norms, as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.

During the Financial Year 2022-23 the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed 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 appoint Cost Auditor in your Company specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

AUDIT COMMITTEE

The Audit Committee is Duly Constituted by the Board at their Meeting Held on 3^rd day of December, 2020.

BOARD MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Six Board meeting during the financial year under review dated 21/05/2022, 04/06/2022, 02/09/2022, 11/11/2022, 04/01/2023 and 24/02/2023 in respect 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 provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by recipient are provided in the financial statements.

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

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

STATEMENT RELATING TO RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a

comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

DEPOSITS

Your Company has not accepted any public deposit within the meaning of provisions of section 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 company under 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 format is available at https://siddhika.com/investors/#annualreport PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure - D.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent 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 blower policy in terms of the Companies Act, 2013 and the Listing Regulations for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct or ethics policy (hereinafter "Unethical and Improper Practices"), either organizationally or individually to be able to raise it.

INTERNAL FINANCIAL CONTROL

The Company has an adequate system of internal control in place. It has documented policies and procedure covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regards to maintaining of proper accounting control for ensuring reliability of financial reporting, monitoring of operation and protecting assets from unauthorised use or losses, compliance with regulation. The Company has continued its efforts to align all its processes and control with global best practices.

GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Companys 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 the Company 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 a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act, 2013 and rules thereunder. During the Financial year 2022-23 there was 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 the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Board take this opportunity to offer their sincere thanks to the Companys Bankers, Central and State Government Authority, Legal Advisers, Consultants and others all Business Associates Customers for their valuable assistance and continued support to the Companies. Your Directors also wish to place on records their sincere appreciation of dedicated efforts by the staff and employees of the Company.