|
To The Members
The Directors are pleased to present their report on the business and
operations of your Company along with the Audited Financial Statements for the Financial
Year (FY) ended 31st March, 2025.
1. FINANCIAL HIGHLIGHTS
(Rs. In million)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from |
9,223.16 |
7,894.39 |
9,666.44 |
7,914.85 |
| Operations |
|
|
|
|
| Other |
361.83 |
383.51 |
385.87 |
412.86 |
| Income |
|
|
|
|
Total |
9,584.99 |
8,277.90 |
10,052.31 |
8,327.71 |
Revenue |
|
|
|
|
| Profit Before interest, tax, depreciation and
amortisation |
4352.74 |
3,755.98 |
4262.02 |
3733.50 |
| Finance Cost |
2.81 |
8.34 |
4.16 |
9.25 |
| Depreciation and amortisation |
444.43 |
437.83 |
690.55 |
459.26 |
| Profit before tax (PBT) |
3,905.50 |
3,309.81 |
3,567.31 |
3,265.00 |
| Tax |
982.48 |
832.93 |
923.26 |
824.74 |
Net Profit |
2,923.02 |
2,476.88 |
2,644.05 |
2,440.26 |
2. (A) FINANCIALS
During the 2024-25, on standalone basis revenue from operations were `
9,223.16 million as against ` 7,894.39 million in 2023-24. Profit Before Tax was ` 3905.50
million as against ` 3,309.81 million in 2023-24. Profit after tax was ` 2,923.02
million as against ` 2,476.88 million in 2023-24.
During the FY 2024-25, on consolidated basis revenue from operations
were ` 9,666.44 million. Profit Before Tax was` 3,567.31 million and Profit after tax was`
2644.05 million.
(B) BUSINESS OUTLOOK
Outlook of the Business has been discussed in the Management Discussion
and Analysis which forms part of this Annual Report.
(C) HIGHLIGHTS OF PERFORMANCE OF
SUBSIDIARY/ASSOCIATE/JOINTVENTURE COMPANIES
Shareholders are requested to refer
Annexure II (Form-AOC-1) to get the highlights of performance of
subsidiaries and their contribution to the overall performance of the Company during the
year under review.
3. DIVIDEND
The Board of Directors at its meeting held on 30th January, 2025
declared an interim dividend of
` 2/- (200%) per equity share of ` 1/- each which was paid by the
Company to the members whose names appeared in the Register of Members as on 7th
February, 2025 being the record date fixed for the payment of interim dividend. The total
cash outflow was ` 212.53 million.
In addition, the Board of Directors at its meeting held on 22nd May,
2025 has recommended a final dividend of ` 4/- (400%) per equity share of ` 1/- each for
the FY 2024-25. The final dividend is subject to the approval of members at the
ensuing Annual General Meeting and shall be subject to tax deduction at source.
The final dividend for the FY 2024-25 of ` 4/- would result in
cash outflow of` 425.07 million. Total dividend payout for FY 2024-25 would be ` 637.60
million which is equivalent to 21.81% of the PAT. We are pleased to inform that payout
ratio has increased from 21.45% in FY 2023-24 to 21.81% in FY 2024-25. Cash balance
continues to be healthy, led by robust cash conversion cycle, despite increased payout and
capex.
Your Company is in compliance with the Company's Dividend
Distribution Policy.
The Dividend Distribution Policy in accordance with Regulation 43A of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations 2015) is attached to this report as Annexure
I and is also available on the Company's website on web link
https://cleanscience.co.in/wp-content/uploads/2023/02/Dividend-Distribution-Policy.pdf
4. CAPITAL STRUCTURE
The Authorised Share Capital of the Company as on 31st March, 2025 was
` 150 million divided into
150,000,000 Equity Shares of ` 1/- (Rupee One) each. During the year,
your Company allotted 15,255 Equity Shares of ` 1/- each to the Eligible Employees
under Clean Science and Technology Limited Employee Stock Option Scheme 2021.
Consequently, the Issued, Subscribed and Paid-up Equity Share Capital increased from `
106.25 million divided into 106,252,004 Equity Shares of ` 1/- each to ` 106.26 million
divided into 10,62,67,259 Equity Shares of ` 1/- each.
There were no rights issue, bonus issue or preferential issue etc.
during the year under review. Also, the Company has not issued shares with differential
voting rights or sweat equity shares.
