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Chemcon Speciality Chemicals Ltd.

BSE: 543233 Sector: Industrials
NSE: CHEMCON ISIN Code: INE03YM01018
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OPEN 466.00
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VOLUME 55774
52-Week high 482.45
52-Week low 262.30
P/E 22.81
Mkt Cap.(Rs cr) 1,706
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chemcon Speciality Chemicals Ltd. (CHEMCON) - Director Report

Company director report

To

The Members

Chemcon Speciality Chemicals Limited

The directors have pleasure in presenting the 33rd Annual Report on thebusiness and operations of Chemcon

Speciality Chemicals Limited ("the Company") together with the auditedfinancial statements for the financial year ended March 31 2022.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the year ended March 31 2022 issummarised below:

PARTICULARS Year ended March 31 2022 Year ended March 31 2021
Revenue from Operations 25711.11 24348.72
Other Income 922.37 463.53
Total Income 26633.49 24812.25
Profit before Financial Cost Depreciation and tax 9083.39 8576.50
Less: Finance Costs 56.94 363.31
Less: Depreciation/ Amortisation/ Impairment 626.90 607.62
Profit before Tax 8399.55 7605.57
Less: Tax Expense (Current & Deferred) 2123.89 1965.75
Profit after tax for the year 6275.66 5639.82
Other Comprehensive Income/(loss) (35.16) (5.23)
Total Comprehensive Income for the year 6240.50 5634.59

The above figures are extracted from the audited financial statements prepared inaccordance with Indian Accounting Standards (Ind AS) as specified in the Companies (IndianAccounting Standard) Rules 2015 as amended in terms of Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 (the "ListingRegulations").

STATE OF COMPANY’S AFFAIR:

For the financial year ended March 31 2022 the Company has achieved an increase inrevenue from operations by 5.60%. The profit before tax as at the financial year endedMarch 31 2022 is INR 8399.55 lacs as compared to INR 7605.57 lacs at the end ofprevious financial year recording an increase of profit before tax by INR 793.98 lacsmostly influenced by increase in total income and reduction of finance cost. The profitafter tax as at the financial year ended March 31 2022 is INR 6275.66 lacs which isimproved by INR 635.84 lacs as compared to previous financial year. The earnings per shareincreased by 3.94% from INR 16.48 per share to INR 17.13 per share.

The Company have successfully commenced commercial production in plant P8 and haveadded a capacity of producing 2400 MTPA of TMCS and 1200 MTPA of CMIC. This expansion ofproduction capacity will result in reduction of imports of TMCS and increase in productionof HMDS. In September 2021 the Company received a communication from Gujarat PollutionControl Board (GPCB) directing to close the operations at Company’s manufacturingplant. Further In October 2021 GPCB granted temporary revocation of 3 months to theclosure order. GPCB issued order for permanent revocation for the closure order in May2022 and the subject matter was satisfactorily resolved.

There have been no material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year 2021-22 and the date of thisreport and there has been no change in the nature of business or the business line of theCompany.

The detailed discussion of the Company’s performance is provided under the headingManagement Discussion and Analysis in the Annual Report.

DIVIDEND:

The directors have thought fit to plough back the profit in operations for providinglong-term working capital and hence opted not to declare any dividend for the financialyear ended March 31 2022. Further the Company is not required to transfer any amount tothe Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVE:

No amount has been transferred to any reserve during the financial year 2021-22.

SHARE CAPITAL:

Authorised Share Capital of the Company is INR 500000000/- (INR Fifty CroresOnly) divided in to 50000000 (Five Crores) Equity Shares of INR 10/- (INR Ten only)each.

Issued Subscribed and Paid-up Share Capital of the Company is INR 366307010/-(INR Thirty Six Crores Sixty Three Lacs Seven Thousand and Ten only) divided into36630701 (Three Crores Sixty Six Lacs Thirty Thousand Seven Hundred and One) EquityShares of INR 10/- (INR Ten Only) each.

During the financial year ended March 31 2022 the Company has not bought back any ofits securities has not issued any Sweat Equity Shares or Bonus Shares and has notprovided any Stock Option Scheme to the employees.

Further the Company has not raised any funds through preferential allotment orqualified institutions placement during the financial year ended March 31 2022.

