Kansai Nerolac Paints — Annual Report 2021

Jun 2, 2021

June 2, 2021

• 1. Corporate Relationship Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.
• 1. Manager Listing National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.

Sub.: Annual Report of Kansai Nerolac Paints Limited for the Financial Year 2020-21 along with the Notice of the 101st Annual General Meeting

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Ref.: 1. Regulation 30 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 2. Scrip Codes : BSE - 500165, NSE - KANSAINER

Dear Sirs,

In terms of the provisions of Regulation 30 and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Annual Report of Kansai Nerolac Paints Limited for the Financial Year 2020-21 ("Annual Report") along with the Notice of the 101st Annual General Meeting ("AGM") is enclosed herewith. The Notice of the AGM is given on Page nos. 92 to 102 of the Annual Report*. (1) Annual Report, which contains the Notice of the AGM and (2) Notice of the AGM are being filed separately for Stock Exchange disclosure purposes.*

The Annual Report contains the information to be given and disclosures required to be made in terms of Regulation 34(2) and 34(3) of the SEBI Listing Regulations.

We wish to inform you that the AGM will be held on Friday, June 25, 2021 at 11.00 a.m. (IST), through Video Conferencing or Other Audio Visual Means. The AGM will be held without the physical presence of the Shareholders at a common venue. This is in view of the continuing COVID-19 pandemic and in compliance with the General Circular No. 02/ 2021 dated January 13, 2021 read with General Circular 20/ 2020 dated May 5, 2020, General Circular No. 14/ 2020 dated April 8, 2020, and General Circular No. 17/ 2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs (collectively referred to as "MCA Circulars"), Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with Circular No. SEBI/HO/CFD/CMD1/CIR/ P/2020/79 dated May 12, 2020 ("said SEBI Circulars") issued by the Securities and Exchange Board of India and relevant provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Further, in accordance with the aforesaid MCA Circulars and said SEBI Circulars, the Notice of the AGM along with the Annual Report is being sent only by electronic mode to those Shareholders whose email addresses are registered with the Company/ Depository Participants. The Annual Report together with the Notice of the AGM is being dispatched to the Shareholders today.

The agenda items proposed to be taken up at the AGM are as mentioned below:

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Sr.No.	Agenda proposed to be taken up	Resolution to be passed
	Ordinary Business:
1.	Adoption of audited financial statements (includingtheconsolidatedfinancialstatements)oftheCompany for the year ended 31st March, 2021 and theReports of the Board of Directors and the Auditorsthereon.	Ordinary Resolution
2.	Confirmation ofinterim dividend of ₹1.25 (125%) perEquity Share of the nominal value of ₹1 each alreadypaid and declaration of a final dividend of ₹4.00(400%) per Equity Share of the nominal value of ₹1each which includes special dividend of ₹2.00 (200%)per Equity Share of the nominal value of ₹1 each forthe year ended 31st March, 2021.	Ordinary Resolution
3.	Appointment of a Director in place of Mr. Anuj Jain,Whole-time Director (holding Director IdentificationNumber 08091524), who retires by rotation and beingeligible, offers himself for re-appointment.	Ordinary Resolution
4.	Appointment of a Director in place of Mr. HitoshiNishibayashi,Non-ExecutiveDirector(holdingDirectorIdentificationNumber03169150),whoretires by rotation and being eligible, offershimselffor re-appointment.	Ordinary Resolution
	Special Business*:
5.	Ratification of remuneration of the Cost Auditor,D.C.Dave&Co.,CostAccountants(FirmRegistration No. 000611), for the financial yearending 31st March, 2022, as recommended by theAudit Committee and approved by the Board ofDirectors.	Ordinary Resolution

* considered to be unavoidable by the Board of Directors of the Company.

Please take the above submission on record.

