To,
The Members,
Your Directors take pleasure in presenting the 48th Annual
Report on the business and operations of your Company together with the audited financial
statements for the year ended 31st March, 2023.
State of Companys Affairs Financial Results
The financial performance of your Company is as summarized below for
the year under review:
(_ in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
5,086.45 |
4,563.92 |
44,044.41 |
34,898.08 |
| Total expense |
5,172.42 |
4,481.66 |
41,141.23 |
33,705.39 |
| Profit Before Tax |
455.37 |
1,092.78 |
3,366.79 |
2,053.78 |
| Profit for the year |
395.93 |
874.37 |
2,469.43 |
1,392.09 |
| Add: Balance as per last year |
22,573.12 |
22,005.75 |
27,765.98 |
26,071.82 |
| Add: Effect of previous year transaction |
- |
- |
- |
- |
| Add: Addition during the year |
- |
- |
- |
- |
| Less: Deduction during the year |
- |
- |
(9.99) |
(20.90) |
| Total |
22,969.05 |
22,880.11 |
30,225.43 |
28,072.98 |
| Appropriation |
|
|
|
|
| General Reserves |
- |
- |
- |
- |
| Dividend Paid |
672.41 |
302.59 |
672.41 |
302.59 |
| Tax on Dividend Paid |
- |
4.41 |
10.00 |
4.41 |
| Balance carried to Balance Sheet |
22,296.64 |
22,573.12 |
29,543.01 |
27,765.98 |
| Total |
22,969.05 |
22,880.11 |
30,225.43 |
28,072.98 |
Results of Operations Income
During the year under review, consolidated revenue from operations was
_44,044.41 lakhs as compared to _34,898.08 lakhs in the previous year. On the standalone
basis, your Companys revenue from operations was _5,086.45 lakhs as compared to
_4,563.92 lakhs in the previous year.
Profit Before Tax
Consolidated profit before tax for the current year was _3,366.79 lakhs
as against _2,053.78 lakhs in the previous year. On a standalone basis, your
Companys profit before tax for the current year was _455.37 lakhs as against
_1,092.78 lakhs in the previous year.
Profit After Tax
Consolidated profit after tax for the current year was _2,469.43 lakhs
as against _1,392.09 lakhs in the previous year. On the standalone basis, your
Companys profit after tax for the current year was _395.93 lakhs as against _874.37
lakhs in the previous year.
Recent Developments at Micro and Macro Economic Levels
The third wave didnt much affect the economic activity in India
as much as the previous waves of the pandemic did since its outbreak. FY 2022-23 opened
with a firm belief that the pandemic was rapidly diminishing and India seemed confident to
grow at a fast pace and quickly ascend to the pre-pandemic growth path in the first half
of 2022-23. Indias foreign exchange reserves stood at US$ 532.7 billion, reaching
US$ 562.7 billion as of 31st December 2022. India was the worlds sixth
largest FX reserve holding country as of the end of November 2022. Despite restricted
tourism income, there has been a large increase in net services.
Your Company is continuously monitoring the economic conditions,
redefining strategies, the changing market conditions and has outlined measures to
minimize its impact on business and safeguard stakeholders interest.
Change in the Nature of Business
The Company continues to engage in manufacturing specialty chemicals
like water treatment, polymers, construction chemicals, high performance coatings, animal
health and industrial biotech products. There is no change in the nature of business or
the business line of the Company.
Dividend
The Board of Directors have recommended final dividend of _3/- per
share (60%) for the financial year ended 31st March 2023.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. Your Company shall, accordingly, make the payment of the final
Dividend after deduction of tax at source.
In accordance with Regulation 43A of the Securities & Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("the Listing Regulations"), the Board of Directors of the Company has
voluntarily adopted a Dividend Distribution Policy ("Policy") which endeavors
for fairness, consistency and sustainability while distributing profits to the
shareholders. Dividend payout is in accordance with the Policy which is available on the
website of the Company i.e. http://www.chembondindia.com/policy.html.