5. EMPLOYEE STOCK OPTION SCHEME 2021
Clean Science and Technology Limited values its employee and believes
that employees play vital role in growth. The Company considers its employees as one of
the important stakeholders. To reward the employees for their performance and to motivate
them to contribute to the growth and profitability, the Company implemented the Clean
Science and Technology Limited Employee Stock Option Scheme 2021 (CSTL ESOS 2021).
In terms of Regulation 14 read with Part F of Schedule - I of SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the details of CSTL
ESOS
2021 are provided as Annexure VII which forms part of this
report.
A certificate from the Secretarial Auditors of the Company that the
Scheme had been implemented in accordance with SEBI Regulations, shall be placed at the
ensuing Annual General Meeting and be available for inspection of the members. A copy of
the same will be available for inspection at the Company's Registered Office.
6. SUBSIDIARY, ASSOCIATES OR JOINT VENTURES
The Company has 4 (Four) wholly owned subsidiaries at the end of the
financial year namely Clean Fino-Chem Limited, Clean Science Private Limited, Clean
Organics Private Limited and Clean Aromatics Private Limited.
Investment in Clean Fino-Chem Limited
During the year, the Company made additional equity investment of `
2,149 million in Clean Fino-Chem Limited (CFCL) to fund its capex plans. CFCL
completed the civil construction of factory building, R&D facility,
other utility buildings along with installation of plant and machineries at the ~ 34 acre
MIDC plot located in MIDC, Kurkumbh, Taluka Daund, Pune.
CFCL achieved several key milestones that reflect its strategic growth
and operational expansion. The Company successfully commercialised its BHT and DHDT plant
in December 2024, marking significant additions to its specialty chemicals portfolio.
Further, strengthening its commitment to growth, CFCL conducted the Bhoomi Poojan for a
new chemical plant under the Performance segment on 31st January 2025, signaling
the commencement of a major expansion initiative. Additionally, the HALS and DHDT blocks
became fully operational during the year and collectively generated approximately `
45 crores in revenue, highlighting a strong first full year of operations by wholly owned
subsidiary of the Company.
Mr. Parth Maheshwari, Whole-Time Director of the Company, was appointed
as an Additional Director in CFCL w.e.f. 1st August, 2024. He was subsequently regularised
as a Director on 30th August, 2024.
In compliance with Regulation 24 of the SEBI Listing Regulations, 2015,
Mr. Keval Doshi, Independent Director of the Company, who was appointed as an Additional
Director in CFCL with effect from 8th November, 2023, was regularised as a Director on
29th July, 2024.
In accordance with Section 203 of the Companies Act, 2013, every
company having a paid-up share capital of ` 10 crores or more is required to appoint
whole-time Key Managerial Personnel (KMP), including a Company Secretary and a Chief
Financial Officer. During the period under review, the paid-up share capital of the
Company exceeded ` 10 crores. Accordingly, the Company appointed Mr. Krishnakumar S. Saboo
as Chief Executive Officer, Mr. Sanjay Parnerkar as Chief Financial Officer, and Ms.
Ruchita Vij as Company Secretary. All three individuals have been designated as Key
Managerial Personnel with effect from 1st August 2024, in compliance with the statutory
requirements.
In compliance with Regulation 24A of the SEBI Listing Regulations,
2015, Secretarial Audit Report of Clean Fino-Chem Limited is annexed as Annexure X
to this report.
7. RESERVES
The Directors do not propose to transfer any amount to the Free
Reserves.
8. DEPOSITS
During the year under review your Company has not accepted any deposits
from the public pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with
The Companies (Acceptance of Deposits) Rules 2014.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of
the Company, to the best of their knowledge and belief state that:
i) in the preparation of the annual accounts for the period ended 31st
March, 2025, the applicable accounting standards have been followed with proper
explanation relating to material departures;
ii) 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 as at 31st March, 2025
and of the profit and loss of the Company for the year ended on that date;
iii) 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;
iv) they have prepared the annual accounts on a going concern basis;
v) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively for the period ended 31st March 2025;
vi) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively for the period ended 31st March 2025.
10. CORPORATE GOVERNANCE
Pursuant to SEBI Listing Regulations, 2015, a separate section titled
Report on Corporate Governance' and Shareholders' Information has been
included in this Annual Report.
A Certificate from Secretarial Auditor of the Company regarding
compliance with the conditions of Corporate Governance as stipulated under Schedule V of
SEBI
Listing Regulation 2015 is annexed to the Report on Corporate
Governance.
11. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report containing details relating
to Industry Trends, Company Performance, Business and Operations forms part of this Annual
Report.
12. BUSINESSRESPONSIBILITYANDSUSTAINABILITY
REPORT
In terms of Regulation 34(2) of the SEBI Listing Regulations, 2015, a
Business Responsibility and Sustainability Report (BRSR) for the FY 2024-25 forms
part of this Annual Report.
13. INSURANCE
The properties, insurable assets of the Company such as buildings,
plants, machineries and stocks among others are adequately insured.
14. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the financial year under review there was no change in the
nature of Company's business.
15. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Apart from additional equity investment of ` 500 million in Clean
Fino-Chem Limited on 22nd April 2025, there were no material changes and commitments,
occurred from the end of the financial year till the date of this report, which may
materially affect the financial position of the Company.
16. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
The information on conservation of energy, technology absorption and
other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of The Companies (Accounts) Rules, 2014, is attached to this report as Annexure III.
17. SAFETY, HEALTH AND ENVIRONMENT
Your Company has in place Responsible Care Policy and is committed to
excellence and continued improvements in Environment, Health, Safety and Security (EHSS)
performance at all manufacturing units.
Safety
The Company encourages a high level of Safety, awareness amongst the
employees and strive for continual improvement. Employees are trained in safe practices to
be followed at the workplace. Following steps were taken by the Company for Safe work
environment:
As a new initiative Behavior Based Safety (BBS) training had been
imparted to almost all employees at the manufacturing locations.
The manufacturing units were equipped with self-contained breathing
apparatus (SCABA), gas leak detectors, foam and water sprinkler system and other
protective devices.
Review meetings conducted monthly by the safety department for the
root-cause-analysis (RCA) of incidents occurred and to design
corrective-and-preventive-actions (CAPA).
Hazardous chemicals like Phenol, DCC were handled wearing pressure
suite as per the government rules.
Strict compliance is ensured with PESO guidelines (for inflammable
solvent) and NDPS Act (Acetic anhydride).
Certifications awarded such as ISO 9001, ISO 14001, ISO45001, US FDA
(Bioterrorism), FSSC 22000 EU Reach, Responsible Care.
Protective gears provided to all employees for safe material handling.
Plant level training and development programs are organised regularly.
Annual Day Celebration includes safety plays, skits to create awareness
amongst employees.
During the year Company conducted 18,470 hours of training in following
departments: -
| a) |
Safety & Environment: |
1,562 |
| b) |
Production: |
12,136 |
| c) |
Engineers and Project Engineers: |
3,008 |
| d) |
QC R&D: |
1,049 |
| e) |
Admin, Purchase, Store, IT: |
715 |
Health
Health of employees is the topmost priority of the Company. New
employees at factory undergo pre-employment medical checkup also training programmes,
periodic health checkup of employees is done. Regular work area monitoring to check
concentration of chemicals, noise level, and quality of ambient air is carried out based
on National Ambient Air Quality Standard. The manufacturing units are equipped with
Occupation Health Centre with qualified doctor, nursing staff, ambulance facility for
employees to reach out for medical support. The Company has tie ups with local hospitals
for required medical support. The Company has a team of employees trained in first aid
facility who use their acquired skills for emergency medical treatment while on duty. The
employees are also covered with adequate health and accident Insurance.
Environment
Environment protection is the utmost priority for our organisation. The
Company believes that the facilities possess adequate effluent treatment processes and
minimise any contamination of the surrounding environment or pollution. The Company
encourages and promotes 3R Process-Reduce, Recycle, Reuse at all levels in the
organisation.
Significant Achievements in Sustainability:
The Company focuses to reduce the disposal of water, emissions and
hazardous substances into the environment and had implemented several sustainability
initiatives that have helped to minimise the environmental impacts of operations. Total
energy consumption, GHG emission and water consumption in 2024-25
m3/MT of production respectively.
Reducing fresh water consumption: The Company had built a robust
rain water harvesting system to direct rain water to the underground water storage tank,
filter and recycle it for internal consumption. The Company has been continuously working
on reducing process heat utilisation which would minimising water evaporation losses and
reduce water consumption. About 103940 MT steam was generated in FY 2024-25 which was
almost 27% of total steam consumption.
Responsible Care Certificate: During the year the Company
renewed the Responsible Care Certification from Indian Chemical Council for further period
of three years.
