Chemcon Speciality Chemicals Limited ("the Company") together with the
audited financial statements for the financial year ended March 31, 2023.
The financial performance of the Company for the year ended March 31, 2023, is
summarised below:
As on the financial year ended March 31, 2023, the board of directors of the Company
comprised of an optimum combination of executive and non-executive directors where 50% of
the board of directors comprises of non-executive independent directors including one
woman independent director.
A. Retirement by Rotation:
As per the provisions of Section 152(6) of the Companies Act, 2013, not less than
two-third of the total number of Directors, other than Independent Directors shall be
liable to retire by rotation. One-third of these Directors are required to retire every
year and if eligible, these Directors qualify for reappointment. Accordingly, Mr. Navdeep
Naresh Goyal (DIN: 02604876), deputy managing director of the Company, shall retire by
rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible,
offers himself for reappointment.
A detailed profile of Mr. Navdeep Naresh Goyal along with additional information
required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General
Meetings is provided separately by way of Annexure to the Notice convening the 34th
Annual General Meeting of the Company. The Board recommends his re-appointment.
B. Appointment during the financial year 2022-23:
During the financial year 2022-23, Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) was
appointed as an Additional Director (Non-Executive, Independent) by the Board at its
meeting held on April 28, 2022, and subsequently approved and regularised by the
shareholder at the 33rd Annual General Meeting of the company held on July 26,
2022.
C. Re-appointment of Independent Directors:
Mr. Lalit Devidutt Chaudhary, Mr. Bharat Chunilal Shah and Ms. Neelu Atulkumar Shah
were appointed as Independent Directors of the Company by the members of the Company at
their ExtraOrdinary General Meeting held on April 29, 2019, for a term of five years
commencing from April 29, 2019, to April 28, 2024. Thus, the current term of Mr. Lalit
Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah as Independent Directors of the Company ends
on April 28, 2024.
After considering the knowledge, acumen, expertise, experience, independence and
substantial contribution and time commitments of Mr. Lalit Chaudhary, Mr. Bharat Shah and
Ms. Neelu Shah, and based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its meeting held on August 31, 2023, proposed the
re-appointment of Mr. Lalit Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah as Independent
Directors of the Company for a second term of five consecutive years commencing from April
29, 2024, to April 28, 2029 (both days inclusive), for the approval of the members who
shall not be liable to retire by rotation.
The aforesaid Independent Directors have given their declarations to the Board of
Directors to the effect that they meet the criteria of independence as provided in the Act
and Listing Regulations and that they are not disqualified from being appointed as
Director in terms of Section 164 of the Act nor debarred from holding the office of
director by virtue of any SEBI order or any other authority.
A detailed profile of the Independent Directors seeking re-appointment along with
additional information required under Regulation 36(3) of Listing Regulations and
Secretarial Standard on General Meetings is provided separately by way of Annexure to the
Notice convening the 34th Annual General Meeting of the Company.
Approval of the Members is sought for re-appointment of aforesaid Director at the
forthcoming AGM.
D. Resignation of Independent Director between the period from the closure of the
Financial
Year till the date of this report:
After the closure of the financial year ended March 31, 2023, till the date of this
report, the following changes took place in Independent Directors of the Company:
Mr. Samir Chandrakant Patel (DIN: 00086774) stepped down from his role as an
independent director at the Company, with effect from May 13, 2023, due to personal
reasons and other business commitments.
Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of
independent director of the company with effect from of June 26, 2023, due to many other
engagements and occupations.
The Board placed on record their appreciation for the assistance and guidance provided
by them during their tenure as Independent Director of the Company.
E. Declaration by Independent Directors:
Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent
Directors' have submitted separate declaration that each of them meets the criteria of
independence as laid down in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of Listing Regulations and are not disqualified from continuing as
Independent Directors of the Company. Further, during the financial year ended March 31,
2023, there has been no change in the circumstances affecting their status as Independent
Directors of the Company.
F. Compliance with the Code of Conduct:
Pursuant to the requirements of Regulation 26(3) of the Listing Regulations, all
members of the Board of Directors, Key Managerial Personnel and Senior Management
Personnel have affirmed compliance with the code of conduct for Board of Directors, Key
Managerial Personnel and senior management Personnel for the financial year ended March
31, 2023.
G. Familiarisation programme for Independent Directors:
The familiarisation programme is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall
functioning and performance of the Company.
The policy and details of familiarisation programme is available on the website of the
Company at https://cscpl.com/investors-relations/familiarization-programme/.
MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year ended March 31, 2023, 7 (Seven) Meetings of the Board of
Directors were held in accordance with the provisions of the Companies Act, 2013 and rules
made there under, applicable Secretarial Standards and regulation 17 of the Listing
Regulations. The details of the Board Meetings with regard to their dates and attendance
of each of the Directors thereat have been provided in the Corporate Governance Report
which forms part of the Annual Report of the Company.
COMMITTEES OF BOARD:
The Company has duly constituted the following Committees in terms of the provisions of
the Companies Act, 2013 read with relevant rules framed there under & Listing
Regulations: a. Audit Committee b. Stakeholders Relationship Committee c. Nomination and
Remuneration Committee d. Corporate Social Responsibility Committee e. Risk Management
Committee
The composition of all such Committees, brief terms of reference, number of meetings
held, their dates and attendance during the financial year ended March 31, 2023, and other
details have been provided in the Corporate Governance Report which forms part of the
Annual Report of the Company. There has been no instance during the year where the
recommendations of the Committees were not accepted by the Board.
A. Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.
As of March 31, 2023, the Company's Audit Committee comprised of Mr. Bharat Chunilal
Shah as the Chairperson and Ms. Neelu Atulkumar Shah, Mr. Samir Chandrakant Patel and Mr.
Kamalkumar Rajendra Aggarwal as members of the Committee. Thereafter, Mr. Samir
Chandrakant Patel (DIN: 00086774) resigned from the position of independent director and
as member of Audit Committee of the company with effect from May 13, 2023.
B. Stakeholders Relationship Committee:
In compliance with the provisions of section 178(5) of the Companies Act, 2013 and
Regulation 20 of the Listing Regulations, the Board has duly constituted a
"Stakeholders Relationship Committee" to consider and resolve the grievances of
security holders of the company.
C. Nomination and Remuneration Committee:
The Company, pursuant to Section 178(1) of the Companies Act, 2013 and regulation 19 of
Listing Regulations, has constituted the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee has formulated a policy defining the criteria
for determining qualifications, positive attributes and independence of a director and
recommended to the Board a policy, relating to the remuneration for the directors, key
managerial personnel and other employees known as Nomination and Remuneration Policy (NRC
Policy). The NRC Policy is available on the Company's website at
https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.
The salient features of the NRC Policy are as under:
1. Setting out scope and objective of the policy.
2. Defining role of the Committee.
3. Laying down the qualifications and criteria to appoint a Director.
4. Identification of criteria of independence for Independent Director.
5. Identifying the entitlement to non-executive Directors.
6. Framing structure of remuneration to the Executive Directors and Key Managerial
Personnel and other employees.
D. Corporate Social Responsibility (CSR) Committee:
The Company has constituted as Corporate Social Responsibility Committee in terms of
Section 135 of the Companies Act, 2013 and the rules made thereunder.
As of March 31, 2023, The Corporate Social Responsibility (CSR) Committee of the
Company comprised of three members, Mr. Navdeep Naresh Goyal as the Chairperson and Mr.
Bharat Chunilal Shah and Mr. Pradeep Vishambhar Agrawal as members of the Committee.
Thereafter Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of
independent director of the Company and as a member of CSR Committee with effect from of
June 26, 2023.
Subsequently, owing to the resignation of Mr. Pradeep Agarwal as Independent Director
and resulting a vacancy of member in the CSR committee, The Board of Director at its
meeting held on August 11, 2023, reconstituted the CSR Committee by appointing Mr. Rajveer
Kamal Aggarwal, Wholetime director of the Company, as member of the CSR Committee.
The Company has adopted the Corporate Social Responsibility Policy as recommended by
CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is
available on Company's website at
https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.
In accordance with the provisions of Section 135(5) of Companies Act, 2013, the Company
has spent INR 67.13 lacs towards various CSR programs during the financial year ended
March 31, 2023. Further, the unspent CSR amount of Rs. 77.02 Lacs shall be transferred by
the Company to a fund specified in Schedule VII, within a period of six months of the
expiry of the financial year i.e. on or before September 30, 2023.
A detailed Annual Report on CSR activities for the financial year 2022-23, prepared in
accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended
as Annexure - I to this report.
E. Risk Management Committee:
The Risk Management Committee (RMC) of the Company is constituted in line with the
provisions of Regulation 21 of the Listing Regulations of the Listing Regulations.
