rei agro ltd Directors report

To the Members,

We are presenting the 22nd Board report along with the Audited Financial Results for the year ended 31st March 2016.

1. FINANCIAL AND PERFORMANCE REVIEW

Your Companys integrated models of operations right from procurement, maturing, processing, packaging, branding and distribution, had help the Company to offer a wide range of quality products to its consumers at the very competitive Prices. Your Company is a trusted name in the organised retail and unorganised retail markets. "Raindrops" flag ship brand of the Company is one of popular and trusted brand in FMCG Sector in India. However during last few years Company has faced financial liquidity crunch and due to shortage of working capital funds , processing units of the company were running with marginal capacity and the production was suspended in majority of the plants during the year under review due to which company has incurred substantial losses.

C in Lacs)

Particulars	2015-16	2014-15
Sales	52,179.67	1,85,576.61
Other Income	85.71	44.15
Total	52,265.38	1,85,620.76
Profit Before Interest and	(74,616.66)	(4,79,989.44)
Depreciation and Amortisation
(PBIDTA)
Less: Interest	18,539.46	31,498.87
Less: Depreciation	10,496.70	10,501.39
Profit Before Tax and	(1,03,652.82)	(5,21,989.70)
Exceptional items ( PBT)
Less: Exceptional items	10,020.81	2,74,40.15
Profit Before Tax ( PBT)	(1,13,673.63)	(5,49,429.85)
Less: Provision for Current Tax	-	-
Less: Prior Period Tax Payments	(6,060.12)	(-)
Profit after Tax (PAT)	(1,07,613.51)	(5,49,429.85)

During the financial year under review, turnover on standalone basis of the Company was of 52,179 lacs against turnover of 185,576 lacs in the immediate previous year. During the year under review, the Company has incurred loss of 107,613 lacs in comparison to the loss of 549,429 lacs in previous year.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERTATIONS IN FUTURE.

During the year under review, The Company has faced acute shortage of working capital funds, shortage of raw material at the manufacturing units and shutdown of the production units are some of the major challenges faced by the Company due to which the Company failed to utilized its capacity of its processing units even upto a breakeven level. Several banks started actions against the company under the provisions of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI ACT"). Beside these, below are the major happenings during the year under review.

CORPORATE DEBT RESTRUCTURING (CDR) SCHEME OF THE COMPANY

Various events had led the Company to face the financial difficulties and liquidity crunch in past years, which have been primarily the result of steep rise in the price of raw material coupled with reduction in sales volume, higher competition in the industry, overdue in debtor’s realisation, and economic slowdown etc.

Due to financial distress, Company has defaulted in payment of its obligations in respect of Banks/Financial Institutions/NCD holders, and almost all the bank accounts of your Company were declared NPAs. A Joint lender forum comprising all lenders of the Company was formed, led by UCO Bank. Thereafter a draft Corrective Action Plan (CAP) was submitted for consideration by the lenders and as required, the same was also sent to CDR Cell. Initially it was decided by a majority of lenders that restructuring of debts of your Company be undertaken to support your Company to come out of the present financial distress in accordance with the Reserve Bank of India (RBIs) Special Mention Accounts (SMA) guidelines dated 26 th February, 2014.

Your Company submitted a proposal for restructuring of its debts and it adhered to all parameters laid down by the lenders to test the need and efficacy of any proposal for restructuring of debts and the Company was hopeful and confident of support of the lender Banks but it came as a surprise to the Company when the lenders unilaterally decided that the debts of the Company could not be restructured and rejected the proposal submitted by the Company

PETITION BEFORE DEBT RECOVERY TRIBUNAL BY BANKS

Your Company had availed various working capital and term loan facilities from various banks. However, due to financial liquidity crunch being faced by the company from past few years, Company has defaulted in payment of its obligations in respect of Banks/Financial Institutions/NCD holders. Therefore, to recover the loans advanced by them to the Company, UCO Bank, J and K Bank Limited and IFCI Limited has filed petition to Debt recovery Tribunal (DRT) against the Company, which are being contested by your Company

NOTICES FROM BANKS AND FINANCIAL INSTITUTIONS UNDER PROVISIONS OF THE SECURITIZATION AND RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 ("SARFAESI ACT") Your Company has also received several demand and recall notices under the provisions of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI ACT") from several lending Banks calling upon your Company to forthwith pay the entire alleged principal and all accrued interest in respect of the various facilities aggregating to 5579.93 crores, failing which they would initiate steps for recovery.

