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Directors Report of RNB Industries Ltd.

Mar 31, 2015

Dear Members'

The Directors have pleasure in presenting their 21st Report on the business and operations of the Company together with the Audited Results for the Financial year ended 31st March,2015

Consolidated Financial results

(Amt in Rs.)

Particulars 2014-15 2013-14

Gross Income : Rs. 3,094,268.00 Rs. 16,990,584.00

Total Expenditure: Rs 25,980,498.00 Rs 15,918,092.00

Profit/(Loss) before Tax (Rs 22,886,230.00) Rs. 1,072,492.00

Profit /(Loss) after tax (Rs.22,999,880.00) Rs. 731,448.00

Operations: Future Outlook

Your Company continues to implement its strategy to concentrate on its core business and geographies and to develop a right product mix well suited for its markets. Your Company remains committed to invest in the development of supporting infrastructure in its core markets to match the global standards thereby providing a healthy and safe lifestyle.

The Securities and Exchange Board of India(SEBI) has notified the SEBI( Real Estate Investment Trusts) Regulations ,2014 ( REITS),guidelines and the Finance Ministry has rationalized the tax structure for these instruments to a great extent

With the introduction of REITs and the demand for residential products showing early signs of improvement, Your Company remains committed to achieve a robust, conservative capital structure by matching long-term capital with long term assets, reducing debt on the books, thereby improving both the quality and pricing of the debt.

Your Directors are confident that the business of the Company will increase manifold in years to come.

Dividend

Your Directors express their inability to declare any Dividend for the Financial Year under review.

Fixed deposits

The Company has not accepted /renewed any Public Deposits during under review.

Listing at Stock Exchange

The Equity Shares of your Company are listed on BSE

Corporate Governance

Your Company is committed to transparency. Report on Corporate Governance is separately enclosed together with the Certificate issued by Md. Adil Hassan, Chartered Accountants with regard to compliance of Clause 49 of the listing agreement entered into with the stock exchanges.

Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Act, your Directors confirm that:

(i) In the preparation of the annual accounts , the applicable standards had been followed along with proper explanations relating to material departures';

(II) the Directors have 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 as at 31st March,2015 and the profit and loss of the Company for that period;

(III)the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) The Directors have prepared the annual accounts on a going concern basis;

(V) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(VI)The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

The composition of the Audit Committee is provided in the Corporate Governance report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

Auditors'

M/S. Ray & Ray, Chartered Accountants, Statutory Auditors holds office until the conclusion of the forthcoming Annual general meeting and are eligible for re-appointment. Certificate from the Auditors' has been received to that effect that their appointment, would be within the limits prescribed limits under Section 143(3) ( g) of the Act and they are not disqualified for re-appointment.

Secretarial Auditor

The Board has appointed Debashis Mukho padhay, practicing Company secretary to conduct Secretarial Audit for the year 2014-15. The Secretarial Audit Report for the Financial year ended 31st March,2015 does not contain any qualification, reservation and adverse remarks.

Directors

The Independent Director have submitted declaration that they meet the criteria of Independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

Board Evaluation

The evaluation of the Board, Committees and individual Directors was carried out based on structured questionnaire encompassing parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the company and its minority shareholders etc. Further, details on performance evaluation along with familiarization programme are covered under the Corporate Goverance Report.

Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Board has constructed a Risk Management Committee, to frame, implement and monitor risk management plan of the company. The Audit Committee also oversight in the areas of financial risk and control.The Company's internal control system is commensurate with the nature , size and complexities of operations. The Company is

continuously reviewing the internal financial controls and risk management process to further strengthen the same.

Personnel Relations:

Personnel relationship has been cordial during the year under review.

Particulars of Employees:

Particulars of Employees as requires to be reported under Section 134 of the Act is: NIL

Conservation of Energy technology absorption and Foreign Exchange:

Conservation of Energy - NIL

Technology absorption - NIL

Foreign Exchange Earnings - NIL

Auditors Qualifications:-

a) An amount of Rs 3,79,37,544 (included in Advance from customers under Note 5) collected by Vibgyor Housing Limited (VHL) for sale of flats/ shops of King's Residency Project from 39 customers was assigned to the Company by VHL through a Deed of Assignment dated 30th March 2014. As informed to us, the project will now be looked after by the Company till completion vide Project Partnership Agreement dated 19.02.2014 entered into between the Company (co-developer) and Ria Enterprise (developer). The said amount is debited to VHL and credited to Liabilities in the financial statements of the company. Of the 39 customers whose balances were transferred in the books as indicated above, individual agreements were entered into by the Company with only 22 customers having balance aggregating Rs 2,14,67,935. We have neither received any confirmation of balances from the remaining 17 customers nor have any individual agreement with them by the Company made available to us which disables us from verifying the nature and purpose of these advances. In this context Notes 21A & 21B to the Financial Statements may please be referred to.

b) Note No. 20 regarding non-provision of SEBI demand of Rs 1,75,000.

