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 year ended
31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from |
9,357.99 |
6,848.86 |
9,357.99 |
6,848.86 |
Operations |
|
|
|
|
Other Income |
387.97 |
299.39 |
298.25 |
299.73 |
Total Income |
9,745.96 |
7,148.25 |
9,656.24 |
7,148.59 |
Profit Before interest, tax, depreciation and amortisation |
4,414.23 |
3,299.64 |
4,319.20 |
3,298.61 |
Finance Cost |
1.53 |
1.47 |
1.95 |
1.47 |
Depreciation and amortisation expenses |
358.21 |
249.18 |
360.90 |
249.18 |
Profit before tax (PBT) |
4,054.49 |
3,048.99 |
3,956.35 |
3,047.96 |
Tax |
1,019.39 |
762.93 |
1,004.59 |
763.01 |
Net Profit |
3,035.10 |
2,286.06 |
2,951.76 |
2,284.95 |
2. (A) FINANCIALS
During the financial year 2022-23, on standalone basis revenue from
operations were ` 9,357.99 million as against ` 6,848.86 million in the previous financial
year witnessing an increase of 36.63%. Profit Before Tax was ` 4,054.49 million as against
` 3,048.99 million in the previous financial year reflecting an increase of 33% Profit
after tax was ` 3,035.11 million as against
` 2,286.06 million, an increase of 33% over the previous financial
year.
During the financial year 2022-23, on consolidated basis revenue from
operations were ` 9,357.99 million. Profit Before Tax was ` 3,956.35 million and Profit
after tax was ` 2,951.76 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 2nd February, 2023
declared an interim dividend of 2/- (200%) per share of ` 1/- each which was paid
by the Company to the members whose names appeared in the Register of Members as on 10th
February, 2023 being the record date fixed for the payment of interim dividend. The total
cash outflow was ` 212.47 million.
In addition, the Board of Directors at its meeting held on
18th May, 2023 has recommended a final dividend of ` 3/- (300%) per
share of `.1/- each for the financial year 2022-23. 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 financial year 2022-23 of ` 3/- would result
in cash outflow of ` 318.71million. Total dividend payout for 2022-23 would be ` 531.18
million which is equivalent to 17.50% of the PAT.
The payment and proposed dividend is in compliance with the 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, 2023 was
` 150,000,000 (Rupees Fifteen Crores Only) divided into 150,000,000 Equity
Shares of ` 1 (Rupee One) each. During the year under review, your
Company allotted 18,579 equity shares to the eligible employees on the exercise of stock
options granted under Clean Science and Technology Limited Employee Stock Option Scheme
2021. Consequently, the issued, subscribed and paid-up equity share capital increased from
` 106,218,960 (Rupees Ten Crores Sixty-Two Lakhs Eighteen Thousand Nine Hundred Sixty
Only) divided into 106,218,960 Equity Shares of ` 1/- (Rupee One) each to ` 106,237,539
(Rupees Ten Crores Sixty-Two Lakhs Thirty Seven Thousand Five Hundred Thirty-Nine Only)
divided into 106,237,539 Equity Shares of ` 1 (Rupee One) 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
Emplo yee Stock Options are recognised as an instrument to attract and
retain talent and align the interest of employees with that of the Company, thereby
providing an opportunity to the employees to participate in the growth of the Company. a)
During the year the Company made application to SEBI requesting to permit allotment of
shares arising out of exercise of stock options granted under Clean Science and Technology
Limited Employee Stock Option Scheme 2021 (CSTL ESOS 2021) be counted towards
compliance under Minimum Public Shareholding (MPS) requirements in terms of SEBI Circular
dated 22nd February, 2018. SEBI vide its letter dated 7th June, 2022 permitted the Company
to allot shares under CSTL ESOS 2021 to be counted towards meeting MPS obligations. The
Company further received In-principle approval from BSE Limited (BSE) on 9th June, 2022
and National Stock Exchange of India Limited (NSE) on 16th June, 2022 for the
entire pool of 100,000 Equity shares of ` 1/- each under 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 is 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.