Your Company also received Notices from Lenders under Section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI ACT"), calling upon your Company to discharge the alleged outstanding liability, failing which they would exercise their rights under Section 13(4) of the SARFAESI Act with respect to the secured assets. Your Company has challenged the legality and validity of these notices and is in consultation with its legal advisers to take other steps as may be advised by the legal advisors to protect your Company’s interests. However, State Bank of Bikaner and Jaipur, Karur Vysya Bank Limited and Andhra Bank has declared your company as wilful defaulter.

WINDING UP PETITION AGAINST THE COMPANY: United Bank of India (UBI) and Jammu and Kashmir Bank Limited has filed winding up petition against the Company upon the failure of the Company to repay their advances on due dates. Your Company is contesting the winding up petition and the matter is pending in the honourable High Court.

UBI is also a part of Joint Lender Forum and have also signed the

JLF Agreement on 24.06.2014.We believe that filing of winding up petition by UBI and the Jammu and Kashmir Bank Limited are against the spirit of restructuring .

REFERENCE TO THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

Upon erosion of entire net worth of your Company, your Company had become a Sick Industrial Company as per the provisions of Sick Industrial Companies (Special Provision) Act 1985 (SICA). Accordingly, Company has filed a Reference with the Board for Industrial and Financial Reconstruction (BIFR) which has since been registered as Case No. 85/2015 by the Hon’ble BIFR for adopting measures for the rehabilitation and revival of the Company. Reference of the Company is still pending with BIFR for preparation of a viable Scheme of the revival of the Company. Board for Industrial and Financial Reconstruction has special powers to deal with the sick units, therefore your company has also filed various Misc. Applications with Hon’ble BIFR

2. DIVIDEND

Your company has the legacy of paying dividends to its shareholders continuously for 14 years. However, during last few years, company has incurred losses and facing liquidity crunch, therefore Board of Directors has not recommended any dividend for the financial year 2015-16.

3. UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND)

Pursuant to Section 124 read with Sub Section (1) of section 125 of the Companies Act, 2013 , unclaimed dividend which remains unpaid for a period of seven years shall be transferred to Investor Education & Protection Fund. Accordingly, your Company has transferred all unclaimed dividend upto the year 2007-2008 to the said fund. Unclaimed dividend for the year 2008-2009 (Rs. 453,460.50) shall be transferred to the said fund before the due date.

It may be noted that upon the transfer of the unpaid/unclaimed dividend to the Investor Education & Protection Fund, members lose their right to claim such dividend. Therefore, Members are requested to claim the amount of Unpaid/unclaimed dividend for the year 2008-2009 and onwards.

4. TRANSFER TO RESERVE

During the year , your Company has not transferred any sum to any Reserves of the company

5. SUBSIDIARY/ ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

During the year under review, there were no companies, which have become or ceased to be the subsidiaries, associates or joint ventures of your company.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES

As on 31st March 2016, your Company had 5 (Five) wholly owned foreign subsidiaries namely; Ammalay Commoditiess JLT, UAE, Ammalay International PTE Ltd, Singapore and Holy Stars Ltd, Auckland Holdings Ltd and Orient Agro (M) Ltd., based in Mauritius,

Further, the Companies Act 2013 under the provisions of section 129(3) provides that where a Company has one or more subsidiaries, it shall, in addition to its financial statement, prepare a Consolidated Financial Statement of the Company and of all the subsidiaries in the same form and manner that of its own which shall also be laid before the Annual General Meeting of the Company.

However, the above said subsidiary companies have not submitted their financial statements for the year ended 31st March, 2016 which are required for the finalization of Consolidated Financial Statements of REI Agro Limited for the year ended 31st March, 2016. Due to this, REI Agro Limited has not been able to finalize/ prepare its Consolidated Financial Statements for the year ended 31st March, 2016. The delay in preparation of Consolidated Financial Statements is beyond the control of the Management.

Company will make available the said annual accounts and other related information of the subsidiary companies as and when available from these subsidiaries.

ASSOCIATE COMPANY AND JOINT VENTURES

As on 31st March 2016, your Company do not have any joint venture with any company, however it had only 2 (Two) Associate Companies, namely M/s Varrsana Ispat Limited and M/s Anagi Constructions Private Limited. A separate sheet containing the salient features of the financial statements of the subsidiaries and associate companies as required under section 129 of the Companies Act, 2013 in prescribed form is attached herewith as an Annexure "A" which forms part of this report

6. BUSINESS SEGMENTS

Your Company operates in two Business segments i.e. business of processing, trading and marketing of agro products and Generation

of power through Wind farm generators. However, your Company is not providing segment reporting for wind power generations as the total revenue, assets, profit or the capital employed in the wind power generation is less than 10 per cent threshold limits of revenue, result, and assets, which is required for reportable segment as provided in Accounting Standard 17 (AS 17)"Segment Reporting" issued by the Institute of Chartered Accountants of India (ICAI) / Company (Accounting Standards) Rules, 2006.

