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Ajanta Soya Ltd
Miscellaneous
BSE Code 519216 border-img ISIN Demat INE601B01023 border-img Book Value 15.53 border-img NSE Symbol N.A border-img Div & Yield % 0 border-img Market Cap ( Cr.) 237.67 border-img P/E 246.08 border-img EPS 0.12 border-img Face Value 2

To,

The Members,

Chemcon Speciality Chemicals Limited

The directors have pleasure in presenting the 34th Annual Report on the business and operations of

Chemcon Speciality Chemicals Limited ("the Company") together with the audited financial statements for the financial year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the year ended March 31, 2023, is summarised below:

(INR in Lacs)

Year ended

Year ended

PARTICULARS

March 31, 2023

March 31, 2022

Revenue from Operations

30,288.47

25,711.11

Other Income

1,331.47

922.37

Total Income

31,619.94

26,633.49

Profit before Financial Cost, Depreciation and tax

8,401.14

9,083.39

Less: Finance Costs

148.86

56.94

Less: Depreciation/ Amortisation/ Impairment

837.14

626.90

Profit before Tax

7,415.14

8,399.55

Less: Tax Expense (Current & Deferred)

1,904.13

2,123.89

Profit after tax for the year

5,511.01

6,275.66

Other Comprehensive Income/(loss)

(28.08)

(35.16)

Total Comprehensive Income for the year

5,482.92

6,240.50

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

STATE OF COMPANY'S AFFAIR:

For the financial year ended March 31, 2023, the Company has achieved an increase in revenue from operations by 17.80% amounting to Rs. 30,288.47 Lacs aided by improvement in volume & realisation. Profit before Tax was Rs. 7,415.14 Lacs in FY 2022-23 as against Rs. 8,399.55 Lacs in FY 2021-22 and Profit After Tax was Rs. 5,511.01 Lacs as against Rs. 6,275.66 Lacs the previous year. Earnings Per Share in FY 2022-23 was Rs. 15.04 as compared to Rs. 17.13 over the previous fiscal year.

The Company has achieved a significant milestone by successfully initiating commercial production at its P9 facility located in Manjusar, Gujarat. This achievement marks a pivotal moment in the company's operational journey, reflecting its commitment to expansion and growth.

The Company has launched new Organic chemical product Bromo Benzene and added a capacity of 2,400 MTPA of Bromo Benzene at the P9 facility.

For a comprehensive understanding of the Company's performance, stakeholders are encouraged to refer to the "Management Discussion and Analysis" section in the Annual Report.

DIVIDEND:

During the financial year 2022-23, the Board of directors had declared an interim dividend of Rs. 4/- per equity share in the Board meeting held on August 8, 2022. The Board does not recommend any final dividend for the financial year 2022-23.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company's website at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/

UNPAID / UNCLAIMED DIVIDEND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

TRANSFER TO RESERVE:

During the Financial Year under review, Company has not transferred any amount to any reserves.

SHARE CAPITAL:

As on March 31, 2023:

The Authorised Share Capital of the Company was INR 50,00,00,000/- (INR Fifty Crores Only) divided in to 5,00,00,000 (Five Crores) Equity Shares of INR 10/- (INR Ten only) each; and

The Issued, subscribed and Paid-up Share Capital of the Company is INR 36,63,07,010/- (INR Thirty-Six Crores Sixty-Three Lacs Seven Thousand and Ten only) divided into 3,66,30,701 (Three Crores Sixty-Six Lacs Thirty Thousand Seven Hundred and One) Equity Shares of INR 10/- (INR Ten Only) each.

During the financial year ended March 31, 2023, the Company has not bought back any of its securities, has not issued any Sweat Equity Shares or Bonus Shares and has not provided any Stock Option Scheme to the employees.

Further, the Company has not raised any funds through preferential allotment or qualified institutions placement during the financial year ended March 31, 2023.