As of March 31, 2023, The Risk Management Committee of the Company comprised of three
members, Mr. Samir Chandrakant Patel as the Chairperson and Mr. Rajesh Chimanlal Gandhi
and Mr. Himanshu Prafulchandra Purohit as members of the Committee. Thereafter Mr. Samir
Chandrakant Patel (DIN: 00086774) resigned from the position of independent director of
the Company and as a member of RMC with effect from May 13, 2023.
Subsequently, owing to the resignation of Mr. Samir Patel as Independent Director and
resulting a vacancy of member and Chairperson in the RMC, The Board of Director at its
meeting held on August 11, 2023, reconstituted the RMC by appointing Ms. Neelu Atulkumar
Shah, Independent Director, as a member of the committee and designated Mr. Rajesh
Chimanlal Gandhi as Chairperson of the committee.
The Board of Directors periodically evaluates the processes for Risk Identification and
Risk Mitigation. The management of the Company has duly adopted the Risk Management Policy
to articulate the Company's approach and expectations in relation to the management of
risk across the organisation. The Risk Management Policy is available on Company's website
at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.
There are no specific risks which in the opinion of the Board threaten the existence of
the Company. However, some of the risks which are inherent in business and type of
industry in which the
Company operates are elaborately described in the Management Discussion and Analysis
forming part of the Annual Report.
VIGIL MECHANISM:
As per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation
22(1) of the Listing Regulations, the Company has adopted a Whistle Blower Policy, to
provide a formal vigil mechanism to the employees to report their grievances / concerns
about instances of unethical behaviour, actual or suspected fraud or violation of
Company's Code of Conduct.
The Policy provides for adequate safeguards against victimisation of employees who
avail the mechanism and also provides for direct access to the Chairman of the Audit
Committee in certain cases. It is affirmed that no personnel of the Company have been
denied access to the Audit Committee.
The functioning of the vigil mechanism is reviewed by the Audit Committee from time to
time. The Whistle Blower policy is available on the Company's website at
https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/.
PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board of Directors have carried out annual performance evaluation of the Board as a whole,
Board Committees, Individual Directors and Independent Directors on the basis of criteria
laid down in Performance Evaluation Policy of the Company.
The performance of Independent Directors, Non-executive Directors, Executive Directors,
Whole-time Directors, Managing Directors and Chairperson was evaluated by all the members
of the Nomination and Remuneration Committee (other than the member evaluating) on the
basis of criteria laid down in Performance Evaluation Policy.
As required under Regulation 25 of the Listing Regulations, a separate meeting of the
Independent Directors of the Company was held to evaluate the performance of the
Chairperson, Non-Independent Directors and the Board as a whole and also to assess the
quality, quantity and timeliness of flow of information between the management of the
Company and the Board.
The performance evaluation made by Nomination and Remuneration Committee and
Independent Directors at their meeting was noted by the Board.
AUDITORS:
Statutory Auditor:
M/s. K C Mehta & Co LLP (Chartered Accountants) have been appointed as statutory
auditor of the Company by the member at their 30th Annual General Meeting (AGM)
held on June 14, 2019, to hold office for the period of 5 years till the conclusion of 35th
AGM of the Company.
M/s. K C Mehta & Co LLP, Statutory Auditors, have not made any modified opinion,
qualifications, reservations, adverse remarks or disclaimers in their report for the
financial year ended March 31, 2023. Accordingly, the board is not required to provide any
explanation or comments in terms of Section 134(3)(f)(i) of the Companies Act, 2013.
There are no frauds reported by the Auditor which are required to be disclosed under
Section 143(12) of Companies Act, 2013 for the financial year ended March 31, 2023.
Cost Auditor:
Based on the recommendation made by the Audit Committee, the Board of Directors of the
Company has appointed, M/s Chetan Gandhi & Associates, Cost Accountants (Firm
Registration No. 101341) as the Cost Auditor of the Company for the financial year
2023-24. The remuneration payable to the Cost Auditor is required to be ratified by the
Shareholders at the ensuing AGM and accordingly, a resolution seeking ratification has
been included in the Notice convening the 34th AGM.
The Cost Audit report for the financial year ended March 31, 2023, does not contain any
qualification, reservation or adverse remark and has been furnished to the Central
Government within the prescribed time limits.
The Company has made and maintained necessary cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014.
Secretarial Auditor:
Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended
or re-enacted from time to time), and as recommended by the Audit Committee, M/s. Rathod
& Co, Practicing Company Secretaries, were appointed as Secretarial Auditor by the
Board for conducting the Secretarial Audit of the Company for the financial year 2022-23.