6.1 AGRO PRODUCTS

During the financial year 2015-16, revenue from sale of agro products was of 502.99 Crores as compared to revenue of 1832.25 Crores in the immediately preceding previous year from the sale of agro products.

During the stressful last year under review, in which the Company has faced severe liquidity crunch, shortage of raw material and lack of working capital funds, the Company was not able to utilize the installed capacity of its plants, export sales of the Company were reduced to 89 lacs against export sales of 9902 lacs during the immediately previous year. Though the export during the year are lower than the immediately preceding years, we believe that the consistent quality, better consumer engagements in past has earned a reputation to the Company and as and when our plants start running , we will regain our customers and provide momentum to the growth of the Company through quality exports.

6.2 WIND POWER PERFORMANCE

Your Company has its wind farms for power generation in the States of Rajasthan, Maharashtra, Tamil Nadu and Gujarat with a total installed capacity of 46.1 MW During the financial year 2015-16, revenue from the wind power generation was of 18.52 Crores.

All the Wind power generation farms are registered with United Nations Framework Convention on Climate Change (UNFCC) and expected to generate revenue through sale of Certified Emission Reduction (CER/Carbon Credits) in the future.

7. CREDIT RATING

In view of your company’s default in meeting its financial obligations, Credit and Analysis Research Ltd. (CARE) has revised the ratings, at present it has assigned "CARE D" rating to the long term and short term Instruments/ facilities of the Company.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on the management discussion and analysis as required under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this report

9. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance.

A report on Corporate Governance as stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. Requisite certificate from Practising Company Secretary, confirming compliances with the conditions of corporate governance as stipulated under the Listing Regulations, is attached to this report.

10. ENVIRONMENTAL ASPECT AND SOCIAL RESPONSIBILITY

Your Company continues to show its commitment for sustainable use of natural and non-renewal resources and for improvement in all aspects of the environment. Company pays special emphasis for plantation and preservation of trees. We use state of art technology in our plants to reduce waste and emissions of environment pollutants. To Promote optimum utilisation of available resources, Company has a rice husk based power plant for captive use thereby reducing dependence on Coal, oil etc. as fuel. The husk based power generation facilities are registered for Renewable Energy Certificates (REC). It is also to mention here again that the company has set up Wind Farms for power generation situated at Rajasthan, Maharashtra, Tamil Nadu and Gujarat, with a capacity of 46.1 MW which are registered with United Nations Framework Convention on Climate Change (UNFCC) and are capable of generating revenue through sale of Certified Emission Reduction (CER/ Carbon Credits).

QUALITY SAFETY, HEALTH

Your Company gives top most priority to the Quality of its products and Health and Safety of Consumers. Processing units of the Company are certified ISO 9001-2008 for the Quality Management Systems and ISO 22000- 2005 for milling of paddy, processing and packing of rice under Food Safety Management Systems.

Manufacturing and processing facilities of the Company are registered with U.S. Food and Drug Administration pursuant to the Federal Food Drug and Cosmetic Act as amended by the

Bioterrorism Act of 2002 and FDA food safety modernization Act, which indicates high standard in relation food quality and safety matters followed by the company.

11. BOARD OF DIRECTORS

At the beginning of the financial year under review, your Company has 5 (Five) Directors on its board, having a combination of Independent Non executive and Executive Directors which constitute a competent Board in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act,2013. However, during the year under review, due to sudden demise of one of Independent Non-Executive Director i.e. Sh. A. Chatterjee (DIN.- 00266151) on 04th August,2015 and resignations of Ms. Anishrava Agrawal (DIN: 00976083), Independent Non-Executive Woman Director of the Company we.f. 25th April,2015 and Dr. ING N.K Gupta (DIN no. 00032956), Independent Non-Executive Director w.e.f. 23rd November,2015, your Company had left with only two Directors on the Board of Directors of the Company, consisting of one independent non-executive Director and one Executive Chairman cum Managing Director at the end of the financial year ended on 31st March,2016

Further, after the registration of the reference of the Company with Hon’ble BIFR, the company has filed a "Misc. Application" with Honble BIFR to allow the Company to carry on its business and operations , including taking all decision in the matters of dealings and affairs of the Company with the existing Directors only

KEY MANAGERIAL PERSONNEL

During the year under review, there is no change (appointment or cessation) in the office of KMP.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declarations from all the Independent directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

DIRECTOR RETIRE BY ROTATION

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

The Company is not retiring any Executive Director on retirement on rotation basis in the ensuing Annual General Meeting and the Company has filed a application with Honable BIFR seeking their approval for maintaining the status quo on the position of Directors and to exempt the directors of the company, liable to retire by rotation till the Company is under BIFR.

a) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations , the Board of Directors required to carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. However at present situation company has not carried out any evaluation of Board of Directors, but directors at several meeting discussed and frame polices for the working of the Board of Directors of the Company.

b) REMUNERATION POLICY

The Board of Directors of the Company on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment including criteria for determining qualifications, of Independent Directors, Senior Management and their remuneration. Details of the remuneration and sitting fees paid to the directors are provided in Corporate Governance Report. Further, pursuance to Section 134(3)(e), the Nomination & Remuneration policy framed and recommended by the committee is attached herewith as an "Annexure-B" which forms part of this report

c) MEETINGS

During the year under review, 9 ( Nine) Meetings of Board of Directors and 1(One) Meeting of Independent Directors’ were held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

12. COMMITTEES OF THE BOARD

Your Company has constituted various committees in accordance with the requirements under provision of Companies Act, 2013 and Listing Regulations of the Stock Exchanges where shares are listed, However during the year under review, due to the resignations of the few Independent Directors from the Board of the Company, Company is left with only two Directors on the

Board of Directors of the Company, as a result no. of Directors on the Board of the Company falls below the minimum numbers required to constitute a competent Board of Directors and formation of Audit, and Nomination and Remuneration and Corporate Social Responsibility Committees as required under Companies Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In this regard, the Company has filed a Miscellaneous Application with the Hon’ble BIFR for exempting and allowing the Company to continue its working with two Directors only till the time Company is under BIFR or as may be directed by the Hon’ble BIFR.

Below are the Committees constituted by the Company:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Share Transfer Committee

d. Shareholders’/Investors’ Grievance Committee

(Stakeholders’ Relationship Committee)

e. Corporate Social Responsibility Committee

f. Risk Management Committee

The details with respect to the compositions, powers, duties etc of the above mentioned committees are mentioned in the Corporate Governance Report which forms part of this Annual Report.

13. RISK MANAGEMENT POLICY

Your Company has laid down procedures to inform members about the risk assessment and minimization procedures, which are periodically, review.

14. VIGIL MECHANISM

The Company has put in place a codified system, which welcomes suggestions from employees at all levels who have access to the audit Committee members, and the Senior Management of the Company to report any kind of irregularity in the Company’s functioning or any unethical behavior or any kind of harassment or unequal treatment given to them. Company has always believed in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethics. Further, the whistle blower policy as framed by the company is disseminated on the company’s website: www reiagro.com

15. LOAN, GUARANTEE AND INVESTMENTS IN SECURITIES

During the financial year under review, the Company has not entered into any transaction in relation to Loans, Guarantees and Investments under the provision of Section 186 of the

Companies Act, 2013.

16. CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTY

During the year under review, Your Company has not entered into any contracts and arrangements with related parties as mentioned under Section 188(1) of the Companies Act, 2013,

Further, During the year, the company had not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions.

Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes to the Financial Statements attached herewith.

17. AUDITORS

A. STATUTORY AUDITORS

Pursuant to the provisions of section 139, 141 and other applicable provisions of Companies Act, 2013, M/s PK. Lilha & Co, Chartered Accountants, Kolkata were appointed as Statutory Auditors of the Company for a period of three years in the Annual General Meeting held on 30/09/2014. However, as per the provision of section 139 of the Companies Act, 2013, the appointment of auditors is required to be ratified by the members of the Company at every Annual General Meeting.

Therefore, the Board of Directors of the Company seeks consent of the members of the Company in the ensuing Annual General Meeting of the Company for the same.

AUDITORS’ REPORT

The Statutory Auditors of the Company for the financial statements of the Company for year ended on 31st March,2016

has issued a Audit report with qualified opinion for some transactions of the Company , below mentioned are the clarification issued by the Board of Directors to the Auditors in regard to their qualified opinion

1. During the year under review, Mr. Asoke Kumar Chatterjee one of the Independent Director of the Company expired on 04.08.2015 and subsequently another Independent Director Dr Ing Narpinder Kumar Gupta resigned on 23.11.2015. Thus the number of Directors on the Board of the Company reduced to Two {2} Directors only, which is not a Competent Board. Therefore, In this regard the Company has filed "Misc. Application" with Honble BIFR seeking their approval to allow the Company to act with only two existing Directors till the Company is in BIFR or per the order of Honable BIFR. Further Company has also submitted that it will get review all the results as placed before two Directors will be placed before the competent Board as and When Constituted.