UTILISATION OF IPO PROCEEDS:

The equity shares of the Company were listed on BSE Limited and National Stock Exchangeof India Limited on October 01 2020. The IPO proceeds were utilised as per the objectsstated in the prospectus of the Company and pursuant to Regulation 32 of the ListingRegulations there was no deviation/variation in utilisation of funds raised in respect ofthe Initial Public Offering of the Company. The Company has appointed HDFC Bank Limited asMonitoring Agency in terms of regulation 41 of the Securities & Exchange Board ofIndia (Issue of Capital & Disclosure Requirements) Regulations 2018 as amended fromtime to time to monitor the utilisation of IPO proceeds and the Company has obtainedmonitoring reports from the Monitoring Agency from time to time.

The Company has submitted the statement(s) and report as required under Regulation 32of the Listing Regulations to both the exchanges where the shares of the Company arelisted namely BSE Limited and National Stock Exchange of India Limited on timely basis.

A certificate has been obtained from the Statutory Auditors of the Company confirmingthe utilisation of the IPO proceeds as per the objects stated in the prospectus of theCompany.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary joint venture or associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The board of directors of the Company comprises of a combination of executive andnon-executive directors with one woman director and 50% of the board of directorscomprises of non-executive directors.

Resignation of Independent Director:

During the financial year ended March 31 2022 Mr. Devendra Rajkumar Mangla (DIN:08421613) has resigned from the Board of the Company as Independent Director with effectfrom February 17 2022 due to personal reasons and other business commitments.

The Board placed on record their appreciation for the assistance and guidance providedby Mr. Devendra Rajkumar Mangla during his tenure as Independent Director of the Company.

Appointment of Independent Director:

Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) was appointed as an Additional Director(Non-Executive & Independent) on the Board of the Company with effect from April 282022 to hold office up to the date of the ensuing annual general meeting. Mr. PradeepVishambhar Agrawal is a qualified Chartered Accountant and Company Secretary. He is aManaging Director in a pharmaceutical company and is in the Board of various othercompanies. He is also an Independent Director of Bharat Petroleum Corporation Limited. Heis also engaged in social activities and is a Director of two Section 8 (not for profit)companies. He also acts as a Trustee of the various Trusts. The Board seeks the approvalof members at the ensuing annual general meeting under regulation 17(1C) of ListingRegulations.

Further Mr. Pradeep Vishambhar Agrawal is appointed as an Independent Director to holdoffice for a term of 5 years commencing on April 28 2022 subject to the approval ofmembers and who shall not be liable to retire by rotation. In the opinion of the Board heis a person of integrity and possesses expertise in the fields of Finance Business andAdministration which brings a value addition in the Board of the Company. Also hepossesses relevant proficiency and his vast experience will be beneficial to the Company.

Members’ approval for his appointment as an Independent Director under Sections149 and 152 of the Companies Act 2013 and under Listing Regulations has been sought inthe Notice convening the 33rd Annual General Meeting of the Company.

Re-appointment of Managing Directors and Whole-time Directors:

On recommendation of the Nomination Remuneration Committee the Board of Directors attheir meeting held on April 28 2022 have reappointed and fixed the remuneration of belowmentioned directors with effect from May 1 2022 for a period of 3 years subject toapproval of members at the ensuing Annual General Meeting:

Mr. Kamalkumar Rajendra Aggarwal (DIN: 00139199) as a Managing Director

Mr. Navdeep Naresh Goyal (DIN: 02604876) as a Deputy Managing Director

Mr. Rajesh Chimanlal Gandhi (DIN: 03296784) as a Whole-time Director

Mr. Rajveer Kamal Aggarwal (DIN: 07883896) as a Whole-time Director

Mr. Himanshu Prafulchandra Purohit (DIN: 03296807) as a Whole-time Director

Members’ approval on the terms and conditions of such re-appointment andremuneration payable as required under section 196 197 Schedule V and other applicableprovisions of the Companies Act 2013 and rules made thereunder and under ListingRegulations has been sought in the Notice convening the 33rd Annual General Meeting of theCompany.

Retirement by Rotation:

As per the provisions of Section 152(6) of the Companies Act 2013 not less thantwo-third of the total number of Directors other than Independent Directors shall beliable to retire by rotation. One-third of these Directors are required to retire everyyear. Mr. Rajesh Chimanlal Gandhi (DIN: 03296784) will retire by rotation at the ensuingAnnual General Meeting (AGM) of the Company and being eligible offer himself forre-appointment. A detailed profile of Mr. Mr. Rajesh Chimanlal Gandhi along withadditional information required under Regulation 36(3) of Listing Regulations andSecretarial Standard on general meetings is provided separately by way of Annexure to theNotice convening the 33rd Annual General Meeting of the Company.