Share Capital
The movement of Equity Capital is as under:
| Particulars |
No. of Equity Shares |
Equity Share Capital (_) |
| Equity Capital as on 1st April 2022 |
1,34,48,288 |
6,72,41,440 |
| Increase/ Decrease during the year |
Nil |
Nil |
| Equity Capital as on 31 st March 2023 |
1,34,48,288 |
6,72,41,440 |
During the year 2022-23, there was no change in the authorized and
paid-up capital of the Company.
Your Company has only one class of Equity Shares and it has neither
issued shares with differential rights for dividend, voting or otherwise, nor issued
shares (including sweat equity shares) to the employees or Directors of the Company, under
any Scheme.
No disclosure is required under Section 67(3)(c) of the Companies Act,
2013 ("the Act") in respect of voting rights not exercised directly by the
employees or Key Managerial Personnel of the Company as the provisions of the Section are
not applicable.
Fixed Deposits
The Company has not accepted any deposits within the meaning of Section
73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from
time to time.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profits for FY 2022-23 in the retained earnings (Previous year Nil).
Directors and Key Managerial Personnel
At present your Company has seven Directors consisting of four
Independent Directors (60%) including a Woman Director, two Executive Directors (30%) and
one Non-executive Director (10%).
In accordance with the provisions of Section 152(6) of the Act, Mr.
Ashwin R. Nagarwadia (DIN: 00466681) Non-executive Director, retires by rotation and being
eligible, offers himself for re-appointment. His background is given in the Corporate
Governance Report, which forms part of this Annual Report. Pursuant to the provisions of
Section 203 of the Act, Mr. Sameer V. Shah, Chairman and Managing Director, Mr.
Nirmal V. Shah, Vice Chairman and Managing Director, Mrs. Rashmi Gavli, Chief Financial
Officer and Mrs. Suchita Singh, Company Secretary are the Key Managerial Personnel of the
Company as on the date of this Report.
Inter-se relationship between Directors
Mr. Sameer V. Shah, Chairman and Managing Director and Mr. Nirmal V.
Shah, Vice Chairman and Managing Director are relatives (siblings). Apart from this none
of the Directors of the Company are in any way related to each other.
Declaration by Independent Directors
All the Independent Directors of the Company have furnished a
declaration to the effect that they meet the criteria of independence as provided in
Section 149(6) of the Act and Regulation 16(1)(b) and Regulation 25 of the Listing
Regulations. In the opinion of the Board, all the Independent Directors possess the
integrity, expertise and experience including the proficiency required to be Independent
Directors of the Company, fulfil the conditions of independence as specified in the Act
and the Listing Regulations and are independent of the management and have also complied
with the Code for Independent Directors as prescribed in Schedule IV of the Act.
Further declaration of independence as required under the Listing
Regulations were also given by the Directors.
Policy on Directors appointment and remuneration
The Company has put in place an appropriate policy on appointment and
remuneration of Directors and other matters provided under Section 178(3) of the Act. This
policy is uploaded on the Companys website http://www.chembondindia.com/
policy.html. Salient features of the policy on remuneration of Directors have been
disclosed in the Corporate Governance section of this Annual Report.
Number of Board Meetings
Four (4) meetings of the Board were held during the year under review,
details of which are furnished in the Corporate Governance Report forming part of the
Annual Report. The maximum gap between two Board Meetings did not exceed 120 days, as
prescribed under the Act.
Performance evaluation and its criteria
The Board of Directors has carried out an evaluation of its own
performance and that of its Committees and of the individual Directors for the year
pursuant to the provisions of the Act and Corporate Governance requirements as prescribed
by the Listing Regulations.
The performance of the Board and its Committees was evaluated by the
Board after seeking inputs from the Board / Committee Members based on criteria such as
composition of the Board / Committees and structure, effectiveness of the Board /
Committee processes, providing of information and functioning etc. The Board and the
Nomination and Remuneration Committee reviewed the performance of individual Directors
based on criteria such as attendance in Board / Committee meetings, contribution in the
meetings like preparedness on issues to be discussed etc.
