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, 2024.
1.
FINANCIAL HIGHLIGHTS:
(' in million)
Standalone
Consolidated
2. (A) FINANCIALS
During the year 2023-24, on standalone basis revenue from operations were Rs 7,894.39 million as against Rs 9,357.99 million in 2022-23. Profit Before Tax was Rs 3,309.81 million as against Rs 4,054.49 million in 2022-23. Profit after tax was Rs 2,467.88 million as against Rs 3,035.10 million in 2022-23. The decrease was primarily due to global destocking and general slowdown in consumption. Despite degrowth in revenue, operating margins remained steady led by stringent cost control measures.
During the year 2023-24, on consolidated basis revenue from operations were Rs 7,914.85 million. Profit Before Tax was Rs 3,265.00 million and Profit After Tax was Rs 2,440.26 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 3rd February, 2024 declared an interim dividend of Rs 2/- (200%) per share of Rs 1/- each. The same was paid by the Company to the members whose names appeared in the Register of Members as on 12th February, 2024 being the record date fixed for the payment of interim dividend. The total cash outflow was Rs 212.50 million. In addition, the Board of Directors at its meeting held on 15th May, 2024 has recommended a final dividend of Rs 3 (300%) per share of Rs 1/- each for the year 2023- 24. 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 year 2023-24 of Rs 3/- would result in cash outflow of Rs 318.76 million. Total dividend payout for year 2023-24 would be Rs 531.26 million which is equivalent to 21.44% of the PAT. We are pleased to inform that, payout ratio has increased from 17.50% in 2022-23 to 21.44% in 2023-24. The 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/7073/07/Dividend-Distribution- Policy.pdf
4. CAPITAL STRUCTURE
The Authorised Share Capital of the Company as on 31st March, 2024 was Rs 150.00 million divided into 150,000,000 Equity Shares of Rs 1/- (Rupee One) each. During the year, your Company allotted 14,465 Equity Shares of Rs 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 Rs 106.24 million divided into 106,237,539 Equity Shares of Rs 1 each to Rs 106.25 million divided into 106,252,004 Equity Shares of Rs 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 employees 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).
During the year under review, the Company obtained approval of shareholders at the Annual General Meeting held on 10th August, 2023 to amend Clean Science and Technology Limited Employee Stock Option Scheme 2021 ("CSTL ESOS 2021"). The key amendments to CSTL ESOS 2021 were as under:
1) Increase the aggregate number of Employee Stock Options ("Options") as originally approved from 1,00,000 (One Lacs) Options to 3,50,000 (Three Lacs Fifty Thousand) Options with an addition of 2,50,000 (Two Lacs Fifty Thousand) options for grant to Eligible Employees under CSTL ESOS 2021 .
2) Grant of Options to the Eligible Employees of Subsidiary Company(ies) of the Company under CSTL ESOS 2021 .
The Company subsequently obtained in-principal approval from BSE Limited and National Stock Exchange of India Limited for the said amendments of 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. CHANGE IN REGISTERED OFFICE OF THE COMPANY
During the period under review, the Registered office of the Company was shifted within the local limits of Pune city from "Office No. 503, Pentagon Tower P-4, Magarpatta City, Hadapsar, Pune- 411013" to "Office No. 603 & 604, 6th Floor, Tower No.15, Cybercity, Magarpatta City, Hadapsar, Pune - 411013 w.e.f 3rd October, 2023.
7. 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. During the year, in terms of Regulation 16(1) (c) of SEBI Listing Regulations, 2015, Clean Fino-Chem Limited, a Wholly Owned Subsidiary of the Company became the Material Subsidiary of the Company.
Investment in Clean Fino-Chem Limited
During the year, the Company made additional equity investment of Rs 2,150 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.
The formal inauguration of the new manufacturing facility was done in February 2024. CFCL commenced the commercial production of HALS Series w.e.f 1st March, 2024. The installed capacity of entire HALS Series being 10,500 Metric Tonnes per annum. The HALS series belongs to the Performance Chemical segment and will cater to domestic as well as international market. In order to meet the capex requirements in CFCL, the Company infused additional equity of Rs 500 million in April 2024.
In compliance with Regulation 24 of the SEBI Listing Regulations, 2015, Mr. Keval Doshi, Independent Director of the Company was appointed as an additional director in CFCL w.e.f 8th November, 2023.
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.
Investment in Clean Organics Private Limited
During the year, the Company made equity investment of '0.7 million in Clean Organics Private Limited (COPL) a Wholly Owned Subsidiary to meet its capital requirements.
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 AOC-1 to the Financial 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.
8. RESERVES
The Directors do not propose to transfer any amount to the Free Reserves.
9. 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.
10. 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 FY ended 31st March, 2024, 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, 2024 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 FY ended 31 st March 2024;
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 FY ended 31 st March, 2024.
11. 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.
12. 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.
13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2) of the SEBI Listing Regulations, 2015, a Business Responsibility and Sustainability Report (BRSR) for the year FY 2023-24 forms part of this Annual Report.
14. INSURANCE
The properties, insurable assets of the Company such as buildings, plants, machineries and stocks among others are adequately insured.
15. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the FY under review there was no change in the nature of Company's business.
16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Apart from additional equity investment of Rs 500 million in Clean Fino-Chem Limited on 5th April, 2024, there were no material changes and commitments, occurred from the end of the FY till the date of this report, which may materially affect the financial position of the Company.
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
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 Behaviour 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 programmes are organised regularly.
• Annual Day Celebration includes safety plays, skits to create awareness amongst employees.