2. Company has been facing financial crunch due to various reasons for the last two years and due to financial problems faced by the Company, it has failed to pay principal and interest due thereon to Banks / Financial Institutions on due dates, some of the Bankers thereafter have issued notices under provisions of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Further due to severe liquidity crunch faced by the Company, company has failed to get insurance to its assets.

3. Majority of the Loan accounts of the Company has turned NPA, As per banking regulations, banks are not charging any interest on NPA accounts hence the Company has not accounted the interest on said accounts, but qualified the same by way of Notes to reflect the present status.

4. Board of Directors submit that total strength of the employees of the Company has been reduced by more than 90% from the peak number of employees; therefore company used the estimation method for calculation for gratuity and leave encashment.

5. The company had provided Corporate Guarantee to the lenders for the borrowings by its wholly owned foreign Sub sidiary Comp any, i. e. Ammalay Commodities JLT and has shown in the contingent liabilities in the financial statements of the Company and in case the lenders fail to recover the amount from subsidiary by realizing their assets, the Company will make suitable provision for the liabilities towards the corporate guarantees.

6. As majority of the loan accounts of the Company has turned NPA, no such balance confirmation and /or Bank Statement were provided by the banks to the Company, in absence of which, the Company has not been in position to provide such statements to the Auditors.

7. The net worth of the company has been fully eroded and the Company filed a reference in terms of the provisions of section 15(1) of SICA with the Board for Industrial and Financial Reconstruction (BIFR) on 28th April, 2015 to study the reasons of Sickness and determination of measures to be adopted for revival of the Company, which as accepted by Honble BIFR vide its letter dated 3rd July, 2015 and same has been registered a case no. 85/2015 under the provisions of SICA. The revival and rehabilitation scheme for the Company is under process which outlines the measures for the revival and rehabilitation for continue the business of the Company as going concern.

B. SECRETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 , Your Company has appointed Mr. Astik Mani Tripathi, Practicing Company Secretary, Proprietor of M/s Astik Tripathi and Associates to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT

Secretarial Auditors of the Company, in their Audit report has

mentioned the following observations In this regard, Board of

Directors of the Company gave the following clarifications:

1. The Woman Director of the company has resigned from the Company during the Audit Period, however company has not appointed the Women Director after that during the audit period as per the provisions of section 149(1) of the Companies Act, 2013.

In this regard, Board clarified that during the year under review, Company has appointed Ms. Anishrava Agrawal (DIN no. 00976083) as an Independent Non-Executive Woman Director on the Board. However, due to some personal and unavoidable reasons, she was unable to continue and tendered her resignation during the year under review. Since then, Company is looking for the suitable candidates to fill the respective vacancy.

2. The company has not appointed Chief financial officer (CFO) during the audit period as per the provisions of section 203(1) of the Companies Act, 2013 and rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In this regard, Board clarified that the Company is in search of suitable candidate for the post of Chief Financial Officer of the Company

3. The Company has still not filed DIR-12 of Mr. NK Gupta as DIR-11 has been filed earlier for the purpose of resignation.

In this regard, Board clarified that due to resignation of Dr. ING N.K Gupta, Independent Non-Executive Director of the Company, number of Directors on the Board falls below the minimum statutory limit as prescribed under Companies Act, 2013 and therefore the Company is unable to file E-form DIR-12 with ROC

The Secretarial Audit Report for the FY 2015-16 is annexed herewith as "Annexure C".

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act, 2013 , with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

• In preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanations relating to material departures.

• 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 the affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.

• The Directors have prepared the annual accounts of the Company on a ‘going concern’ basis.

• The Directors had laid down the internal financial control that is followed by the company and these internal financial controls are adequate and were operating effectively. Internal Financial controls means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companies policies, the safeguarding of it s assets, the prevention and detections of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of financial information.

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

19. PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

20. LISTING AGREEMENT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was notified on September 2, 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company has entered into Listing Agreement with Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd.

21. PARTICULARS OF EMPLOYEES

The information showing names and particulars of employees of the Company pursuant to rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, In terms of Section 136 of the Act, the Annual Report of the company are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of subsection 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as an "Annexure D. "

22. SHARE CAPITAL AUDIT

• Pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 , certificates, on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company

• A Company Secretary-in-Practice, on a quarterly basis, carried out a Reconciliation of Share Capital Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company strives hard to take all measures to conserve energy and use the latest technology. The particulars relating to energy conservation, technology absorption, foreign exchange as required to be disclosed under section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rule,2014 are annexed as an Annexure ‘E’ and forms part of this Report.