Management's Reply:-

1. The Company has undertaken Project Partnership Agreement on 19.02.2014 With Vibgyor Housing Limited. In compliance of the agreement, all the assets and liabilities pertaining to the said project has been transferred and the Company has continuously served its customers without any complaints.

2. The Company has been making persuasive efforts to settle the issue with the SEBI.

Acknowledgements

Your Directors wish to place on record their appreciation for the bankers, institutions, shareholders, customers for their continued support.

Place: Kolkata On behalf of the Board

Date : 01.09.2015 For RNB Industries Limited

Nargis Bhadra

Managing Director


Mar 31, 2014

The Members,

RNB Industries Limited,

Kolkata.

The Directors of your Company have pleasure in presenting their Twentieth Annual Report together with the Audited statement of accounts for the year ended 31st March 2014.

Financial results

(Amt in Rs.) Particulars 2013-14 2012-13

Gross Income 16,990,584.00 23,764,634.00

Total Expenditure 15,918,092.00 7,579,159.00

Profit/(Loss) before Tax 1,072,492.00 16,185,475.00

Profit /(Loss) after tax 731,448.00 12,980,066.00

Operations:

Your directors wish to inform that the total income of the company during the year under review stood at Rs 16,990,584/- as against Rs 23,764,634/- in the corresponding previous year. Due to bad situation of the market in the field of Real Estate and Infrastructure, we are not exception to it. During the year under review the Profit before tax stood at Rs 1,072,492/- as against Rs 16,185,475/- in the corresponding previous year.

Your Directors are confident that the business of the company will increase manifold in the forthcoming financial year 2014-15.

Dividend

Your Directors express their inability to declare any dividend for the financial year under review.

Public deposits

Your Company has not accepted any Deposits from Public during the year under report.

Corporate Governance

Your Company is committed to transparency. Report on Corporate Governance is separately enclosed together with the Certificate issued by the M/s. Ray & Ray, Chartered Accountants with regard to compliance of Clause 49 of the listing agreement entered into with the stock exchanges.

Directors'' Responsibility Statement

Your Directors Confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed:

ii) that the Directors have 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 as on March 31, 2014 and the Profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

Personnel Relations:

Personnel relationship has been cordial during the year under review.

Particulars of Employees:

Particulars of Employees as requires to be reported under Section 134 of the Act is: NIL

Conservation of Energy technology absorption and Foreign Exchange:

Conservation of Energy - NIL

Technology absorption - NIL

Foreign Exchange Earnings - NIL

Auditors:

M/s. Ray & Ray, Chartered Accountants, Kolkata, the Statutory Auditors of the Company retire at this Annual General Meeting and have shown their willingness to be re-appointed as Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the ensuing Annual general Meeting.

Auditors Qualifications:-

1. An amount of Rs. 4,00, 37,544 (included in advance from customers under Note 5) was collected by Vibgyor Housing Limited (VHL) for sale of flats/shops of Kings Residency Project from 48 customers. As Informed to us, the project will now be handled by the Company till completion vide Project Partnership Agreement dated 19.02.2014 between the Company (co-developer) and Ria Enterprises (Developer). Hence, the said amount is debited to VHL and credited to liabilities in the financial statement of the Company. There has been no agreement between the Company with the individual customers, in respect of project. Also refer Note No.21 of Notes of Accounts.

2. Note No. 20 regarding non-provision of SEBI demanded of Rs. 1,75,000.

3. We are unable to comment on the extent of recovery of doubtful Trade Receivables amounting to Rs. 79,29,926 on account of reasons indicated in Note No. 19 of the Notes to accounts.