The Secretarial Audit report for the financial year 2022-23 as provided by M/s. Rathod
& Co, Practicing Company Secretaries, is appended as Annexure II to this
report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark or disclaimer.
In accordance with the SEBI Circular dated 8 February 2019 read with Regulation 24A of
the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance
Report from M/s. Rathod & Co, Practising Company Secretaries, confirming compliances
with all applicable SEBI Regulations, Circulars and Guidelines for the financial year
2022-23. The Annual Secretarial Compliance Report for abovesaid financial year has been
submitted to the stock exchanges within 60 days of the end of the said financial year.
M/s. Rathod & Co, Practising Company Secretaries, has issued a certificate
confirming that none of the Directors on the Board of the Company has been debarred or
disqualified from being appointed or continuing as Directors of companies by Securities
and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs
("MCA") or any such statutory authority. The said Certificate is annexed to the
Report on Corporate Governance which forms part of the Annual Report.
Internal Auditor:
The Internal Auditor of the Company is appointed by the Board on yearly basis, on the
recommendation of the Audit Committee. The findings of internal audit are reported by the
Internal Auditor to the Audit Committee on a periodic basis.
M/s. M Sahu & Co., Chartered Accountants, (FRN: 130001W), are appointed as the
Internal Auditors of the Company to conduct the internal audit for the financial year
2023-24.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Disclosures with respect to information required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the statement required under Rule 5(2) of the said
rules is appended as Annexure III.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of
Directors of the Company, to the best of their knowledge and belief and according to
information and explanation obtained by them, confirm that: a. In the preparation of the
annual accounts for the financial year ended March 31, 2023, the applicable accounting
standards had been followed and there is no material departures; b. They 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 for the financial year ended March 31, 2023, and of the profit and loss of
the company for that period; c. They 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; d. They have prepared the annual accounts on a
going concern basis; e. They have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and were operating
effectively; and f. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report, as stipulated under Regulation
34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from
an environmental, social and governance perspective is appended as Annexure IV.
CORPORATE GOVERNANCE:
As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on
Corporate Governance practices followed by the Company is included in the Annual Report.
A Certificate from M/s. Rathod & Co, Practicing Company Secretaries regarding
compliance with the conditions of Corporate Governance is appended as Annexure V.
ANNUAL RETURN:
As required under Section 134(3)(a) of the Companies Act, 2013, the draft of the Annual
Return, referred to in sub-section (3) of section 92, for the financial year ended March
31, 2023, is placed on the Company's website and can be accessed at
https://cscpl.com/investors-relations/shareholder-information/general-meeting/34th-agm/.
INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls are an integrated part of the risk management process. The
Company has adequate internal financial controls in place to address financial and
financial reporting risks. The internal financial controls with reference to the financial
statements are commensurate with the size and nature of business of the Company.
This internal financial control system of the Company is being checked by the Internal
Auditors. The system helps in improving operational and financial efficiency of the
Company, safeguarding of assets and prevention and detection of frauds, if any. No
material observations have been received from the Internal Auditors of the Company
regarding inefficiency or inadequacy of such controls.
During the financial year 2022-23, the Company has tested its controls and the same are
effectively working. Report on Internal Financial Controls as required under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013, is provided by the Statutory
Auditor of the Company and forms part of the Independent Auditors' Report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has set up an
Internal Complaints Committee to consider and resolve all complaints relating to sexual
harassment to its women employees at workplace. The Company has taken various initiatives
to ensure a safe and healthy workplace for its women employees.
The Company has also adopted a policy for prevention of Sexual Harassment of Women at
workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. No complaints of sexual harassment were received by the Company
during the financial year 2022-23.
CREDIT RATING:
As at the financial year ended March 31, 2023, the Company had a Long-Term Rating of
CRISIL BBB+/Stable. The Credit Rating Letter is also available on the website of the
Company at,
https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/credit-ratings/.
The Company has also submitted the disclosure in respect of the above to both the
exchanges where the shares of the Company are listed, namely, BSE Limited and National
Stock Exchange of India Limited as required under Regulation 30 of the Lising Regulations.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into by the Company with the Related
Parties, during the financial year 2022-23, were on an arm's length basis, in the ordinary
course of business and in compliance with the applicable provisions of the Companies Act,
2013 and the Listing Regulations.
All Related Party Transactions are appropriately approved by the Audit Committee. Prior
omnibus approval of the Audit Committee is obtained for the transactions which are
repetitive in nature. A statement of all Related Party Transactions is placed before the
Audit Committee for its review on a quarterly basis, specifying the name of the Related
Party, nature and value of the transactions.
