citric india ltd share price Directors report

CITRIC INDIA LIMITED ANNUAL REPORT 2009-2010 DIRECTORS REPORT To THE MEMBERS, Your Directors present herewith the FIFYTH ANNUAL REPORT of the Company for the year ended 31st March, 2010. WORKING RESULTS & OPERATIONS The Company is presently engaged in investment and trading in shares and securities and sale of agriculture products produced at village Panchak, Nasik Road. The Company has however earned a Loss of Rs.10,274/- during the year under Report due to administrative and other expenses incurred by the Company as against the Loss of Rs. 23,592/- in the year ended 31st March 2009. DIVIDEND Due to inadequate profits no dividend is being recommended for the year under review. BIFR The Company had become a potentially Sick Unit within the meaning of section 23 of Sick Industrial Companies (Special provisions) Act. 1985 in the year when the Companys netwoth was eroded by more than 50%. However the net worth of the Company is still positive. PARTICULARS OF EMPLOYEES: There was no employee in the Company who was in receipt of remuneration of Rs.2,00,000/- per month or Rs. 24,00,000/- in a year in the aggregate. DIRECTORS: Shri N.K. Pareek, Director of the Company retire by rotation under Article 104 of Articles of Association of the Company but being eligible offers himself for re-appointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: As required under Section 217(1) (a) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. is given in Annexure 1 forming part of this report. RESEARCH AND DEVELOPMENT: Activities at Companys plant had to be suspended due to un-economical working. PREFERENCE SHARES: The redemption of 11% Cumulative Redeemable Preference Shares was due on 13th April, 2003. However in view of continuous losses, the Company could not redeem the Preference Shares. The Company is in process of holding negotiations with Preference Shareholders to evolve a workable solution for redemption of Preference Shares as the net worth of the Company has substantially eroded. DIRECTORS RESPONSIBILITY STATEMENT: In terms of Section 217 (2AA) of the Companies Act, 1956, we, the Directors of Citric India Limited, state in respect of Financial Year 2009-10 that: a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies 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 at the end of the financial year and of the profit of the Company for that period:- c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) The Directors have prepared the annual accounts on a going concern basis: AUDITORS: During the year, under report, M/s. Batliboi & Purohit, Chartered Accountants of the Company will retire at the conclusion of the forthcoming Annual General Meeting and as eligible offer themselves for reappointment as Statutory Auditors of the Company. AUDITORS REPORT: Regarding the observation made by the Auditors as contained in Para 3 and 4(f) of their Report, the Directors are of the opinion that Notes 3(a), 3(b), 5 and 6 of the account s and are self-explanatory and do not call for further comments. CORPORATE GOVERNANCE: Report on corporate governance and a certificate from S.K. Jain & Company, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange is given as Annexure II forming part of this Report. DEPOSITS: The Company does not have any deposits as on 31.03.2010. ACKNOWLEDGEMENT: Your Directors take this opportunity to thank the Companys Bankers, Government Agencies for their support, co-operation. PLACE: MUMBAI FOR AND ON BEHALF OF THE BOARD DATE : 30th June, 2010 Sd/- S.B. SOMANI DIRECTOR ANNEXURE TO THE DIRECTORS REPORT Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988. A. CONSERVATION OF ENERGY Not Applicable. B. TECHNOLOGY ABSORPTION Not Applicable. C. FOREIGN EXCHANGE EARNING AND OUTGO Rs. NIL PLACE: MUMBAI FOR AND ON BEHALF OF THE BOARD DATE : 30th June, 2010 Sd/- S.B. SOMANI DIRECTOR MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS During the year under report the Company has not carried out any manufacturing activity. The manufacturing activity has become unviable due to diverse factors such as high cost of production and technological obsolescence. The Management of the Company has been exploring possibility to diversify its activity but there has been no significant progress. OUTLOOK, OPPORTUNITIES AND THREATS The Company has not been carrying any manufacturing activity for last few years. At present the Company is having its Income from sale of Agricultural Products and dividend on its investment in Shares. The Company is exploring possibility of entering into new field of business activities. RISK AND CONCERN Since the Company is not carrying any manufacturing activity, ho risk is perceived. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has adequate internal checks and controls. FINANCIAL PERFORMANCE The Company is presently engaged in investment and trading in shares and securities and sale of agriculture products produced at village Panchak, Nasik Road. The Company has however earned a Loss of Rs. 10,274/- during the year under Report due to administrative and other expenses incurred by the Company as against the Loss of Rs. 23,592/- in the year ended 31st March 2009. CAUTIONARY STATEMENT Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their dates.