rnb annual report 2013 - bombay stock exchange · contents page no. notice to the members ... and...

NINETEENTH ANNUAL REPORT2012-2013

If undelivered please return to:RNB INDUSTRIES LIMITED“Godrej Waterside” DP Block, Sector-V, Saltlake Electronic Complex, Kolkata-700091.

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RNB INDUSTRIES LIMITED

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CORPORATE INFORMATIONBOARD OF DIRECTORS

Chairman Mr. Girdhari Lal BubnaManaging Director Mrs. Nargis BhadraIndependent Director Mr. Bimal Kumar SuranaNon-Executive Director Mr. Jayanta Kumar PatnaikCompany Secretary & Compliance Officer Mr. Dharmendra Kumar

Statutory Auditors A.Chopra & co Chartered Accountants Kolkata

Bankers HSBC Bank Ltd

Lakshmi Vilas Bank Ltd

REGISTRAR & SHARE TRANSFER AGENTIntegrated Enterprises (India) Limited2nd Floor Kences Towers,1, Ramakrishna Street,North Usman Road,Chennai- 600 017É044-28140801-03

REGISTERED OFFICE:“Godrej Waterside” DP Block, Sector-V, Saltlake Electronic Complex,Kolkata-700091, West BengalÉ 033-40630292

IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs has taken a "Green Initiative in Corporate Governance" by allowing paperless compliances by Companies through electronic mode. In accordance with the Circular No. 17/2011 dated 21.4.2011 and Circular No. 18/2011 dated 29.04.2011 issued by the Ministry, Company can send NOTICE of AGM & Annual Report, to its shareholders through electronic mode to the registered e-mail address of shareholders. The full text of reports statements etc. will be available to shareholders on company's website and be sent to shareholders in physical form on request without any extra cost. Physical copies will also be available for inspection during office hours at registered office.

Contents Page No.

NOTICE TO THE MEMBERSNOTICE is hereby given that the Nineteenth Annual General Meeting of the Company will be held at Godrej Waterside, DP Block, Sector-V, Salt Lake Electronic Complex, Kolkata-700091 on Wednesday’ the 25th day of September’2013 at 11:00 a.m, to transact the following business:ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Statement of Profit and Loss for the financial year ended

31st March’ 2013 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors’ thereon.

2. To appoint a director in place of Mr. Bimal Kumar Surana, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint M/s. A. Chopra & Co., Chartered Accountants as auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to authorise by the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:-4. Appointment of Mr. Jayanta Kumar Patnaik as a Director

To Consider and if thought fit, to pass with or without modification(s), if any, the following resolution as an Ordinary Resolution:“RESOLVED that Mr. Jayanta Kumar Patnaik who was appointed as an Additional Director of the Company by the Board of Directors w.e.f 29th June’2013 and holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act’1956 (“the Act”), but who being eligible for appointment and in respect of whom the Company has received a notice in writing from a member under Section 257 of the Act, proposing his candidature for the office of the Director of the Company, be and is hereby appointed as Director of the Company whose office shall be liable to retire by rotation.”

5. Appointment of Mrs. Nargis Bhadra as a DirectorTo Consider and if thought fit, to pass with or without modification(s), if any, the following resolution as an Ordinary Resolution:“RESOLVED that Mrs. Nargis Bhadra who was appointed as an Additional Director of the Company by the Board of Directors w.e.f 29th June’2013 and holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act’1956 (“the Act”), but who being eligible for appointment and in respect of whom the Company has received a notice in writing from a member under Section 257 of the Act, proposing her candidature for the office of the Director of the Company, be and is hereby appointed as Director of the Company whose office shall be liable to retire by rotation.”