b) Considering the benefits of the Employee Stock
Option Scheme and to attract the new and retain the existing talent in
the Company for sustained growth, the Nomination and Remuneration Committee and the Board
of Directors at their meeting held on 18th May, 2023 had recommended the Members to amend
CSTL ESOS 2021. Proposed amendments in brief are as follows- (i) Increase the number of
Employee Stock Options as originally approved from 100,000
(One La Options to 350,000 (Three khs)
Lakhs Fifty Thousand) Options by creating additional pool for grant to
the Eligible Employees;
(ii) Include an employees of Subsidiary Company(ies) as an Eligible
Employee entitled for stock options; (iii) Other miscellaneous amendments to give
effective effect to the applicability of terms of CSTL ESOS 2021 to the subsidiary
company(ies).
6. SUBSIDIARY, ASSOCIATES OR JOINT VENTURES
The Company has 4 (Four) wholly owned subsidiaries at th ene of the
financial year namely - Clean Science d
Private Limited, Clean Organics Private Limited, Clean Aromatics
Private Limited and Clean Fino-Chem Limited. During the year the Company did not have any
material subsidiary.
Investment in Clean Fino-Chem Limited
During the year the Company made additional
` 650 million equity investment in Clean Fino-Chem
Limited (CFCL) a Wholly Owned Subsidiary to set up its manufacturing
facility. CFCL acquired 33.17 acre land on lease from MIDC Kurkumbh, Tal. Daund, Dist.
Pune to set up the state of art facility to manufacture speciality chemicals including
HALS series. The progress of the project is satisfactory.
The subsidiaries of the Company function independently, with an
adequately empowered Board of Directors. For more effective governance in terms of
Regulation 24(3) of SEBI Listing Regulations, 2015, the minutes of the
Board Meetings of subsidiaries placed before the Board of Directors of the Company for
their review. F urther pursuant to Section 129(3) of the Companies
Act, 2013 a separate statement containing salient features of the
financial statements of subsidiaries is attached to this report in Form A to the
FinancialOC-1 Statements of the Company as Annexure II. Policy on material
subsidiary is available on weblink https:// cleanscience.co.in/wp-content/uploads/2023/02/
Policy-on-Material-Subsidiaries.pdf .
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 in terms of 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 financial year
ended 31st March 2023, 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, 2023
and of the profit 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 financial year ended 31st March, 2023;
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 financial year ended 31st March, 2023.
10. CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) 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. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
In terms of Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, a Business Responsibility and Sustainability
Report (BRSR) for the financial year 2022-23 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
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. IMPACT OF COVID -19 AND GEOPOLITICAL ISSUES
There was no significant impact of COVID-19 pandemic and geopolitical
issues during the year.
17. 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.
18. SAFETY, HEALTH AND ENVIRONMENT
We at Clean Science and Technology Limited (CSTL) are committed to
maintain high standards of safety, health and environment protection.
Safety
We aim to comply with applicable health and safety regulations and
other requirements in our operations and have adopted an occupational health and safety
policy that is aimed at, inter alia, complying with applicable environmental laws and
regulations. We encourage a high level of Safety awareness amongst our associates and
strive for continual improvement. Employees are trained in safe practices to be followed
at the workplace.
Following steps are taken by the Company for Safe work environment:
All the manufacturing units have been equipped with self-contained
breathing apparatus (SCABA), gas leak detectors, foam and water sprinkler system and other
protective devices.
Monthly review meetings are conducted by safety department for the
root-cause-analysis (RCA) of incidents occurred and to design
corrective-and-preventive-actions (CAPA).
Third party Safety audit is conducted every quarter and findings are
shared with Board members.
Hazardous chemicals like Phenol, DCC are handled wearing pressure suite
as per the government rules.
Automation interlocks are in place to avoid any process incidents,
spillage, contamination, overflow, etc.
Strict compliance is ensured with PESO guidelines (for inflammable
solvent) and NDPS Act (Acetic anhydride).
T on continuous basis is imparted to the raining employees including
tool box talk.
