RNB Industries Ltd Directors Report

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 DebashisMukhopadhay, 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 WithVibgyor HousingLimited. In compliance of the agreement, all the assets and liabilities pertaining to the said projecthas been transferred and the Company has continuously served its customers without anycomplaints.

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