Directors Report of Citurgia Biochemicals Ltd.

Mar 31, 2024

We are pleased to present the 49^th Annual Report on the affairs of the Company together with the Audited
Statement of Accounts for the year ended March 31, 2024.

1. PERFORMANCE OF THE COMPANY:

The Company''s performance is summarized below:

FINANCIAL RESULTS

	2023-24	2022-23
Gross Income	-	-
Profit/(Loss) before Tax(PBT)	(4,755,848.28)	(4,362,121.62)
Less: Tax	-	-
Add: Earlier years adjustments	-	-
Net Profit/(Loss)	(4,755,848.28)	(4,362,121.62)
EPS (Rs.)	(0.180)	(0.165)

The Company has incurred a loss after tax of Rs. 47.55 Lakhs during the financial year 2023-24 against a loss
after tax of Rs. 43.62 Lakhs in the previous year 2022-23.

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 31^st March, 2024, 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 31^st March, 2024 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.

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.

14. FAMILIARIZATION PROGRAMME:

The Company at its various Meetings held during the Financial year 2023-24 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, 06 (Six) Board Meetings were convened and held on 30.05.2023, 14.08.2023, 01.09.2023,

14.11.2023, 14.02.2024 and 23.03.2024. 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;

30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024.

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;

30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024.

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 52^th 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, 2024 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 2023-24 as required under section 204 of the Companies
Act, 2013 and the rules there under. The Secretarial Audit report for the financial year 2023-24 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 31^st March, 2024 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: 01.09.2024 KASHI NATH JHA DHARMENDRA

Place: Mumbai (Director) (DIRECTOR)

DIN: 02072952 DIN: 08664816

---

Mar 31, 2014

Dear Members,

The Directors present the audited Balance Sheet and Profit & Loss Account together with their Report thereon for the Financial Year ended 31st March, 2014:

Financial Results

(Rs. in Lacs)

PARTICULARS 2013-2014 2012-2013

Gross Income -

Profit/(Loss) before Depreciation & Tax(PBDT) (16.69) (26.89)

Less: Depreciation (67.38) (78.14)

Profit/(Loss) before Taxation (84.07) (105.03)

Less: Provision for Tax - -

Add/Less: Deferred Tax - -

Add: Earlier years adjustments - -

Net Profit (84.07) (105.03)

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 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 2013-14 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.

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.

Future Plans:

The Board of Directors are 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 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.

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.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year under review.

Insurance:

Due to paucity of funds, the Company has not renewed the insurance policies with respect to the properties of the Company. Adequate security arrangements have, however, been made.

Directors:

Shri. Ashok Marwah (DIN: 01787560) Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Director''s Responsibility Statement

Director''s Responsibility Statement under Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

a. in the preparation of the annual accounts of Citurgia Biochemicals Limited (the Company), the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently and made 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, 2014 and of the Company for the year ended 31st March, 2014;

c. they have taken proper and sufficient care of the best of their knowledge and ability for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

Auditors

The Statutory Auditors of the Company, M/s Ranjan Gupta & Co., Chartered Accountants, Mumbai having Firm Registration Number 17319-N shall hold office till the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. M/s Ranjan Gupta & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment ,if made, would be in conformity with the provisions of section 139 Companies Act, 2013.

As per the recommendation of the Audit Committee, the Board proposes the re-appointment of M/s Ranjan Gupta & Co., Chartered Accountants as Statutory Auditor of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956.

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

AUDITORS'' REPORT:

There is no adverse observations made by the Auditors in Report for the year ended 31st March, 2014

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE

The Remuneration Committee was renamed as Nomination and Remuneration Committee and 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.

STAKEHOLDER RELATIONSHIP COMMITTEE

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

CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report

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.

ACKNOWLEDGMENT:

The relationship of the Company with the employees at all the levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for achieving the targets set for the future.

The Board acknowledges the support and co-operation received from Government, Bankers, Financial Institutions, Shareholders, Suppliers, associates & sub-contractors and looks forward to their continued support.

On behalf of the Board of Directors FOR CITURGIA BIOCHEMICALS LIMITED

Sd/- Sd/- AKSHOD KUMAR SHARMA ASHOK MARWAH (EXECUTIVE DIRECTOR) (DIRECTOR)

Registered Office: 6/C, Ostwal Park, Building No. 4, CHSL, Near Jesal Park, Jain Temple, Thane, Bhayander (East), Maharashtra-401105.

