Dear Shareholders,
We are pleased to present the 48th Annual Report on the
affairs of the Company together with the Audited Statement of Accounts for the year ended
March 31, 2023.
1. PERFORMANCE OF THE COMPANY:
The Company's performance is summarized below:
FINANCIAL RESULTS
(Amount in Rupees)
|
2022-23 |
2021-22 |
Gross Income |
- |
- |
Profit/(Loss) before Tax(PBT) |
(4,362,121.62) |
(4,041,360.92) |
Less: Tax |
- |
- |
Add: Earlier years adjustments |
- |
- |
Net Profit/(Loss) |
(4,362,121.62) |
(4,041,360.92) |
EPS (Rs.) |
(0.165) |
(0.153) |
The Company has incurred a loss after tax of Rs. 43.62 Lakhs during the
financial year 2022-23 against a loss after tax of Rs. 40.41 Lakhs in the previous year
2021-22.
2. WORKING RESULTS:
The Company's operations at calcium carbonate division remained
suspended throughout the year for the want of working capital and clearance from the
Uttarakhand Environment Protection and Pollution Control Board. The Company has not earned
any revenue during the year under report. The appeal filed by the Company before
Hon'ble Supreme Court against the order of Hon'ble High Court
of Uttarakhand granting stay the Rehabilitation Scheme passed by Hon'ble BIFR is
still pending.
3. DIVIDEND:
In view of the accumulated losses for the period under review, the
Directors do not recommend payment of any dividend.
4. REHABILITATION SCHEME:
The Rehabilitation Scheme passed by Hon'ble BIFR is stayed by the
Hon'ble Uttrakhand High 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 issues including Environmental Clearance from Uttarakhand Environment
Protection and Pollution Control Board are resolved. The Board of
Directors are also awaiting the verdict of the Hon'ble Supreme
Court in the appeal filed by the Company against the order of the Hon'ble High 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 of provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
for furnishing of details of deposits which are not in compliance with the Chapter V of
the Act is not applicable.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, as required under the
Listing Agreement and as per Regulation 34(e) read with Schedule V (B) of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 with Stock 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 Directors hereby state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
(ii) that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied them consistently and 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 as at 31st March, 2023 and of the Profit & Loss
of the Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for
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;
(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 the Company and such Internal Financial Controls are adequate and operating
effectively;
(vi) that Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws were in place and were adequate and operating
effectively.
10. CORPORATE GOVERNANCE:
The Board of Directors support and adheres the principles of Corporate
Governance and in addition to basic Corporate Governance issues the Board lays strong
emphasis on transparency, accountability and integrity. Pursuant to Regulation 27 of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, Corporate
Governance Report and Auditor's Certificate regarding compliance
of the condition of Corporate Governance are made part of the Annual Report.
11. CONSERVATION OF ENERGY:
In accordance with the provisions of Section 134(3)( m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information
relating to the Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given as hereunder:
Conservation of Energy:
Conservation of Energy, Technology Absorption, Foreign Exchange
earnings and outgo under Section 134(3)(m) of the Companies Act, 2013. The information
pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Disclosure of Particulars in the 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure
II" to this Report.
The information required pursuant to Section 197(12) read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of Employees of the Company, will be provided on request. In terms of Section
136 of the Act, the Reports and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees particulars mentioned in rule 5(2) of the
said rule which is available for inspection by the Members at the Registered Office of the
Company during the business hours on working days of the Company upto the date of ensuing
Annual General Meeting. If any Member is interest in inspecting the same, such Member may
write to the Company Secretary in advance.