The Board recommends his re-appointment for members approval.

Declaration by Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act 2013 the IndependentDirectors’ have submitted declarations that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act along with Rules framed thereunderand Regulation 16(1)(b) of Listing Regulations. Further during the financial year endedMarch 31 2022 there has been no change in the circumstances affecting their status asIndependent Directors of the Company.

Annual Compliance Affirmation:

Pursuant to the requirements of Regulation 26(3) of Listing Regulations all members ofthe Board of Directors and senior management personnel have affirmed compliance with thecode of conduct for Board of Directors and senior management personnel.

Meetings of the Board of Directors:

During the financial year ended March 31 2022 6 (Six) Meetings of the Board ofDirectors were held in accordance with the provisions of the Companies Act 2013 and rulesmade thereunder applicable Secretarial Standards and regulation 17 of the ListingRegulations. The details of the Board Meetings with regard to their dates and attendanceof each of the Directors thereat have been provided in the Corporate Governance Reportwhich forms part of the Annual Report of the Company.

COMMITTEES OF BOARD:

The Company has duly constituted the following Committees in terms of the provisions ofthe Companies Act 2013 read with relevant rules framed thereunder & ListingRegulations: a. Audit Committee b. Stakeholders Relationship Committee c. Nomination andRemuneration Committee d. Corporate Social Responsibility Committee e. Risk ManagementCommittee

The composition of all such Committees brief terms of reference number of meetingsheld their dates and attendance during the financial year ended March 31 2022 and otherdetails have been provided in the Corporate Governance Report which forms part of theAnnual Report of the Company. There has been no instance during the year where therecommendations of the Committees were not accepted by the Board.

Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations.

The Company’s Audit Committee comprises Mr.

Bharat Chunilal Shah as the Chairperson and Ms. Neelu Atulkumar Shah Mr. SamirChandrakant Patel and Mr. Kamalkumar Rajendra Aggarwal as members of the Committee.

Stakeholders Relationship Committee:

In compliance with the provisions of section 178(5) of the Companies Act 2013 andRegulation 20 of the Listing Regulations the Board has constituted a

"Stakeholders Relationship Committee" to consider and resolve the grievancesof security holders of the company.

Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act 2013 and regulation 19 ofListing Regulations has constituted the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee has formulated a policy defining the criteriafor determining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees known as Nomination and Remuneration Policy (NRCPolicy). The NRC Policy is available on the Company’s website athttps://www.cscpl.com/policies.php.

The salient features of the NRC Policy are as under:

1. Setting out scope and objective of the policy

2. Defining role of the Committee

3. Laying down the qualifications and criteria to appoint a Director

4. Identification of criteria of independence for Independent Director

5. Identifying the entitlement to non-executive Directors

6. Framing structure of remuneration to the Executive Directors and Key ManagerialPersonnel and other employees.

Corporate Social Responsibility (CSR) Committee:

The Company had constituted a Corporate Social Responsibility Committee consisting ofthree members Mr. Navdeep Naresh Goyal as the Chairperson and Mr. Bharat Chunilal Shahand Mr. Devendra Rajkumar Mangla as members of the Committee. Mr. Devendra Rajkumar Manglaresigned from the Board of the Company and from CSR Committee with effect from February17 2022. The Board of Directors at their meeting held on April 28 2022 appointed Mr.Pradeep Vishambhar Agrawal as an Additional Director (Non-Executive & Independent).Accordingly the CSR Committee was reconstituted and Mr. Pradeep Vishambhar Agrawal wasappointed as a member of the CSR Committee.

The Company has adopted the Corporate Social Responsibility Policy as recommended byCSR Committee pursuant to the provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy)

Rules 2014. This policy is available on Company’s website athttps://www.cscpl.com/policies.php.

During the financial year ended March 31 2022 the Company has spent INR 113.59 lacstowards various CSR programs and in addition to this the Company has transferred INR24.39 lacs to the Unspent Corporate Social Responsibility Account pursuant to the ongoingproject aggregating the total spent towards CSR obligation to INR 137.98 lacs. Furtherthe amount transferred to unspent CSR Account was completely spent towards the ongoingproject and the said project stands completed as on date of this report.

