25 Apr 2017 | Livemint.com

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Citurgia Biochemicals Ltd.

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  • BSE Code: 506373
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Citurgia Biochemicals Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company’s Philosophy on Code of Governance:

Your Company is fully committed to the principles of transparency, integrity and accountability in all spheres of its operations and has been practicing the principles of good corporate governance over the years. In keeping with this commitment, your Company has been upholding fair and ethical business and corporate practices and transparency in its dealings and continuously endeavors to review, strengthen and upgrade its systems and procedures so as to bring in transparency and efficiency in its various business segments.

2. Board of Directors:

The Board of Directors of the Company is comprised of committed persons with considerable experience in various fields. The Board is properly constituted as per Clause 49 of the Listing Agreement. There are 7 (Seven) Directors of which one is Executive Director and One is Non Executive Non Independent Director and remaining 5 are Non Executive Independent Directors.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a Director. Necessary Disclosures regarding Committee positions in other Public Companies as on March 31, 2014 have been made by the Directors.

During the financial year ended 31st March, 2015, 7 (Seven) Board Meetings were held; the dates being 29/05/2014, 10/06/2014, 01/08/2014, 13/08/2014, 02/09/2014, 13/11/2014, 13/11/2014, 13/02/2015.

The Board periodically reviews compliance reports of all the laws applicable to the Company and has put in place procedures to review steps to be taken by the Company to rectify instances of non-compliance, if any.

In terms of the provisions of Clause 49 of the Listing Agreement and contemporary practices of good Corporate Governance, the Board has laid down a Code of Conduct for all Board members and senior management of the Company.

Details of Directors being re-appointed and appointed:

1. Shri Ashok Marwah who is a Director of the Company and liable to be retire by rotation has offered himself for reappointment (In pursuance of clause 49 of the Listing Agreement)

Name: Shri Ashok Marwah

Age: 59 yrs

Qualification: B.Com

Expertise: Finance & Marketing

Other Directorships in Public Companies: 1

3. Board Committees

As of 31st March, 2015 your Company has three Board Committees. These are:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Audit Committee

i) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges read with sec 177 of the Companies Act 2013.

ii) The terms of reference stipulated by the Board to the Audit Committee are as contained under Clause 49 of the Listing Agreement as follows:

- Overseeing the Company’s financial reporting process and the disclosure of its financial information so as to ensure that the financial statements depict a true and fair view of the Company’s affairs.

- Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

- Reviewing with management the Annual Financial Statements before submission to the board, focusing primarily on:

(i) Any changes in accounting policies and practices,

(ii) Major accounting entries based on exercise of judgment by Management,

(iii) Qualifications in draft Audit Report,

(iv) Significant adjustments arising out of Audit,

(v) The going concern assumption,

(vi) Compliance with Accounting Standards,

(vii) Compliance with Stock Exchange and legal requirements concerning financial statements and

(viii) Any related party transaction i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

- Reviewing with the Management, External and Internal Auditors, the adequacy of Internal Control Systems.

-Reviewing the adequacy of Internal Audit Functions.

- Discussion with Internal Auditors any significant findings and follow up there on.

-Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of Internal Control Systems of a material nature and reporting the matter to the Board.

- Discussion with External Auditors before the audit Commences, about the nature and scope of audit as well as the post-audit discussion to ascertain any area of concern.

- Reviewing the Company’s financial and risk management policies. To look into the reasons for substantial defaults in the payment to the creditors.

iii. Composition

The Audit Committee comprises of Shri Chandra Shekhar as Chairman and Shri Sanjeev Kumar and Shri Bhagat Ram Kothari, are the other Members of the Committee.

All Members of the Audit Committee are financially literate and possess Accounting and related Financial Management expertise.

Meetings & Attendance:

There were four meetings of the Audit Committee viz. on 29/05/2014, 13/08/2014, 13/11/2014 and 13/02/2015.

The necessary Quorum was present at all the Meetings.

The Audit Committee Meetings are usually held at the Registered Office of the Company situated at 6/C, Ostwal Park, Building No. 4, CHSL Near Jesal Park, Jain Temple, Bhayander (East), Thane - 401105.

Nomination and Remuneration Committee

The Remuneration Committee comprises of Mr. Sanjeev Kumar, Chairman of the Remuneration Committee, Mr. Akshod Kumar Sharma and Mr. Bhagat Ram Kothari, are the other Members of the Committee.

Meetings & Attendance:

There were four meetings of the Stakeholder Grievance Committee viz. on 29/05/2014, 13/08/2014, 13/11/2014 and 13/02/2015.

Stakeholder Relationship Committee

The Board has set up a Shareholders/Investors Grievance Committee to take care of matters relating to transfer, transmission, split, duplicate etc. of the shares issued by the Company from time to time. In addition to the above, the Committee is authorized to look into Shareholder’s complaints such as delay in transfer, non-receipt of shares, Balance Sheet etc and also review the dematerialized shares.

The Stakeholder Grievance Committee was reconstituted as Stakeholder Relationship Committee. The Shareholders/Investors Grievance Committee is chaired by Mr. Sanjeev Kumar with Mr. Akshod Kumar Sharma, Director and Mr. Bhagat Ram Kothari, Director as its Members.

Mr. Ashok Marwah is the Compliance Officer of the Company.

Meetings & Attendance:

There were four meetings of the Stakeholder Grievance Committee viz. on 29/05/2014, 13/08/2014, 13/11/2014 and 13/02/2015.

The necessary Quorum was present at all the Meetings.

