rnb industries ltd Auditors report


To

The Members of

RNB Industries Limited

(Formerly known as Bio White gold Industries Limited)

Report on the Financial Statements

We have audited the accompanying financial statements of RNB INDUSTRIES LIMITED (Formerly known as BIO WHITEGOLD INDUSTRIES LIMITED ) ("the company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the financial statements.

Basis for Qualified Opinion

1. We are unable to offer our comment in respect of the following: 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.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following Notes in the Notes to the Financial Statements: a)Note 19 regarding adjustment of Trade Receivables balance with the unpaid balance of Trade Payables b)Note 22 regarding advances given in the nature of loans in excess of prescribed limits as laid down in Section 186 of the Act. c)Note 30 regarding appointment of Chief Financial Officer.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2015 ("the Order"), issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 & 4 of the said Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought all the information and explanations and have obtained all information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except for the matters described in the Basis for Qualified Opinion paragraph.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the other matters included in the Auditor’s Report in accordance with Rule 11 of the companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigation which would impact its financial position. ii.The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii.There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

For RAY & RAY

Chartered Accountants

(Firm’s Registration No. 301072E)

(Asish Kumar Mukhopadhyay)

Partner

Membership No. 056359

Place: Kolkata

Date: 30th May, 2015

Annexure to Independent Auditors’ Report

(Referred to in Paragraph 1 of ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of such verification in a phased manner to cover all the items, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification during the period.

(ii) The Company does not have any inventory. Accordingly, provisions of Clauses (ii) (a), (b) and (c) of paragraph 3 of the aforesaid Order, are not applicable to the Company.

(iii) According to the information and explanation given to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of clauses (iii) (a) and (b) of paragraph 3 of the aforesaid Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there generally exists an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) According to the information and explanations given to us, the Company has not accepted any deposits during the year.

(vi) The maintenance of Cost records has not been specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

On the basis of the records of the Company and the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess which were outstanding as at 31st. March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty, of excise, value added tax and cess which have not been deposited on account of any dispute.

(c) There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company

(viii)The Company has accumulated losses as at the end of the financial year which exceeds more than fifty percent of its net worth. Further, the Company has incurred cash losses during the financial year covered by our audit. The Company has not incurred cash losses in the immediately preceding financial year.

(ix) The Company has no borrowings from financial institution and bank and the Company has no debenture holders. Accordingly, clause (ix) of paragraph 3 of the aforesaid Order is not applicable to the Company.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company has not raised any term loan during the year. Accordingly, Clause (xi) of paragraph 3 of the aforesaid Order is not applicable to the Company.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For RAY& RAY

Chartered Accountants

(Firm’s Registration Number :301072E)

Asish Kumar Mukhopadhyay

Partner

Membership No. 056359

Place : Kolkata

Date : 30th May, 2015