Date: 2nd September, 2014 Place: Mumbai

---

Mar 31, 2012

TO THE MEMBERS

The Directors present the audited Balance Sheet and Profit & Loss Account together with their Report thereon for the Financial Year ended 31st March, 2012:

Financial Results (Rs. in lacs)

For the period For the period from 01st April, from 21st April, 2011 to 31st 2010 to 31st March, 2012 March, 2011

GROSS TURNOVER

Other Income

Provision for interest written back

(Loss) before interest & Depreciation (31.06) (17.49)

Interest Charge: (0.01)

(Loss) before Depreciation (31.07) (17.49)

Depreciation (72.30) (81.21)

(LOSS) BEFORE TAXATION (103.37) (98.70)

Add: Effects of Restructuring:

Provision for Retrenchment Compensation/ VRS

Interest

Provision for Statutory Liabilities

Unsecured Loans Written Back

Unsecured Creditors Written Back

Profit/ Loss before tax (103.37) (98.70)

Provision for Retrenchment Compensation/ VRS

Written Back

TAXATION

Deferred Tax Written Back

Current Income Tax

(LOSS) AFTER TAXATION (103.37) (98.70)

(Less) Restructuring of Share Capital -

Add: Balance brought forward from Previous (2723.72) (2625.02) Year:

BALANCE CARRIED TO BALANCE SHEET (2827.09) (2723.72)

Working Results

The Company''s operations at calcium carbonate division remained suspended through out the year for the want of working capital and clearance from the Environment Protection and Pollution Control Board. The Company than entered in the work of construction of Building at Rishikesh site and entered in the Real Estate Business in their Real Estate Division of the Company which was also challenged by local authorities in the High Court and the construction work was stayed by Humble High Court of and the matter still pending in Supreme Court of India. The Company has not earned any revenue during the last year because the Company has not made any operational activity during to disputes pending in the courts.

The Company has incurred a loss after tax of Rs. 103.37 Lacs during the financial year 2011-12 against a loss after-tax of Rs. 98.70 Lacs in the previous year.

In View of the accumulated losses, the Directors do not recommended payment of an dividend.

Industrial Relations:-

Pursuant to the mentioned rehabilitation Scheme by Humble BIFR, all the workers at Calcium Carbonate division opted for Voluntary Speculation Scheme (VSS) and as such there are no workers in this division of the company. However relations with staff or other division have been very cordial throughout the year.

Rehabilitation Scheme:

The Rehabilitation Scheme passed by Hon''ble BIFR are stayed by the Hon bled Uttrakhand High Court and matter still pending before Supreme Court of India.

Future Plans:

All the future plan of the Company will be established as per Order of Court the matter is pending in Supreme Court of India.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year under review.

Insurance:

Due to paucity of funds, the Company has not renewed the insurance policies with respect to the properties of the Company. Adequate security arrangements have, however been made. ''

Directors:

Mr. Chandra Shepherd retires, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr. Ashok Marwah was appointed as the Additional Director w.e.f. 10th October, 2011 in the Board Meeting held on 10th October, 2011. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

Director''s Responsibility Statement

Director''s Responsibility Statement under Section 217(2AA) of the Companies Act, 1956, the that-Ct0rS'' based in the representations received from the Operating Management, confirm

a. in the preparation of the annual accounts of Criteria Biochemical''s Limited (the Company), the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently and made 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, 2012 and of the Company for the year ended 31st March 2011;

c. they have taken proper and sufficient care of the best of their knowledge and ability for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis.

Corporate Governance:-

A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors'' Report.

Personnel

The Company has no employees covered under Section 217(2A) of the Companies Act 1956. ''

Auditors

M/s Ranjan Gupta & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and offer themselves for re-appointment. Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956.

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

On behalf of the Board of Directors

AKSHOD KUMAR SHARMA

(EXECUTIVE DIRECTOR)

Registered Office:

46, Guru Govind Singh Road,

Near J.J. School,

Mulund Colony,

Mulund (West),

Mumbai 400 082.

Mumbai, 04th September, 2012

---

Mar 31, 2011

TO THE MEMBERS

The Directors present the audited Balance Sheet and Profit & Loss Account together with their Report thereon for the Financial Year ended 31st March, 2011:

Financial Results For the period For the Year from 21st April, ended 20th April, 2011 to 31st 2010 March, 2011 Rs.In Lacs

GROSS TURNOVER - - Other Income - -

Provision for interest written back - -

(Loss) before interest & Depreciation (17.47) (5.88)

Interest Charge:

(Loss) before Depreciation (17.47) (5.88) Depreciation (81.21) (81.21)

(LOSS) BEFORE TAXATION (98.68) (87.09)

Add: Effects of Restructuring:- Provision for Retrenchment Compensation/ VRS Interest

Provision for Statutory Liabilities

Unsecured Loans Written Back Unsecured Creditors Written Back

Profit/ Loss before tax (98.68) (87.09)

Provision for Retrenchment Compensation/ VRS Written Back

TAXATION -

Deferred Tax Written Back 55.55

Current Income Tax (LOSS) AFTER TAXATION (98.68) (31.54)

