integrated rubian exports ltd Directors report

INTEGRATED RUBIAN EXPORTS LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT Regd. Office: Rubian Complex, Aroor, Alappuzha. Pin 688 534 Dear Shareholders, Your Directors submit the 21st Annual Report of your Company together with Audited accounts for the financial year ended 31st March 2011. FINANCIAL PERFORMANCE (Rs. in Lacs) Particulars Current Year Previous Year Loss before interest & Depreciation 5.01 3.25 Interest 0.00 0.00 Depreciation & Amortization 0.00 0.00 Balance 5.01 3.25 Loss Brought Forward 1477.30 1474.05 Loss Transferred to Balance Sheet 1482.31 1477.30 The Board of Directors is continuously trying to revive the operations of the Company. The Company has already given a modified revival proposal dated 06.09.2006 to the BIFR the matter is being further followed up. As per the information provided by the standing committee, the BIFR is yet to fix the date of hearing. Due to non operations of the plant during the year under report, the company has not provided for any depreciation on the assets during the year. The company could not also service the interest arrears due to the financial institutions and Banks. REFERENCE TO THE BOARD FOR INDUSTRIAL AND FINANCE RECONSTRUCTION (BIFR) In view of the fact that the accumulated losses of the company as at the end of the financial year has exceeded the net worth, the company has become a sick industrial company within the meaning of Clause (o) of Sub- Section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985. An application is filed with the Board for Industrial and Financial Reconstruction (BIFR) vide the Registration No. 166/2003 dated 01.01.2003. The Company has already given a modified revival proposal dated 06.09.2006 to the BIFR the matter is being further followed up. DIVIDEND In view of the losses your Directors regret their inability to recommend any dividend for the year. DIRECTORS RESPONSIBILITY STATEMENT In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. 2. The Directors had 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 and of the profit/loss of the Company for the year ended on that date; 3.. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and 4. The accounts have been prepared on a going concern basis. AUDITORS Mr. R. Sureshkumar, Chartered Accountant, Statutory Auditor of the company retires at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits u/s 224(1B) of the Companies Act, 1956 and that he is not disqualified for reappointment within the meaning of Section 226 of the said Act. FIXED DEPOSIT The Company has not accepted/renewed any Fixed Deposits from Public for the year ended 31st March, 2011. BOARD OF DIRECTORS To appoint a Director in the place of Shri. T.M. Ahammed Rasheed who retires by rotation and being eligible offers himself for reappointment. To appoint a Director in the place of Shri. C.H. Abdul Raheem who retires by rotation and being eligible offers himself for reappointment. PARTICULARS OF EMPLOYEES No employees drawing remuneration exceeding the specified limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for the year under report. CORPORATE GOVERNANCE Pursuant to Clause 49 of the listing agreement with the Stock Exchanges, a detailed report on Corporate Governance is given as Annexure to this Report. Certificate from Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report as Annexure hereto. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANP FOREIGN EXCHANGE EARNINGS AND OUTGO Information required to be provided under Section 217(l)(e) of the companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report pf the Board of Directors) Rules, 1988 in relation to conservation of energy and Technology absorption are provided herewith. There has not been any Foreign Exchange Earnings and Outgo during the year. ACKNOWLEDGEMENT The Board of Directors places on record their sincere thanks to Indian Bank and Federal Bank Ltd., and the IFCI Ltd. for their co-operation and valuable support extended during the time of crisis. Your Directors also express their appreciation for the services rendered by the workers, staff and executives at all levels of the Company. For and on behalf of the Board of Directors T.A. Mohammed Kutty T.F. Aji Xavier Managing Director Director Date : 1.09.2011 Place: Aroor COMPLIANCE CERTIFICATE CIN of the company : L51909KL1990PLC005718 Nominal Capital : Rs. 2000 Lakhs The Members INTEGRATED RUBIAN EXPORTS LIMITED, AROOR I have examined the registers, records, books and papers of INTEGRATED RUBIAN EXPORTS LTD as required to be maintained under the Companies Act 1956(the Act) and the rules made there under and also the provisions contained in the Memorandum & Articles of Association of the company for the financial year ended on 31st March, 2011. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year: 1. The company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded. 2. The company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under. However, the company is in default of filing the returns/reports required in terms of the listing agreement with stock exchange. 3. The company being public limited company has the minimum prescribed paid-up capital. 4. The Board of Directors duly met 5 times on 29.04.2010, 30.07.2010, 01.09.2010, 31.10.2010 and 30.01.2011 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. 5. The company has closed its Register of Members, during the financial year for the period from 24.09.2010 to 28.09.2010 (both days inclusive). 6. The annual general meeting for the financial year ended on 31.03.2010 was held on 28.09.2010 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No Extra ordinary general meeting was held during the financial year. 8. The company has complied with Provisions of section 295 of the Act. 9. As explained to me, the company has not entered into any contracts falling within the : purview of section 297 of the Act. 10. The company made required entries in the register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of section 314 of the Act, the company was not required to obtain any approval from the Board of Directors, members or Central Government. 