The initiatives undertaken by the Company during the financial year ended March 312022 in CSR activities have been detailed in Annual Report on CSR activities in accordancewith the Companies (Corporate Social Responsibility Policy) Rules 2014 and is appendedas Annexure - I.

Risk Management Committee:

The provisions of Regulation 21 of the Listing Regulations were made applicable to theCompany by SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment)Regulations 2021 on May 05 2021. Accordingly the board of directors at their meetingheld on May 31 2021 has constituted a Risk Management Committee which is responsible formanagement of risk avoid exposure to significant financial loss and achieve riskmanagement objectives as specified under Risk Management Policy. The Risk managementcommittee comprises of three members Mr. Samir Chandrakant Patel Mr. Rajesh ChimanlalGandhi and Mr. Himanshu Prafulchandra Purohit.

The Board of Directors periodically evaluates the processes for Risk Identification andRisk Mitigation. The Company has a system for Risk Management to define assess and trackbusiness threats and obstacles throughout the Company. The management of the Company hasduly adopted the Risk Management Policy to articulate the

Company’s approach and expectations in relation to the management of risk acrossthe organisation. The

Risk Management Policy is available on Company’s website athttps://www.cscpl.com/policies.php.

There are no risks which in the opinion of the Board threaten the existence of theCompany. However some of the risks which are inherent in business and type of industry inwhich the Company operates are elaborately described in the Management Discussion andAnalysis forming part of the Annual Report.

VIGIL MECHANISM:

As per provisions of Section 177(9) of the Companies Act 2013 read with Regulation22(1) of Listing Regulations the Company has adopted a Whistle Blower Policy to providea formal vigil mechanism to the employees to report their grievances / concerns aboutinstances of unethical behaviour actual or suspected fraud or violation of

Company’s Code of Conduct.

The Policy provides for adequate safeguards against victimisation of employees whoavail the mechanism and also provides for direct access to the Chairman of the AuditCommittee in certain cases. It is affirmed that no personnel of the Company have beendenied access to the Audit Committee.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. The Whistle Blower policy is available on the Company’s website athttps://www.cscpl.com/policies.php.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors have carried out annual performance evaluation of the Board as a wholeBoard Committees Individual Directors and Independent Directors on the basis of criterialaid down in Performance Evaluation Policy of the Company.

The performance of Independent Directors Non-executive Directors Executive DirectorsWhole-time Directors Managing Directors and Chairperson was evaluated by all the membersof the Nomination and Remuneration Committee (other than the member evaluating) on thebasis of criteria laid down in Performance Evaluation Policy.

As required under Regulation 25 of the Listing Regulations a separate meeting of theIndependent Directors of the Company was held to evaluate the performance of theChairperson Non-Independent Directors and the Board as a whole and also to assess thequality quantity and timeliness of flow of information between the management of theCompany and the Board.

The performance evaluation made by Nomination and Remuneration Committee andIndependent Directors at their meeting was noted by the Board.

AUDITORS:

Statutory Auditor:

M/s. K. C. Mehta & Co. Chartered Accountants have been appointed as statutoryauditor of the Company by the member at their 30th Annual General Meeting (AGM) held on14th June 2019 to hold office for the period of 5 years till the conclusion of 35th AGM ofthe Company.

M/s. K. C. Mehta & Co. Statutory Auditors have not made any modified opinionqualifications reservations adverse remarks or disclaimers in their report for thefinancial year ended March 31 2022. Accordingly the board is not required to provide anyexplanation or comments in terms of Section 134(3)(f)(i) of the Companies Act 2013.

There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013 for the financial year ended March 31 2022.

Cost Auditor:

Based on the recommendation made by the Audit Committee the Board of Directors of theCompany has appointed M/s Chetan Gandhi & Associates Cost Accountants (FirmRegistration No. 101341) as the Cost Auditor of the Company for the financial year2022-23. The remuneration payable to the Cost Auditor is required to be ratified by theShareholders at the ensuing AGM and accordingly a resolution seeking ratification hasbeen included in the Notice convening the AGM.

The Cost Audit report for the financial year ended March 31 2021 does not contain anyqualification reservation or adverse remark and has been furnished to the CentralGovernment within the prescribed time limits.

The Company has made and maintained necessary cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014.

