Citurgia Biochemicals Ltd.
|BSE: 506373||Sector: Industrials|
|NSE: CITURGIBIO||ISIN Code: INE795B01023|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 506373||Sector: Industrials|
|NSE: CITURGIBIO||ISIN Code: INE795B01023|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
We are pleased to present the 40th Annual Report on the affairs of theCompany together with the Audited Statement of Accounts for the year ended March 31 2015.
1. PERFORMANCE OF THE COMPANY
The Company's performance is summarized below:
(Rs. in Lacs except EPS and per share data)
2. Working Results
The Company's operations at calcium carbonate division remained suspended throughoutthe year for the want of working capital and clearance from the Uttarakhand EnvironmentProtection and Pollution Control Board. The Company has not earned any revenue during theyear under report. The appeal filed by the Company before Hon'ble Supreme Court againstthe order of Hon'ble High Court of Uttarakhand granting stay on construction workundertaken by the Company at Rishikesh site is still pending.
The Company has incurred a loss after tax of Rs. 84.07 Lacs during the financial year2014-15 against a loss after tax of Rs. 105.03 Lacs in the previous year.
In view of the accumulated losses the Directors do not recommended payment of anydividend.
3. Rehabilitation Scheme:
The Rehabilitation Scheme passed by Hon'ble BIFR are stayed by the Hon'ble UttrakhandHigh Court and matter still pending before Supreme Court of India.
4. Future Plans:
The Board of Directors are constrained to draw any future plans till contentious issuesincluding Environmental Clearance from Uttarakhand Environment Protection and PollutionControl Board are resolved. The Board of Directors are also awaiting the verdict ofHon'ble Supreme Court in the appeal filed by the Company against the order of the Hon'bleHigh court of Uttarakhand which is yet to be taken up for hearing.
5. Suspension in trading of the shares of the Company:
Trading in the Shares of the Company is suspended due to penal reason w.e.f. 16thJanuary 2013 and Company applied for the revocation of the Suspension and also the companyhas obtained the In principal approval from BSE Limited.
6. Fixed Deposits:
The Company has not accepted any fixed deposits during the year under review.
7. PUBLIC DEPOSITS
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and Analysis Report as required under the Listing Agreement withStock Exchanges is enclosed separately with this Annual Report.
9. DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134 (3) (c) of the Companies Act 2013 your Board of Directorshereby state:
(i) that in the preparation of the Annual Accounts for the year ended 31st March 2015the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(ii) that such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied them consistently and judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2015 and of the Profit & Loss of the Company for theyear ended on that date;
(iii) that the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the annual accounts have been prepared on a going concern basis;
(v) that Directors has laid down internal financial controls to be followed by theCompany and such Internal Financial Controls are adequate and operating effectively;
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
10. CORPORATE GOVERNANCE
The Board of Directors support and adheres the principles of Corporate Governance andin addition to basic Corporate Governance issues the Board lays strong emphasis ontransparency accountability and integrity.
Pursuant to Clause 49 of Listing Agreement with Stock Exchange Corporate GovernanceReport and Auditor's Certificate regarding compliance of the condition of CorporateGovernance are made part of the Annual Report.
11. CONSERVATION OF ENERGY
In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 required information relating
to the Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo is given as hereunder
Conservation of Energy
Conservation of Energy Technology Absorption Foreign Exchange earnings and Outgounder Section 134(3)(m) of the Companies Act 2013.
The information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 isgiven as Annexure to this Report.
12. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Company Secretary in advance.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declarations under sub-section (7) of Section 149 of CompaniesAct 2013 from all the 5 (five) Independent Directors of the Company confirming that theymeet with the criteria of independence as prescribed both under sub-section (6) of Section149 of Companies Act 2013 and under Clause 49 of the Listing Agreement with the Stockexchanges.
The remaining two Directors namely Mr. Akshod Kumar Sharma and Mr. Ashok Marwah areWhole Time Director and Non Executive Director respectively. Shri Ashok Marwah is liableto retire by rotation and being eligible has offered himself to be reappointed as Directorof the Company.
As per the information available with the Company none of the Directors of the Companyare disqualified for being appointed as a Directors as specified in Section 164(2) of theCompanies Act 2013.
14. FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2014-15 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiariz e then with the Company's policies proceduresand practices.
Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors
15. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a) BOARD MEETINGS
During the year 7(seven) Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
b) BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an Annual Performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsvarious Committees.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Directors being evaluated. Theperformance evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors at their separate meeting held on 29th May 2014.
c) AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee are given inthe Corporate Governance Report.