For KANSAI NEROLAC PAINTS LIMITED

G T GOVINDARAJA N Digitally signed by G T GOVINDARAJAN Date: 2021.06.02 10:01:39 +05'30'

G. T. GOVINDARAJAN COMPANY SECRETARY

Encl: Notice of the AGM

KANSAI NEROLAC PAINTS LIMITED

Tel.: Fax: Website: www.nerolac.com Investors Relations Email ID: investor@nerolac.com Corporate Identity Number (CIN):

Notice

NOTICE is hereby given that the 101st Annual General Meeting of Kansai Nerolac Paints Limited will be held through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), on Friday, 25th June, 2021 at 11 a.m. (IST), to transact the following business:

Ordinary Business:

• Company for the year ended 31st March, 2021 and the Reports of the Board of Directors and the Auditors thereon.
• the year ended 31st March, 2021.
• 1. To appoint a Director in place of Mr. Anuj Jain, eligible, offers himself for re-appointment.
• Number 03169150), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

Resolution as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of of the Companies Act, 2013, read with the Companies re-enactment thereof, for the time being in force), the remuneration of the Cost Auditor, D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), to conduct the audit of the cost records 31st March, 2022, as recommended by the Audit Committee and approved by the Board of Directors, and/or key managerial personnel of the Company be and are hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution."

For and on behalf of the Board

P. P. Shah Chairman

Mumbai, 7th May, 2021

NOTES:

1. In view of the ongoing COVID-19 pandemic, social distancing is a norm to be followed and Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 02/2021 dated 13th January, 2021 read with General Circular 20/2020 dated 5th May, 2020, General Circular No. 17/2020 dated 13th April, 2020 (collectively referred to as "said Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC/OAVM, without the physical presence of the Members at a common venue. In this Annual Report, the connotation of "Members" and "Shareholders" is the same.

Accordingly, in compliance with the applicable provisions of the Companies Act, 2013 ("Act") read with the said Circulars and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has decided to convene its ensuing 101st AGM through VC/OAVM, and the Members can attend and participate in the ensuing AGM through VC/OAVM.

1. Explanatory Statement pursuant to Section 102 of the Act relating to Item no. 5 of the Notice of the 101st AGM, which is considered to be unavoidable by the Board of Directors of the Company, is annexed hereto. Also, relevant details in respect of Directors seeking re-appointment at the AGM, in terms Regulations and Clause 1.2.5 of Secretarial Standard - 2 on General Meetings are also annexed to this notice.

1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. VC/OAVM, whereby physical attendance of Members has been dispensed with and in line with Circular CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 ("said SEBI Circulars") issued by the Securities and Attendance Slip are not annexed to this Notice.

113 of the Act read with the said Circulars, Corporate Members are entitled to appoint their authorized representatives to attend the AGM through VC/OAVM on their behalf and participate thereat, including cast votes by electronic means (details of which are provided separately, hereinbelow). Such Corporate Members are requested to refer 'General Guidelines for for more information.

• mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be served basis. This will not include large Shareholders Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without
• 1. The attendance of the Members attending the AGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. The Shareholders, seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Monday, 21st June, 2021, through Email on agm@nerolac.com. The same will be replied by/on behalf of the Company suitably.
• 1. In view of the continuing COVID-19 pandemic, copies of the Annual Report and in line with the said Circulars issued by the MCA and said SEBI Circulars, the Annual Report including Notice of the 101st AGM of the Company inter alia indicating the process and manner of e-voting is being sent only by Email, to all the Shareholders whose Email IDs are registered

with the Company/ Depository Participant(s) for communication purposes to the Shareholders and to all other persons so entitled.

Further, in terms of the applicable provisions of the Act, SEBI Listing Regulations read with the said Circulars issued by MCA and said SEBI Circulars, the Annual Report including Notice of the 101st AGM of the Company will also be available on the website of the Company at www.nerolac.com. The same can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of NSDL i.e. www.evoting.nsdl.com.

8. Voting through Electronic Means

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the said Circulars issued by the Ministry of Corporate Affairs, the Company is providing facility of "e-voting" to its Members in respect of the business to be transacted at the AGM, by electronic means. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL.

Further, in accordance with Section 108 of the Act read with Rule 20 of the Companies (Management "cut-off date" to determine the eligibility to vote by remote e-voting or e-voting at the AGM. A person whose name is recorded in the Register of Members by the depositories as on the cut-off date, i.e. Friday, 18th June, 2021, shall be entitled to avail the facility of remote e-voting or e-voting at the AGM.

Only those Shareholders, who will be present at the AGM through VC/OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.