Tree Plantation: Under the CSR initiative, the Company planted
15,000+ trees to develop a Total Area admeasuring 10 Hectare situated at situated Village
Girim Taluka Daund District Pune belonging to Forest Department.
18. CONTRACTSORARRANGEMENTSWITHRELATED
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. In compliance with Regulation 23(2) of the SEBI Listing
Regulations, 2015 Audit Committee of the Company approved the Related Party Transaction
entered into by the Subsidiary Company(ies).
The Board has approved a policy for related party transactions which is
available on the Company's website at https://cleanscience.co.in/wp-content/
uploads/2025/04/Policy-on-Related-Party-Transactions-Amended-30012025.pdf
The particulars of contracts or arrangements made with related parties
is covered in Notes to the Financial Statements. There are no material contracts /
arrangements made with related parties as required under Section 134(3)(h) of the
Companies Act, 2013 as 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.
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.
19. BOARD AND ITS COMMITTEES
During the FY 2024-25, 4(Four) Board Meetings were held. For the
details of composition and meetings of the Board and its Committees, please refer the
Corporate Governance Report forming part of this annual report.
20. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) activities of the
Company are governed by the Corporate Social Responsibility Policy approved by the Board.
We strongly believe that, CSR and sustainability are interdependent. We endeavor to shape
a better tomorrow and strive continuously to contribute to the social and economical
development of the communities we operate within.
The Company recognises the social accountability and aim to shape a
sustainable future for our generations to come so that the society as a whole is developed
and uplifted from our initiatives.
During the year the Company spent ` 69.65 million as CSR Expenditure.
The Company carried out CSR activities in the following areas:-
a) Promoting Health Care, b) Promoting Education, c) Environment
sustainability, d) Livelihood enhancement projects. e) Conservation of Water f) Ensuring
animal welfare
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 attached to this report as Annexure V. The CSR
Policy of the Company is in terms of Companies (Corporate Social
Responsibility) Rules, 2014 and is available on the Company's website at https://
cleanscience.co.in/wp-content/uploads/2023/02/ Corporate-Social-Responsibility-Policy.pdf
21. NOMINATION AND REMUNERATION POLICY
Your Company has framed a Nomination and Remuneration Policy to
formulate the criteria for determining qualifications, competencies, positive attributes
and independence for appointment of a director (executive/ non-executive/ independent),
Senior Management and other employees. Nomination and Remuneration Policy is placed on the
website of the Company https://cleanscience.co.in/wp-content/
uploads/2024/06/NRC_Policy_updated_06_2024.pdf
22. RISK MANAGEMENT AND INTERNAL FINANCIAL
CONTROLS
Risk Management
Your Company has in place a risk management framework and policy that
provides an all-inclusive approach to safeguard the organisation from strategic,
operational, financial, legal and compliance risks through adequate and timely actions.
The risk management framework works at various levels across the enterprise and is
designed to identify risks, evaluate the impact and mitigate the risks that could affect
the business. The potential risks are identified and mitigation measures are implemented
to address the same. The Company has maintained Risk Register on the basis of event
probability and impact analysis on the organisation. The risks are categorised on the
basis of high, medium and low impact subject to a series of discussions with Senior
Leadership Team, Management and the Committee. For periodic review and monitoring, risk
register are placed before the Risk Management Committee stating the actions taken to
mitigate the risks.
In terms of the of SEBI Listing Regulations, 2015, a Risk Management
Committee has been constituted with responsibility to formulate a detailed risk management
policy, identify, monitor, mitigate and oversee implementation of the risk management
policy, including evaluating the adequacy of risk management and internal control systems,
ensure appropriate methodology, processes and systems are in place, review the risks
considering the changing industry dynamics and evolving complexity and keep the board
informed about the nature and content of its discussions, recommendations and actions to
be taken on a regular basis.
The Risk Management Committee meeting is Chaired by Non-Executive
Director and Chairman of Audit Committee is also a member of the Committee. The Chairman
of the Committee briefs the Board about significant discussions held in the Risk
Management Committee meeting.
The Risk Management Policy of the Company is available on the
Company's website at https:// cleanscience.co.in/wp-content/uploads/2023/02/
Risk-Management-Policy.pdf
Internal Financial Controls
The Company has in place adequate internal financial controls over
financial reporting. It has laid down certain guidelines, policies, processes and
structures which are commensurate with the nature, size, complexity of operations and
business processes followed by the Company.