Secretarial Auditor:

Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amendedor re-enacted from time to time) and as recommended by the Audit Committee M/s. KuldeepBengani & Associates LLP Practicing Company Secretaries were appointed asSecretarial Auditor by the Board for conducting the Secretarial Audit of the Company forthe financial year 2021-22.

The Secretarial Audit report is appended as Annexure II and forms part of theDirectors Report.

Remark in Secretarial Audit report:

"During the period under review the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. mentioned above except that theCompany has undertaken the Directors and Officers insurance under Regulation 25(10) of theListing Regulations from 06-04-2022."

Management’s response to the remark of Secretarial Auditor:

"The Company was in process of scrutinizing and selecting optimum D and Oinsurance plan for the Independent Directors. However the Company has undertaken theDirectors and Officers insurance which is effective from 06-04-2022."

Internal Auditor:

The Internal Auditor of the Company is appointed by the Board on yearly basis on therecommendation of the Audit Committee. The findings of internal audit are reported by theInternal Auditor to the Audit Committee on a periodic basis.

M/s. Sahu & Co. Chartered Accountants (FRN: 130001W) were appointed as theInternal Auditors of the Company to conduct the internal audit for the financial year2022-23.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures with respect to information required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and the statement required under Rule 5(2) of the saidrule is appended as Annexure III.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors of the Company to the best of their knowledge and belief and according toinformation and explanation obtained by them confirm that: a. In the preparation of theannual accounts for the financial year ended March 31 2022 the applicable accountingstandards had been followed and there are no material departures; b. They have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company for the financial year ended March 31 2022 and of the profit and loss ofthe company for that period; c. They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. They have prepared the annual accounts on agoing concern basis; e. They have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and were operatingeffectively; and f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as stipulated under Regulation 34(2)(f) of ListingRegulations describing the initiatives taken by the Company from an environmental socialand governance perspective is appended as Annexure IV.

CORPORATE GOVERNANCE:

As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 a separate section on Report onCorporate Governance practices followed by the Company is included in the Annual Report.

A Certificate from M/s. Kuldeep Bengani & Associates LLP Practicing CompanySecretaries regarding compliance with the conditions of Corporate Governance is appendedas Annexure V.

ANNUAL RETURN:

As required under Section 134(3)(a) of the Companies Act 2013 the draft of the AnnualReturn referred to in sub-section (3) of section 92 for the financial year ended March31 2022 is placed on the Company’s website and can be accessed athttps://www.cscpl.com/33rd-agm.php.

INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integrated part of the risk management process. TheCompany has adequate internal financial controls in place to address financial andfinancial reporting risks. The internal financial controls with reference to the financialstatements are commensurate with the size and nature of business of the Company.

This internal financial control system of the Company is being checked by the InternalAuditors. The system helps in improving operational and financial efficiency of theCompany safeguarding of assets and prevention and detection of frauds if any. Nomaterial observations have been received from the Internal Auditors of the Companyregarding inefficiency or inadequacy of such controls.

During the financial year 2021-22 the Company has tested its controls and the same areeffectively working. Statutory Auditors’ Report on Internal

Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act

2013 is annexed with the Independent Auditors’

Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has set up anInternal Complaints Committee to consider and resolve all complaints relating to sexualharassment to its women employees at workplace. The Company has taken various initiativesto ensure a safe and healthy workplace for its women employees.

The Company has also adopted a policy for prevention of Sexual Harassment of Women atworkplace pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. No complaints of sexual harassment were received by the Companyduring the financial year 2021-22.

CREDIT RATING:

As at the financial year ended March 31 2022 the Company had a Long-Term Rating ofCRISIL BBB+/Watch Negative (Placed on ‘Rating Watch with NegativeImplications’). The Credit Rating Letter is also available on the website of theCompany at https://www.cscpl.com/other-shareholder-information.php.

The Company has also submitted the disclosure in respect of the above to both theexchanges where the shares of the Company are listed namely BSE Limited and NationalStock Exchange of India Limited as required under Regulation 30 of the Lising Regulations.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into by the Company with the RelatedParties during the financial year 2021-22 were on an arm’s length basis in theordinary course of business and in compliance with the applicable provisions of theCompanies Act 2013 and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the name of the RelatedParty nature and value of the transactions.

During the year under review there were no material contracts or arrangement ortransactions entered into by the Company with related parties hence there were notransactions with Related Parties during the year which are required to be reported inForm AOC-2.