No. 2520 or failing him Mr. Sohan J. Ranade, No. 12520 or failing him Ms. Tejaswi P. Jogal, Associates, Company Secretaries in practice, as the Scrutinizer to scrutinize the remote e-voting and the e-voting at the AGM in a fair and transparent manner.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Tuesday, 22nd June, 2021 at 9:00 A.M. and ends on Thursday, 24th June, 2021 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear as on the record date (cut-off date) i.e. Friday, 18th June, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date being Friday, 18th June, 2021. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type ofshareholders	Login Method
IndividualShareholdersholding securitiesin demat mode withNSDL.	1. If you are already registered forNSDL IDeAS facility, pleasevisitthee-Serviceswebsiteof NSDL. Open web browserby typing the following URL:https://eservices.nsdl.com/either on a Personal Computeror on a mobile. Once the homepage of e-Services is launched,clickontheOwner" icon under "Login"whichisavailableunder"IDeAS" section. A new screen

Type of	Login Method
shareholders
	your User ID and PasswordAfter successful authentication,you will be able to see e-Votingservices. Clickon"Accessto e-Voting" under e-Votingservices and you will be ableto see e-Voting page. Clickon options available againstcompany name or e-Votingservice provider – NSDL andyou will be re-directed to NSDLe-Voting website for castingyour vote during the remotee-Voting period or joining virtualmeeting & voting during themeeting.
	2. If the user is not registeredfor IDeAS e-Services, optiontoregisterisavailableathttps://eservices.nsdl.com.Select"RegisterOnlinefor IDeAS" Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website ofNSDL.Openwebbrowserby typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computeror on a mobile. Once the homepage of e-Voting system islaunched, click on the icon"Login"whichisavailablesection. Anewscreenwillyour User ID (i.e. your sixteendigit demat account numberheld with NSDL), Password/as shown on the screen. Aftersuccessful authentication, youwill be redirected to NSDLDepository site wherein youcan see e-Voting page. Clickon options available againstcompany name or e-Votingserviceprovider–NSDLand you will be redirected toe-Voting website of NSDL forcasting your vote during theremotee-Votingperiodorjoining virtual meeting & votingduring the meeting.

Type ofshareholders	Login Method	Type of
IndividualShareholdersholding securitiesin demat mode withCDSL	1. Existing users who have optedforEasi / Easiest,theycanlogin through their user id andpassword. Option will be madeavailabletoreache-Votingpagewithoutanyfurtherauthentication. The URL forusers to login to Easi / Easiestarehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com and click onNew System Myeasi.	Individualparticipants
	2. AftersuccessfulloginofEasi / Easiest the user will bealso able to see the E VotingMenu. The Menu will have linksof e-Voting service provideri.e. NSDL. Click on "NSDL" to
	cast your vote.3. If the user is not registeredforEasi / Easiest,optiontoregister is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	directly access e-Voting page	CDSL.
	by providing demat AccountNumber and PAN No. froma link in www.cdslindia.comhomepage.Thesystemwill authenticate the user bysendingOTPonregisteredMobile & Email as recorded	Individual
	in the demat Account. Aftersuccessful authentication, userwill be provided links for therespectivee-VotingServiceProvider i.e. NSDL where thee-Voting is in progress.	Individual

Type of	Login Method
shareholders
IndividualShareholders(holding securitiesin demat mode)login throughtheir depositoryparticipants	credentials of your demat accountthrough your Depository Participantregistered with NSDL / CDSL fore-Voting facility. Once login, you willbe able to see e-Voting option. Onceyou click on e-Voting option, youwill be redirected to NSDL / CDSLDepository site after successfulauthentication, wherein you can seee-Voting feature. Click on optionsavailable against company name ore-Voting service provider-NSDLand you will be redirected to e-Votingwebsite of NSDL for casting yourvote during the remote e-Votingperiod or joining virtual meeting &voting during the meeting.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
IndividualShareholders holdingsecurities in dematmode with NSDL	Members facing any technicalissue in login can contact NSDLhelpdesk by sending a requestat evoting@nsdl.co.in or call attoll free no.: 1800 1020 990 and
IndividualShareholders holdingsecurities in dematmode with CDSL	Members facing any technicalissue in login can contact CDSLhelpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022-23058738 or

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is
  • your User ID, your Password/OTP and a

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Manner of holding shares(NSDLorCDSL)or	Your User ID is:
Physical
a)ForMemberswhohold shares in demataccount with NSDL.	8 Character DP ID followedby 8 Digit Client IDFor example if your DP IDis IN300*** and Client ID is12****** then your user ID isIN30012***.
b)ForMemberswhohold shares in demataccount with CDSL.	Forexampleifyour12************** then youruser ID is 12**************
c)For Members holdingsharesinPhysicalForm.	EVEN Number followed byFolioNumberregisteredwith the companyFor example if folio numberis 001*** and EVEN is

• 1. Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system communicated to you. Once you retrieve force you to change your password.