Management''s Reply:-

1. The Company has undertaken Project Partnership Agreement on 19.02.2014 With Vibgyor Housing Limited. In compliance of the agreement, all the assets and liabilities pertaining to the said project has been transferred and the Company has continuously served its customers without any complaints.

2. The Company is confident that no negative order shall be given by adjudicating officer appointed by SEBI pertaining to certain violations for 2003-04. Hence, No provisions has been made in the accounts for the same.

3. The Company has been making persuasive efforts and is confident that the same shall be realised in full from the trade receivables in the current financial year 2014-15. Hence, No provision in this regard has been deemed necessary.

Acknowledgements

Your Directors wish to place on record their appreciation for the bankers, institutions, shareholders, customers for their continued support.

Place: Kolkata On behalf of the Board Date: 04.09.2014 For RNB Industries Limited Managing Director


Mar 31, 2012

The Directors of your Company have pleasure in presenting their Eighteenth Annual Report together with the Audited statement of accounts for the year ended 31st March 2012.

Financial results

(AmtinRs.)

Particulars 2011-12 2010-11

Gross Income 760,240.00 1,044,921.00

Total Expenditure 713,332.02 1,002,844.21

Profit/(Loss) before Interest & Depreciation 46,907.98 42,076.79

Profit/(Loss) aftertax 38,036.98 34,275.79

Operations:

Your directors wish to inform that the total income of the company during the year under review stood at Rs 760,240/- as against Rs 1,044,921/- in the corresponding previous year. The Company has initiated various cost cutting measures which resulted into the increase of Profit before Tax by 11% approx. During the year under review the Profit before tax stood at Rs 46,908/- as against Rs 42,077/- in the corresponding previousyear.

Your Directors are confident that the business of the company will increase manifold in the financial year 2012-13.

Dividend

Your Directors express their inability to declare any dividend for the financial year Public deposits

Your Company has not accepted any Deposits from Public during the year under report.

Corporate Governance

Your Company is committed to transparency. Report on Corporate Governance is separately enclosed together with the Certificate issued by the Mr. A. Chopra & Co., Chartered Accountants with regard to compliance of Clause 49 of the listing agreement entered into with the stock exchanges.

Directors' ResponsibiIity Statement

Your Directors Confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed:

ii) that the Directors have 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 as on March 31,2012 and the Profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care 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) that the Directors have prepared the annual accounts on a going concern basis.

Shifting of Registered Office:

To carry on business of the Company more economically and efficiently, the Board of Directors have decided to shift the Registered Office of the Company from Old No.3, New No.5, Kuppuswamy Street, T. Nagar,Chennai-600017 to "Vibgyor House" P-25, CIT Road, Kolkata-700014 during the year under review. The approval of the Shareholders have also been taken through Postal ballot. Your directors are pleased to inform you that the Company Law Board, Southern Regional Bench, Chennai vide order dated 13.04.2012 have approved the Shifting of Registered Office.

Admission of securities of the Company with CDSL:

For the sake of convenience and transparency to the Shareholders, investors and other stakeholders, we have admitted our securities with Central Depository Services (India) Limited during the year under review.

Personnel Relations:

Personnel relationship has been cordial during the year under review.

Particulars of Employees:

Particulars of Employees as requires to be reported under Section 217(2A) of the Act is: NIL

Conservation of Energy technology absorption and Foreign Exchange:

Conservation of Energy - NIL

Technology absorption - NIL

Foreign Exchange Earnings - NIL

Auditors:

M/s. A. Chopra & Co., Chartered Accountants, Kolkata, the Statutory Auditors of the Company retire at this Annual General Meeting and have shown their willingness to be re-appointed as Statutory Auditors of the Company from this Annual General meeting till the conclusion of the next Annual general Meeting.

Acknowledgements

Your Directors wish to place on record their appreciation for the bankers, institutions, shareholders, customers for their continued support.

Place: Kolkata

On behalf of the Board

Date: lstSeptember'2012 Chairman-cum-Managing Director


Mar 31, 2010

The Directors of your Company have pleasure in presenting their SIXTEENTH Annual Report together with the audited statement of accounts for the year ended 31st March 2010.

Financial results

Rs. in Lacs

Particulars 2009-10 2008-09

Gross Income 18.02 18.34

Total Expenditure 16.27 18.05

Proflt/fLoss) before Interest & Depreciation 1.75 0.29

Profit / (Loss) after tax 1.75 0.29

Business Outlook

Your directors are glad to report about the commencement of operations and they are confident that the Company would report an improved performance next year.

