You are here » Home » Companies » Company Overview » Clean Science & Technology Ltd

Clean Science & Technology Ltd.

BSE: 543318 Sector: Industrials
NSE: CLEAN ISIN Code: INE227W01023
BSE 12:12 | 06 Dec 1579.90 21.90
(1.41%)
OPEN

1574.95

HIGH

1593.15

LOW

1551.00

NSE 11:59 | 06 Dec 1578.00 19.50
(1.25%)
OPEN

1566.30

HIGH

1593.00

LOW

1550.10

OPEN 1574.95
PREVIOUS CLOSE 1558.00
VOLUME 4794
52-Week high 2698.25
52-Week low 1441.00
P/E 64.75
Mkt Cap.(Rs cr) 16,779
Buy Price 1581.60
Buy Qty 7.00
Sell Price 1583.95
Sell Qty 20.00
OPEN 1574.95
CLOSE 1558.00
VOLUME 4794
52-Week high 2698.25
52-Week low 1441.00
P/E 64.75
Mkt Cap.(Rs cr) 16,779
Buy Price 1581.60
Buy Qty 7.00
Sell Price 1583.95
Sell Qty 20.00

Clean Science & Technology Ltd. (CLEAN) - Director Report

Company director report

<dhhead>Board's report</dhhead>

To The Members

The Directors are pleased to present their Report on the business andoperations of your Company along with the Audited Financial Statements for the year ended31st March 2022.

1. FINANCIAL HIGHLIGHTS:

(Rs. in million)

Particulars

Standalone

Consolidated

FY 21-22

FY 20-21

FY 21-22

FY 20-21

Revenue from Operations

6848.86

5124.28

6848.86

5124.28

Other Income

299.39

256.22

299.73

256.43

Total Revenue

7148.24

5380.50

7148.59

5380.71

Profit Before interest tax depreciation and amortisation

3299.64

2845.88

3298.61

2845.97

Finance Cost

1.47

0.91

1.47

0.91

Depreciation

249.18

172.06

249.18

172.05

Profit before tax (PBT)

3048.99

2672.91

3047.96

2673.01

Tax

762.93

689.16

763.01

689.21

Net Profit

2286.06

1983.75

2284.95

1983.80

 

2. (A) FINANCIALS:

During the financial year 2021-22 on standalone basis revenue fromoperations were ' 6848.86 million as compared to ' 5124.28 million in the previousfinancial year witnessing an increase of 33.66%. Profit Before Tax was ' 3048.99 millionas compared to ' 2672.91 million in the previous financial year reflecting an increase of14.07%. Profit after tax was ' 2286.06 million as against ' 1983.75 million an increaseof 15.24% from previous financial year.

During the financial year 2021-22 on consolidated basis revenue fromoperations were ' 6848.86 million. Profit Before Tax was ' 3047.96 million Profit aftertax was ' 2284.95 million.

(B) BUSINESS OUTLOOK

Outlook of the Business has been discussed in the Management Discussionand Analysis which forms part of this Annual Report.

3. DIVIDEND:

Considering the financial performance the Board of Directors at itsmeeting held on 28th May 2022 recommended final divided of ' 3.25 (325%) pershare of '1/- each for the financial year 2021-22. The dividend would result in cashoutflow of ' 345.21 million well in line with the Company’s Dividend DistributionPolicy.

The dividend on Equity Shares is subject to the approval ofshareholders at the 19th Annual General Meeting (AGM) scheduled to be held on 8thAugust 2022. The Register of Members and Share Transfer books of the Company will remainclosed from 2nd August 2022 to 8th August 2022 (both daysinclusive) for the purpose of AGM and payment of dividend for the financial year ended 31stMarch 2022.