• (i) If your email ID is registered in your demat account or with the is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

• a) Click on "Forgot User Details/ Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting. nsdl.com.

• b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/ folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
  • i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also when prompted.
  • successfully" will be displayed.
  • by you by clicking on the print option on the
  • will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jhr@jhrasso.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost to the e-voting website will be disabled upon password. In such an event, you will need to go on www.evoting.nsdl.com to reset the password.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and Senior Manager – NSDL or Ms. Pallavi Mhatre, Manager - NSDL or Mr. Sagar Ghosalkar, Assistant Manager - NSDL at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. If your e-mail address is not registered with the Depositories (if shares held in electronic form) / Company (if shares held in physical form), you may register on or before June 15, 2021 5:00 p.m. (IST) to receive the Notice of the AGM along with the Annual Report 2020-21 by completing the process as under:
• a. Visit the link https://tcpl.linkintime.co.in/ EmailReg/Email_Register.html
• b. Select the name of the Company from dropdown.
  • DP ID and Client ID (if shares held in electronic held in physical form), Shareholder name, PAN, mobile number and e-mail ID.
• d. System will send OTP on mobile no. and e-mail ID.
• e. Enter OTP received on mobile no. and e-mail ID and submit.
• 1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned (self attested scanned copy of Aadhar Card) by email to evoting@nsdl.co.in for procuring the User ID and Password for e-Voting.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), Aadhar Card) to evoting@nsdl.co.in for procuring the User ID and Password for e-Voting. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1(A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholder holding securities in demat mode.

on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will not be eligible to vote at the AGM.
  • for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• Mobile Devices or Tablets or through Laptop respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

• 1. Shareholders who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered Email ID mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at agm@nerolac.com from Friday, 18th June, 2021 (from 9.00 a.m.) to Monday, 21st June, 2021 (upto 5.00 p.m.). Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Other Information:

(i) Any person holding shares in physical form and non-individual shareholder who acquires shares of the Company and becomes a Member of the Company after sending of Notice and holding shares in demat mode as on the cut-off date may obtain the login ID and password by sending a request at evoting@nsdl.co.in. he/she is already registered with NSDL for remote e-voting then he/she can cast his/her vote by using existing User ID and password and by following the procedure as mentioned above or by voting at the AGM. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no.

In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Friday, 18th June, 2021 may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-Voting system.

Those persons, who have acquired shares and have become members of the Company after the dispatch of Notice of the AGM by the Company and whose names appear in the Register of Members date i.e. Friday, 18th June, 2021 shall view the or on the website of NSDL.

(ii) Every Client ID No./ Folio No. will have one vote, irrespective of number of joint holders.

Scrutinizer's Report and Declaration of results

• (i) The Scrutinizer shall, after the conclusion of vide e-voting at the AGM and thereafter shall, unblock the votes cast through remote e-voting, in the presence of at least two witnesses not in votes cast in favour or against, not later than to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
  • www.nerolac.com and on the website of NSDL i.e. www.evoting.nsdl.com. The Company shall simultaneously forward the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.
• 1. The Shareholders who are holding shares in dematerialized form and have not yet registered their e-mail IDs with their Depository Participant are requested to register their Email ID at the earliest, to enable the Company to use the same for serving documents to them electronically, hereafter. Shareholders holding shares in physical form may kindly provide their Email ID to the Registrar & Transfer Agent of the Company viz. TSR Darashaw Consultants Private Limited ("TSR Darashaw"), by sending an e-mail at csg-unit@tcplindia.co.in. The support of the Shareholders

10. Dividend

• (i) The Board of Directors has recommended for in addition the Company had declared interim on November 27, 2020. Accordingly, the total Equity Share declared last year.
• (ii) The Register of Members and Share Transfer books of the Company will remain closed from Saturday, 19th June, 2021 to Friday, 25th June, 2021 (both days inclusive), for the purpose of AGM and Dividend. The Dividend, if declared, will be payable on or after Wednesday, 30th June, 2021, to those Shareholders

whose names are registered as such in the Register of Members of the Company as on Friday, 18th June, 2021 provided by the NSDL and CDSL, subject to deduction of tax at source where applicable.