24. CORPORATE SOCIAL RESPONSIBILITY

Your Company continues its legacy of working towards betterment of the weaker section and in its quest to serve the weaker section of the society pursued several initiatives for different sections of society to foster the feeling of sharing and caring.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Your Company has already constituted Corporate Social Responsibility Committee and also has framed a CSR policy in accordance to the Companies Act, 2013. Details of composition and working are provided in the relevant section on the Corporate Governance Report..However Your Company has suffered huge losses during last two years and as per the provisions of the Companies Act, 2013, Your Company is not require to spent any amount towards corporate social responsibility during the year under review.

25. EXTRACTS OF THE ANNUAL RETURN

Extract of Annual Return Pursuant to the Section 92(3) of the Companies Act, 2013 is annexed to this report as "Annexure F"

26. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the company’s policies, safeguarding of its assets, the prevention and detection of the frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of the reliable financial information

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory and secretarial auditors and external consultants, financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2015-16.

27. AWARDS AND RECOGNITION

During last Few years your Company have won many awards including the Global CSR Excellence& Leadership Award endorsed by World CSR Congress and Asian Confederations of Business for the best use of CSR practices in FMCG sector and was also been awarded the Asia Best CSR Activity award endorsed by Asian Confederations of Business in 2012-13 and during the year 2013-14 Raindrops, was awarded as No. 1 brands in Basmati rice category in Asia by Ibrands 360.

28. ACKNOWLEDGMENT

The Board place on record their appreciation for the assistance and co-operation received from various government authorities, stakeholders, bankers, vendors and members during the year under review. Directors also wish to thank all the employees for their contribution commitment, support and co-operation.

For and on behalf of Board of Directors

Sd/-	Sd/-
(Sandip Jhunjhunwala)	(K. D. Ghosh)
Chairman & Managing Director	Director
Place: Kolkata
Date: 29th August, 2016

annexure - a to the directors report

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures PART A: SUBSIDIARIES

(Information in respect of each subsidiary to be presented with amounts in )

Sl.No.	Particulars	Details
1.	Name of the subsidiary	Ammalay Commoditiess	Ammalay International	Holy Stars Ltd	Auckland Holdings Ltd	Orient Agro (M) Ltd
		JLT	PTE Ltd
2.	Reporting period for the subsidiary concerned, if different from the holding companys reporting period	NA	NA	NA	NA	NA
3.	Reporting currency and	Reporting	Reporting	Reporting	Reporting	Reporting
	Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	Currency- USD	Currency-USD	Currency-USD	Currency-USD	Currency-USD
		Exchange Rate- 66.2491	Exchange Rate- 66.2491	Exchange Rate- 66.2491	Exchange Rate- 66.2491	Exchange Rate- 66.2491
4.	Share capital	3679669	671778139	176877488	52106796	62921236
5.	Reserves & surplus	-	-	-	-	-
6.	Total assets	-	-	-	-	-
7.	Total Liabilities	-	-	-	-	-
8.	Investments	-	-	-	-	-
9.	Turnover	-	-	-	-	-
10.	Profit before taxation	--	-	-	-	-
11.	Provision for taxation	-	-	-	-	-
12.	Profit after taxation	-	-	-	-	-
13.	Proposed Dividend	--	-	-	-	-
14.	% of shareholding	100%	100%	100%	100%	100%

Notes:

1. Names of subsidiaries which are yet to commence operations- NIL

2. Names of subsidiaries which have been liquidated or sold during the year- NIL

PART B: ASSOCIATES AND JOINT VENTURES

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies

Name of Associate	Anagi Constructions Private Limited	Varrsana Ispat Limited
1. Latest audited Balance Sheet Date	25.08.2015	29.07.2016
2. Shares of Associate held by the Company on the year end
No.	1569336	12110242
Amount of Investment in Associates	173,599,948	2,712,448,160
Extend of Holding%	47.41%	48.74%
3. Description of how there is significant influence	Holding of shares more than 20% of the total share capital of the associate company	Holding of shares more than 20% of the total share capital of the associate company
4. Reason why the associate is not consolidated	-	-
5. Net worth attributable to shareholding as per latest audited Balance Sheet	314,255,328	1,32,11,57,442
6. Profit/Loss for the year	(180,840)	(1,725,276,155)
i. Considered in Consolidation	-	-
ii. Not Considered in Consolidation	-	-

Names of associates or joint ventures which are yet to commence operations.-NIL

2. Names of associates or joint ventures which have been liquidated or sold during the year.- NIL

	For and on behalf of Board of Directors
	Sd/-	Sd/-
Place: Kolkata	(Sandip Jhunjhunwala)	(K. D. Ghosh)
Date: 29th August, 2016	Chairman & Managing Director	Director

annexure - b to the directors report

Nomination and Remuneration Policy (Disclosure Pursuant to the provisions of section 134(2) and section 178 of the Companies Act, 2013) Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of "REI AGRO LIMITED" has constituted the Nomination and Remuneration Committee

Objective

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

Scope

This policy is applicable to Directors, senior management including key managerial personnel (KMP)

Role of the Committee

The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) To formulate criteria for evaluation of performance of Independent Directors and the Board.

c) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To recommend to the Board the appointment and removal of Directors and Senior Management.

e) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

f) To perform such other functions as may be necessary or appropriate for the performance of its duties.