During the year under review, there were no material contracts or arrangement or
transactions entered into by the Company with related parties hence, there were no
transactions with Related Parties during the year which are required to be reported in
Form AOC-2.
Disclosure of all the transactions entered by the Company with related parties are set
out in Note No. 35 of the Financial Statements of the Company in the format prescribed in
the relevant Accounting Standards.
In terms of the requirements of the Companies Act, 2013 and the Listing Regulations,
the Company has adopted a Policy on Related Party Transactions which is available on the
website of the Company at
https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/.
SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:
During the financial year 2021-22, the Company's manufacturing operations were closed
from an interim period of around 1.5 months, pursuant to the issuance of notice by Gujarat
Pollution Control Board (GPCB) directing closure of operations of manufacturing plants
situated at Manjusar, Vadodara under Environmental (Protection) Act, 1986, for the
violations of the Hazardous & Other Waste (Management & Transboundary Movement)
Rules, 2016. Subsequently, upon application for revocation made by the Company, GPCB vide
its revocation order dated October 22, 2021, granted temporary revocation of closure
directions issued to the Company for three months.
Further, upon various representations made by the Company, GPCB has given permanent
revocation of closure order on May 19, 2022.
DEPOSITS:
No public deposits have been accepted or renewed by the Company during the financial
year 2022-23 pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for
furnishing of details relating to deposits covered under Chapter V of the Companies Act,
2013 or the details of deposits which are not in compliance with the requirements of
Chapter V of the Companies Act, 2013 is not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the financial year 2022-23, the Company has not given any loan, has not provided
any guarantee or security for any loan nor has made any investments under the provisions
of Section 186 of the Companies Act, 2013.
ISO CERTIFICATE:
The Company is holding ISO 9001: 2015 and ISO 14001:2015 certification.
INDUSTRIAL RELATIONS:
Industrial relations at all divisions of the Company have always been cordial and
continue to be so. The relationship with the workmen and staff remained cordial and
harmonious during the year and the management received full cooperation from the
employees. The Company strives to provide a healthy, conducive and competitive work
environment to enable the employees excel and create new benchmarks of quality,
productivity, efficiency and customer delight.
INSURANCE:
The Company has obtained public liability insurance in compliance with the requirements
under the Public Liability Insurance Act, 1991, as amended, as well as industrial all risk
insurance (including material damage and business interruption insurance) with respect to
our manufacturing facility, covering inter alia buildings, plant and machinery, furniture
and stock located therein and a marine cargo open policy with respect to our key products
and raw materials. The Company has also obtained standard fire and special perils policies
with respect to our corporate office, marketing office at Hyderabad, leased warehouses and
solar plant. The Company has obtained a money insurance policy covering our corporate
office and manufacturing facility at Vadodara. Further, the Company has also undertaken
Directors and Officers insurance (D and O insurance') as per Regulation 25(10) of
the Listing Regulations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:
The details pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure VI.
COMPLIANCE OF SECRETARIAL STANDARDS:
During the financial year 2022-23, the Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India and approved by the Central Government,
in terms of Section 118(10) of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company occurred after the closure of financial year ended March 31, 2023, and the
date of this report.
GENERAL DISCLOSURES:
The Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review: a. Issue of equity shares with differential rights as to dividend, voting or
otherwise as per Section
43(a)(ii) of the Companies Act, 2013; b. The Company does not have any subsidiaries
hence, disclosure on remuneration or commission received by the Managing Director or the
Whole-time Directors of the Company from any of its subsidiaries is not applicable. c. The
Company does not have any scheme of provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees; d. Disclosure on non-exercising
of voting rights in respect of shares purchased directly by employees under a scheme
pursuant to Section 67(3) of the Companies Act, 2013 is not applicable. e. The Company has
not made any application and there are no pending proceedings under the
Insolvency and Bankruptcy Code, 2016. f. The Company is solvent and financially healthy
hence there were no instance of one-time settlement with Banks or Financial Institutions
during the financial year 2022-23.
ACKNOWLEDGEMENT:
The Directors place on record their sincere appreciation for the steadfast commitment
and highly motivated performance by employees at all levels, which was instrumental in
sustained performance of the Company. The Directors would also like to express their
appreciation for the assistance and cooperation of Central and State Government
authorities, bankers, customers, suppliers and business associates. The Directors
acknowledge with gratitude, the encouragement and support extended by the
Company's valued stakeholders.
For and on behalf of the Board
Chemcon Speciality Chemicals Limited