The Dividend Distribution Policy in accordance with Regulation 43A ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this report as Annexure I and alsoavailable on the Company’s website on web linkhttps://www.cleanscience.co.in/company-policies

4. CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on 31stMarch 2022 was ' 150000000 (Rupees Fifteen Crores Only) divided into 150000000 EquityShares of ' 1 (Rupee One) each. The Issued Subscribed and Paid-up Capital at the end ofthe financial year 31st March 2022 was ' 106218960 (Rupees Ten CroresSixty-Two Lacs Eighteen Thousand Nine Hundred Sixty Only) divided into 106218960 EquityShares of ' 1 (Rupees One) each. There were no rights issue bonus issue or preferentialissue etc. during the year under review. Also the Company has not issued shares withdifferential voting rights or sweat equity shares.

5. LISTING OF EQUITY SHARES

The Company made an Initial Public Offer (IPO) during the year throughthe Offer For Sale (OFS) route and listed its equity shares on BSE Limited("BSE") and National Stock Exchange of India Limited ("NSE") on 19thJuly 2021. The annual listing fee for the Financial Year 2022-23 has been paid to boththe stock exchanges. The stock code of the Company at BSE is 543318 and NSE symbol isCLEAN.

6. SUBSIDIARY ASSOCIATES OR JOINT VENTURES

The Company has 4 (Four) wholly owned subsidiaries at the end of thefinancial year namely; Clean Science Private Limited Clean Organics Private LimitedClean Aromatics Private Limited and Clean Fino-Chem Limited.

During the year your Company incorporated a new Wholly OwnedSubsidiary to manufacture speciality chemicals including the HALS series under the name"Clean Fino-Chem Limited" (CFCL) with an initial Capital of '1 million.Subsequently the Company made additional equity investments of '550 million in CFCL.

Pursuant to Section 129(3) of the Companies Act 2013 a separatestatement containing salient features of the financial statements of subsidiaries isattached to this report in Form AOC-1 to the Financial Statements of the Company asAnnexure

II. During the year the Company did not have any material subsidiary.Policy on material subsidiary is available on weblinkhttps://www.cleanscience.co.in/company-policies

7. RESERVES

The Directors do not propose to transfer any amount to the GeneralReserves.

8. DEPOSITS

During the year under review your Company has not accepted any depositsfrom the public pursuant to Section 73 and Section 76 of the Companies Act 2013 read withThe Companies (Acceptance of Deposits) Rules 2014.

9. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act 2013Directors of the Company to the best of their knowledge and belief with respect to2021-22 state that:

i. i n the preparation of the annual accounts the applicableaccounting standards have been followed with proper explanation relating to materialdepartures;

ii. t he Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end offinancial year and of the profit and loss of the Company for that period;

iii. the Directors 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;

iv. the Directors have prepared the annual accounts on a going concernbasis;

v. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively;

vi. the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate andoperating effectively.

10. CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section titled 'Report on Corporate Governance’ andShareholders’ Information has been included in this Annual Report.

A certificate from Secretarial Auditor of the Company regardingcompliance of conditions of Corporate Governance is annexed to the Report on CorporateGovernance.

11. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report containing details relatingto Industry Trends Company Performance Business and Operations has been included in thisAnnual Report.

12. BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Business Responsibility Report for thefinancial year 2021-22 has been included in this Annual Report.

13. INSURANCE

The properties insurable assets of the Company such as buildingsplants 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 thenature of Company’s business.

15. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY.

There were no material changes and commitments occurred from the endof the Financial Year till the date of this report which may materially affect thefinancial position of the Company.

16. IMPACT OF COVID -19

There was no significant impact of COVID-19 pandemic during the year.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andother details stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 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 tomaintain all standards of safety health and environment protection.

Safety

We aim to comply with applicable health and safety regulations andother requirements in our operations and have adopted an occupational health and safetypolicy that is aimed at inter alia complying with applicable environmental laws andregulations. We encourage a high level of Safety awareness amongst our associates andstrive for continual improvement. Employees are trained in safe practices to be followedat the workplace. The Company conducts routine mock drills for emergency scenarios withthe active involvement of its staff and the gaps if any are immediately addressed forclosure. All the incidents/near miss are investigated thoroughly and corrective actionsare implemented across the locations. Walkthrough rounds by managers are conducted andeach area of the factory is visited regularly.