UTILISATION OF IPO PROCEEDS:

The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on October 01, 2020. The IPO proceeds were utilised as per the objects stated in the prospectus of the Company and pursuant to Regulation 32 of the Listing Regulations there was no deviation/variation in utilisation of funds raised in respect of the Initial Public Offering of the Company. The Company had appointed HDFC Bank Limited as Monitoring Agency in terms of regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilisation of IPO proceeds and the Company had obtained monitoring reports from the Monitoring Agency from time to time.

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

The proceeds of the Initial Public Offering were completely utilised during the FY 2022-23 by quarter ended September 30, 2022. The fact that the Company has fully utilized the IPO proceeds is evident from the Monitoring Agency Report submitted by the Company for the said quarter.

As per Regulation 32(2) of the SEBI (LODR) Regulations, 2015, the Company shall submit the statement of deviation(s) or variation(s) till such time the issue proceeds have been fully utilised. Accordingly, the Company had submitted the statement(s) and report as required under Regulation 32 of the Listing Regulations to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited on timely basis till the quarter ended September 30, 2022.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The directors of the Company as on March 31, 2023, are:

Sr. No.

Name of Director / KMP

Category of Directorship / KMP

1.

Mr. Kamalkumar Rajendra Aggarwal

Chairman & Managing Director

2.

Mr. Navdeep Naresh Goyal

Deputy Managing Director

3.

Mr. Rajesh Chimanlal Gandhi

Whole-time Director and Chief Financial Officer

4.

Mr. Himanshu Purohit

Whole-time Director

5.

Mr. Rajveer Aggarwal

Whole-time Director

6.

Ms. Neelu Shah

Independent Director

7.

Mr. Lalit Chaudhary

Independent Director

8.

Mr. Samir Chandrakant Patel

Independent Director

9.

Mr. Bharat Shah

Independent Director

10.

Mr. Pradeep Vishambhar Agrawal

Independent Director

11.

Mr. Shahilkumar Kapatel

Company Secretary and Compliance Officer

As on the financial year ended March 31, 2023, the board of directors of the Company comprised of an optimum combination of executive and non-executive directors where 50% of the board of directors comprises of non-executive independent directors including one woman independent director.

A. Retirement by Rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for reappointment. Accordingly, Mr. Navdeep Naresh Goyal (DIN: 02604876), deputy managing director of the Company, shall retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offers himself for reappointment.

A detailed profile of Mr. Navdeep Naresh Goyal along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice convening the 34th Annual General Meeting of the Company. The Board recommends his re-appointment.

B. Appointment during the financial year 2022-23:

During the financial year 2022-23, Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) was appointed as an Additional Director (Non-Executive, Independent) by the Board at its meeting held on April 28, 2022, and subsequently approved and regularised by the shareholder at the 33rd Annual General Meeting of the company held on July 26, 2022.

C. Re-appointment of Independent Directors:

Mr. Lalit Devidutt Chaudhary, Mr. Bharat Chunilal Shah and Ms. Neelu Atulkumar Shah were appointed as Independent Directors of the Company by the members of the Company at their ExtraOrdinary General Meeting held on April 29, 2019, for a term of five years commencing from April 29, 2019, to April 28, 2024. Thus, the current term of Mr. Lalit Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah as Independent Directors of the Company ends on April 28, 2024.

After considering the knowledge, acumen, expertise, experience, independence and substantial contribution and time commitments of Mr. Lalit Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 31, 2023, proposed the re-appointment of Mr. Lalit Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah as Independent Directors of the Company for a second term of five consecutive years commencing from April 29, 2024, to April 28, 2029 (both days inclusive), for the approval of the members who shall not be liable to retire by rotation.

The aforesaid Independent Directors have given their declarations to the Board of Directors to the effect that they meet the criteria of independence as provided in the Act and Listing Regulations and that they are not disqualified from being appointed as Director in terms of Section 164 of the Act nor debarred from holding the office of director by virtue of any SEBI order or any other authority.

A detailed profile of the Independent Directors seeking re-appointment along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice convening the 34th Annual General Meeting of the Company.

Approval of the Members is sought for re-appointment of aforesaid Director at the forthcoming AGM.