(Less) Restructuring of Share Capital - -

Add: Balance brought forward from Previous (2625.02) (2593.47) Year: BALANCE CARRIED TO BALANCE SHEET (2723.71) (2625.03)

Working Results

The Company''s operations at calcium carbonate division remained suspended through out the year for the want of working capital and clearance from the Uttarakhand Environment Protection and Pollution Control Board. The Company than entered in the work of construction of Building at Rishikesh site and entered in the Real Estate Business in their Real Estate Division of the Company which was also challenged by local authorities in the Uttrakhand High Court and the construction work was stayed by Hon''ble High Court of Uttrakhand and the matter still pending in Supreme Court of India. The Company has not earned any revenue during the last year because the Company has not made any operational activity during the year because the Company has not made any operational activity during the year due to to disputes pending in the courts.

The Company has incurred a loss after tax of Rs. 103.37 Lacs during the financial year 2011-12 against a loss after tax of Rs. 98.70 Lacs in the previous year.

In View of the accumulated losses, the Directors do not recommended payment of any dividend.

Industrial Relations:-

Pursuant to the mentioned rehabilitation Scheme by Hon''ble BIFR, all the workers at Calcium Carbonate division opted for Voluntary Speculation Scheme (VSS) and as such their are no workers in this division of the company. However relations with staff or other division have been very cordial throughout the year.

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.

Future Plans:

All the future plan of the Company will be established as per Order of Court the matter is pending in Supreme Court of India.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year under review.

Insurance:

Due to paucity of funds, the Company has not renewed the insurance policies with respect to the properties of the Company. Adequate security arrangements have, however, been made.

Directors:

Mr. Vivek Singh, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Director''s Responsibility Statement

Director''s Responsibility Statement under Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

a. In the preparation of the annual accounts of Citurgia Biochemicals Limited (the Company), the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently and made 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, 2012 and of the Company for the year ended 31st March, 2011;

c. they have taken proper and sufficient care of the best of their knowledge and ability for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis.

Corporate Governance:-

A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors'' Report.

Personnel

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

Auditors

M/s S.C. Garg & Associates, Charted Accountants, retire at the forthcoming Annual General Meeting and given there unwillingness for re-appoint as Auditor of the company. The Board of Directors Approaches M/s Ranjan Gupta & Co., Chattered Accountants for the Auditor General Meeting. M/s Ranjan Gupta & Co, given their consent to act as Auditor of the company for next term''s

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956.

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.



On behalf of the Board of Directors

Sd/- AKSHOD KUMAR SHARMA (EXECUTIVE DIRECTOR)

Registered Office: 46, Guru Govind Singh Road, Near J.J. School, Mulund Colony, Mulund (West), Mumbai 400 082.

Mumbai, 04th September, 2012

---

Apr 20, 2010

The Directors present the audited Balance Sheet and Profit & Loss Account together with their Report thereon for the Financial Year ended 20th April, 2010

Financial Results

For the year ended For the year ended 20th April, 2010 31st March, 2009 Rs. In lacs Rs. In lacs

GROSS TURNOVER - -

Other Income - -

Provision for interest written back - -

(Loss) before interest & Depreciation (5.88) (60.92)

Interest Charge:

(Loss) before Depreciation (5.88) (60.92)

Depreciation (81.21) (94.12)

(LOSS) BEFORE TAXATION (87.09) (155.03)

Add: Effects of Restructuring:-

Provision for Retrenchment Compensation/ VRS

Interest - 97.33

Provision for Statutory Liabilities

Unsecured Loans Written Back

Unsecured Creditors Written Back

Profit/ Loss before tax (87.09) (252.37)

Provision for Retrenchment Compensation/ VRS Written Back

TAXATION

Deferred Tax Written Back

Current Income Tax 55.55 28.24

(LOSS) AFTER TAXATION (31.54) (224.13)

(Less) Restructuring of Share Capital

Add: Balance brought forward from Previous Year: (2593.47) (2369.34)

BALANCE CARRIEDTO BALANCE SHEET (2625.03) (2593.47)

Working Results

The Companys operations at calcium carbonate division remained suspended through out the year for the want of working capital and clearance from the Uttarakhand Environment Protection and Pollution Control Board. However building construction work of residential complex at Rishikesh site has started in the Real Estate Division of the company. However no revenue has been recognized from this operation as the construction work is at very preliminary stage.

The company has incurred a loss after tax of Rs. 31.54 Lacs during the financial year 2009-10 against a loss after tax of Rs. 224.13 Lacs in the previous year.

In View of the accumulated losses, the Directors do not recommended payment of any dividend.