• (iii) Payment of Dividend through electronic means
• (a) The Company provides the facility to the Shareholders for remittance of dividend directly in electronic mode through National of the continuing COVID-19 pandemic and of physical dividend warrants, Shareholders holding shares in physical form and desirous of availing this facility of electronic remittance are requested to provide their latest bank account details (Core Banking Solutions Enabled Account Number, 9 digit MICR and 11 digit IFSC Code), along with their Folio Number, to the Company or TSR Darashaw. Shareholders holding shares in dematerialized form are requested to provide the said details to their respective Depository Participants.
• (b) In line with the General Circular No. 02/2021 dated 13th January, 2021 read with General Circular No. 20/2020 dated 5th May, 2020 issued by the MCA, in case the Company is unable to pay the dividend to any shareholder by the electronic mode, due to nonavailability of their latest bank account details (Core Banking Solutions Enabled Account Number, 9 digit MICR and 11 digit IFSC Code), the Company shall dispatch the dividend warrant/ cheque to such shareholder by post.
• (c) Shareholders holding shares in dematerialized form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company/TSR Darashaw cannot act on any request received directly from the Shareholders holding shares in dematerialized form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Shareholders.
• (iv) Pursuant to Finance Act 2020, dividend income is taxable in the hands of Shareholders with effect from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Shareholders at the prescribed rates.

For the prescribed rates for various categories, the Shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The Shareholders are requested to update their PAN with the Company/TSR Darashaw (in case of shares held in physical mode) and their respective Depository Participants (in case of shares held in dematerialized form).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a Email to csg-exemptforms2122@tcplindia.co.in by 15th June, 2021. Shareholders are requested to note that in case their PAN is not registered, the tax

Resident shareholders whose Dividend is liable for deduction of TDS at a concessional or Nil rate as per Section 197 of the Income-tax Act, 1961 of deduction or non-deduction of tax at source by Email to csg-exemptforms2122@tcplindia.co.in by 15th June, 2021.

rates under tax treaty between India and their country of residence, subject to providing the necessary documents i.e. No Permanent 10F, any other document which may be required Email to csg-exemptforms2122@tcplindia.co.in. The aforesaid declarations and documents need to be submitted by the Shareholders by 15th June, 2021.

125 of the Act, dividend which remains unpaid/ unclaimed for a period of 7 (seven) years from the date of declaration is required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Accordingly, the unpaid/ unclaimed dividend for the Company to the IEPF. Those Shareholders who that regard with the Company or TSR Darashaw.

of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), Equity Shares, in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more from the date of declaration, are also required be transferred to an account viz. IEPF Suspense Account, which is operated by the IEPF Authority pursuant to the IEPF Rules. Accordingly, in compliance with the aforesaid Rules, the Company has already transferred equity shares on which dividend remained unclaimed for 7 (seven) 2012-13 to the IEPF Suspense Account, after providing necessary intimations to the relevant Shareholders. Further, all equity shares of the Company on which dividend has not been paid or claimed for 7 (seven) consecutive years or more, shall be transferred by the Company to the IEPF from time to time.

Details of unpaid/unclaimed dividend and equity year 2012-13 are uploaded on the website of the Company as well as that of the Ministry of Corporate Affairs, Government of India ("MCA"). No claim shall lie against the Company in respect of unclaimed dividend amount and equity shares transferred to the IEPF and IEPF Suspense Account, respectively, pursuant to the IEPF Rules. Shareholders can however claim both the unclaimed dividend amount and the equity shares from the IEPF Authority by making an online application in web Form No. IEPF-5, the details of which are available at www.iepf.gov.in.

• 1. At the 99th AGM of the Company, held on 21st June, 2019, the Shareholders approved appointment of S R B C & CO LLP, Chartered of the 99th Annual General Meeting of the Company Meeting of the Company. Details of the remuneration paid to S R B C & CO LLP, Chartered Accountants, disclosed in the Financial Statements of Company, which are part of the Annual Report of the Company.
• that regard, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from 1st April, 2019 unless the securities are held in the dematerialized form with the depositories. Further, SEBI vide its circular RTAMB/CIR/P/2020/166 dated September 07, 2020 re-lodgement of physical shares for transfer and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of the same, Shareholders are requested to take action to dematerialize the Equity Shares of the Company, promptly.