During the year company conducted 5252 hours of training in followingdepartments :-

a) Safety & Environment:

576

b) Production:

2544

c) Engineers and Project Engineers:

456

d) QC R&D:

1392

e) Admin Purchase Store IT:

284

 

Health

Health of employees is of utmost importance and periodic medicalcheck-up of employees is done to monitor their health. We believe that accidents andoccupational health hazards can be significantly reduced through a systematic analysis andcontrol of risks and by providing appropriate training to the employees. Regular work areamonitoring to check concentration of chemicals noise level and quality of air atmanufacturing locations is carried out as per statutory requirement. The Company also haveequipped Occupation Health Centre with a Doctor appropriate staff and equipped withambulance at the manufacturing sites. We have a team of employees trained in first aidfacility who use their acquired skills while on duty. COVID-19 related precautions andsafety protocols of temperature sensing wearing of safety gears like masks goggles faceshields social distancing sanitising and washing hands are being adhered to verystringently. The offices and manufacturing facilities are regularly sanitised so that ouremployees are safe and secure.

Environment

Environment protection and adherence to statutory pollution controlnorms is of high priority for our company. We believe that our facilities possess adequateeffluent treatment processes and minimise any contamination of the surrounding environmentor pollution. As part of our efforts to minimise effluent discharge and encouragesustainable and environmentally conscious manufacturing processes we have invested inrenewable energy projects including installing solar panels for generating electricity.

i) We regularly monitor air emissions from our activities as perstatute. Projects are undertaken for reduction of emissions. Advanced air emissionmitigation measures like Electrostatic Precipitator and scrubbers are provided to reducestack emissions from Boilers.

ii) We have full-fledged integrated Effluent Treatment Plant withinbuilt redundancy at various stages of treatment. Segregation of Effluent streams onbasis of pollution strength and provision of appropriate treatment pathway has been thearea of top priority. We maintain outlet standards within the prescribed limits. Werecycle majority of our effluent at Kurkumbh by installing Reverse Osmosis (RO)/MultiEffect Evaporator (MEE). An Environment friendly STP has been installed and treated sewageis used for gardening. Your Company undertakes many GO GREEN activities at the plant.

iii) Solid wastes are sent to the Authorised Hazardous waste disposalfacility for waste management.

iv) Green belt - Tree plantation inside and outside the factorypremises is given utmost importance and is done on a regular basis. In and aroundKurkumbh Tal. Daund and other nearby villages the Company has developed 94731 sq.m greenbelt and planted approx 14000 various species of plants.

v) The company has been certified as "GreenCo Silver Rating"by Confederation of Indian Industry.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties during the financialyear were in ordinary course of business and at arm’s length basis which wereapproved by the Audit Committee. The Board has approved a policy for related partytransactions which is available on the Company’s website atwww.cleanscience.co.in/company-policies The particulars of contracts or arrangements madewith related parties pursuant to Section 188 is covered in Notes to the FinancialStatements and material contracts / arrangements made with related parties is given inForm AOC-2 which is attached as Annexure IV to this report. None of the transactions withany of the related parties were in conflict with the interest of the Company.

The particulars of loans/advances/investments etc. required to bedisclosed pursuant to Para A of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are furnished as a part of the Financial Statements. Thetransaction(s) of the Company with any person or entity belonging to the promoter /promoter group which hold(s) more than 10% shareholding in the Company as requiredpursuant to Para A of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is disclosed separately in the Financial Statements of theCompany.

