Orind Exports Ltd. के निदेशक की रिपोर्ट

Mar 31, 2011

The 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

Less: 8.22 1630.39

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 Company's turnover and margins are not satisfactory due to the inability of Orissa Industries Ltd to supply refractoriness against Company's orders. Due to liquidity crunch faced by it, OIL has not been able to repay the Company's advances.

As on 31st March 2011 your company's 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

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 . lor the preparation o 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.

iii. 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. KD as gupta 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.

it. 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

---

Mar 31, 2010

The Directors hereby present you the 17th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

(Rs. In Lac)

Financial Results : 2009-10 2008-09

Gross Revenue 124.47 70.79

Profit before depreciation,

Interest, Tax and provisions (1629.78) (85.93)

Less :

- Depreciation 0.57 0.77

- Interest & Financial Charges 0.04 0.61 0.24 1.01

Profit before Tax (1630.39) (86.93)

Less : Provision for Tax :

Current Year - 13.14

Provision for Tax for

earlier years - 16.80

Fringe Benefit Tax - 0.63

Deferred Tax 38.38 38.38 (38.83) (8.26)

Profit/(Loss) after Tax (1668.77 (78.67)

Balance Brought forward from earlier year 103.55 182.22

Transferred to General Reserve -- --

Balance carried to following year (1565.22) 103.55

DIVIDEND

In view of the loss, the Directors regret their inability to recommend any dividend. BUSINESS REVIEW:

In the international market the demand and consumption of refractory have shrinked due to global recession. Further the international market is flooded with low cost refractories product from China resulting in very low margins for products exported from India. However, as Government of India has taken corrective steps to control and curtail the economic slowdown in India, it is expected that steel industry may gradually tide over the present crisis which may, in turn, make an impetus to increase the demand of refractory in indigenous market in near future. But the export market has been very adversely affected during the year.

The Management has undertaken efforts to chalk out a Business plan involving the following main areas.

1. To carry on international trading of refractory products having tie-up with manufactures in China,

2. To develop Total Refractories Management (TRM) which envisages supply and maintenance involving refractory products,

3. To trade in required raw material for refractory undertaking and

4. To enter into mining business.

Your Companys turnover and margins are not satisfactory due to the inability of Orissa Industries Ltd. (OIL) to supply refractories against Companys orders. Due to liquidity crunch faced by it, OIL has not been able to repay the Companys advances. The management of your Company, has, therefore, been advised to take appropriate steps legal or otherwise to recover the dues of your company from Orissa Industries Ltd, (OIL), since OIL has not been able to adhere to the schedule of payment stated in the Modified Draft Rehabilitation Package sanctioned by Honble BIFR. Your Company is in the advanced stage in promoting a Company known as Magnesite Minerals Ltd (MM Ltd) which has mining business. It had a magnesite mine at Pithoragarh. The Company faced several problems and was registered as a sick unit with BIFR after its net worth eroded fully. However, the mines owned by MML has huge potential with the demand for magnesite going up. The valuation of the unit has gone up substantially in recent times. It has already been proposed by OIL to take over the mining business. Steps are being taken to carry on due diligence exercise in respect of the entire aspects of the mining business and to ascertain the value of the deposit/mining business.

As on 31st March 2010, your companys paid up capital was of Rs. 1461.66 lakhs.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis report as required under the Listing Agreement with Stock Exchange is enclosed vide- Annexure A.

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 following are furnished as separate annexure forming part of this Directors Report :

Report on Corporate Governance tegether with the Auditors Certificate on the compliance of conditions of Corporate Governance (Annexure - B).

Certificate from Chief Executive Officer/Chief Finance Officer regarding the financial statements presented to the board (Annexure - C).

Declaration regarding Compliane with Code of Conduct (Annexure - D).

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 2009-10 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, 2010 and of the loss - AB of the Company for the year ended on 31st March, 2010.

iii. 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.

DIRECTORS

Sri J. K. Jhunjhunwala & Sri K. K. Taneja retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves 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 Panda-5100 shares; Sri K. K. Taneja-3000 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 Accounatants, 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 Goverments, Banks and Business Constituents, Members & Employees for their cooperation and assistance.

For and on behalf of the Board of Directors

Dated : 18th November, 2010 K. K. Panda

Kolkata Managing Director & CEO