Industrial Relations:-

Pursuant to the mentioned rehabilitation Scheme by Honble BIFR, all the workers at Calcium Carbonate division opted for Voluntary Speculation Scheme (VSS) and as such their are no workers in this division of the company. However relations with staff or other division have been very cordial throughout the year.

Rehabilitation Scheme:

During the last financial year, company could substantially comply with the provisions of sanctioned rehabilitation scheme by Honble BIFR as amended from time to time and your directors are pleased to inform the members that despite huge carried forward losses, the net worth of the company became positive as at 20/4/2010. Gist of major compliances of sanctioned.rehabilitation scheme is as under- Pursuant to sanctioned scheme the co-promoters brought in equity capital of Rs 625 lacs earlier and additional equity capital (to be allotted) of Rs. 2000 lacs (including unsecured bans of Rs 717 lacs to be converted into equity) into the company. Apart from it Rs. 250 lacs 10% of Rs. 2500 lacs have been brought in towards share warrant convertible into equity capital balance 90% amount is to be brought in within 18 months.

All the secured lenders including JIBI, Oriental Bank of commerce/ARCIL and Union Bank of India, operating agency have been paid in full and there are no outstanding of any of the secured lenders on the company as at 20/ 04/2010.

All the workers and staff have been paid full compensation and their dues as per the agreement entered into with workers union and as directed by Honble BIFR.

Complete renovation of the plant has been done at the calcium carbonate factory of the company at Rishikesh.

Land use was changed by the Government of Uttarakhand as per the sanctioned scheme and company has already got the approval of building Drawings from the Haridwar Development Authority for constructions of housing projects at surplus land. Construction work has also started at site.

Thus in view of the above it is clear that substantial Compliance of the sanctioned rehabilitation scheme has already been done by the company and its networth turning positive the company is applying for the dischargement to Honble BIFR.

Listing and Trading approval from BSE

The Directors are glade to report that Bombay Stock Exchange has granted approval on 20* October, 2009 for Trading of 169063 Equity Shares of Rs.10/- each, in respect of which new Share certificate were issued to the Shareholders of the Company consequent to reduction of Paid up Share capital of the Company in pursuance to the direction given by Honble BIFR vide its Order dated 12* January, 2007.

The Bombay Stock Exchange has also granted Listing Approval in respect of 62,50,000 equity Shares of rs.10/- each issued at par on Preferential Basis to M/s. Elite Capital Management Services Limited and other Associate Companies pursuant to BIFR Order dated 12* January, 2007.

Future Plans:

a. Calcium Carbonate Division: - The plant being fully renovated, the company is expecting to resume operations immediately on arrangement of working capital and clearance from Uttarakhand Environment Protection and Pollution Control Board.

b. Real Estate Division: - As per the sanctioned rehabilitation scheme the company has got approval of its building plans from appropriate authority for construction of housing complex at 15 acres of land alongside the factory. Company is also in process of getting approvals for construction of old age home/resort, at another piece of land as per the sanctioned scheme. The initial response for its having project is very encouraging

Fixed Deposits:

The Company has not accepted any fixed deposits during the year under review.

Insurance:

Due to paucity of funds, the Company has not renewed the insurance policies with respect to the properties of the Company. Adequate security arrangements have, however, been made.

Directors:

Mr. Sanjeev Kumar retires by rotation and being eligible offers himself for re-appointment.

Mr. Vivek Singh was appointed as the Additional Director w.e.f. 17* April, 2010 in the Board Meeting nek) on IT* April, 2010. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

Ms. Neelam Khanna was appointed as the Additional Director w.e.f. 29* April, 2010 in the Board Meeting held on 29* April, 2010. She holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing her appointment as the Director.

DIECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement under Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

a. In the preparation of the annual accounts of Cfturgia Biochemicals Limited (the Company), the applicable accounting standards have been followed aldngwith proper explanation relating to material departures;

b. They have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently and made judgements 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 20th Apnl, 2010 and of the Company for the year ended 20th April, 2010;

c. They have taken proper and sufficient care of the best of their knowledge and ability for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis.

Corporate Governance:-

A separate report on Corporate Governance is being incorporated as a part of the Annual Report alongwith a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance, which is annexed to the Directors Report.

Regarding Auditors remarks in their Certificate on Corporate Governance, on non-compliance with Clause 49-l(A) and 49-II of the Listing Agreement, appropriate explanations has been furnished in the Companys Report on Corporate Governance at para 2 and para 3(a)

Personnel

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

Auditors

M/s S.C.Garg & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and offer themselves for re-appointment.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956.

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to this Report.

On behalf of the Board of Directors

AKSHOD KUMAR SHARMA (EXECUTIVE DIRECTOR)

Registered Office:

46, Guru Govind Singh Road, Near J.J. School,

Mulund Colony, Mulund (West),

Mumbai 400 082.

Mumbai, 23rt April, 2010