20. BOARD AND ITS COMMITTEES

During the Financial Year 2021 22 8 (Eight) Board Meetings were held.For details of composition and meetings of the Board and its committees please refer theCorporate Governance Report forming part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Company had spent '41.15 million in carrying out CSR activities inthe following areas:-

a) Promoting Health Care and facilities for women orphanchildren’s day care centres

b) Promoting Education

c) Environment sustainability and protection of flora and fauna

Further in terms of Section 135 read with Schedule VII of theCompanies Act 2013 and Rules made thereunder the details of CSR activities undertaken bythe Company are attached to this report as Annexure V. The CSR Policy of the Company is interms of Companies (Corporate Social Responsibility) Rules 2014 and is available on theCompany’s website at www.cleanscience.co.in/company-policies

22. NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy toformulate the criteria for determining qualifications competencies positive attributesand independence for appointment of a director (executive/ non executive/ independent)key managerial personnel and other employees Nomination and Remuneration Policy is placedon the website of the Company https://www.cleanscience.co.in/company-policies

23. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

The Company has in place a risk management framework and policy thatprovides an all-inclusive approach to safeguard the organisation from various risks bothoperational and strategic through adequate and timely actions. It is designed toanticipate evaluate and mitigate the risks that could materially impact the businessobjectives. The potential risks are identified and mitigation measures are implemented toaddress the same.

In terms of the of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Risk Management Committee has been constituted withresponsibility to formulate risk management policy identify monitor mitigate andoversee implementation of the risk management policy including evaluating the adequacy ofrisk management and internal control systems ensure appropriate methodology processesand systems that are in place review the risks considering the changing industrydynamics evolving complexity and keep the board informed about the nature and content ofits discussions recommendations and actions to be taken on a regular basis. The RiskManagement Policy of the Company is available on the Company’s website athttps://www.cleanscience.co.in/company-policies.

The Company has in place adequate internal financial controls overfinancial reporting. It has laid down certain guidelines policies processes andstructures which are commensurate with the nature size complexity of operations andbusiness processes followed by the Company. Internal financial controls and their adequacyare included in the Management Discussion and Analysis forming part of this report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant material orders were passed by the Regulators/ Courtwhich would impact the going concern status of the Company and its future operations. Withreference to a compounding application filed by the Company on 21st June 2021with Hon’ble Regional Director Western Region Mumbai in relation to allotment ofsweat equity shares contrary to the provisions of Section 79A of the Companies Act 1956read with Unlisted Companies (Issue of Sweat Equity Shares) Rules 2003 The RegionalDirector levied a compounding fees of ' 2 Lacs on the Company and ' 50000 on Mr. Ashok R.Boob Managing Director of the Company which was duly paid. The impact of thiscompounding fees on the financial statement is negligible.

25. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Companies Act 2013and rules made thereunder M/s B S R & Co LLP Chartered Accountants (Firm Regn. No.:101248W/W-100022) were appointed as Statutory Auditors of the Company for a period of 5(five) years from the conclusion of 16th Annual General Meeting till theconclusion of the 21st Annual General Meeting of the Company to be held in2024.

The Companies (Amendment) Act 2017 has amended Section 139(1) of theCompanies Act 2013 effective from 7th May 2018 whereby first proviso toSection 139(1) has been omitted which provided for ratification of appointment of Auditorsby members at every Annual General Meeting. Accordingly no resolution is being proposedfor ratification of appointment of Statutory Auditors at the ensuing Annual GeneralMeeting. Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder theStatutory Auditors have confirmed that they are eligible to continue as Auditors. Thenotes to the Audited Financial Statements referred to in the Auditor’s Report areself-explanatory and hence do not call for any further comments.

The Auditor’s Report does not contain any qualificationsreservations adverse remarks or disclaimer and is enclosed with the financial statementsin this Annual Report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended the Boardof Directors had appointed M/s J. B. Bhave & Co. Practising Company Secretary toundertake the Secretarial Audit of the Company for the financial year ending 31stMarch 2022.