Policy for appointment of Director, KMP and Senior Management

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding these positions may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

d) A whole time KMP of the company shall not hold office in more than one company except in its subsidiary company at the same time. However, a whole time KMP can be appointed as a director of any company, with the permission of the board of the company.

e) Person proposes to be appointed as the independent director shall qualify the criteria specified under the provisions of the Companies Act, 2013 and the Listing Agreement.

Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular

interval (yearly).

Policy relating to the Remuneration for the Directors, KMP and Senior Management Personnel

a) The remuneration / compensation / commission etc. to the Directors, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to the Managing Director/ Whole time director shall be in accordance with the provisions of the Companies Act 2013, and the rules framed thereunder from time to time.

c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the shareholders in the case of managing and whole time directors.

d) Remuneration payable to the independent and non-executing directors of the company shall be in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement

Miscellaneous

This policy shall be updated from time to time, by the Company in accordance with the amendments, if any, to the Companies Act,

2013, rules made thereunder, Listing Agreement or any other applicable enactment for the time being in force.

For and on behalf of Board of Directors

	Sd/-	Sd/-
Place: Kolkata	(Sandip Jhunjhunwala)	(K. D. Ghosh)
Date: 29th August, 2016	Chairman & Managing Director	Director

annexure - c to the directors report

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

REI Agro Limited

Everest House -46C,

Chowringhee Road,

Kolkata-700071

Date of Incorporation: 14/09/1994

Authorized Share Capital: 2,000,000,000.00

Paid up Share Capital: 1,357,984,954.00

We have conducted the secretarial audit of the compliance of applicable statutory provisions REI Agro Limited hereinafter referred to as ("the company’).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification ( documents furnished before us ) of the REI Agro Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st Day of March, 2016 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes except appointment of CFO , women Director and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

As important documents of the company has been taken by the authorities We have examined the available books, papers, minute books, forms and returns filed and other records maintained by REI Agro Limited (‘The Company) for the financial year ended on 31st Day of March, 2016 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (Applicable to the company during the audit period and company complied with the same)

iv Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the company during the audit period)The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Acf): -(Not applicable to the company during the audit period)

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h. The Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 1998;

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

( Applicable to the company during the audit period) as per the confirmation given by the management as minutes of company is taken over by the authorities.

ii. The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable; (Applicable to the company during the audit period)

iii. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The Woman Director of the company has resigned from the Company during the Audit Period, however company has not appointed the Women Director after that during the audit period as per the provisions of section 149(1) of the Companies Act, 2013.

2. The company has not appointed Chief financial officer (CFO) during the audit period as per the provisions of section 203(1) of the Companies Act, 2013 and rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

3. The Company has still not filed DIR-12 of Mr. NK Gupta as DIR-11 has been filed earlier for the purpose of resignation.

We further report that

As per the information furnished before us, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors, Including appointment of Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

As per the information furnished before us, adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that subject to the availability of the documents there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

	AstikTripathi and Associates
	Astik Mani Tripathi
	sd/-
	Proprietor
Place: New Delhi	FCS No. 8670
Date: 20.08.2016	C P No.: 10384

This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE- A

To,

The Members,

REI Agro Limited

Everest House -46C, Chowringhee Road, Kolkata-700071

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the management representations about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability nor of the efficacy of the effectiveness with which the management has conducted the affairs of the Company.

	AstikTripathi and Associates
	Astik Mani Tripathi
	sd/-
	Proprietor
Place: New Delhi	FCS No. 8670
Date: 20.08.2016	C P No.: 10384

annexure - d to the directors report

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The ratio of the remuneration of each director to the median remuneration of the employees for the Financial Year 32:1

2. The percentage increase in the remuneration of each director or KMP in the FY

During the year under review, no increment in the remuneration of Directors or KMP has been made by the Company

3. The percentage increase in the median remuneration of employees in the FY

During the year under review, no increment in the remuneration of employees has been made by the Company.

4. The number of permanent employees on the rolls of the Company There were 104 permanent employees on the rolls as on 31st March, 2016

5. The explanation on the relationship between average increase in the remuneration and the Company performance.

Not Applicable, as there is no increment in the remuneration.