The Company Secretary of the Company acts as Secretary of the Committee. During theyear there are no instances where the Board had not accepted the recommendations of theAudit Committee.
d) NOMINATION & REMUNERATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and therevised Clause 49 of the Listing Agreement.
The details of the Composition of the Nomination and Remuneration Committee are givenin the Corporate Governance Report.
e) RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy.
The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business risk inter-alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure and potential impact analysis and prepares risk mitigation plans if necessary.
Further in accordance with Clause 49 of the Listing Agreement a Risk ManagementCommittee has also been formed which also oversees the Risk Management of the Company.
The details of the Composition of the Risk Management Committee are given in theCorporate Governance Report and a detailed note on risk management is given underManagement Discussion and Analysis Report
16. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
Statutory Auditor and their Report:
At the 39th Annual General Meeting held on September 29 2014 M/s. Ranjan Gupta &Co. Chartered Accountant were appointed as Statutory Auditors of the Company to holdoffice till the conclusion of next Annual General Meeting. In terms of the first provisoto section 139 of the Companies Act 2013 the appointment of the Auditors is to be placedfor ratification at the Annual General Meeting. Accordingly the appointment of M/s. RanjanGupta & Co. Chartered Accountants as Statutory Auditors of the Company is placed forratification by the Shareholders. In this regard the Company has received a Certificatefrom the Auditors to the effect that if they are appointed it would be in accordance withthe provision of section 141 of the Companies Act 2013.
The Report given by the Statutory Auditors for the Financial Statements for the yearended March 31 2015 read with explanatory notes thereon do not call for any explanationor comments from the Board under Section 134(3) of the Companies Act 2013.
17. Secretarial Auditor & his Report:
Mrs. Averil F. Pinto Practicing Company Secretary was appointed to conduct SecretarialAudit of the Company for the Financial Year 2014-15 as required under section 204 of theCompanies Act 2013 and the rules there under. The Secretarial Audit report for thefinancial year 2014-15 forms part of the annual report to the Boards Report. The saidreport does not contain any observation or qualification requiring explanation or commentsfrom the Board under Section 134 (3) of the Companies Act 2013.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provision of Section 177 (9) of the Companies Act 2013 the Company isrequired to establish an effective Vigil Mechanism for Directors and Employees to reportgenuine concerns. In line with this the Company has framed a Vigil Mechanism Policythrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have direct access to the Chairman of the Audit Committee. The Whistle Blower Policyis placed on the website of the Company.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention
Prohibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off: 0
20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the Financial Position of the Companywhich have occurred between the end of the Financial year of the Company to which theFinancial Statement relate and the date of this report.
21. RELATED PARTY TRANSACTIONS
There are no related party transactions in the year under Report.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans and guarantees.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the Notes to the Financial Statements.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
Based on the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
24. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2015 made under theprovisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No Significant and Material orders has been passed by Securities Exchange Board ofIndia Stock Exchanges Tribunal or Courts in the year under Report.
26. HUMAN RESOURCES INDUSTRIAL RELATIONS:
The takes pride in the commitment competence and dedication shown by its employees inall areas of Business.
The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Development. This is a part of Corporate HR functionand is a critical pillar to support the Organisation's growth and its sustainability inthe long run.
27. CAUTIONARY STATEMENT:
Statements in this Directors Report and Management Discussion and Analyses describingthe Company's objectives projections estimates expectations or predictions may be" forward looking statements" within the meaning of applicable securities lawand regulations. Actual results could defer materially from those expressed or implied.Important factors that could make difference to the Company's operations include changesin Government regulations Tax regimes Economic developments within India and thecountries in which the Company conducts Business and other ancillary factors.
28. ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank Company's customers shareholderssuppliers bankers Central and State Government for their consistent support to theCompany. The Board also wishes to place on record their appreciation for the hard workdedication and commitment of the employees at all levels. The enthusiasm and unstintingefforts of the employees have enabled the Company to grow in the competitive environment.The Board looks forward to their continued support and understanding in the years to come.
ANNEXURE TO THE DIRECTORS REPORT
INFORMATION AS PER SECTION 134(3)(m) READ WITH RULE 8(3) OF THE COMPANYS ACCOUNTSRULES 2014.
(A) CONSERVATION OF ENERGY
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANICAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
Citurgia Biochemicals Limited
6/C Ostwal Park Building No. 4
CHSL Near Jesal Park
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate governance practice by M/s CiturgiaBiochemicals Limited (hereinafter called "the Company"). Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing our opinion thereon.
