We are pleased to present the 42nd Annual Report on the affairs of theCompany together with the Audited Statement of Accounts for the year ended March 31 2017.
1. PERFORMANCE OF THE COMPANY
The Company's performance is summarized below:
(Rs. in Lakhs except EPS and per share data)
| || |
|Gross Income ||- ||- ||- |
|Profit/(Loss) before Depreciation & Tax(PBDT) ||(53.52) ||(66.23) ||- |
|Less: Depreciation ||- ||- ||- |
|Profit/(Loss) before Taxation ||(53.52) ||(66.23) ||- |
|Less: Provision for Tax ||- ||- ||- |
|Add/Less: Deferred Tax ||- ||- ||- |
|Add: Earlier years adjustments ||- ||- ||- |
|Net Profit/(Loss) ||(53.52) ||(66.23) ||- |
|EPS (Rs.) ||(0.203) ||(0.251) ||- |
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 construction work undertakenby the Company at Rishikesh site is still pending.
The Company has incurred a loss after tax of Rs. 53.25 Lakhs during the financial year2016-17 against a loss after tax of Rs. 66.23 Lakhs in the previous year.
In view of the accumulated losses for the period under review the Directors do notrecommend payment of any dividend.
4. Rehabilitation Scheme:
The Rehabilitation Scheme passed by Hon ble BIFR is stayed by the Hon ble UttrakhandHigh Court and matter is still pending before the Supreme Court of India.
5. Future Plans:
The Board of Directors is 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 of theHon 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.
6. Fixed Deposits:
Our Company has not accepted any fixed deposits during the year under review.
7. PUBLIC DEPOSITS
Your 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 andas per Regulation 34(e) read with Schedule V (B) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 with Stock Exchanges is enclosed separatelywith 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 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating 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 2017 and of the Profit & Loss of theCompany for the year 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 Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
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 Regulation 27 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 Corporate Governance Report andAuditor s Certificate regarding compliance of the condition of Corporate Governance aremade part of the Annual Report.
11. CONSERVATION OF ENERGY
In accordance with the provisions of Section 134(3 )( m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 required information relating to theConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo isgiven as hereunder
Conservation of Energy
Conservation of Energy Technology Absorption Foreign Exchange earnings and utgo underSection 134(3)(m) of the Companies Act 2013. The information pursuant to Section134(3)(m) of the Companies Act 2013 read with the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules 1988 is given as Annexure 1 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 2 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 ofCompanies Act 2013 from the 2(two) Independent Directors of the Company confirming thatthey meet with the criteria of independence as prescribed both under sub -section (6) ofSection 149 of Companies Act 2013 under Clause 49 of the Listing Agreement with theStock exchanges and Regulation 17 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Ashok Marwah one of the Directors of the Company retires by rotation at theensuing AGM and being eligible has offered himself for re-appointment. As per theinformation available with the Company none of the Directors of the Company aredisqualified 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 2016-17 hadfamiliarize the Independent Directors under Regulation 25(7) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with regard to the rolesrights responsibilities in the Company nature of the industry in which the Companyoperates the Business models of the Company etc. The Independent Directors have beenprovided with necessary documents reports and internal policies to familiarize then withthe Company s policies procedures and 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 applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.
The Board s functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director & CEO.
Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the 2 Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
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.
During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.
d) NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration and Compensation Committeeto align with the requirements prescribed under the provisions of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The details of the Composition of the Nomination and Remuneration and CompensationCommittee are given in the Corporate Governance Report.
e) RISK MANAGEMENT
The Company has in place a Risk Management Policy pursuant to Section 134 of the Act.During the year the Company has constituted a new internal Risk Management Committee as ameasure of good governance. The Committee reviews the key risks mitigation plans andprogress of the risk management process at periodic intervals. This robust Risk Managementframework enables identification and evaluation of business risks and opportunities seeksto create transparency minimize adverse impact on business objectives and enhance theCompany s competitive advantage. It also describes the risk management approach across theenterprise at various levels.
Major risks identified by the business and functions are systematically addressedthrough mitigation actions on a periodic basis. Existing control measures are evaluatedagainst the relevant Key Performance Indicators.
The Company has laid down procedures to inform the Audit Committee as well as the Boardof Directors about risk assessment and management procedures and status. These proceduresare periodically reviewed to ensure that the executive management monitors and controlsrisks. The Internal Audit Department is responsible for co -ordinating with the variousheads of Departments with respect to risk identification assessment analysis andmitigation. The major risks forming part of the Enterprise Risk Management process arelinked to the audit universe and are also covered as part of the annual risk based auditplan.
16. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
STATUTORY AUDITOR AND THEIR REPORT:
At the 42nd Annual General Meeting held on September 25 2017 M/s. G. P.Keshri & Associates Chartered Accountant were appointed as the Statutory Auditors ofthe Company to hold office till the conclusion of 47th Annual General Meetingsubject to the ratification at each Annual General Meeting. In this regard the Company hasreceived a Certificate from the Auditors to the effect that if they are appointed it wouldbe in accordance with the 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 2017 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:
Ms. Nancy Jain Practicing Company Secretary was appointed to conduct Secretarial Auditof the Company for the Financial Year 2016-17 as required under section 204 of theCompanies Act 2013 and the rules there under. The Secretarial Audit report for thefinancial year 2016-17 forms part of the annual report as Annexure 3 to the Boards Report.The said report does not contain any observation or qualification requiring explanation orcomments from the Board under Section 134 (3) of the Companies Act 2013.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company s Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has notreceived any complaint of sexual harassment during the financial year 2016-17.
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 during the year under review.
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 in place an adequate system of internal controls. It has documentedpolicies and procedures covering all financial and operating functions and processes.These have been designed to provide a reasonable assurance with regard to maintaining ofproper accounting controls for ensuring reliability of financial reporting monitoring ofoperations protecting assets from unauthorized use or losses and compliance withregulations. Details of the internal controls system are given in the ManagementDiscussion and Analysis Report which forms part of the Board s Report.
24. EXTRACT OF ANNUAL RETURN
Pursuant Act 2013 Extract of the Annual Return for the financial year ended 31stMarch 2017 made under the provisions of Section 92 (3) of the Act in Form MGT-9 isannexed herewith as Annexure 4.
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 during the year under Report.
26. HUMAN RESOURCES INDUSTRIAL RELATIONS:
The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of Business. The Company is committed to nurturing enhancing andretaining top talent through superior Learning and Organizational Development. This is apart of Corporate HR function and is a critical pillar to support the Organization sgrowth and its sustainability in the long run.
27 CAUTIONARY STATEMENTS:
Statements in this Directors Report and Management Discussion and Analysis describingthe Company s objectives projections estimates expectations or predictions may beforward looking statements within the meaning of applicable securities law and expressedor implied. Important factors that could make difference to the Company s operationsinclude changes in Government regulations Tax regimes Economic developments within Indiaand the countries in which the Company conducts Business and other ancillary factors.
29. 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.
| ||On behalf of the Board of Directors |
| ||For CITURGIA BIOCHEMICALS LIMITED |
|Sd/- ||Sd- |
|AKSHOD KUMAR SHARMA ||ASHOK MARWAH |
|(WHOLE TIME DIRECTOR) ||(DIRECTOR) |
|DIN No. 02112607 ||Din No. 01787560 |