DIRECTORS’ REPORT Dear Shareholders, We are pleased to present the 40th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2015. 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 Protect ion 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 on construction work undertaken 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 year 2014-15 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 any dividend. 3. Rehabilitation Scheme: The Rehabilitation Scheme passed by Hon’ble BIFR are stayed by the Hon’ble Uttrakhand High 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 issues including Environmental Clearance from Uttarakhand Environment Protect ion and Pollution Control Board are resolved. The Board of Directors are also awaiting the verdict of Hon’ble Supreme Court in the appeal filed by the Company against the order of the Hon’ble High court of Ut tarakhand 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 . 16th January 2013 and Company applied for the revocation of the Suspension and also the company has 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 of provisions of Sect ion 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 with Stock Exchanges, is enclosed separately with this Annual Report . 9. DIRECTORS’ RESPONSIBILITY STATEMENT As required by Sect ion 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, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ( i i ) 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 t rue and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit & Loss of the Company for the year ended on that date; ( i i i ) 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 prevent ng 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 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 Clause 49 of Listing Agreement with Stock Exchange, 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 Sect ion 134 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 Sect ion 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 to this Report . 12. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE The prescribed particulars of Employees required under Sect ion 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 to this Report . The information required pursuant to Sect ion 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 Sect ion 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 inspect ion by the Members at the Registered Of f ice of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. I f any Member is interest in inspecting the same, such Member may write to the Company Secretary in advance. 13. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Company has received declarations under sub-sect ion (7) of Section 149 of Companies Act , 2013 from all the 5 ( five) Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-sect ion (6) of Sect ion 149 of Companies Act , 2013 and under Clause 49 of the Listing Agreement with the Stock exchanges. The remaining two Directors namely Mr. Akshod Kumar Sharma and Mr. Ashok Marwahare Whole Time Director and Non Executive Director respectively. Shri Ashok Marwah is liable to retire by rotation and being eligible has offered himself to be reappointed as Director of the Company. 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 Sect ion 164(2) of the Companies Act , 2013. 14. FAMILIARIZATION PROGRAMME The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent Directors 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, report s 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, 7(seven) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report . The intervening gap between the Meetings was within 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 Listing Agreement , the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment , safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the 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 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 . The Company Secretary of the Company acts as Secretary of the Committee. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. 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 the revised Clause 49 of the Listing Agreement . The details of the Composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report . e) RISK MANAGEMENT The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter -alia, further includes financial risk, polital risk, legal risk, etc. The Board reviews the risk t rend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. Further, in accordance with Clause 49 of the Listing Agreement , a Risk Management Committee 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 the Corporate Governance Report and a detailed note on risk management is given under Management 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 hold office till the conclusion of next Annual General Meeting. In terms of the first proviso to sect ion 139 of the Companies Act , 2013, the appointment of the Auditors is to be placed for ratification at the Annual General Meeting. Accordingly the appointment of M/s. Ranjan Gupta & Co. , Chartered Accountants , as Statutory Auditors of the Company is placed for ratification by the Shareholders. 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 sect ion 141 of the Companies Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the year ended March 31, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Sect ion 134(3) of the Companies Act , 2013. 17. Secretarial Auditor & his Report: Mrs. Averil F. Pinto, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the Financial Year 2014-15 as required under section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134 (3) of the Companies Act , 2013. 18. VIGIL MECHANISM / WHISTLE BLOWER POLICY As per the provision of Sect ion 177 (9) of the Companies Act , 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal . The Employees and Di rectors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company. 19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal ) Act , 2013. Al l women employees (permanent , contractual , temporary and trainee) are covered under this Policy. The following is a summary of Sexual Harassment complaints received and disposed off during the year: a. No. of Complaints received: 0 b. No. of Complaints disposed of f : 0 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 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 Investment s covered under the provisions of Sect ion 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 an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. 24. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act , 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Sect ion 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 of India, 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 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 STATEMENT: Statements in this Directors Report and Management Discussion and Analyses describing the Company’s objectives , projections , estimates , expectations or predictions may be “ forward looking statements ” within the meaning of applicable securities law and regulations. Actual results could defer materially from those 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. ACKNOWLEDGEMENT AND APPRECIATION 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/- AKSHOD KUMAR SHARMA (EXECUTIVE DIRECTOR) Sd/- ASHOK MARWAH (DIRECTOR) |