The Independent Directors at its separate meeting held on 28th
February, 2023, reviewed the performance of Non-Independent Directors and performance of
the Board as a whole, performance of the Chairman of the Company taking into account the
views of Executive and Non-executive Directors and assessed the quality, quantity and
timeliness of flow of information to the Board to perform their duties effectively and
reasonably.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability, in respect of the year ended 31st March,
2023, confirm that: (a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material departures; (b) they had
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 at the end of the financial year and of the profit of the
Company for that period; (c) they took proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they prepared the annual accounts on a going concern basis; (e) they laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and (f) they devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Audit Committee
The details in respect of role/powers/composition of the Audit
Committee and other information are included in the Corporate Governance Report forming
part of this Annual Report.
Auditors and Auditors Report Statutory Auditor
The Board at its meeting held on 17th July, 2018 followed by
shareholders approval at the 43rd Annual General Meeting (AGM) held on 11th
August, 2018 appointed M/s. Bathiya & Associates, LLP, Chartered Accountants
(FRN:101046W/ W100063) as the Statutory Auditor of the Company for a period of 5 (five)
consecutive years, i.e. from the conclusion of the 43rd AGM held on 11th
August, 2018 until the conclusion of 48th AGM to be held in the FY 2023 at a
remuneration mutually agreed upon by the Board of Directors and the Statutory Auditor. The
Term of the Auditor expires at the ensuing AGM.
The Audit Committee and Board of Directors at its meeting held on 20th
May, 2023 considered and approved appointment of M/s. Bathiya & Associates, LLP,
Chartered Accountants (FRN:101046W/W100063) for second term as the Statutory Auditor of
the Company for a period of 5 (five) consecutive years, subject to the approval of
Members, from the conclusion of the ensuing 48th AGM to be held on 19th
August, 2023 until the conclusion of 53rd AGM to be held in the FY 2028 i.e.
for the audit of the financials of the Company from 1st April, 2023 till 31st
March, 2028, at a remuneration as may be mutually agreed upon by the Board of Directors
and the Statutory Auditor. The Report given by the Auditors on the financial statements of
the Company is part of this Report. There has been no modified opinion, qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report during the
year under review and the observations and comments given in the report of the Statutory
Auditor read together with Notes to Accounts are self-explanatory and hence do not call
for any further explanation or comments under Section 134 (f)(i) of the Act.
Cost Auditor
As per the requirement of Central Government and pursuant to Section
148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, your Company has been carrying out audit of cost records every year.
M/s. Jitendrakumar & Associates, Cost & Management Accountant,
Mumbai, (FRN: 101561/Membership No. 30106) were the Cost Auditor of the Company for the
financial year 2022-23. Due to some technical reasons the Audit firms have decided to
rotate the audit between them and hence the audit is interchanged from M/s. Jitendrakumar
& Associates to M/s. Aatish Dhatrak & Associates.
On the recommendation of Audit Committee, the Board of Directors, at
their meeting held on 20th May, 2023 appointed
M/s. Aatish Dhatrak & Associates, Cost & Management Accountant,
Mumbai, (FRN: 101575/Membership No. 30105) as the Cost Auditor to conduct audit of the
cost records of the Company for FY 2023-24. The Company is seeking the approval of the
Members for the remuneration to be paid to M/s. Aatish Dhatrak & Associates, Cost
& Management Accountant for the FY ended 31st March, 2024.
M/s. Aatish Dhatrak & Associates have confirmed that they are free
from disqualification specified under Section 141(3) and proviso to Section 148(3) read
with Section 141(4) of the Act and that the appointment meets the requirements of Section
141(3)(g) of the Act. They have further confirmed their independent status and an
arms length relationship with the Company.
The relevant Cost Audit Report for the FY 2021-22 was filed with
Ministry of Corporate Affairs on 24th August, 2022 in Form CRA-4.
Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary (C.P.
No.: 124) to undertake the Secretarial Audit of the Company for the year ended 31st
March, 2024. The Company has received their written consent and confirmation that the
appointment will be in accordance with the applicable provisions of the Act and Rules
framed thereunder.
The Secretarial Audit Report in Form MR- 3 for the Financial Year ended
31st March, 2023 has been annexed as Annexure 1. There are no
qualification, reservation, adverse remark or disclaimer given by the Secretarial auditor
in their report for the year under review.
Reporting of Fraud
During the year under review, the Statutory Auditor, Internal Auditor,
Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed
in the Company by its officers or employees, to the Audit Committee under Section 143(12)
of the Act details of which needs to be mentioned in this Annual Report.