Dividend

Your Directors express their inability to declare any dividend for the financial year. Public deposits Your Company has not accepted any Deposits from Public during the year under report.

Corporate Governance Your company is committed to transparency. Report on Corporate Governance is separately enclosed together with the Certificate issued by Mr.L Narayanan, Chartered Accountant with regard to compliance of Clause 49 of the listing agreement entered into with the stock exchanges.

Directors Responsibility Statement

Your Directors Confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed:

ii) that the Directors have 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 as on March 31, 2010 and the Profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care 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) that the Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. B.Sriram and Mr. Ravindran Ramoji Directors retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions in this regard have been placed before you for approval.

Personnel Relations

Personnel relationship is always cordial in your company. Particulars of Employees

Particulars of Employees as requires to be reported under section 217(2A) of the Act is: NIL

Conservation of Energy technology absorption and Foreign Exchange

Conservation of Energy - NIL

Technology absorption - NIL

Foreign Exchange - NIL

Auditors

Mr.L.Narayanan, Chartered Accountant, Salem, retire at the Annual General Meeting of the Company and being eligible offer himself for re-appointment Consequent to this he is reappointed from the conclusion this Annual General meeting till the conclusion of the next Annual General Meeting.

Acknowledgements

Your Directors wish to place on record their appreciation for the shareholders for their continued support,

Place: Chennai

Date: 24th May 2010

(P.B. Ramoji) (K.V. Gopalakrishnan)

Director Whole Time Director


Mar 31, 2003

The Directors have immense pleasure in presenting the Nineth Annual Report and Audited Accounts of your Company for the year ended 31st March 2003.

1 (a).FINANCIAL RESULTS Rs. in Lacs

Particulars 2002-2003 2001-2002

Gross Income 4.94 0.99

Total Expenditure 1.45 1.18

Profit/(Loss) before Interest & 3.49 (0.19) Depreciation

Interest 0.00 0.00

Depreciation 4.79 0.00

Profit/(Loss) after Interest (1.30) (0.19)

(b). Your Company has faced serious difficulties in running the poultry unit since the cost of operations continue to be more than the net realization. The Gross Income of Rs. 4.95 Lacs for the year generated from sale of paddy and other yields from the trees planted in our land. Your directors are considering changing the line of activity and looking out for profitable business. Suitable amendments will be made to the objects of the Company.

2. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors Confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed:

ii) that the Directors have 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 as on March 31, 2003 and the profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care 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) that the Directors have prepared the annual accounts on a going concern basis.

3. DIVIDEND

Your Directors do not recommend the payment of any dividend for the period under review as the company has no distributable surplus.

4.PUBLIC DEPOSITS

Your Company has not accepted any Deposits from Public within the meaning of Section 58 A of the Companies Act, 1956, and the rules framed there under.

5.CORPORATE GOVERNANCE

The Company has not complied with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement Your Directors assure that the conditions of Corporate Governance will be complied before the Next Annual General Meeting.

6. COMPANY SECRETARY

Your Directors have taken steps for appointment of a Whole time Company Secretary.

6.AUDITORS

M/s. Narayanan & Ramesh, Chartered Accountants, Salem, retire at this Annual General Meeting and are eligible for Re-appointment.

7. INVESTMENTS

Your Directors wish to state that the investments are made in Equity Shares of Agrimas Chemicals Limited, Which is yet to be registered in Companys name.

8. LAND

Land reflected in the Balance Sheet were held in the name of the Directors of the Company. The Company is in the process of registering the lands in Companys name. Land measuring 19.25 Acres has already been registered in Companys name.

9. DEPRECIATION

Fixed Assets reflected in the Balance Sheet is valued at Cost. No Depreciation is provided as the company incurred losses over the years.

10. PARTICULARS OF EMPLOYEES

Particulars of Employees as required to be reported as per section 217(2A) of the Act is: NIL

11.Earnings in Foreign Exchange : NIL

12.Expenditure in Foreign Currency : NIL

13. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for their devoed and valuable services rendered by staff and workers of the Company.

For and behalf of the Board

Sd/- (M. BHARATHY) Managing Director

Place : Salem Date : 6th June 2003

 
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