13. CHANGE IN CAPITAL STRUCTURE OF TEH COMPANY:
During the year under review, No Change has taken place in the capital
structure of the company.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has received declarations under sub -section (7) of Section
149 of Companies Act, 2013 from the Independent Directors of the Company confirming that
they meet with the criteria of independence as prescribed both under sub -section (6) of
Section 149 of Companies Act, 2013, under Clause 49 of the Listing Agreement with the
Stock exchanges and Regulation 17 of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Dharmendra and Mr. Subhash Sahu, Directors of the Company,
retires by rotation at the ensuing AGM, and being eligible, has offered himself for
re-appointment. As per the information available with the Company, none of the Directors
of the Company are disqualified for being appointed as a Directors as specified in Section
164(2) of the Companies Act, 2013.
Further Mr. Jitendra and Mr. Shubhash Sahu were appointed as the
additionl director of the company w.e.f 31.08.2022.
14. FAMILIARIZATION PROGRAMME:
The Company at its various Meetings held during the Financial year
2022-23 had familiarize the Independent Directors under Regulation 25(7) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to the
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, the Business models of the Company etc. The Independent Directors have
been provided with necessary documents, reports and internal policies to familiarize then
with the Company's policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee
meeting on Business and performance updates of the Company, Business strategy and risks
involved.
Quarterly updates on relevant statutory changes and judicial
pronouncements and encompassing important amendments are briefed to the Directors.
15. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a) BOARD MEETINGS:
During the year, 09 (Nine) Board Meetings were convened and held on
30.05.2022, 10.06.2022, 12.08.2022, 31.08.2022, 03.09.2022, 14.11.2022, 28.11.2022,
14.02.2023 and 29.03.2023. The Intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
b) BOARDE VALUATION:
Pursuant to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation process for the
Board, its Committees and Directors.
The Board's functioning was evaluated on various aspects,
including inter alia degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to various Committees,
effectiveness of Board processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution
at Board/ Committee Meetings and guidance/ support to the management outside Board/
Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his
role, including setting the strategic agenda of the Board, encouraging active engagement
by all Board members and motivating and providing guidance to the Managing Director &
CEO.
Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee composition and
effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated. The performance evaluation of
the Chairman and the Non Independent Directors was carried out by the 2 Independent
Directors, who also reviewed the performance of the Board as a whole. The
Nomination and Remuneration Committee 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, as appropriate. Significant highlights, learning and action points with
respect to the evaluation were presented to the Board.
c) AUDIT COMMITTEE:
The Board has well-qualified Audit Committee with majority of
Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit,
Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit
Committee are given in the Corporate Governance Report.
During the year, there are no instances where the Board had not
accepted the recommendations of the Audit Committee.
The Committee met on the following date during the financial year under
review; 30.05.2022, 12.08.2022, 14.11.2022 and 14.02.2023. d) NOMINATION &
REMUNERATION COMMITTEE & ITS POLICY:
The Company has duly constituted Nomination and Remuneration Committee
to align with the requirements prescribed under the provisions of the Companies Act, 2013,
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The details of the Composition of the Nomination and Remuneration
Committee are given in the Corporate Governance Report.
The Committee met on the following date during the financial year under
review; 30.05.2022, 12.08.2022, 14.11.2022 and 14.02.2023. 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 internal Risk Management
Committee as a measure of good governance. The Committee reviews the key risks, mitigation
plans and progress of the risk management process at periodic intervals.
This robust Risk Management framework enables identification and
evaluation of business risks and opportunities, seeks to create transparency, minimize
adverse impact on business objectives and enhance the Company's competitive
advantage. It also describes the risk management approach across the enterprise at various
levels.
Major risks identified by the business and functions are systematically
addressed through mitigation actions on a periodic basis. Existing control measures are
evaluated against the relevant Key Performance Indicators.
The Company has laid down procedures to inform the Audit Committee as
well as the Board of Directors about risk assessment and management procedures and status.
These procedures are periodically reviewed to ensure that the executive management
monitors and controls risks. The Internal Audit Department is responsible for coordinating
with the various heads of Departments with respect to risk identification, assessment,
analysis and mitigation. The major risks forming part of the Enterprise Risk Management
process are linked to the audit universe and are also covered as part of the annual risk
based audit plan.
16. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
STATUTORY AUDITOR AND THEIR REPORT:
The Board took note of appointment of M/s. G. P. Keshri &
Associates, Chartered Accountant as the Statutory Auditors of the Company to hold
office till the conclusion of 52th Annual General Meeting. In this regard the
Company has received a Certificate from the Auditors to the effect that if they are
appointed it would be 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 year ended March 31, 2023 read with explanatory notes thereon do not call for any
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
17. SECRETARIAL AUDITOR & HIS REPORT:
Mr. Shashank Kumar, Proprietor of Sharma Kumar & Associates,
Company Secretaries was appointed to conduct Secretarial Audit of the Company for the
Financial Year 2022-23 as required under section 204 of the Companies Act, 2013 and the
rules there under. The Secretarial Audit report for the financial year 2022-23 forms part
of the annual report as "Annexure-III" to the Boards Report. The said
report contains some observation or qualification requiring explanation or comments from
the Board under Section 134 (3) of the Companies Act, 2013.
Comments of qualifications
With reference to late intimation to Stock Exchange, The Company will
keep a track on the Compliances and assure that all compliances will send to the Stock
exchange timely in future.
The Company assures that in future all the e-forms will be filed in due
time to avoid the late fees.
In Future the Management of the company will keep in mind and will to
do all the compliances in time.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics policy. The Policy provides for adequate safeguards
against victimization of employees who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company has been denied access to the Audit Committee.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at workplace the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are effective in the Company. Under the said Act, every company is
required to set up an Internal Complaints Committee to look into complaints relating to
sexual harassment at workplace of any women employee. As per the requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
Rules made there under, your Company has constituted Internal Committees (IC). While
maintaining the highest governance norms, to build awareness in this area, the Company has
been conducting induction / refresher programmes in the organization on a continuous
basis.
During the period under review, there was no women employee employed in
the company. So there was no complaint on sexual harassment during the year under review.
20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the Financial Position of
the Company which have occurred between the end of the Financial year of the Company to
which the Financial 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 ORINVESTMENTS:
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 Act, 2013 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 documented policies and procedures covering all financial and operating functions and
processes. These have been designed to provide a reasonable assurance with regard to
maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations, protecting assets from unauthorized use or losses and compliance
with regulations. Details of the internal controls system are given in the Management
Discussion 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 31st March, 2023 made under the provisions of Section 92 (3) of the Act
in Form MGT-9 is annexed herewith as "Annexure-IV".
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS:
No Significant and Material orders has been passed by Securities
Exchange Board of India, 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 its employees in all areas of Business. The Company is committed to nurturing,
enhancing and retaining top talent through superior Learning and Organizational
Development. This is a part of Corporate HR function and is a critical pillar to support
the
Organization's growth and its sustainability in the long run.
27. CAUTIONARY STATEMENTS:
Statements in this Directors Report and Management Discussion and
Analysis describing the Company's objectives, projections, estimates, expectations or
predictions may be "forward looking statements" within the meaning of applicable
securities law and expressed or implied. Important factors that could make difference to
the
Company's operations include changes in Government regulations,
Tax regimes, Economic developments within
India and the countries in which the Company conducts Business and
other ancillary factors.
28. MAINTENANCE OF COST RECORD:
Maintenance of Cost record as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable on the
Company.
29. ACKNOWLEDGEMENT ANDAPPRECIATION:
The Directors take this opportunity to thank Company's customers,
shareholders, suppliers, bankers, Central and State Government for their consistent
support to the Company. The Board also wishes to place on record their appreciation for
the hard work, dedication and commitment of the employees at all levels. The enthusiasm
and unstinting efforts 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/- |
Date: 01.09.2023 |
KASHI NATH JHA |
DHARMENDRA |
Place: Mumbai |
(Director) |
(DIRECTOR) |
|
DIN: 02072952 |
DIN: 08664816 |
|