Protective gears are provided to the employees for safe material
handling. Plant level training and development programmes are organised regularly.
During the year Company conducted 17,250 hours of training in following
departments: -
a) Safety & Environment: |
1,991 |
b) Production: |
10,088 |
c) Engineers and Project Engineers: |
3,513 |
d) QC, R&D: |
773 |
e) Admin, Purchase, Store, IT: |
885 |
Health
Hea of employees is of utmost importance and lth periodic medical
check-up of employees is done to monitor their health. Detailed training is imparted to
the employees on safe work practices and behavior along with proper safety protocols.
Regular work area monitoring to check concentration of chemicals, noise level, and quality
of air at manufacturing locations is carried out as per statutory requirement. 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
Envir onment protection is the topmost priority organisation. We
believe that our facilities possess adequate effluent treatment processes and minimise any
contamination of the surrounding environment or pollution. We encourage and promote 3R
Process-Reduce, Recycle, Reuse at all levels in the organisation.
Sign Achievements ificant in Sustainability: We focus on
minimising the disposal of water, emissions and hazardous substances into the environment.
We have implemented several sustainability initiatives that have helped in minimising
environmental impacts of operations.
Total en consumption, GHG emission and ergy water consumption in the
2022-23 was 37.55 GJ/MT, 3.69 MT CO2/MT and 11.52.m3/MT of production respectively.
Red freshwater consumption: ucing We have built a robust
rain water harvesting system to direct rain water to our underground water storage tank,
filter and r it for internal consumption. We ecycle are focusing on reducing process heat
utilisation thereby minimising water evaporation losses and reducing water consumption.
About 85,290 MT steam is generated in 2022-23 which is almost 24% of total steam
consumption.
Min Waste Disposal: imising We have state-of-the-art
Effluent Treatment Plants set up in all our three units. Through these plants, we have
achieved ZLD status (Zero Liquid Discharge). We convert majority of our liquid effluent
into clean water and recycle it back to our plants (cooling towers). For handling solid
waste generated in ETP, we have installed a Glass house in all our manufacturing units. We
recycle and reuse almost all of solid waste generated across the Company. One of our key
focus area is to continuously innovate processes to minimise waste and achieve best
possible recycle & reuse of by-products generated. A strong in-house R&D nefits us
immensely in this effort. All our team be manufacturing facilities are fully compliant
with regulatory approvals and are ISO 14001 and ISO
45001 certified.
Gr eenCo Silver Rating: The Company has tified as GreenCo
Silver Rating by been cer
Confederation of Indian Industry.
19. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
All transactions entered into with related parties during the financial
year were in ordinary course of business and at arm's length basis, which were
approved by the Audit Committee. The Board has approved a policy for of our related party
transactions which is available on the Company's website at
https://cleanscience.co.in/wp-content/uploads/2023/02/Policy-on-Related-Party-Transactions.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 A which is attached asOC-2 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 required to be disclosed
pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are furnished as a part of the
Financial Statements.
The transaction(s) of the Company with any 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 Obligations and
Disclosure Requirements) Regulations, 2015 is disclosed separately in
the Financial Statements of the Company.
20. BOARD AND ITS COMMITTEES
During the Financial Year 2022-23, 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.
21. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) activities of
the Company are governed by the Corporate Social Responsibility Policy approved by the
Board. Our CSR philosophy is interlinked with our core focus on sustainability. We
endeavor to shape a better tomorrow and strive continuously to contribute to the social
and economical development of the communities we operate within.
Sin ce inception we have been deploying supporting a host of
initiatives largely in selected core area of E Environment Sustainability, Health
ducation, and Sanitation, Skill Development and Community Development. We are sensitive to
the greater needs of our nation and additionally support projects for preservation of our
heritage, support disabled persons by making them Aatma Nirbhar.
Our aim is 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 ` 51.44 million in carrying out CSR
activities in the following areas:-
a) Promoting Health Care, and facilities for women, orphan
children's day care centres, b) Promoting education, c) Environment sustainability
and protection of flora and fauna, d) Livelihood enhancement projects.