The Shareholder/ Investors Grievance Committee Meetings are usually held at the Registered Office of the Company situated at 6/C, Ostwal Park, Building No. 4, CHSL Near Jesal Park, Jain Temple, Bhayander (East), Thane - 401105.

The functions of the committee include:

To specifically look into redressing investors’ grievances pertaining to:

- Transfer of Shares

- Dividends

-De-materialization of Shares

-Replacement of lost/stolen/mutilated share certificates

- Non-receipt of right/bonus/split share certificates

- Any other related issues

D. Disclosures:

a. Subsidiary Companies

The Company does not have any subsidiary Company during the Year under review.

b. Disclosures of transactions with Related Parties

No related party transactions occurred during the year.

c. Disclosures of Accounting Treatment in preparation of Financial Statements

The Company has followed the Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI), in preparation of its Financial Statements.

d. Risk management

The Company has laid down procedures to inform Board Members about Risk assessment and minimization procedures and these procedures are periodically reviewed.

e. Proceeds from Public Issues, Rights Issue, Preferential Issue etc.

The Company has not raised any Money through Public Issue, Rights Issue, Preferential Issue etc, during the year there under.

f. Code of Business Conduct and Ethics for Directors and Management Personnel

The Code of business conduct and Ethics for Directors and Senior Managements has been circulated to all the Members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by Mr. Akshod Kumar Sharma, Whole Time Director is given below:

“I hereby confirm that the Company has obtained from all the Members of the Board and Senior Management affirmation that they have complied with the code of Business conduct and Ethics for Directors and Senior Management in respect of Financial Year 2014-2015”

h. Code for Prevention of Insider Trading Practices

In compliance with SEBI’s Regulations on Prevention of Insider Trading the Company has instituted a comprehensive Code of Conduct for its designated employees. The Code lays down guidelines on procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them of the consequences of violations.

i. Compliance of Regulatory requirements

The trading in the shares of the company continues to be suspended throughout the year. The Company is yet to comply with the norm of Minimum 25% Public shareholding as Mandated by Securities Exchange Board of India (SEBI).

Means of Communication

(a) Quarterly results:

The un-audited quarterly results are announced within 45 days from the end of the quarter and the audited annual results within two months from the end of the last quarter, as stipulated under the listing agreement with the BSE Limited.

(b) Newspapers wherein normally published :

The Company is a Sick Company, However, it is regularly publishing its Unaudited/ Audited Financial Results in newspapers.

(c) Any Website, wherein displayed : Yes

(d) Whether Website also displays official news releases: Yes

(e) Whether presentations made to institutional investors or to the analysts: No

E. The Management Discussion & Analysis Report

The Management Discussion and Analysis Report (MDA) has been attached to the Directors Report and forms part of this Annual Report.

F. Compliance with Mandatory requirements

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance.

G. General Shareholders Information

Forth Coming AGM

The next Annual General Meeting of the Company will be held on Tuesday 29th September 2015 at 09.00 a.m. at Azad Mahila Sangh, Plot No. 91, Road No.25, Sion (West), Mumbai- 400 022.

Financial Reporting for the quarter ending (tentative & subject to change)

Tentative Schedule -Likely Board Meeting Schedule

June 30, 2014 -Within 45 Days of the end of the quarter

September 30, 2014 -Within 45 Days of the end of the quarter

December 31, 2014 -Within 45 Days of the end of the quarter

March 31, 2015 (Audited) -Within 60 Days of the end of the Financial

Book Closure Date

Monday 22nd September, 2015 to Monday 29th September, 2015 (Both days inclusive)

Registered Office

 6/C, Ostwal Park, Building No.

4, CHSL Near Jesal Park, Jain Temple, Bhayander (East), Thane - 401105.

Listing on Stock Exchange

The Stock Exchange, Mumbai(BSE)

(The Listing Fees have been paid for the year 2014-2015)

Mumbai Stock Exchange Code

506373

Demat ISIN no. for NSDL and CDSL

INE795B01023

Registrar and Share Transfer Agents

M/s Sharepro Services (India) Pvt. Ltd. (R & TA),

13 A-B, Samitha Warehousing complex, 2nd Floor, off Andhrei Kurla Road, Sakinaka Telephone Exchange Lane, Sakinaka,Andheri(East), Mumbai-400072

Share Transfer System:

The Company has appointed M/s. Sharepro Services (India) Pvt. Ltd. as the share transfer agents. In order to ensure timely registration of transfer and return of certificates and also prompt redressal of shareholders’ Grievances, the Company monitors the Registrar’s work closely on a day-to-day basis. The address of the Registrar is:

M/s. Sharepro Services (India) Pvt. Ltd.,

13 A-B, Samitha Warehousing complex, 2nd Floor, off Andhrei Kurla Road, Sakinaka Telephone Exchange Lane, Sakinaka, Andheri (East), Mumbai-400072

C. Investor Services:

No Complaints received during the year relating to Transfer, Transmission, Dividend, Interest, Demat & Remat and change of address etc.

ISIN Number: INE795B01023

D. Investor Correspondence:

Registrar and Transfer Agents:

M/s. Sharepro Services (India) Pvt. Ltd.,

13 A-B, Samitha Warehousing complex, 2nd Floor, off Andhrei Kurla Road, Sakinaka Telephone Exchange Lane, Sakinaka, Andheri (East), Mumbai-400072

022-67720300/67720400, 022-62270300, 62270400

E. Outstanding GDRs/ADRs/ Warrants or any convertible instruments, conversion date and likely impact on equity.

There were no Outstanding GDRs/ADRs/ Warrants or any convertible instruments, conversion date and likely impact on equity during the year under review.

F. Plant Location:

Rishikesh, Uttaranchal.