Subsidiaries and Step-down subsidiaries
The Company has been carrying on its domestic and international
operations through its wholly owned subsidiaries (WOS) and step-down subsidiaries (SDS)
and step-down associate Companies as detailed below: Your Company has seven subsidiaries
and four step-down subsidiaries and one step-down Associate Company: i. Chembond
Biosciences Limited ii. Chembond Calvatis Industrial Hygiene Systems Limited iii. Chembond
Distribution Limited iv. Chembond Material Technologies Private Limited
| v. Chembond Polymers and Materials Limited |
| vi. Chembond Water Technologies Limited |
| vii. Phiroze Sethna Private Limited |
| Step-down subsidiaries |
| viii. Chembond Clean Water Technologies Limited |
| ix. Chembond Water Technologies (Malaysia) Sdn Bhd |
| x. Chembond Water Technologies (Thailand) Co. Ltd. |
| xi. Gramos Chemicals India Private Limited |
| Step-down Associate |
| xii. Rewasoft Solutions Private Limited |
The details of financial performance of the subsidiaries, step-down
subsidiaries and step-down Associate Companies are given in AOC-I as Annexure 2.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone financial statements of the Company, consolidated financial statements along
with relevant documents and separate audited financial statements in respect of
subsidiaries, are available on the Companys website www.chembondindia.com.
Remuneration to Directors and Key Managerial Personnel
The information required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, is given in Annexure 3.
Particulars of employees
The statement containing particulars of employees as required under
Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, will be provided upon request to the
Company. None of the employees of the Company are being paid remuneration exceeding the
prescribed limit under the said provisions and Rules.
Remuneration to Managing Director from wholly owned subsidiary
During the FY 2022-23, Mr. Sameer V. Shah – Chairman and Managing
Director received remuneration of _28.94 lakhs from Chembond Biosciences Limited, WOS
Company, and Mr. Nirmal V. Shah, Vice - Chairman and Managing Director received
remuneration of _57.75 lakhs from Chembond Water Technologies Limited, WOS Company.
Incentive / Commission to Directors
Considering the performance of the Company, on the basis of the
recommendation by Nomination and Remuneration Committee (NRC) the Board of Directors at
its meeting held on 20th May, 2023, approved incentive / performance linked
bonus of _24.77 lakhs each to Mr. Sameer V. Shah and Mr. Nirmal V. Shah for the FY
2022-23 which will be paid in FY 2023-24.
The NRC also recommended commission to Non-executive Director for the
FY 2022-23 a sum not exceeding 1% of net profit as calculated in accordance with Section
198 of the Act, as per the details mentioned below. The said incentive / commission will
be paid in FY 2023-24.
| Sr. No Name of the Director |
Amount (_ In Lakhs) |
| 1 Ashwin R. Nagarwadia |
2.50 |
| 2 Mahendra K. Ghelani* |
0.60 |
| 3 Prakash D. Trivedi# |
0.50 |
| 4 Sushil U. Lakhani$ |
0.50 |
| 5 Saraswati Sankar |
0.75 |
* Additionally, shall receive _1.30 lakh from Chembond Water
Technologies Limited and _0.60 lakh from Chembond Material Technologies Private Limited,
which will be paid in current year. # Additionally, shall receive _0.25 lakh from Chembond
Polymers and Materials Limited, which will be paid in current year.
$ Additionally, shall receive _1.00 lakh from Chembond Clean Water
Technologies Limited, which will be paid in current year.
Policies and Disclosure Requirements
In terms of the provisions of the Act and the Listing Regulations, the
Company has adopted all the applicable policies. The policies are available on the website
of the Company at http://www.chembondindia.com/policy.html.
All Directors and Senior Management Personnel have a_irmed their
adherence to the provisions of the Code of Conduct during the FY 2022-23.
TheCompanyspolicyonDirectorsappointment,remuneration and
other matters provided in Section 178(3) of the Act forms part of Nomination and
Remuneration Policy and has been disclosed in the Corporate Governance Report.
