Orind Exports Ltd Directors Report

ORIND EXPORTS LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT TO THE SHAREHOLDERS Your Directors hereby present you the 18th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011. (Rs. in Lacs) Financial Results: 2010-11 2009-10 Gross Revenue 11.22 124.47 Profit before depreciation, Interest, Tax and provisions (7.60) (1629.78) Less: - Depreciation 0.43 0.57 - Interest & Financial Charges 0.19 0.62 0.04 0.61 Less: Provision for Tax: Current Year - - Provision for Tax for earlier years - - Fringe Benefit Tax - - Deferred Tax (0.08) (0.08) 38.38 38.38 Profit (Loss) after Tax (8.14) (1668.77) Add: Balance Brought forward from earlier year (1565.22) 103.55 Transfer to General Reserve - - Balance carried to Balance Sheet (1573.36) (1565.22) DIVIDEND: In view of inadequacy of loss, the Directors regret their inability to recommend any dividend. BUSINESS REVIEW: Your Companys turnover and margins are not satisfactory due to the inability of Orissa Industries Ltd to supply refractories against Companys orders. Due to liquidity crunch faced by it, OIL has not been able to repay the Companys advances. As on 31st March 2011 your companys paid up capital was of Rs. 1461.66 lakhs. Your company has reserve and surplus of Rs. NIL lakhs as on 31.03.2011. MANAGEMENT DISCUSSION & ANALYSIS REPORT Management Discussion and Analysis report as required under the Listing Agreement with Stock Exchange is enclosed vide -Annexure A CORPORATE GOVERNANCE Pursuant to the provisions contained in the revised clause 49 of the listing agreement, the company has taken requisite steps to comply with the various provisions stipulated in the same. The following are furnished as separate annexure forming part of this Directors Report: a. Report on Corporate Governance together with the Auditors Certificate on the compliance of conditions of Corporate Governance (Annexure-B) b. Certificate from Chief Executive Officer / Chief Finance Officer regarding the financial statements presented to the board (Annexure- C) c. Declaration regarding Compliance with Code of Conduct. (Annexure-D) EMPLOYEES STOCK OPTION SCHEME The Company does not have any stock option scheme for employees. SECRETARIAL COMPLIANCE REPORT The secretarial compliance report as given by the practicing Company Secretary for the Financial Year 2010-11 is enclosed herewith. (Annexure-E) DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that: i. for the preparation of the Annual Accounts, the applicable accounting standards have been followed. ii. appropriate accounting policies have been selected and applied consistently, and have 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, 2011 and of the profit of the Company for the year ended on 31st March, 2011. Hi. proper and sufficient care has been 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; iv. the Annual Accounts have been prepared on a going concern basis. PUBLIC DEPOSIT The Company during the year under report did not invite or accept any deposit from the public under section 58A of the Companies Act, 1956. LISTING OF SECURITIES The securities of the Company are listed on Bombay Stock Exchange Ltd. DIRECTOR Shri. S.K. Dasgupta retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. Directors hold following shares in the company as mentioned against each: Sri S K Dasgupta-2000 shares, Sri J K Jhunjhunwala-600 shares, Sri K K Taneja-3000 shares and Sri K K Panda-5100 shares. PERSONNEL There was no employee in respect of whom information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. AUDITORS M/s Ray & Ray, Chartered Accountants, Kolkata, retire at the completion of the Annual General Meeting and being eligible, offer themselves for reappointment. OTHER INFORMATION Particulars required to be furnished pursuant to Section 217 (1)(e) Companies Act. 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988: i. Part A and B of the Rules, pertaining to conservation of energy and technology & absorption, are not applicable to the Company since it is not engaged in any manufacturing or research & development activities. ii. Foreign Exchange earning & outgo: Foreign Exchange earning : Rs Nil Foreign Exchange outgoing : Rs Nil ACKNOWLEDGEMENT Your Directors are pleased to place on record their sincere gratitude to the Governments, Banks and Business Constituents, Members & Employees for their cooperation and assistance For and behalf of the Board of Director Place: Kolkata (K.K.Panda) Date : 5th August 2011 MD&CEO ANNEXURE-A MANAGEMENT DISCUSSION & ANALYSIS REPORT Industry structure and developments: Growth and performance of your Company, which is in refractory trade, is directly linked to the performance of Steel Industry as it is the largest consumer of refractory products. To sustain inflation, the prices of steel products are under constant watch of the Central Government. This has created an adverse impact on the cost of manufacture of allied products. However, there has been an increase in demand of steel in India and the neighboring countries. Opportunities, threats, risks and concern: By virtue of long experience and vast knowledge of refractory business, your management is confident that company will start benefiting from rising demand and stable prices of refractory products provided there has been input of funds by the promoters. Like any other business, refractory business is likely to have new entrants in view of the expanding markets. The industry is likely to witness a number of mergers, acquisition and consolidation. However, with the experience of the management and continuous thinking on its part, Your Directors are hopeful of meeting such challenges successfully. Segment wise performance: The turnover of the Company declined from Rs. 11.46 lakhs in the previous year to Rs 2.38 lakhs during the year under review. However, there are plans to take up Total Refractory Management contracts involving supply and maintenance of refractory products of consumers provided there has been adequate fund in hand. Internal Control Systems & Their Adequacy: The Company has introduced a proper internal control system commensurate with its size and nature of its business The internal control system has been reviewed from time to time by the Audit Committee of Board level. Steps are being taken to introduce a proper Internal Audit System with the growth of the business. Cautionary Statement: Some of the statements in this Management Discussion and Analysis, describing the Companys objectives, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results might differ substantially from those expressed or implied. The Company takes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events. For and behalf of the Board of Director Place: Kolkata (K.K.Panda) Date : 5th August 2011 MD&CEO