డైరెక్టర్ల నివేదిక Integrated Rubian Exports Ltd.

Mar 31, 2010

The Directors submit the 20th Annual Report of your Company together with Audited accounts for the financial year ended 31st March 2010.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Particulars Current Year Previous Year

Loss before interest & Depreciation 3,25 5.22

Interest 0.00 0.00

Depreciation & Amortization 0.00 0.00

Balance 3.25 5.22

Loss Brought Forward 1474.05 1468.83

Loss Transferred to Balance Sheet 1477.30 1474.05

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. 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 also submitted a modified revival proposal dated 06.09.2006 to the BIFR which is under progress.

DIVIDEND

In view of the losses your Directors regret their inability to recommend any dividend for the year.

DIRECTORS

Mr. T M Imtiaz retires at the Annual General meeting and, being eligible, seeks reappointment. Mr.Ajith Xavier T.F and Mr. Habeeb Aboobacker, for whom notices u/s. 257 have been received, are recommended to be appointed as directors at the Annual general meeting.

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.

SECRETARIAL COMPLIANCE

The secretarial compliance certificate in terms of section 383 A of the Companies Act is annexed.

FIXED DEPOSIT

The Company has not accepted/renewed any Fixed Deposits from Public for the year ended 31st March, 2010.

BOARD OF DIRECTORS

Director Shri. T.M. Imthiaz retires by rotation and being eligible offers himself for reappointment.

As per notices received u/s. 257. Mr. Ajit Xavier T.F and Mr. Habeeb Aboobacker are recommended for appointment as independent directors at the AGM.

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 report on Corporate Governance is given as Annexure to this Report. Certificate from Statutory Auditor regarding compliance of the Corporate Governance requirements by the Company is attached to the Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report, Annexure hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company remained non operative during the entire year, the information required to be provided under Section 217(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and Technology absorption etc. are not applicable. 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, 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

Place: Aroor T.M. Ahammed Rasheed T. A. Mohammed Kutty

Date: 1.09.2010 Director Managing Director