The Secretarial Audit Report for financial year 31st March2022 is attached herewith and forms part of this report as Annexure VI. The report doesnot contain any qualification reservation or adverse remark.

c) Cost Auditors

In terms of Section 148 of the Companies Act 2013 read with theCompanies (Cost Record and Audit) Rules 2014 the Company is required to maintain costaccounting records and have them audited every year.

The Board has on the recommendation of the Audit Committee appointedM/s Dhananjay V Joshi & Associates Cost Accountants (Firm Registration No. 000030)as the Cost Auditors of the Company for conducting the cost audit of the

Company for the Financial Year 2021-22 and they have been re-appointedas Cost Auditors of the Company for the Financial Year 2022-23.

The remuneration payable to the Cost Auditors is required to be placedbefore the Members in a general meeting for their ratification. Accordingly resolutionseeking Members ratification for the remuneration payable to M/s Dhananjay V. Joshi &Associates as Cost Auditors for Financial Year 2022-23 is included in the Notice conveningAnnual General Meeting.

M/s Dhananjay V. Joshi & Associates have confirmed that theirappointment is within the limits of Section 141(3) (g) of the Companies Act 2013 andRules made thereunder and have also certified that they are free from anydisqualifications specified under Section 141(3) and other applicable provisions of theCompanies Act 2013.

Further the Board hereby confirms that the maintenance of cost recordsspecified by the Central Government as per Section 148(1) of the Companies Act 2013 andrules made thereunder has been made and maintained.

d) Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act2013 the Board of Directors appointed M/s Aneja & Associates Chartered Accountantsas Internal Auditors to conduct Internal Audit of the Company.

26. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of Act and Rules framed thereunder.

27. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

During the year under review Company made investments the details ofwhich are given under Note No. 6 and 10 of the Notes to Standalone Financial Statements ofthe Company for the year ended 31st March 2022.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152(6) of the Companies Act 2013 and the Articlesof Association of the Company Mr. Sanjay Kothari (DIN- 00258316) Non-Executive andNon-Independent Director of the Company is liable to retire by rotation in the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

Further members of the Company vide Postal Ballot resolution dated 17thMarch 2022 approved continuation of employment of Mr. Ashok Ramnarayan Boob for hisremaining period i.e. upto 27th July 2022 as Managing Director who hasattained the Age of 70 years and his further re-appointment as Managing Director by way ofspecial resolution for a period of 5 years w.e.f. 28th July 2022 to 27thJuly 2027.

In terms of the Regulation 17(6) of SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 the shareholders vide Postal Ballot resolutiondated 17th March 2022 approved payment of aggregate annual remuneration inexcess of 5% of net profit of the Company in a year collectively to all ExecutiveDirectors who are promoters of the Company for their respective term of appoinment.

Key Managerial Personnel

During the year there were no changes in the key Managerial Personnelof the Company.

29. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS:

A formal evaluation of the performance of the Board its Committees andthe Individual Directors was carried out for Financial Year 2021-22. The evaluation wascarried out using individual questionnaires covering amongst others contribution toareas impacting company’s performance preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in the Board and Committee meetings.In addition to the above the Executive Directors were evaluated based on annual targetsfinancial and operational controls risk management business strategies successionplanning core governance and compliance management. The performance of individualDirectors performance of the Board / Committee was also discussed at the Board meetingheld on 28th May 2022. The preformance evalution of Independent Directors wasdone by the entire Board excluding the Independent Directors being evaluted. The Boardexpresed satisfaction in respect thereof.

30. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

During the year the Independent Directors of the Company werefamiliarised and the details of familiarisation programme imparted to them had been hostedon website of the Company and web link thereto is https://www.cleanscience.co.in/corporate-governance

31. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act the IndependentDirectors have submitted declarations that they meet the criteria of independence asprovided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.There was no change in the circumstances affecting their status of Independent Directorsof the Company.