12. As per records and explanations provided to me, the company has not issued any duplicate share certificates during the financial year. 13. The company: I. Has delivered in time the certificates after transfer/transmission. There was no allotment of securities during the year. . , II. Has not deposited any amount in a Separate Bank Account as no dividend was declared during the financial year. III. Was not required to post warrants to any member of the company as no dividend was declared during the financial year. IV. As the company had no unpaid dividend, deposit etc. which remained unpaid/ unclaimed for a period exceeding seven years, compliance with section 205C of the Act was not applicable. V. Generally complied with the requirements of section 217 of the Act. 14. The Board of Directors of the company is duly constituted and the appointment of directors and additional directors have been duly made as per the provisions of the Act. 15. The company has complied with Provisions of section 269 of the Act, with regard to appointment of Managing Director. However the return pursuant to Sec. 269(2) is pending for approval. 16. The company has not appointed any sole selling agents during the financial year. 17. Subject to clause 15 above, the company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year. 18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder. 19. The company has riot issued any shares during the financial year. 20. The company has not bought back any shares during the financial year. 21. There was no redemption of preference shares or debentures during the financial year. 22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The company has not invited/accepted any deposits including any unsecured loans falling within the purview of section 58A during the financial year. 24. The company, has not made any borrowings during the financial year ended March 31, 2010. 25. The company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. The company has not altered the provisions of the Memorandum with respect to situation of the companys registered office from one state to another during the year under scrutiny. 27. The company has not altered the provisions of the Memorandum with respect to the objects of the company during the year under scrutiny. 28. The company has not altered the provisions of the Memorandum with respect to name of the company during the year under scrutiny. 29. The company has not altered the provisions of the Memorandum with respect to share capital of the company during the year under scrutiny. 30. The company has not altered its Articles of Association during the year. 31. There was no prosecution initiated against or show cause notices received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year, for offences under the Act. 32. The company has not received any money as security from its employees during the financial year. 33. The company has not constituted any Provident Fund attracting provisions of Sec.418 of the Companies Act, 1956. Place: Ernakulam Sd/- Date : 01.09.2011 Name of Company Secretary-K.P.Thomas CP. No.8886 Annexure A to my report dated 01.09.2011 Registers as maintained by the Company 1. Register of Members u/s 150/151 2. Register of Directors u/s 303 3. Register of Directors shareholding u/s 307 4. Minutes book of Board, committees and General Meetings u/s 193 5. Book of Accounts u/s 209 6. Register of Transfer of Shares u/s 108 7. Register of Charges u/s 143 8. Register under section 301. Note: The company has not maintained the following registers as it was informed that there were no entries/transactions recorded thereon: 1. Register of Deposits u/s 58A 2. Register of Securities Bought back u/s77A 3. Register of Debenture holders u/s 152 4. Foreign Register of members or Debenture holders u/s 157 5. Register of investments or loan made u/s 372A 6. Register of Renewed and Duplicate certificates 7. Register of Destruction of records ANNEXURE B Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending 31.03.2011 Forms no./ Filed under For Date of A B returns Section Filing Form 23 220 Year ending 22.10.2010 Yes No AC&ACA 31/3/2010 Form 20B 159 -do- 28.12.2010 No Yes Form 66 383(A) Compliance 21.10.2010 Yes No Certificate Form 23 192 Resolution 28.12.2010 No Yes Form 25C 269(2) Re-appointment 02.05.2011 No Yes of M.D. Form 32 303(2) Cessation 17.12.2010 No Yes of Director Form 32 303(2) Appointment 17.12.2010 No Yes of Directors A = Whether filed with in prescribed time Yes/No B = If delay in filing whether requisite additional fee paid Yes/No Note: Forms/Returns mentioned above were filed at the MCA21 e-filing of the office of the Registrar of Companies. MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure and Development Our Company was incorporated in 1990 for setting up a modern seafood factory for the processing and export of value added marine products to foreign countries. Over the last decade the organized corporate sector has become increasingly involved in preservation, Processing and export of coastal fish. With the liberalized policy, fish processing sector has been attracting more foreign investment. Countries to which a major portion of seafood is destined are becoming increasingly discerning and quality conscious. There is an all round realization at every level that quality production of international standards is the watchdog for survival now. IREL was conscious about maintenance of quality from the very inception of the Company. Opportunities/Risks Proximity to cochin Port is a vital opportunity to the Company. The Company is largely dependent on natural sea caught material. The risk involved is availability of raw material would depend upon the seasons. The company is registered with BIFR as a sick unit since 2003 and has been non operational. The companys revival proposal is pending for approval. The future of the company depends on implementing the revival scheme. The management is trying their best for early restarting of operations. Internal Control System and their adequacy Company has been maintaining adequate internal control systems commensurate with the size and volume of the business with respect of the business with respect to the purchase of stocks, raw materials, plant & machinery, other assets and sale of goods. Financial Performance Details of financial performance are disclosed in the Directors Report. As the company is is sick and non operative for a long time, these results have no direct relevance to the operations of the company. Industrial relation and human resource management Your management firmly believes that success of any organization comes from good Human Resources. Employees are considered as important and valuable assets of the organization. However, as the company continued to be non operative due to lock out, the industrial relations scenario can not be reported as good. For and on behalf of the Board of Directors Sd/- Sd/- T F Aji Xavier T A Mohammed Kutty (Director) (Managing Director) Place: Aroor Date : 01.09.2011