100

• 1. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Shareholders holding shares in dematerialized form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Shareholders holding shares in physical form should submit their PAN to the Company/ TSR Darashaw.
• if any, pertaining to their name, postal address, Email ID, telephone/mobile numbers, PAN, mandates, nominations, power of attorney, bank details (such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc.), with necessary documentary evidence, to their Depository Participants in case the shares are held by them in dematerialized form and to the Company/TSR Darashaw in case the shares are held by them in physical form.
• 1. In terms of the provisions of Section 72 of the Act, the facility for making nomination is available for the Shareholders in respect of the shares held by them. Shareholders who have not yet registered their nomination are requested to register the same by shares in dematerialized form are requested to submit the said details to their Depository Participant(s) and the Shareholders holding shares in physical form, are requested to submit the said details to the Company or TSR Darashaw.
• 1. Shareholders are requested to quote their Folio No. or DP ID - Client ID, as the case may be, in all correspondence with the Company or the TSR Darashaw.
• 1. Since the AGM will be held through Video Conferencing/ Other Audio Visual Means, route map of venue of the AGM and admission slip is not attached to this Notice.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 5

In accordance with the Companies (Cost Records and and Audit) Amendment Rules, 2016, the Company is required to conduct cost audit of its cost records pertaining to the products falling under the product categories – Organic & Inorganic Chemicals, Ores & Mineral Products, Plastics and Polymers, Rubbers and Allied Products & Insecticides or any other products required by the law, for the year ending 31st March, 2022. The products of the Company covered under the aforesaid categories are different types of hardeners, fungicidal solutions and Construction Chemicals.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, has approved the appointment of D. C. Dave & Co., Cost Accountants as the Cost Auditor for the aforesaid product categories for and out of pocket expenses.

D. C. Dave & Co., has also conveyed its willingness to act as cost auditor of the Company for the year ending 31st March, 2022. The eligibility and consent letter will be available for inspection of the Shareholders through electronic mode. Shareholders may write to the Company at agm@nerolac.com in that regard, by mentioning "Request for Inspection" in the subject of the Email.

the remuneration recommended by the Audit Committee for the Cost Auditor and approved by the Board of Directors of the Notice seeks approval of the Shareholders for the same.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives, are in any way proposed Ordinary Resolution.

of the Cost Auditor, D. C. Dave & Co. (Firm Registration No. 000611), Cost Accountants, as recommended by the Audit Committee and approved by the Board of Directors, as set out in Item no. 5 of the Notice, for approval of the Shareholders.

For and on behalf of the Board

P. P. Shah Chairman

Mumbai, 7th May, 2021

Annexure to the Notice

Details of the directors seeking appointment / re-appointment in the 101st Annual General Meeting, as set out in Item nos. 3 and 4 of this Notice, in terms of Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with clause 1.2.5 of Secretarial Standard-2 on General Meetings

Name of Director	Mr. Anuj Jain	Mr. Hitoshi Nishibayashi*
		03169150
Age	52 years	57 years
	Mr. Anuj Jain is B.Sc., MMS (Marketing) and wasDirector – Decorative and Industrial Sales & Marketingof the Company prior to his appointment as aDirector.	University of Foreign Studies, Faculty of EnglishKPJ and is presently a Director of the board, Managingwith the Company in the capacity of a Non-ExecutiveBoard of the Company.
Date of First Appointment	1st April, 2018	29th July, 2019
Directorships held in other publiccompanies (excluding this Company,foreign companies and Section 8companies)	Nil	Nil
Memberships/Chairmanships ofcommittees of other public companies #	Nil	Nil
Shareholding in the Company as on31st March, 2021	13,560 Equity Shares	Nil*

Notes:

• * Mr. Nishibayashi is a nominee of Kansai Paint Co. Ltd., Japan and does not hold any share in his personal capacity.

• In terms of the provisions of Regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Memberships/ Chairmanships in only two committees viz. Audit Committee and Stakeholders Relationship Committee (known by whichever name) are considered.

For other details such as the number of meetings of the Board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the Report on Corporate Governance which is a part of this Annual Report.