D. Resignation of Independent Director between the period from the closure of the Financial

Year till the date of this report:

After the closure of the financial year ended March 31, 2023, till the date of this report, the following changes took place in Independent Directors of the Company:

Mr. Samir Chandrakant Patel (DIN: 00086774) stepped down from his role as an independent director at the Company, with effect from May 13, 2023, due to personal reasons and other business commitments.

Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of independent director of the company with effect from of June 26, 2023, due to many other engagements and occupations.

The Board placed on record their appreciation for the assistance and guidance provided by them during their tenure as Independent Director of the Company.

E. Declaration by Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors' have submitted separate declaration that each of them meets the criteria of independence as laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations and are not disqualified from continuing as Independent Directors of the Company. Further, during the financial year ended March 31, 2023, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

F. Compliance with the Code of Conduct:

Pursuant to the requirements of Regulation 26(3) of the Listing Regulations, all members of the Board of Directors, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the code of conduct for Board of Directors, Key Managerial Personnel and senior management Personnel for the financial year ended March 31, 2023.

G. Familiarisation programme for Independent Directors:

The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at https://cscpl.com/investors-relations/familiarization-programme/.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended March 31, 2023, 7 (Seven) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 and rules made there under, applicable Secretarial Standards and regulation 17 of the Listing Regulations. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which 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 of the Companies Act, 2013 read with relevant rules framed there under & Listing Regulations: a. Audit Committee b. Stakeholders Relationship Committee c. Nomination and Remuneration Committee d. Corporate Social Responsibility Committee e. Risk Management Committee

The composition of all such Committees, brief terms of reference, number of meetings held, their dates and attendance during the financial year ended March 31, 2023, and other details have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

A. Audit Committee:

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

As of March 31, 2023, the Company's Audit Committee comprised of Mr. Bharat Chunilal Shah as the Chairperson and Ms. Neelu Atulkumar Shah, Mr. Samir Chandrakant Patel and Mr. Kamalkumar Rajendra Aggarwal as members of the Committee. Thereafter, Mr. Samir Chandrakant Patel (DIN: 00086774) resigned from the position of independent director and as member of Audit Committee of the company with effect from May 13, 2023.

B. Stakeholders Relationship Committee:

In compliance with the provisions of section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Board has duly constituted a "Stakeholders Relationship Committee" to consider and resolve the grievances of security holders of the company.

C. Nomination and Remuneration Committee:

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

The Nomination and Remuneration Committee has formulated a policy defining the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees known as Nomination and Remuneration Policy (NRC Policy). The NRC Policy is available on the Company's website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

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 Managerial Personnel and other employees.

D. Corporate Social Responsibility (CSR) Committee:

The Company has constituted as Corporate Social Responsibility Committee in terms of Section 135 of the Companies Act, 2013 and the rules made thereunder.

As of March 31, 2023, The Corporate Social Responsibility (CSR) Committee of the Company comprised of three members, Mr. Navdeep Naresh Goyal as the Chairperson and Mr. Bharat Chunilal Shah and Mr. Pradeep Vishambhar Agrawal as members of the Committee. Thereafter Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of independent director of the Company and as a member of CSR Committee with effect from of June 26, 2023.

Subsequently, owing to the resignation of Mr. Pradeep Agarwal as Independent Director and resulting a vacancy of member in the CSR committee, The Board of Director at its meeting held on August 11, 2023, reconstituted the CSR Committee by appointing Mr. Rajveer Kamal Aggarwal, Wholetime director of the Company, as member of the CSR Committee.

The Company has adopted the Corporate Social Responsibility Policy as recommended by CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on Company's website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

In accordance with the provisions of Section 135(5) of Companies Act, 2013, the Company has spent INR 67.13 lacs towards various CSR programs during the financial year ended March 31, 2023. Further, the unspent CSR amount of Rs. 77.02 Lacs shall be transferred by the Company to a fund specified in Schedule VII, within a period of six months of the expiry of the financial year i.e. on or before September 30, 2023.

A detailed Annual Report on CSR activities for the financial year 2022-23, prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - I to this report.