Disclosure of all the transactions entered by the Company with related parties are setout in Note No. 35 of the Financial Statements of the Company in the format prescribed inthe relevant Accounting Standards.

In terms of the requirements of the Companies Act 2013 and the Listing Regulationsthe Company has adopted a Policy on Related Party Transactions which is available on thewebsite of the Company at https://www.cscpl.com/policies.php.

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

During the financial year 2021-22 the Company received a notice dated September 92021 from Gujarat Pollution Control Board (GPCB) directing closure of operations ofmanufacturing plant situated at Manjusar Vadodara under Environmental (Protection) Actwith immediate effect for violation of the Hazardous & Other Waste (Management &Transboundary Movement) Rules 2016. Upon application for revocation made by the CompanyGPCB vide its revocation order dated October 22 2021 granted temporary revocation ofclosure directions for three months’ subject to compliance of conditions as stated inthe revocation order. Subsequently the Company made representation before GPCB forpermanent revocation of the closure order and GPCB granted permanent revocation of closureorder on May 19 2022.

DEPOSITS:

No public deposits have been accepted or renewed by the Company during the financialyear 2021-22 pursuant to the provisions of Section 73 and 76 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theCompanies Act 2013 or the details of deposits which are not in compliance with therequirements of Chapter V of the Companies Act 2013 is not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2021-22 the Company has not given any loan has not providedany guarantee or security for any loan nor has made any investments under the provisionsof Section 186 of the Companies Act 2013.

ISO CERTIFICATE:

The Company is holding ISO 9001: 2015 and ISO 14001:2015 certification with respect tothe manufacture and supply of pharmaceutical intermediates silanes and oilfieldchemicals.

INDUSTRIAL RELATIONS:

Industrial relations at all divisions of the Company have always been cordial andcontinue to be so. The relationship with the workmen and staff remained cordial andharmonious during the year and the management received full cooperation from theemployees. The Company strives to provide a healthy conducive and competitive workenvironment to enable the employees excel and create new benchmarks of qualityproductivity efficiency and customer delight.

INSURANCE:

The Company has obtained public liability insurance in compliance with requirementsunder the Public Liability Insurance Act 1991 as amended as well as industrial all riskinsurance (including material damage and business interruption insurance) with respect toour manufacturing facility covering inter alia buildings plant and machinery furnitureand stock located therein and a marine cargo open policy with respect to our key productsand raw materials. The Company had also obtained standard fire and special perils policieswith respect to our corporate office our sales and marketing office in Mohali a firefloater policy with respect to external leased warehouses and a money insurance policycovering our corporate office and manufacturing facility at Vadodara. Further the Companyhas also undertaken Directors and Officers insurance (‘D and O insurance’).

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The details pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is appended as

Annexure VI.

COMPLIANCE OF SECRETARIAL STANDARDS:

During the financial year 2021-22 the Company is in compliance with the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issuedby the Institute of Company Secretaries of India and approved by the

Central Government in terms of Section 118(10) of the Companies Act 2013.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview: a. Issue of equity shares with differential rights as to dividend voting orotherwise as per Section 43(a)(ii) of the Companies Act 2013; b. The Company does nothave any subsidiaries hence disclosure on remuneration or commission received by theManaging Director or the Whole-time Directors of the Company from any of its subsidiariesis not applicable. c. The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees; d.Disclosure on non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section

67(3) of the Companies Act 2013 is not applicable. e. The Company has not made anyapplication and there are no pending proceedings under the Insolvency and Bankruptcy Code2016. f. The Company is solvent and financially healthy hence there were no instance ofone-time settlement with Banks or Financial Institutions during the financial year2021-22.

ACKNOWLEDGEMENT:

The Directors place on record their sincere appreciation for the steadfast commitmentand highly motivated performance by employees at all levels which was instrumental insustained performance of the Company. The Directors would also like to express theirappreciation for the assistance and co-operation of Central and State Governmentauthorities bankers customers suppliers and business associates. The Directorsacknowledge with gratitude the encouragement and support extended by the Company’svalued stakeholders.

For and on behalf of the Board
Chemcon Speciality Chemicals Limited
Kamalkumar Rajendra Aggarwal
Place: Vadodara Chairman & Managing Director
Date: June 28 2022 DIN: 00139199

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