Risk Management
As per the requirements of the Listing Regulations, a Risk Management
Committee was constituted with responsibility of preparation of Risk Management Plan,
reviewing and monitoring the same on regular basis, to identify and review critical risks
on regular basis, to report key changes in critical risks to the Board on an on-going
basis, to report critical risks to Audit Committee in detail on yearly basis and such
other functions as may be prescribed by the Board. The Company has its Risk Management
Plan & Policy in place which is also displayed on the website of the Company i.e.
http://www. chembondindia.com/policy.html. In the opinion of the Board, during the FY
2022-23, no elements of risk which may threaten the existence of the Company were noticed
by the Board. The Committee monitors the risk management plan and ensures its
effectiveness. The details of Committee are set out in the Corporate Governance Report.
Internal Financial Control System
The Board is responsible for establishing and maintaining adequate
internal financial control as per Section 134 of the Act.
Your Company has in place an adequate system of internal controls to
ensure compliance with various policies, practices and statutes. The internal financial
controls systems are commensurate with the size, nature, geographical spread and
complexities of its operation both at entity and process levels of the Company. Management
exercises financial controls on the operations through standard operating procedures
covering all financial and operating functions which is designed to provide a reasonable
assurance with regards to maintaining of proper accounting controls for ensuring
reliability of financial reporting, effectiveness and efficiency of operations,
safeguarding assets from unauthorized use or losses and compliance with applicable laws
and regulations. Key controls have been tested during the year and corrective and
preventive actions has been taken for any weakness. During the year no frauds were
detected or reported to the Audit Committee.
Corporate Governance & Vigil Mechanism
A separate Corporate Governance Report on compliance with Corporate
Governance requirements as required under Regulation 34(3) read with Schedule V of the
Listing Regulations forms part of this Annual Report. The same has been reviewed and
certified by Mr. Virendra G. Bhatt, Practicing Company Secretary, the Secretarial Auditor
of the Company and Compliance Certificate in respect thereof is attached as Annexure 4.
The Company has formulated a Whistle Blower Policy, details of which
are furnished in the Corporate Governance Report, thereby establishing a vigil mechanism
for Directors and permanent employees for reporting genuine concerns or grievances, if
any, about unethical behaviour, actual or suspected fraud or violation of Companys
Code of Conduct or policies. It also provides adequate safeguards against the
victimization of employees and allows direct access to the chairperson of Audit Committee
in appropriate or exceptional cases. The vigil mechanism / whistle blower policy is
available on Companys website http://www.chembondindia.com/ policy.html.
Corporate Social Responsibility
Pursuant to Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 as amended from time to time, the Board of
Directors of the Company has duly constituted the Corporate Social Responsibility (CSR)
Committee, adopted CSR policy and spent amount on CSR activities in accordance with the
Act, applicable to your Company.
The Company reviews and revises its CSR Policy pursuant to the
Companies (Corporate Social Responsibility) Amendment Rules, 2021 from time to time. The
CSR policy is available on Companys website at http://www.chembondindia.com/
policy.html.
The key philosophy of all CSR initiatives of the Company is guided by
three core commitments of Scale, Impact and Sustainability. For other details regarding
the CSR Committee, please refer to the Corporate Governance Report, which is a part of
this Annual report.
During the year, the Company has spent _10.17 lakhs on CSR activities.
The Company has identified focus areas of engagement which have been enumerated in the
Annual Report on CSR Activities attached as Annexure 5. Chembond Water Technologies
Limited a WOS of the Company spent an amount of _26.88 lakhs on CSR activities.
Particulars of Related Party Transactions
All transactions entered into with related parties during the financial
year were in the ordinary course of business and on arms length basis and do not
attract the provisions of Section 188(1) of the Act. Suitable disclosures as required by
the Indian Accounting Standards (Ind AS-24) have been made in the notes to the Financial
Statements. The Board has a policy for related party transactions which has been uploaded
on the Companys website http://www.chembondindia.com/policy. html. Material Related
Party Transactions entered during the year are attached as Annexure 6 in Form No.
AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the
Companies (Accounts) Rules, 2014.
The Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required to be disclosed under
Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Account) Rules, 2014,
as amended from time to time, are provided in Annexure 7. Particulars of Loans,
Guarantees and Investments
Details of Loans, Guarantees and Investments have been disclosed in the
Financial Statements.