The Audit Committee deliberates with the members of the Management,
considers the systems as laid down and met the internal auditors and statutory auditors to
ascertain their views on the internal financial control systems. The Audit Committee
satisfies itself as to the adequacy and effectiveness of the internal financial control
systems.
Internal financial controls and their adequacy are included in the
Management Discussion and Analysis, forming part of this report.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED
BYTHEREGULATORSORCOURTSORTRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE
No significant material orders were passed by the Regulators/Court
which would impact the going concern status of the Company and its future operations.
24. AUDITORS AND AUDITORS REPORT
a) Statutory Auditors and Audit Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
and rules made thereunder, M/s. Price Waterhouse Chartered Accountants LLP
(Firm Registration No. 012754N/ N500016) were appointed as the
Statutory Auditors of the Company for a period of 5 (five) years as approved at the 21st
Annual General Meeting (AGM) held on 5th September, 2024 and will complete their 5 years
tenure on the conclusion of the 26th Annual General Meeting.
The Companies (Amendment) Act, 2017, has amended Section 139(1) of the
Companies Act, 2013, effective from 7th May 2018, whereby first proviso to Section 139(1)
has been omitted which provided for ratification of appointment of Auditors by members at
every Annual General Meeting. Accordingly, no resolution is being proposed for
ratification of appointment of Statutory Auditors at the ensuing Annual General Meeting.
Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the
Statutory Auditors have confirmed they are eligible to continue as Auditors. The notes to
the Audited Financial Statements referred to in the Auditor's Report are
self-explanatory and hence do not call for any further comments.
The statutory auditor's report does not contain any
qualifications, reservations, or adverse remarks or disclaimer and the Auditor's
Report is unmodified. With reference to the comments made by the auditors in their report
on other legal and regulatory requirement point no. 16 (b), Board hereby submits that,
backup of certain books of accounts was not taken due to festival holidays as the complete
system was shut down during that period. The system is configured to take complete backup
and not incremental backup because of which the risk of non-backup of those days is
eliminated. Further, with respect certain books of accounts, the Company has used software
configured to take daily backups, however software did not capture evidences/logs of these
backups. After required modifications in such software we are now able to get evidences.
With respects to auditors comments on point 16 (h)(vi) Audit log at database level in
accounting software, we state that audit log at data base level consumes significant space
on server resulting in slow-down of accounting software and impacting normal business
operations. The Company is currently exploring ways to resolve this issue.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI
Listing Regulations, 2015, as amended, the Board of Directors, appointed M/s J. B. Bhave
& Co., Practising Company Secretary, Pune (Certificate of Practice Number 3068) to
undertake the Secretarial Audit of the Company for the financial year ending 31st March,
2025. Further, in Board Meeting held on 22nd May 2025, in terms of SEBI LODR Amendments,
recommended M/s J. B. Bhave & Co., Practising Company Secretaries, Pune for Annual
Secretarial Audit and Annual Secretarial compliance of the Company for period of 5 years
subject to approval of the shareholders of the Company.
The Secretarial Audit Report for financial year 31st March, 2025 is
annexed herewith and forms part of this report as Annexure VI.
The report does not contain any qualification, reservation or adverse
remark.
c) Cost Auditors
In terms of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Record and Audit) Rules, 2014, the Company to maintain cost accounting
records and have them audited every year.
The Board has on the recommendation of the Audit Committee re-appointed
M/s Dhananjay V. Joshi & Associates, Cost Accountants, (Firm Registration No. 000030)
as the Cost Auditors of the Company for conducting the cost audit for the FY
2024-25 and they have been re-appointed as Cost Auditors of the Company for the FY
2025-26.
The remuneration payable to the Cost Auditors is required to be placed
before the members in a general meeting for their ratification. Accordingly, resolution
seeking members ratification for the remuneration payable to M/s Dhananjay V. Joshi &
Associates as Cost Auditors for Financial Year 2025-26 is included in the Notice convening
Annual General Meeting.
M/s Dhananjay V. Joshi & Associates had confirmed that their
appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and Rules
made thereunder and had certified that they are free from any disqualifications specified
under Section 141(3) and other applicable provisions of the Companies Act, 2013.
