Your Directors are pleased to present the 71^st Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March 2022.

The annexed Financial Statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year ended 31^st March 2022 is summarised below (Refer Notes to the Audited Standalone Financial Statements).

2. (A) FINANCIALS:

Revenue from operations for the year ended 31^st March 2022 aggregated to ' 191,891.1 lakhs as against ' 170,850.10 lakhs achieved during the previous year. Profit after tax from for the year ended 31^st March 2022 was ' 10,037.6 lakhs as against ' 13,623.4 lakhs earned during the previous year. For Subsidiary Companies' performance please refer to Annexure I.

On a Consolidated basis, your Company's Total Income for the year ended 31^st March 2022 stood at ' 220,580.8 lakhs, as compared to ' 187,112.7 lakhs in FY 2020-21.

During the year under review, your Company faced many challenges viz. overall impact of two waves of Covid-19, energy crisis in China resulting in supply chain disruption, volatile geo-political situation on account of ongoing Russia-Ukraine crisis, unprecedented increase in raw material

and indirect material cost. Despite challenging environment, your Company managed to deliver resilient performance during the year under review.

(B) EXPORTS:

Your Company continues to focus on export markets. Initiatives are directed towards engaging with overseas markets with a view to testing and demonstrating international competitiveness and seeking profitable opportunities for growth. The Company's overseas Wholly Owned Subsidiaries set up with the objective of marketing and selling Pigments continue to record improved performance. The Overseas Subsidiaries have entered a consolidation phase and will play a crucial role in positioning the Company as a dominant player in the Global Pigment Industry.

(C) OPERATIONS

Information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

(D) CAPACITY EXPANSION:

Despite impact of Covid-19 on operations, the Company continued its expansion plans and has incurred capex spend of ' 302.44 crores during the year under review. This capital expenditure is primarily aimed at augmenting production capacities at Roha and Mahad facilities.

(E) HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY / AssOcIATE / Joint vENTURE COMPANIES:

Shareholders are requested to refer Annexure II for highlights of performance of abovementioned companies and their contribution to the overall performance of the Company during the year under review. The Company has the Wholly Owned Subsidiaries viz., RIECO Industries Limited, Sudarshan CSR Foundation, Sudarshan Europe B.V., Sudarshan (Shanghai) Trading Company Limited, Sudarshan Japan Limited and Step-Down Subsidiaries viz., Sudarshan North America Inc. and Sudarshan Mexico S de R. L. De CV.

3. IMPAcT OF cOVID-19:

Outbreak of Covid-19 in India and world and partial lockdowns on account of the pandemic severely impacted the domestic demand during first quarter of the year. Several customers reported significant shrinkages in the margins.

Prioritisation of oxygen supply to medical sector instead of industrial requirements and non-availability of manpower impacted the execution of capex projects during the first quarter of the year. As compared to second wave, the impact on operations on account of third wave in the last quarter of the year was limited.

4. DIVIDEND:

The Board of Directors at its meeting held on 26^th May 2022, had recommended a Final Dividend of ' 5/- (Rupees Five only) per equity share of ' 2/- each (i.e. 250%) for FY 2021-22. A proposal seeking shareholders' approval for the declaration and payment of the said Final Dividend for FY 2021-22 is forming part of the Notice. If approved by the Shareholders, the Final Dividend shall be paid between 22^nd August 2022 and 29^th August 2022. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. The dividend payout is in accordance with the Company's Dividend Distribution policy.

For the year ended 31^st March 2021, the dividend paid was ' 6/- per Equity Share of ' 2/- each, (i.e. 300%). The Dividend Distribution Policy of the Company is provided as Annexure III to this Report, and is also available on the website of the Company https://www. sudarshan.com/perch/resources/dividend-distribution-policy-1.pdf..

5. share capital:

The paid-up Equity Share Capital as on 31^st March 2022 was ' 1,384.5 lakhs. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

NON - CONVERTIBLE DEBENTURES:

During the year under review, the Board of Directors at its meeting held on 28^th March 2022, had accorded its approval for issue of unsecured non-convertible debentures on private placement basis upto ' 200 crores, in one or more tranches / series, subject to approval of shareholders. Approval of shareholders by way of Special Resolution through Postal Ballot was received on 13^th May 2022.

6. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to the General Reserve.