Based on my verification of M/s Citurgia Biochemicals Limiteds Books PapersMinutes Books Forms and Returns filed and other records maintained by the Company andalso the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the financial year ended 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s Citurgia Biochemicals Limited as given in "AnnexureI" for the financial year ended on 31st March 2015 according to theprovisions of:
(i) The Companies Act 2013 (the Act) and the Rules made thereunder for specifiedSections notified and came into effect from 12th September 2013 and Sections and Rulesnotified and came into effect from 1st April 2014;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rules madethereunder;
(iii) The Depositories Act 1996 and Regulations and the Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment (FDI) Overseas Direct Investment (ODI)and External Commercial Borrowings (ECB) (Not applicable to the Company during Auditperiod as the Company has not received any FDI ECB and made any ODI.)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Registrars to a Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(vi) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) were not applicable to theCompany under the financial year under report:-
(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during Audit period as theCompany has not made any further issue of the shares);
(b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the Company duringAudit period as the Company has not introduced any such Scheme);
(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during Audit period as the Company hasnot issued any Debt Securities);
(d) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during Audit period as the Company hasnot delisted /proposes to de-list any equity shares from any stock Exchange)
(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during Audit period as the Company has not broughtback / proposed to Buy back any Securities);
(vii) There are no specific laws applicable to the Company.
(viii) I have relied on the Representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company. The compliance of the provisions of corporate andother applicable laws rules regulations standards is the responsibly of the management.My examination was limited to the verification of procedure on test basis.
(ix) In case of Direct and Indirect Tax Laws like Income Tax Act Service Tax ActExcise & Custom Acts we have relied on the Reports given by the Statutory Auditors ofthe company.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India underthe provisions of Companies Act 1956; (Not notified and hence not applicable to theCompany during Audit period) and
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange;
During the financial year under report the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:
i. The Company has not appointed Company Secretary and Chief Financial Officer underSection 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment ofand Remuneration of Managerial Personnel) Rules 2014.
ii. The Company has not appointed an Internal Auditor under Section 138 of theCompanies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014.
I further report that during the year/audit period under report the Company hasundertaken the following events/ actions having a major bearing on the Companysaffairs in pursuance of the above referred laws rules regulations guidelinesstandards etc.
i. The trading in Shares of the Company continues to be suspended due to penal reasonw.e.f. 16th January 2013.
ii. The Rehabilitation Scheme passed by Honble BIFR continues to be stayed andthe Companys appeal against the order passed by the Honble High Court ofUttarakhand is pending before Supreme Court of India.
I further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views if anyare captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the year under report the Company has undertakenevent / action having a major bearing on the Companys affairs in pursuance of theabove referred laws rules regulations guidelines standards etc. referred to above.
In my opinion and to the best of my information and according to the examinationscarried out by me and explanations furnished and representations made to me by theCompany its officers and agents I report that the Company has during the financial yearunder review complied with the provisions of the Acts the Rules made thereunder theMemorandum & Articles of Association of the Company with regard to:-
1. Minutes of the Meetings of the Board of Directors Committee meetings held duringthe Financial Year under Report;
2. Minutes of General Body Meetings held during the Financial Year under report;
3. Maintenance of various Statutory Registers and Documents and making necessaryentries therein;
4. Notice and Agenda papers submitted to all the Directors for the Board Meetings;
5. E-Forms filed by the Company from time-to-time under applicable provisions of theCompanies Act 2013 and attachments thereof during the financial year under report;
6. Intimations / documents / reports / returns filed with the Stock Exchanges pursuantto the provisions of Listing Agreement during the financial year under Report;
7. Declarations received from the Directors of the Company pursuant to the provisionsof Section 184 of the Companies Act 2013 and attachments thereto during the FinancialYear under Report;
8. Appointment and remuneration of Statutory Auditor;
9. Closure of Register of Members/record date for dividends;
Citurgia Biochemicals Limited
6/C Ostwal Park Building No. 4
CHSL Near Jesal Park
My report of even date is to be read along with this letter:
1) Maintenance of Secretarial record is the responsibility of the Management of theCompany. My responsibility is to express an opinion on these Secretarial Records based onmy audit.
2) I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in theSecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.
3) I have not verified the correctness and appropriateness of the financial records andBooks of Accounts of the Company.
4) Wherever required I have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc.
5) The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of the Management. My examination was limitedto the verification of procedures on test basis.
6) The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor the efficiency or effectiveness with which the Management has conductedthe affairs of the Company.