E. Risk Management Committee:

The Risk Management Committee (RMC) of the Company is constituted in line with the provisions of Regulation 21 of the Listing Regulations of the Listing Regulations.

As of March 31, 2023, The Risk Management Committee of the Company comprised of three members, Mr. Samir Chandrakant Patel as the Chairperson and Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit as members of the Committee. Thereafter Mr. Samir Chandrakant Patel (DIN: 00086774) resigned from the position of independent director of the Company and as a member of RMC with effect from May 13, 2023.

Subsequently, owing to the resignation of Mr. Samir Patel as Independent Director and resulting a vacancy of member and Chairperson in the RMC, The Board of Director at its meeting held on August 11, 2023, reconstituted the RMC by appointing Ms. Neelu Atulkumar Shah, Independent Director, as a member of the committee and designated Mr. Rajesh Chimanlal Gandhi as Chairperson of the committee.

The Board of Directors periodically evaluates the processes for Risk Identification and Risk Mitigation. The management of the Company has duly adopted the Risk Management Policy to articulate the Company's approach and expectations in relation to the management of risk across the organisation. The Risk Management Policy is available on Company's website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

There are no specific risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which are inherent in business and type of industry in which the

Company operates are elaborately described in the Management Discussion and Analysis forming part of the Annual Report.

VIGIL MECHANISM:

As per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of the Listing Regulations, the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the employees to report their grievances / concerns about instances 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 who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower policy is available on the Company's website at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/.

PERFORMANCE EVALUATION:

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

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

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

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

AUDITORS:

Statutory Auditor:

M/s. K C Mehta & Co LLP (Chartered Accountants) have been appointed as statutory auditor of the Company by the member at their 30th Annual General Meeting (AGM) held on June 14, 2019, to hold office for the period of 5 years till the conclusion of 35th AGM of the Company.

M/s. K C Mehta & Co LLP, Statutory Auditors, have not made any modified opinion, qualifications, reservations, adverse remarks or disclaimers in their report for the financial year ended March 31, 2023. Accordingly, the board is not required to provide any explanation 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 under Section 143(12) of Companies Act, 2013 for the financial year ended March 31, 2023.

Cost Auditor:

Based on the recommendation made by the Audit Committee, the Board of Directors of the Company has appointed, M/s Chetan Gandhi & Associates, Cost Accountants (Firm Registration No. 101341) as the Cost Auditor of the Company for the financial year 2023-24. The remuneration payable to the Cost Auditor is required to be ratified by the Shareholders at the ensuing AGM and accordingly, a resolution seeking ratification has been included in the Notice convening the 34th AGM.

The Cost Audit report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark and has been furnished to the Central Government within the prescribed time limits.

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

Secretarial Auditor:

Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), and as recommended by the Audit Committee, M/s. Rathod & Co, Practicing Company Secretaries, were appointed as Secretarial Auditor by the Board for conducting the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit report for the financial year 2022-23 as provided by M/s. Rathod & Co, Practicing Company Secretaries, is appended as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In accordance with the SEBI Circular dated 8 February 2019 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. Rathod & Co, Practising Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the financial year 2022-23. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year.

M/s. Rathod & Co, Practising Company Secretaries, has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs ("MCA") or any such statutory authority. The said Certificate is annexed to the Report on Corporate Governance which forms part of the Annual Report.

Internal Auditor:

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

M/s. M Sahu & Co., Chartered Accountants, (FRN: 130001W), are appointed as the Internal Auditors of the Company to conduct the internal audit for the financial year 2023-24.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that: a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed and there is no material departures; b. 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 for the financial year ended March 31, 2023, and of the profit and loss of the company for that period; c. 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; d. They have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as Annexure IV.

CORPORATE GOVERNANCE:

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

A Certificate from M/s. Rathod & Co, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is appended as Annexure V.

ANNUAL RETURN:

As required under Section 134(3)(a) of the Companies Act, 2013, the draft of the Annual Return, referred to in sub-section (3) of section 92, for the financial year ended March 31, 2023, is placed on the Company's website and can be accessed at https://cscpl.com/investors-relations/shareholder-information/general-meeting/34th-agm/.

INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integrated part of the risk management process. The Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference to the financial statements 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 Internal Auditors. The system helps in improving operational and financial efficiency of the Company, safeguarding of assets and prevention and detection of frauds, if any. No material observations have been received from the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls.

During the financial year 2022-23, the Company has tested its controls and the same are effectively working. Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, is provided by the Statutory Auditor of the Company and forms part of the Independent Auditors' Report.

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

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

The Company has also adopted a policy for prevention of Sexual Harassment of Women at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints of sexual harassment were received by the Company during the financial year 2022-23.

CREDIT RATING:

As at the financial year ended March 31, 2023, the Company had a Long-Term Rating of CRISIL BBB+/Stable. The Credit Rating Letter is also available on the website of the Company at, https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/credit-ratings/.

The Company has also submitted the disclosure in respect of the above to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock 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 Related Parties, during the financial year 2022-23, were on an arm's length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

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

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

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

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has adopted a Policy on Related Party Transactions which is available on the website of the Company at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/.

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

During the financial year 2021-22, the Company's manufacturing operations were closed from an interim period of around 1.5 months, pursuant to the issuance of notice by Gujarat Pollution Control Board (GPCB) directing closure of operations of manufacturing plants situated at Manjusar, Vadodara under Environmental (Protection) Act, 1986, for the violations of the Hazardous & Other Waste (Management & Transboundary Movement) Rules, 2016. Subsequently, upon application for revocation made by the Company, GPCB vide its revocation order dated October 22, 2021, granted temporary revocation of closure directions issued to the Company for three months.

Further, upon various representations made by the Company, GPCB has given permanent revocation of closure order on May 19, 2022.

DEPOSITS:

No public deposits have been accepted or renewed by the Company during the financial year 2022-23 pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 or the details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2022-23, the Company has not given any loan, has not provided any guarantee or security for any loan nor has made any investments under the provisions of Section 186 of the Companies Act, 2013.

ISO CERTIFICATE:

The Company is holding ISO 9001: 2015 and ISO 14001:2015 certification.

INDUSTRIAL RELATIONS:

Industrial relations at all divisions of the Company have always been cordial and continue to be so. The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees. The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight.

INSURANCE:

The Company has obtained public liability insurance in compliance with the requirements under the Public Liability Insurance Act, 1991, as amended, as well as industrial all risk insurance (including material damage and business interruption insurance) with respect to our manufacturing facility, covering inter alia buildings, plant and machinery, furniture and stock located therein and a marine cargo open policy with respect to our key products and raw materials. The Company has also obtained standard fire and special perils policies with respect to our corporate office, marketing office at Hyderabad, leased warehouses and solar plant. The Company has obtained a money insurance policy covering our corporate office and manufacturing facility at Vadodara. Further, the Company has also undertaken

Directors and Officers insurance (‘D and O insurance') as per Regulation 25(10) of the Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

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

COMPLIANCE OF SECRETARIAL STANDARDS:

During the financial year 2022-23, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred after the closure of financial year ended March 31, 2023, and the date of this report.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section

43(a)(ii) of the Companies Act, 2013; b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable. c. The Company does not have any scheme of provision of money for the purchase 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 by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 is not applicable. e. The Company has not made any application and there are no pending proceedings under the

Insolvency and Bankruptcy Code, 2016. f. The Company is solvent and financially healthy hence there were no instance of one-time settlement with Banks or Financial Institutions during the financial year 2022-23.

ACKNOWLEDGEMENT:

The Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels, which was instrumental in sustained performance of the Company. The Directors would also like to express their appreciation for the assistance and cooperation of Central and State Government authorities, bankers, customers, suppliers and business associates. The Directors acknowledge with gratitude, the encouragement and support extended by the

Company's valued stakeholders.

For and on behalf of the Board

Chemcon Speciality Chemicals Limited

Kamalkumar Rajendra Aggarwal

Place: Vadodara

Chairman & Managing Director

Date: August 31, 2023

DIN: 00139199

   

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