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 has been made and maintained.
d) Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act,
2013, M/s. CNK JBMS & Associates, Chartered Accountants conducted Internal Audit of
the Company for the FY 2024-25. Further, pursuant to the recommendation of Audit
Committee, the Board of Directors at their meeting held on 22nd May 2025 had re-appointed
M/s CNK JBMS & Associates, Chartered Accountants as the Internal Auditor of the
Company to conduct Internal Audit for 2024-25.
25. REPORTING OF FRAUDS BY AUDITORS
During the year under review, there were no instances of fraud, which
required the Statutory Auditors, Cost Auditors and Secretarial Auditors to report to the
Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.
26. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES
During the year under review, Company has made investments, the details
of which are given under Note No. 7 and 11 of the Notes to Standalone Financial
Statements of the Company for the year ended 31st March 2025.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 152(6) of the Companies Act, 2013 and the Articles
of Association of the Company Mr. Pradeep Ramwilas Rathi (DIN- 00018577) Whole-time
Director of the Company is liable to retire by rotation in the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.
During the year, Ms. Ruchita Vij has been appointed as the Company
Secretary and Key Managerial Personnel of the Company with effect from 1st August, 2024,
in place of Mr. Mahesh Kulkarni, who resigned from the said position with effect from 31st
July, 2024.
28. ANNUAL EVALUATION OF BOARD OF DIRECTORS,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS
A formal evaluation of performance of the Board, its Committees and the
Individual Directors was carried out for 2024-25. The evaluation was carried out using
individual questionnaires covering, amongst others, contribution to areas impacting
company's performance, participation in Board and Committee meetings. In addition to
the above the Executive Directors were evaluated based on annual targets, financial and
operational controls, risk management, strategies, expansion, maintaining corporate
culture, integrity and ethics, succession planning, core governance and compliance
management.
The performance of the respective Committees was evaluated by the Board
after seeking inputs from the Committee members on the basis of criteria such as
composition of committee, timely inputs, open communications, meaningful participation and
resolution of issues.
The performance of the Board was evaluated after seeking inputs from
the members on proper mix of competencies of the Board, timeliness and adequacy of
information availability to take decisions, plan of actions, reporting systems, governance
practices, potential conflict of interest etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors including Independent Directors, on the basis of
criteria such as contribution of the individual Director to the Board and Committee
meetings and preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.
The Board is of the opinion that during the year all Directors
including the Independent Directors of the Company possess requisite qualifications,
integrity, expertise and experience (including proficiency) in their respective fields.
29. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS
The members of the Board are familiarised with the activities of the
Company. The Directors are provided with documents to enable them to have better
understanding of the Company, its various operations and the industry in which it
operates.
The Independent Directors are made aware of their roles and
responsibilities at the time of appointment through formal letter of appointment. The
Directors interact with the management, senior leadership team of the Company which
enables them to understand the Company's strategy, business updates and its model,
group structure, operations, update on research and development, product offerings,
markets, organisation structure, finance, human resources, technology, quality,
facilities, risk management strategy, regulatory updates and governance policies. Factory
visit are organised for the Directors to enable them to familiarise them with the
manufacturing facilities and the processes.
The details of familiarisation programme imparted to the Independent
Directors are placed on website of the Company and web link thereto is
https://cleanscience.
co.in/companypolicies-policy-for-familiarisation-programme-for-independent-directors/
30. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
the Independent Directors have submitted declarations that they meet the criteria of
independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules
framed thereunder and Regulation 16(1)(b) of the SEBI
Listing Regulations, 2015. There was no change in the circumstances
affecting their status of Independent Directors of the Company.
The Board of Directors is of the opinion that the Independent Directors
of the Company holds highest standards of integrity and possess requisite expertise and
experience required to fulfil their duties as Independent Directors. The Independent
Directors have confirmed that they have registered themselves with Independent Directors
database of The Indian Institute of Corporate Affairs (IICA) and have cleared online
proficiency test as applicable.
31. AWARDS AND RECOGNITION
During the year the Company received the following:-
1. Lifetime Achievement Award for the year 2024 by the
Indian Chemical Society on 28th January, 2025 honoured to Mr. Ashok Boob, Managing
Director of the Company and Rasayan Udyog Yuva Ratna Award to Mr. Siddhartha
Sikchi, Executive Director of the Company.
2. The Company honoured as 2024 DET Hurun Award for Outstanding
Contribution to India's Manufacturing Economy.
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism as a part of Whistle Blower
Policy required under Section 177(9) of the Companies Act, 2013 and SEBI Listing
Regulations, 2015. The policy provides a mechanism for its Directors, Employees and other
stakeholders to report concerns about unethical behaviour, actual or suspected fraud,
actual violation of Company's Code of Conduct.