F urther, in terms of Section 135 read with Schedule
VII of the Companies Act, 2013, and Rules made thereunder the details
of CSR activities undertaken etc., 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/ person
uploads/2023/02/Corporate-Social-Responsibility-Policy.pdf .
22. NOMINATION AND REMUNERATION POLICY
The 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/2023/04/Nomination-and-Remuneration-Policy.pdf.
23. RISK M ANAGEMENT AND INTERNAL FINANCIAL
CONTROLS
Risk Management
TheCompanyhasinplaceariskmanagementframework 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 is designed to identify risks, evaluate the impact and mitigate the
risks that could affect the business. The and potential risks are identified and
mitigation measures are implemented to address the same. The Company has maintained Risk
Register on the basis of impact analysis on the organisation. The risks are categorised on
the basis of high, medium and low impact. For periodic review and monitoring, risk
register is placed before the Risk Management Committee and 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 complexities 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 by Non-Executive Director and
Chairman of Audit Committee is also a member of the Committee. The
Chairman of the Committee ratification briefs the Board about
significant discussions held in the Risk Management
Committee meeting.
The Risk Management Policy of the Company 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 o
financial reporting. It has laid down ver 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 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.
Inte financial controls and their adequacy are rnal included in the
Management Discussion and Analysis, forming part of this report.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND
COMPANY'S OPERATIONS IN FUTURE
No significant material orders were passed by the
Regulators/ Court /Tribunal which would impact the going concern status
of the Company and its future operations.
25. 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 B S R & Co., LLP, Chartered Accountants, (Firm Regn.
No.: 116231W/W-100024) were appointed as the Statutory Auditors of the Company for a
period of 5 (five) years as approved at the Annual
General Meeting (AGM) held on 28th September,
2019 and will complete their 5 years tenure on the conclusion of the
21st Annual General Meeting.
The Companies (Amendment) Act, 2017, has amended Section 139(1) of the
Companies Act,
2013, eff from 7th May 2018, whereby first ective proviso to Section
139(1) has been omitted which provided for of appointment of Auditors by members at every
Annual General Meeting. Accordingly, no resolution is being proposed for
of appointment of Statutory Auditors at the ensuing Annual General
Meeting. Pursuant to Section 139 of the Companies Act, 2013 and is Rules made thereunder,
the Statutory Auditors have co they are eligible to continue as nfirmed
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 Auditor's Report is unmodified i.e. it does not contain any
qualifications, reservations, adverse remarks or disclaimer and is enclosed with the
financial statements in this Annual Report.
b) Secretarial Auditor of 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 tificate Company Secretary, (Cer of Practice Number 3068) to
undertake the
Secretarial Audit of the Company for the financial year ended 31st
March, 2023.
The Secretarial Audit Report for financial year ended 31st March, 2023
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 is required to maintain cost
accounting records and have them audited every year.
The Board has on the recommendation of the Audit Committee 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 Financial Year
2022-23 and they have been re-appointed as Cost Auditors of the Company for the Financial
Year 2023-24.
The remuneration payable to the Cost Auditors is required to be placed
before the members in a general meeting for their ratification. Accordingly, ratification
resolution seeking members for the remuneration payable to M/s Dhananjay V. Joshi &
Associates as Cost Auditors for Financial Years 2023-24 is included in the Notice
convening Annual General Meeting.
M/s Dhananjay V. Joshi & Associates have confirmed that their
appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and Rules
made thereunder and have also 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. Aneja Associates, Chartered Accountants conducted the Internal Audit of
the Company for the 2022-23 Further pursuant to the recommendation of Audit Committee, the
Board of Directors had in their meeting held on 18th May, 2023, appointed M/s
PricewaterhouseCoopers India Private Limited, as the Internal Auditors of the Company to
conduct Internal Audit of the Company for the Financial Years 2023-24 and 2024-25.
26. 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.
27. 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. 6 of the Notes to Standalone Financial Statements of the
Company for the year ended 31st March, 2023.