7. FIXED DEPOSITS:

The Company's erstwhile Public Deposit Scheme was closed in the year 2015. There was no failure in making repayment of Fixed Deposits on maturity and the interest due thereon in terms of the conditions of the said scheme. During the year under review, the Company has not accepted any deposit from the public / members pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

8. directors' responsibility STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013, Directors of the Company, to the best of their knowledge and belief with respect to FY 2021-22, state that :

i. in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

9. corporate governance:

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled 'Report on Corporate Governance' has been included in this Annual Report, along with the reports on the Management Discussion and Analysis and Shareholders' Information.

A certificate from Auditors of the Company regarding compliance of conditions of corporate governance is given separately in this Annual Report.

10. MANAGEMENT DIScUSSioN AND ANALYSIS:

A Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, Company Performance, Business and Operations is given separately in the Annual Report.

11. BUSINESS RESpoNSIBILITY REpoRT:

Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalisation (calculated as on 31^st March of every financial year), shall include a Business Responsibility Report (BR Report).

Since Sudarshan Chemical Industries Limited is one of the top 1000 listed entities as on 31^st March 2022, the Company, as in the previous years, has presented its BR Report for FY 2021-22, which is part of this Annual Report.

12. contracts AND ARRANGEMENTS WITH RELATED pARTIES:

All transactions entered into with related parties during the financial year were in ordinary course of business and at arm's length basis, which were approved by the

Audit Committee. The Board has approved a policy for related party transactions which is available on the Company's website at http://www.sudarshan.com/ perch/resources/related-party-transaction-policy.pdf The particulars of contracts or arrangements made with related parties pursuant to Section 188 is covered in Notes to the Financial Statements and material contracts / arrangements made with related parties is given in Form AOC-2 which is attached as Annexure IV to this report. None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of the members is drawn to the disclosure set out in Notes to Financial Statements forming part of the Annual Report.

The particulars of loans / advances / investments etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI Listing Regulations, 2015, are furnished as a part of the Financial Statements.

The transaction(s) of the Company with any person or entity belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI Listing Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

13. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, and rules made thereunder and Regulation 18 of the SEBI Listing Regulations, 2015, the Company has in place an Audit Committee.

As on 31^st March 2022, the composition of the Audit Committee is as under -

a) Mrs. S. A. Panse - Chairperson

b) Mr. D. N. Damania

c) Mr. S. K. Asher

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during FY 2021-22.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has in place a CSR Committee constituted as per the provisions of Section 135 of the Companies Act, 2013, and Rules made thereunder, details of which are mentioned in the Corporate Governance Report forming part of this Annual Report.

The Company has been carrying out various CSR activities in the areas specified in terms of Section 135 read with Schedule VII of the Companies Act, 2013, and Rules made thereunder. The details of CSR activities undertaken by the Company are annexed herewith as Annexure V. The CSR Policy of the Company is available on the Company's website at http://www. sudarshan.com/perch/resources/csr- policy.pdf csR policy in brief:

The focus of the CSR activities is on women empowerment, environment, health, etc., and the projects would be planned and implemented accordingly.

The Company shall spend at least 2% (two %) of the average net profits, calculated in accordance with the provisions of the Companies Act, 2013, and Rules made thereunder, made by it in three immediately preceding financial years.

The Annual Report on CSR activities is annexed herewith as Annexure v.

15. risk management and internal controls:

The Company has put in place appropriate risk assessment and minimisation procedures, which are reviewed by the Risk Management Committee, Audit Committee and the Board. As per the requirements of SEBI Listing Regulations, 2015, a Risk Management Committee has been constituted with responsibility of preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board. The Committee is supported by an Enterprise Risk Management (ERM) team which provides advice on various risks and the appropriate Governance framework and ensures that risks are identified, measured and managed in accordance with the Companies Policies and risk objectives. The Committee holds meetings periodically where gap between two meetings does not exceed 180 days. The risks faced by the Company and their minimisation procedures are assessed periodically.

According to Section 134(5)(e) of the Companies Act, 2013, and rules made thereunder, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance checks by the Statutory Auditors and the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. To further strengthen the compliance processes the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generate alerts for proper and timely compliance.

Risk Management Policy is available on the Company's website at http://www.sudarshan.com/perch/ resources/ risk-management-policy-2.pdf

Details of the Risk Management Committee are given in the Corporate Governance Report.

16. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Appointment of Directors, including criteria for determining qualifications, positive attributes, independence of a Director is available on the website of the Company at https://www. sudarshan. com/ perch/resources/ remuneration-policy. pdf.

The policy on Remuneration and other matters provided in Section 178(3) of the Act, is available on https://www. sudarshan.com/ perch/resources/remuneration-policy. pdf.

17. changes in directors and key managerial personnel:

Mr. P. R. Rathi (DIN:00018577), Chairman and Non - Executive and Non - Independent Director, was liable to retire by rotation, and being eligible had offered himself for the reappointment at the 70^th Annual General Meeting held on 6^th August 2021. The members' approval was sought at the 70^th Annual General Meeting for re-appoinment of Mr. P. R. Rathi as a Non - Executive and Non - Independent Director, based on the recommendation of the Nomination and Remuneration Committee and Board.

As per the provisions of Section 152 of the Companies Act, 2013, and Rules made thereunder and as per the Articles of Association of the Company, Mr. A. N. Rathi (DIN: 00018683) Non - Executive and NonIndependent Director of the Company retires by rotation and being eligible, offers himself for reappointment. A resolution seeking members' approval for his reappointment forms part of the Notice.

During the year under review, the non-executive directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

The Board has made the recommendation for above appointment / re-appointment of Directors based on the recommendation of the Nomination and Remuneration Committee (NRC). NRC has made its recommendation after ensuring that none of the Directors seeking appointment / re-appointment is debarred from holding the position of a Director by virtue of any Order from Securities and Exchange Board of India (SEBI), The Ministry of Corporate Affairs (MCA) or any other Regulatory Authority.

The Board is of the opinion that the Independent Directors appointed / re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency).

Details of the Director seeking appointment / re- appointment including profile of this Director, are given in the Notice convening the 71^st Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 203 of the Companies Act, 2013, and rules made thereunder, following are the Key Managerial Personnel of the Company for the year ended 31^st March 2022:

a. Mr. R. B. Rathi, Managing Director

b. Mr. A. Vij, Wholetime Director

c. Mr. Nilkanth Natu, Chief Financial Officer

d. Mr. Mandar M. Velankar, Deputy General Manager - Legal and Company Secretary.

DECLARATION BY INDEPENDENT DIRECTORS: Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). Annual Evaluation of Board of Directors, its Committees and Individual Directors:

The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors, and accordingly, an annual evaluation of the performance of the Board, Committees and individual directors has been carried out pursuant to the provisions of the Act and SEBI Listing Regulations, 2015.

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.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January 2017.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At a separate board meeting, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated. The Directors were satisfied with the evaluation results, which reflected the overall commitment and sense of duty. The Board has also adopted a Board Diversity Policy. The policies of Board diversity and performance evaluation of Directors of the Company can be accessed from the Company's website at https:// www.sudarshan. com/ perch/resources/remuneration- policy.pdf

18. employee stock options:

The Board of Directors of the Company had discussed and approved the Employee Stock Options Plan i.e. Sudarshan Employee Stock Option Plan 2018, in terms of applicable regulations.

At the meeting held on 28^th February 2020, the Board of Directors had approved the Scheme for grant of Stock Appreciation Rights Plan (SARs), for which approval of shareholders was sought by way of Postal Ballot.

During the year under review, the Nomination and Remuneration Committee did not approve any options/ SARs to eligible employees.

19. industrial relations:

Industrial relations continue to remain cordial at Roha and Mahad plants and at R & D Laboratory situated at Ambadvet (Sutarwadi), Dist. Pune. The Board of Directors record its appreciation of the commitment and support of employees at all levels.

20. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company believes that a Board, which is well informed / familiarised with the Company and its affairs, can contribute significantly and effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on changes

/ developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment and on matters affecting the Company. The details of the programmes, are placed on http://www.sudarshan.com/perch/ resources/ familiarisation-of-independent-directors.pd.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKpLAcE (pREvENTION, pROHIBITION AND REDRESSAU Act, 2013:

Pursuant to the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the said act. During the year under review, no complaint was received by the Internal Complaints Committee of the Company. To build awareness amongst its employees, the Company has been conducting induction/training programmes in the organisation on a continuous basis.