Promoters
The Promoter Group holding in the Company as on 31st March,
2023 was 67.55% of the Companys paid-up Equity Capital. The members may note that
the shareholding and other details of Promoters has been provided in Annual Return.
Annual Return as on 31st March, 2023
The Annual Return as provided under Section 92(3) read with Section
134(3)(a) of the Act as prescribed in Form No. MGT-7 of the Companies (Management
and Administration) Rules, 2014, is available on the website of the Company at
http//www.chembondindia.com/annual-report.html.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under the Listing Regulations, is presented in a separate section, forming part
of this Annual Report.
Transfer to Investor Education and Protection Fund
Members are requested to note that all unpaid / unclaimed dividends for
a period of seven consecutive years from the date of transfer to the Companys Unpaid
Dividend Account, shall be transferred by the Company to the Investor Education and
Protection Fund (IEPF Fund) established by the Central Government. Further, pursuant to
the provisions of Section 124 of the Act read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to
time, all shares on which dividend has not been paid or claimed for seven consecutive
years or more shall be transferred to IEPF Authority as notified by the Ministry of
Corporate Affairs.
The Company has transferred shares to the demat account of the IEPF
authority in respect of which dividend has not been claimed for seven consecutive years or
more. The Company had communicated to all the concerned shareholders individually whose
shares were liable to be transferred to IEPF. The Company had also given newspaper
advertisements, before such transfer in favour of IEPF. The Company has also uploaded the
details of such shareholders and shares transferred on the website of the Company.
The Members/Claimants whose shares and unclaimed dividend amount have
been transferred to IEPF may claim the shares or apply for refund by making an application
to IEPF Authority in Form IEPF-5 (available on www.iepf.gov.in). The Member/Claimant can
file only one consolidated claim in a Financial Year as per the IEPF Rules.
Prevention, Prohibition and Redressal of Sexual Harassment of Women
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The policy for Prevention of Sexual Harassment at
workplace is available on the website of the Company
http://www.chembondindia.com/policy.html. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary and trainees) are covered under this policy. They are also provided
training about the Act.
During the year under review, no complaint was received.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report for the year
ended 31st March, 2023 as stipulated under Regulation 34 of the Listing
Regulations is not applicable to the Company.
Material changes and commitment
Except as disclosed elsewhere in the Report, there have been no
material changes and commitment affecting, the financial position of your Company, which
have occurred between the end of the financial year of the Company and the date of this
Report.
Significant and Material Orders
During the year under review, there has been one pending litigation
against the Company and its Directors whose order is yet to be received. The matter is
explained in detail in the Corporate Governance Section of the Annual Report. Except this
there has been no significant and material order passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its future operations.
Proceedings pending under the Insolvency and Bankruptcy Code
There are no such proceedings or appeals pending and no applications
has been filed under Insolvency and Bankruptcy Code, 2016 during the year under review and
from the end of the financial year upto the date of this report.
The details of difference between amount of the valuation done at the
time of One-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions
No such instance of One-time settlement or valuation was done while
taking or discharging loan from the Banks/ Financial Institutions occurred during the
year.
Compliance with Secretarial Standards
In terms ofSection 118(10) of the Act, the Company is complying with
the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
with respect to Meetings of Board of Directors and General Meetings and such systems were
adequate and operating effectively.
Research and Development
The Company recognizes the need to have well equipped R&D
facilities to meet customer requirements and developing cutting edge products. As a
natural corollary your Company continues to invest in a comprehensive Research and
Development programme leveraging its world-class infrastructure, benchmarked processes,
state-of-the-art technology and a business-focused R&D strategy.
The Company has spent approx. _71.83 lakhs during the year under review
on research and development.
Acknowledgements
Your Board wish to place on record their appreciation and acknowledge
with gratitude the support and co-operation extended by the Government authorities,
bankers, customers, vendors, employees and members during the year under review and look
forward to their continued support.
| On behalf of the Board |
|
| sd/- |
sd/- |
| Sameer V. Shah |
Nirmal V. Shah |
| Chairman & |
Vice Chairman & |
| Managing Director |
Managing Director |
| DIN: 00105721 |
DIN: 00083853 |
| Mumbai |
|
| 20th May, 2023 |
|
+91-9892691696