During the year Company conducted 17,179 hours of training in following departments: -
Health
Health of employees is the topmost priority of the Company. New employees at factory undergo pre-employment medical checkup and 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 prime concern for your 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 2023-24 was 37.08 GJ/MT, 3.56 MT CO2/MT and 11.25 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 82,242 MT steam was generated in 2023-24 which was almost 34% of total steam consumption.
• Minimising Waste Disposal: The Company has set up state-of-the-art Effluent Treatment Plants in all three manufacturing units. Through these plants, the Company achieved ZLD status (Zero Liquid Discharge). Majority of the liquid effluent is onverted into clean water and recycled it to the plants (cooling towers). For handling solid waste generated in ETR the Company has Glass house in all manufacturing units. A strong in-house R&D team benefits us immensely in this effort. Change in chemistry of one of the process has resulted in the reduction of the generation of solid waste by 39% as well as reduced water evaporation load by 50%.
• Responsible Care Certificate: During the year the Company received Responsible Care Certification from Indian Chemical Council.
• Tree Plantation: Under the CSR initiative, the Company planted 11,000+ trees to develop a Total Area admeasuring 10 Hectare situated at situated Village - Girim Taluka Daund District Rune belonging to Forest Department.
19. ONTRACTS 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. In compliance with Regulation 23(2) of the SEBI Listing Regulations, 2015. Audit Committee of the Company approved the Related Rarty 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/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 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.
20. OARD AND ITS COMMITTEES
During the year 2023-24, 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. 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 Rs 65.38 million as CSR Expenditure. 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
g) Protection of art and culture
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/7073/07/ 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/ nonexecutive/ independent), Senior Management and other employees and their remuneration. Nomination and Remuneration Policy is placed on the website of the Company https://cleanscience.co.in/companypolicies-nomination-and- remuneration-policy/.
23. 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 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 risks 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/7073/07/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.
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 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.: 1 16231W/W-100024) were appointed as the Statutory Auditors of the Company for the second term of 5 (five) years at the 16th Annual General Meeting (AGM) held on 28th September, 2019 and will complete their second term on the conclusion of the 21st Annual General Meeting.
The Board of Directors of the Company, at its meeting held on 3rd February, 2024 upon the recommendation of the Audit Committee and considering the experience and expertise, proposed the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016), as Statutory Auditors of the Company in place of M/s. BSR & CO LLP Chartered Accountants, for a term of 5 (five) consecutive years from the conclusion of 21st AGM till the conclusion of the 26th AGM to be held in 2028-29. Accordingly, resolution seeking Member's approval for the appointment of M/s Price Waterhouse Chartered Accounts LLP as Statutory Auditors of the Company for the term of 5 years as mentioned above would be placed before the ensuing Annual General Meeting.
The notes on the Audited Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call for any further comments.
With reference to comments made by the auditors in their report on other legal and regulatory requirement point no. 2A b. the Board hereby submits that, in order to enhance IT risk control measure, the Company implemented disaster recovery (DR) server for ERP application to mitigate the risk of business interruption in case the main server is down. During the DR server implementation, the shut down was taken hence back up of main server for 42 days was disturbed due to technical challenges. The DR server was subsequently went live successfully and back up of main server is available on daily basis. For the interrupted duration whilst there is no daily backup subsequent incremental backup covers from the start of the financial year. Since these back-up are taken daily as on date there are no issues of not having back up at any point of time.
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, (Certificate of Practice Number 3068) to undertake the Secretarial Audit of the Company for the financial year ending 31st March, 2024.
The Secretarial Audit Report for financial year 31st March, 2024 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 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 2023- 24 and they have been re-appointed as Cost Auditors of the Company for the Financial Year 2024-25.
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 2024-25 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 cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013 and rules made thereunder has been complied and maintained.
d) Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act, 2013, M/s PricewaterhouseCoopers Private Limited Chartered Accountants completed Internal Audit of the Company for the 2023-24. Further pursuant to the recommendation of Audit Committee, the Board of Directors at their meeting held on 15th May, 2024 had appointed M/s CNK JBMS & Associates, Chartered Accountants as the internal auditor of the Company to conduct internal audit for the financial year 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, the Company has made investments, the details of which are given under Note No. 10 of the Notes to Standalone Financial Statements of the Company for the year ended 31st March, 2024.
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. Siddhartha Sikchi (DIN- 02351154) Whole-time Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment. During the year, there are no changes in Key Managerial Personnel of the Company.
29. 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 2023-24. 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 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.
30. 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.
Independent Directors are made aware of their roles and responsibilities at the time of appointment through 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. 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/wp-content/uploads/2024/04/FY-23-24- Familiarisation-programme.pdf
31. 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.
32. AWARDS AND RECOGNITION
During the year, the Company received the following:-
1. Maharashtra State Export Award" under Silver Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2021-22 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.
2. Maharashtra State Export Award" under Gold Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2020-21 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.
3. Maharashtra State Export Award" under Gold Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2019-20 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.
4. Maharashtra State Export Award" under Gold Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2018-19 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.
5. Mr. Ashok Boob, Managing Director received Lala Shriram National Award 2023 for Leadership in Chemical Industry from Indian Institute of Chemical Engineers.
Responsible Care Certification
The Company successfully completed Responsible Care certification of Indian Chemical Council.
Four Star Export House Certificate
The Company was granted Four Star Export House Recognition Certificate by Ministry of Commerce and Industry, Director General of Foreign Trade for a period of 5 years upto 31st March, 2028.
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 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. 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, 2024 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
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. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
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 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. Employee care and well-being are a priority for Clean Science. Under this it 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, 2024. 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.
38. 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.
39. 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.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with applicable Secretarial Standards.
41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company was not required to transfer any amounts to Investor Education and Protection Fund (IEPF).
42. 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.