It also provides for adequate safeguards against victimisation of
persons who avails this mechanism and allows direct access to the Chairman of Audit
Committee in exceptional cases. A quarterly report on the whistle blower complaints
received is placed before the Audit Committee for its review. The said policy has been
posted on website of the Company and web link thereto
https://cleanscience.co.in/wp-content/uploads/2023/02/Whistle-Blower-Policy.pdf
33. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on 31st March, 2025 is available on the Company's website https://
cleanscience.co.in/investors/compliance/corporate-governance/annual-returns/
34. EMPLOYEES
The information required under section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 is provided in Annexure VIII and IX of the Board's Report.
35. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a policy on Prevention of Sexual Harassment
at workplace. This policy is in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees,
whether permanent, contractual, temporary and trainees are covered under this Policy.
The Company has duly constituted internal complaint committee as
required under the provisions Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, no complaints were
received by the Committee. The Company is committed to provide safe and conducive work
environment to all its employees and associates.
To ensure all the employees are sensitised regarding issues of sexual
harassment, the Company conducts regular training and awareness programmes for its
employees.
36. HUMANRESOURCESANDINDUSTRIALRELATIONS
The Company believes that its employees are the key growth drivers
towards the sustainable performance and develop a competitive advantage. The HR policies
and procedures of your Company are geared towards nurturing and development of Human
Capital.
The Company firmly believe not just right hiring but also on boarding
new joinee as an equally important factor. Fresh talent is hired through campus
recruitment both from local and Premier Colleges. We ensure our new Talent is acclimatised
to the new work environment and is supported through their induction in the respective
departments which involves technical, functional, leadership development and culture
building programme.
With an eye to promote home grown leaders we have High Potential
programs to nurture talent and prepare them to take the next position. We also provide
accelerated growth to our High Potential employees across various departments.
The organisation provides ample opportunities for employees to enhance
their skills by internal job rotations as well.
As an equal opportunity employer, we promote diversity and inclusion.
Our women employees find this enabling environment conducive for growth. We promote women
in various leadership positions in our organisation. Employee care and well-being are a
priority for Clean Science. Under this the Company takes various initiatives including
running an annual Health Check-up, celebrating festivals, Annual Cultural Function,
Cricket Tournament, Dusshera, Christmas, Women's Day, felicitation of children of
employees who have cleared higher secondary exams. Your Company has transparent processes
for rewarding performance and retaining talent. The Company had 457 employees as on 31st
March, 2025. Employee relations at all locations continued to remain cordial. Your
directors wish to acknowledge the sincere and dedicated efforts of the employees of the
Company and would like to thank them for the same.
37. APPLICATION MADE OR ANY PROCEEDING
PENDINGUNDERINSOLVENCYANDBANKRUPTCY CODE
During the year, no application was made or any proceeding was pending
under Insolvency and Bankruptcy code, 2016.
38. DETAILS OF DIFFRENCE BETWEEN AMOUNT OF
VALUATIONS
During the year, no one-time settlement was done accordingly the
question of difference between amount of valuation done at the time of one-time settlement
and valuation done while taking loans from Banks or financial Institutions did not arise.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with applicable
Secretarial Standards.
40. TRANSFEROFAMOUNTSTOINVESTOREDUCATION
AND PROTECTION FUND
The Company was not required to transfer any amounts to Investor
Education and Protection Fund (IEPF).
41. ACKNOWLEDGEMENTS
Your directors take this opportunity to thank various Government
Authorities, Central and State Governments and Shareholders for their support, continuous
cooperation and guidance. Your Board appreciates the relentless effort of the Management
Team and employees who steers the Company in achieving its goals and gratefully
acknowledge their contribution to the Company. Your directors also take this opportunity
to express their gratitude for the valuable assistance and the trust placed by the
Bankers, Lenders, Vendors, Customers, Shareholders, Advisors, Rating Agencies, Stock
Exchange and the general Public towards the Company.
|
For and on behalf of the Board of Directors |
|
|
For Clean Science and Technology Limited |
|
|
Ashok R. Boob |
Krishnakumar R Boob |
| Place: Pune |
Managing Director |
Whole-time Director |
| Date: 22nd May, 2025 |
(DIN: 00410740) |
(DIN: 00410672) |
|