The Company has the Policy on Prevention of Sexual Harassment at Workplace which is available on the website of the Company at http://www.sudarshan. com/perch/resources/policy-on-prevention-of-sexual-harassment-at- workplace.pdf

22. AUDITORS AND AUDITORS' REpORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules made thereunder, B S R & Associates, LLP, Chartered Accountants, (Firm Registration No.: 116231W/W-100024) were appointed as Statutory Auditors of the Company for a period of 5 (five) years i.e. from the conclusion of 66^th Annual General Meeting, till the conclusion of the 71^st Annual General Meeting of the Company to be held in 2022.

As per the provisions of Section 139, 142 of the Companies Act, 2013, and Rules made thereunder and based on the recommendation of the Audit Committee, the Board of Directors at

its meeting held on 26^th May 2022, had appointed M/s. S R B C & CO LLP (Firm Registration No.: 324982E/E300003), Chartered Accountants, Pune, as Statutory Auditors of the Company for a term of 5 (Five) years i.e. from the conclusion of this 71^st Annual General Meeting upto the conclusion of the 76^th Annual General Meeting to be held in year 2027, subject to approval of shareholders.

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, M/s. S R B C & CO LLP, Chartered Accountants, Pune, have confirmed that they are eligible to be appointed as Statutory Auditors.

A resolution seeking approval of shareholders for appointment of M/s. S R B C & CO LLP as Statutory Auditors forms part of the Notice convening 71^st Annual General Meeting.

The notes on the Audited Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call for any further comments. The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

23. cOST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. The Board of Directors had on the recommendation of the Audit Committee, appointed Mrs. Ashwini Kedar Joshi (Sole Proprietor), Cost Accountant, Pune (Registration No.: 102387) for conducting the cost audit of the Company for FY 2022-23.

Mrs. Joshi has confirmed that her appointment is within the limits of Section 141 (3)(g) of the Companies Act, 2013, and Rules made thereunder, and has also certified that she is free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, resolution seeking members' ratification for remuneration to be paid to Cost Auditor is included in the Notice convening the Annual General Meeting. Further, the Board hereby confirms that the maintenance of cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013, and rules

made thereunder, is required and accordingly, such accounts / records have been made and maintained..

24. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS:

Dr. K. R. Chandratre, a Practicing Company Secretary, (FCS No. 1370, C. P. No. 5144) Pune, was appointed as the Secretarial Auditor of the Company for FY 2021-22 as per Section 204 of the Companies Act, 2013, and rules made thereunder. The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure VI and forms part of this report.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Company is compliant with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS Under Section 143(12):

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013, and rules made thereunder.

26. details in respect of adequacy of internal financial controls with reference to financial STATEMENTS:

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for checks and balances. The Company has maintained a proper and adequate system of internal controls. The system is designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with applicable laws and regulations. The organisation is well structured and the policy guidelines are well documented with pre- defined authority where monetary decision is involved. Structured management information and reporting systems together with an exhaustive budgetary control process for all major operational activities form part of the overall control mechanism to ensure that requisite information related to all operations are reported and are available for control and review. The Company has established a well laid out policy to

maintain the highest standards of environment, safety and health while maintaining operational integrity. This policy is strictly adhered to at all locations of the Company. The Company's internal control systems commensurate with the nature and size of its business operations. The Audit Committee of the Board of Directors regularly reviews the adequacy of internal control system.

The Company, with a view to encourage independent approach, has appointed a team of qualified professionals in the form of Internal Auditors duly supported by the Finance Department who conduct operational and system audits in accordance with an audit plan approved by the Audit Committee. Internal Auditors as part of their assignment, evaluate and assess the adequacy and effectiveness of internal control measures and the compliance with policies, plans and statutory requirements. The internal audit reports are reviewed at Audit Committee Meetings and appropriate action on the recommendations is initiated by the Management.

27. research and development:

The Company recognises the need to have well equipped Research & Development (R&D) facilities to meet customer requirements and developing cutting edge products. As a natural corollary, your Company continues to invest in a comprehensive R&D Programme leveraging its world-class infrastructure, benchmarked processes, state- of-the-art technology and a business-focused R&D strategy.

