clean science & technology ltd share price Directors report


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 Companys 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 Companys 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 Companys 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 arms 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 Companys 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 childrens 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 Companys 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 Companys 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

COMPANYS 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 Auditors Report are self-explanatory and hence do not call for any further comments.

The Auditors 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 companys 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 Companys 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 EYs 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 Companys 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 Companys 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 Boards 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
Date: 18th May 2023