The Board of Directors are of the view that Independent Directorsfulfil the criteria of independence and they are independent from the management of theCompany. All Independent Directors have confirmed that they have registered themselveswith Independent Directors database of The Indian Institute of Corporate Affairs (IICA)and have cleared online proficiency test as applicable.

32. AWARDS AND RECOGNITION

The Company was selected as the Winner of Business Excellence Awards inthe category of "Chemicals and Pharmaceuticals - Mid- Corporate awarded by Dun &Bradstreet (NYSE: DNB) on the 'Business Enterprises of Tomorrow 2021’ event torecognise the achievements of India’s SMEs and Mid-Corporates.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism as a part of Whistle BlowerPolicy required under Section 177(9) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides amechanism for its Directors and Employees to report concerns about unethical behaviouractual or suspected fraud actual violation of Company’s Code of Conduct. It alsoprovides for adequate safeguards against victimisation of persons who avails thismechanism and allows direct access to the Chairman of Audit Committee in exceptionalcases. The said policy has been hosted on website of the Company and web link thereto ishttps://www.cleanscience.co.in/company-policies

34. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on 31st March 2022 is available on the Company’s websiteat https://www.cleanscience.co.in

35. EMPLOYEES

a) 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 CleanScience and Technology Limited Employee Stock Option Scheme 2021 (CSTL ESOS 2021) isattached as Annexure VII which forms part of this report.

A certificate from the Secretarial Auditors of the Company that theScheme has been implemented in accordance with SEBI Regulations shall be placed at theensuing Annual General Meeting for inspection of the members. A copy of the same will alsobe available for inspection at the Company’s Registered Office.

The Company had made an application in April 2022 to BSE and NSE forgranting in-principle approval for CSTL ESOS 2021. The CSTL ESOS 2021 comprises of 100000options to be granted to Eligible Employees of the Company. Since allotment of shares toemployees would result in dilution in Promoter Shareholding to a marginal extent theCompany made an application to SEBI to grant approval to allot shares under CSTL ESOS 2021and to consider it as one of the option to meet Minimum Public Shareholding obligationunder SEBI Circular SEBI/HO/CFD/CMD/CIR/P/43/2018 dated 22nd February 2018.Approval from SEBI is awaited as on the date of this report.

b) Disclosure under Section 197 of the Companies Act 2013

The information required under section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached to this report as Annexure VIII and IX of theBoard’s Report.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has in place a policy on Prevention of Sexual Harassmentat workplace. This policy is in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. All employeeswhether permanent contractual temporary and trainees are covered under this Policy.

The Company has duly constituted internal complaint committee asrequired under the provisions Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review no complaints werereceived by the committee. The Company is committed to provide safe and conducive workenvironment to all its employees and associates.

37. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that its employees are the key to drivingsustainable performance and developing competitive advantage. The HR policies andprocedures of your Company are geared towards nurturing and development of Human Capital.The Company had 438 permanent employees as on 31st March 2022. Your Companyhas transparent processes for rewarding performance and retaining talent. Skill GapAnalysis and other systems are also in place to identify the trainings required. Employeerelations at all locations continued to remain cordial. Your Directors wish to acknowledgethe sincere and dedicated efforts of the employees of the Company and would like to thankthem for the same.

38. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank various GovernmentAuthorities Central and State Governments and Shareholders for their support continuousco operation and guidance. Your Board appreciates the relentless effort of the ManagementTeam and employees who steers the Company in achieving its goals and gratefullyacknowledge their contribution to the Company. Your Directors also take this opportunityto express their gratitude for the valuable assistance and the trust placed by theBankers Lenders Vendors Customers Shareholders Advisors Rating Agencies StockExchanges and the general public towards the Company.

For and on behalf of the Board of Directors
For Clean Science and Technology Limited
(Erswhile Known as Clean Science and Technology Private Limited)
Ashok R. Boob Krishnakumar R. Boob
Managing Director Whole-time Director
DIN: 00410740 DIN: 00410672
Place : Pune
Dated : 28th May 2022

 

.