The Company has spent ' 10.54 crores during the year under review on R&D. Company's in-house R&D facilities are recognised by the Ministry of Science and Technology, New Delhi, on behalf of Government of India.

Details related to Research and Development are mentioned in the Annexure I to this Report.

28. DIScLoSURES:

board and its committees:

The details of the Board and it's Committees are given in the Report on Corporate Governance.

MEETINGS oF THE BAoRD:

During FY 2021-22, 7 (Seven) Board Meetings were held, details of which are given in the Corporate Governance Report, which is a part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Material changes and commitments if any, affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

Annual Accounts of Subsidiary Companies:

A copy of the Audited Financial Statements for each of the Subsidiary Companies for the year ended 31^st March 2022, wherever applicable, will be made available to the members of the Company seeking such information at any point of time and will also be available for inspection at the Registered Office of the Company during working hours till the date of the Annual General Meeting. The same shall also be placed on the website at www.sudarshan.com. The salient features of Financial Statements of Subsidiary Companies is given in Annexure II of this report.

Sudarshan Europe B. V. is the Material Subsidiary of the Company for the year ended 31^st March 2022. The Company has complied with all the legal requirements in respect of the Material Subsidiary.

In conformity with the provisions of the SEBI Listing Regulations, 2015, the Board has formulated a policy for determining "material subsidiaries". The Policy can be accessed from the Company's website at http://www.sudarshan.com/perch/resources/material-subsidiary- policy.pdf

There has been no material change in the nature of the business of Subsidiaries..

Consolidated Financial Statements:

Your Company's Board of Directors is responsible for the preparation of the Consolidated Financial Statements of your Company and its Subsidiaries ('the Group'), in terms of the requirements of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of your Company, as aforesaid. The Consolidated Financial Statements of the Company and its subsidiaries is provided separately and forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy:

Your Company's Whistle blower Policy encourages Directors and employees and business associates to bring to the Company's attention, instances of unethical behaviour, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact your Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is your Company's Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. During the year under review, no complaint was received from a whistleblower.

The vigil mechanism / whistle blower policy is available on the Company's website at http:// www.sudarshan. com/perch/resources/whistle-blower-vigil-mechanism-policy.pdf Annual Return:

The Annual Return of the Company for the year under review is available on the website of the Company at www.sudarshan.com

Particulars of loans, guarantees or investments under Section 186

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013, have been disclosed in the Audited Financial Statements.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report vide Annexure I.

particulars of Employees and Related parties

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided as Annexure I and vII.

Disclosure pursuant to section 197(14) of the companies Act, 2013, and Rules made there under

Managing Director and Whole Time Director of the Company are not in receipt of any remuneration and / or commission from any Holding / Subsidiary Company, as the case may be.

significant and Material orders passed by the Regulators and courts

There are no significant material orders passed by the regulators or courts which would impact the going concern status of the Company and its future operations.

Restriction on purchase by company or giving of Loans by it for purchase of its shares

Pursuant to the provisions of Section 67(3)(c) of the Companies Act, 2013, and rules made thereunder, the Company has not given any loan exceeding the limit mentioned therein, to persons in the employment of the Company other than its Directors or Key Managerial Personnel, for purchase or subscribe shares of the Company.

statement of Deviation(s) or variation(s)

During the year under review, there was no instance to report containing Statement of Deviation(s) or Variation(s) as per Regulation 32 of SEBI Listing

Regulations, 2015.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016, during the year along with their status as at the end of the Financial Year - Nil, hence not applicable.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or Financial Institutions along with the reasons thereof - Not Applicable.

29. REcoGNITIoN

Details of the awards received during the year under review are disclosed separately in this Annual Report.

30. appreciation

The Directors thank the Company's employees, customers, vendors, investors and business partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

Your Directors place on record their gratitude to Bank of Maharashtra, State Bank of India, ICICI Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank, Citi Bank N.A., IDFC First Bank, Kotak Mahindra Bank Limited, Axis Bank Limited and Yes Bank Limited for their co- operation and assistance. Your Directors also place on record their appreciation of the services rendered by BMGI.

The Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Directors appreciate and value the contribution made by every member of the Sudarshan family.

For and on behalf of the Board of Directors For SUDARSHAN CHEMICAL INDUSTRIES LIMITED

Date: 26^th May 2022 p. R. RATHI

Place: Pune CHAIRMAN