6. Comparison of the remuneration of the KMP against the performance of the Company

During the year under review, no increment in the remuneration of KMP has been made by the Company as the Company is facing losses during last few Quarters.

7. Variation in the Market Capitalisation of the Company , price earning ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies.

During the year under review, total of the net worth of the Company was eroded due to losses, share prices of the Company were all-time at low level.

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Your Company is suffering from losses from last few quarters, therefore there was no increment in the remuneration of any of the employee including the Directors or KMP of the Company.

9. Justification of increase in managerial remuneration with that of increase in remuneration of other employees Not Applicable, as there is no increment in the remuneration.

10. Key parameters for any variable component of remuneration availed by the directors

The Remuneration & Perquisites of the Managing Director were approved by the members. Further the Non Executive and Independent Directors are getting only sitting fees for attending Board & Committee Meetings.

11. Ratio of remuneration of highest paid director to other employees who gets remuneration more than highest paid directors.

During the year under review, there were no employees in the Company who are getting remuneration more than that of the Directors.

12. Affirmation that the remuneration is as per the policy of the Company

The remuneration paid to the employees is as per the remuneration policy of the Company.

For and on behalf of Board of Directors

	Sd/-	Sd/-
Place: Kolkata	(Sandip Jhunjhunwala)	(K. D. Ghosh)
Date: 29th August, 2016	Chairman & Managing Director	Director

annexure - e

to the directors report

Information As Required Under Section 134(3)(m) of The Companies Act,2013 Read With Rule 8 of the Companies(Accounts)Rules, 2014 for the year ended 31st March, 2016 .

A. CONSERVATION OF ENERGY

I. The Steps Taken or Impact on Conservation of Energy

Energy conservation and optimum utilization of energy is a priority concern for the Company. Company has always emphasized on conservation of energy through better control and hi- tech monitoring, Company has installed energy saving features at the manufacturing facilities by which the user saves the power consumption to a considerable extent. Regular testing and maintenance of boiler feed pumps, ID pumps, reduces the energy consumption. Husk based power generation plant helped the Company to reduce power procured from the national grid.

II. The Steps Taken by the Company for utilizing alternate sources of Energy

During the year, Your Company has not taken any steps for utilizing alternate sources of energy. However the Company has been regularly using the husk based captive power plant established in the processing unit of the Company and the wind farms for power generation in the states of Rajasthan, Maharashtra, Tamil Nadu and Gujarat with a total installed capacity of 46.1 mw continue to generate power which is sold to state electricity Boards.

III. The Capital Investment on Energy Conservation Equipments

During the year, Your Company has not made any Capital Investment on Energy Conservation Equipments.

B. TECHNOLOGY ABSORPTION

i. The Efforts made towards technology absorption. - During the year under review no new technology is absorbed/used by the Company.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution. -Product improvement leads to product innovation and increase in market share.

iii. In case of Imported Technology (imported during the last three years reckoned from the beginning of the financial year). -During the last three financial years , Your Company has not imported any technology.

iv Expenditure incurred on Research and Development. No further expenses were incurred on Research and Development.

a. Company has given emphasis to research and development in order to deliver healthy and quality products. Quality Assurance Department (QA) always focused on providing products having superior aroma, enhancement of health and nutritional benefits to the consumers.

Company is using Bio- pesticides for insect killings, use of these bio-pesticides, in rice aging process reduces the health hazards which were earlier linked to use of toxic pesticides.

b. Benefits derived as a result of the above efforts:

Collective efforts of the R& D team and QA has increased to quality of the rice and grain size which leads to higher yields. Use of latest technology and comprehensive maintenance programmes reduces the energy costs and decrease the percentage of broken rice during the process.

c. Future plan of action:

Company has taken several measures to strengthen and develop and well equipped in-house R & D mechanism at the manufacturing unit facilities and testing laboratories’.

Expenditure on R & D

Sl.No.	Particulars	2015-16	2014-15
a.	Capital	NIL	NIL
b.	Recurring	NIL	NIL
c.	Total	NIL	NIL
d.	Total R & D	NIL	NIL
	Expenditure as %of total Turnover

Foreign exchange earnings and outgo:

A. Details regarding the exports are explained in relevant section of the Financial Statements of the Company.

B. Total foreign exchange earned and used:

(Rs. in Lacs)

S.no	Particulars	Amount
1	Foreign exchange earned	NIL
	(Export of goods and interest earned)
2	Foreign exchange outgo	NIL
3	Net foreign exchange earned	NIL

For and on behalf of Board of Directors

	Sd/-	Sd/-
Place: Kolkata	(Sandip Jhunjhunwala)	(K. D. Ghosh)
Date: 29th August, 2016	Chairman & Managing Director	Director