INTEGRATED RUBIAN EXPORTS LIMITED
ANNUAL REPORT 2010-2011
Regd. Office: Rubian Complex,
Aroor, Alappuzha. Pin 688 534
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
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
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
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.
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
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.
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
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.
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
CIN of the company : L51909KL1990PLC005718
Nominal Capital : Rs. 2000 Lakhs
INTEGRATED RUBIAN EXPORTS LIMITED,
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
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
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
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
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
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 company's 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
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
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
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
Form 20B 159 -do- 28.12.2010 No Yes
Form 66 383(A) Compliance 21.10.2010 Yes No
Form 23 192 Resolution 28.12.2010 No Yes
Form 25C 269(2) Re-appointment 02.05.2011 No Yes
Form 32 303(2) Cessation 17.12.2010 No Yes
Form 32 303(2) Appointment 17.12.2010 No Yes
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
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 company's 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.
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
T F Aji Xavier T A Mohammed Kutty
(Director) (Managing Director)
Date : 01.09.2011