28. 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.
Krishnakumar Ramnarayan Boob (DIN- 00410672) Whole-time Director of the Company is liable
to retire by rotation in the ensuing Annual General Meeting and being eligible to offer
himself for re-appointment.
Key Managerial Personnel
During the year, Mr. Pratik Bora was re-designated as Vice President
Corporate Finance w.e.f. 3rd February,
2023 and thus ceased to be the Chief Financial Officer and Key
Managerial Personnel effective from the close of business hours of 2nd February, 2023.
Pursuant to the recommendation of Nomination and Remuneration Committee
and Audit Committee, the Board appointed Mr. Sanjay Parnerkar, as the Chief
Financial Officer and Key Managerial Personnel of the
Company with effect from 3rd February, 2023.
In terms of the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 following have been
designated as the Key Managerial Personnel -
a) Mr Ashok Boob- Managing Director
b) Mr Siddhartha Sikchi- Whole-time Director c) Mr Krishnakumar Boob-
Whole-time Director
d) Mr Sanjay Parnerkar- Chief Financial Officer e) Mr Mahesh Kulkarni-
Company Secretary
29. ANNUAL EVALUATION OF BOARD OF DIRECTORS,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
A formal evaluation of the performance of the Board, its Committees and
the Individual Directors was done in for Financial Year 2022-23. 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 Committee reviewed the performance of
the individual Directors including Independent Directors, on the basis of the criteria
such as the contribution of the individual Director to the Board and Committee meetings
and the 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 Directors including the
Independent Directors of the
Company possess requisite qualifications, integrity, expertise and
experience (including proficiency) in their respective fields.
30. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS
The members of the Board are familiarised with 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.
Ind ependent Directors are made aware of their and responsibilities at
the time of appointment through a formal letter of appointment. 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.
During the year, the Independent Directors of the Company were
familiarised and the details of familiarisation programme imparted to them are
placed on website of the Company and web link thereto is
https://cleanscience.co.in/wp-content/
uploads/2023/04/Familarisation-Programme-FY-22-23.pdf.
31. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149(7) 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 are of the view that Independent
Directors fulfil the criteria of independence and they are independent
from the management of the
Company. All 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.
32. AWARDS AND RECOGNITION
Mr. Ashok Boob, Managing Director and all Mr. Siddhartha Sikchi,
Whole-time Director were adjudged Finalists at the EY's Entrepreneur Of The Year 2022
(India) Awards. The combining strength of their experience and energy, together have
navigated Clean Science and Technology Limited onto a fast track on growth and innovation.
Mr . Pratik Bora, erstwhile CFO of the Company was awarded FE CFO
awards in Manufacturing Small the Enterprises sector.
33. 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 roles
Regulations, 2015. The policy provides a mechanism for its Directors and Employees 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 .
34. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on 31st March, 2023 is available on the Company's website at
https:// cleanscience.co.in/investors/compliance/corporate-governance/annual-returns/
35. 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.
36. 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.
37. APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
During the year no application was made or any proceeding was pending
under Insolvency and
Bankruptcy code.
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. TRADEMARK
During the year the Company received Certificate of
Registration from the Registrar of Trademark, for the below mentioned
trademark.
40. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS
The Company believes that its employees are the key to drive
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 believes not just right hiring but also on boarding
new joinees as an equally important factor. We ensure our new talent is acclimatized to
the new work environment and is supported through their induction in the respective
departments. Our communication meeting with the new joinees further support in reaching
out to them.
The Company believes that campus hiring from reputed colleges assists
to attract fresh talent both from local and Premier Engineering Colleges.
With an eye to promote home grown leaders we have
High Potential programmes 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.
Your Company has transparent processes for rewarding performance and
retaining talent.
The Company had 502 employees as on 31st March, 2023. 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.
41. ACKNOWLEDGMENTS
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 |
Managing Director |
Whole-time Director |
(DIN: 00410740) |
(DIN: 00410672) |
Place: Pune |
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Date: 18th May 2023 |
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