As on: Apr 25, 2024 01:33 AM
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)
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