6. Appointment of Mrs. Nargis Bhadra as a Managing DirectorTo Consider and if thought fit to pass with or without modification(s), if any, the following resolution as Special Resolution:“RESOLVED that pursuant to Sections 198, 269, 309 and all other applicable provisions, if any, of the Companies Act’1956 (“The Act”) as amended or re-enacted from time to time, read with Schedule XIII to The Act, the Company hereby approves the appointment of Mrs. Nargis Bhadra as the Managing Director of the Company for a tenure of 3 (Three) years beginning from 1st July’2013 to 30th June’ 2016, upon the terms and conditions, including the remuneration to be paid in the event of inadequacy of profit in any financial year as set out in the explanatory statement annexed to the notice convening this meeting, with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner, as may be agreed between the Board of Directors and Mrs. Nargis Bhadra.”

By order of the BoardPlace: Kolkata for RNB Industries Limited Date: 30.08.2013 Dharmendra Kumar Company Secretary

NOTICE TO THE MEMBERS 1-4

DIRECTORS’ REPORT 5-6

REPORT ON CORPORATE

GOVERNANCE 7-11

MANAGEMENT DISCUSSION

AND ANALYSIS 12-13

AUDITORS CERTIFICATE 14

AUDITORS’ REPORT 15-17

BALANCE SHEET 18

PROFIT & LOSS 19

NOTES ON ACCOUNTS 20-24

CASH FLOW 25

ATTENDANCE SLIP 26

Visit us at: www.rnbindustries.com email Id: [email protected]

RNB INDUSTRIES LIMITED 19th Annual report 2012-2013 RNB INDUSTRIES LIMITED 19th Annual report 2012-2013

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1. 1.A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. All documents referred to in the accompanying notice and explanatory statement are open for inspection at the registered office of the Company on all working days except Saturdays and holidays between 11.00 A.M. and 1.00 P.M. upto the date of the Annual General Meeting.

3. The Register of Members and Share Transfer Books of the Company in respect of Equity Shares shall remain closed from Wednesday’ the 18th day of September’2013 to Wednesday, the 25th day of September’2013 (both days inclusive).

4. Members/proxies should fill in the Attendance slip for attending the meeting.

5. Shareholders are requested to bring their copy of Annual Report at the meeting.

6. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for convenience.

7. Members are requested to notify change of address, if any, with pin code quoting reference to their folio numbers immediately.

8. Information under clause 49 of the listing Agreement of the Stock Exchange with respect to the details of the Directors seeking appointment/re-appointment is given in the Annual Report/ Corporate Governance Report.

9. The Company’s Equity Shares are listed on:-

(a)Bombay Stock Exchange Ltd

Phiroze Jeejeebhoy Tower

Dalal Street, Mumbai-400001.

(b)Madras Stock Exchange Limited

30, Second Line Beach,

chennai-600001.

Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956

The following Explanatory Statement pursuant to Section 173 of the Companies Act,1956(“the Act”), sets out all material facts relating to the business mentioned at item Nos. 4 to 6 of the accompanying Notice dated 30.08.2013.

Item No.4

The Board of Directors (“the Board”) at its meeting held on June’ 29th, 2013 appointed Mr. Jayanta Kumar Patnaik as an Additional Director of the company, pursuant to Section 260 of the Act, and under Clause 85 of the Articles of Association of the Company. Under Section 260 of the Act, Mr. Jayanta Kumar Patnaik to hold office at this Annual General Meeting but is eligible for appointment as a director. Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr. Patnaik’s appointment as a director.

Mr. Patnaik, a post graduate in Political Science, has rich and valuable experience in the fields of Banking and Finance over 35 years of experience in one of the leading Nationalized Bank. He has been an able leader and the Company has been benefited from her valuable and substantial exposure in the Banking and finance matters.

The Board considers it desirable that the company should continue to avail the services of Mr Patnaik and accordingly commends the Resolution at item No. 4 for approval by the Members.

Item No. 5&6

The Board of Directors (“the Board”) at its meeting held on June’ 29th, 2013 appointed Mrs. Nargis Bhadra as an Additional Director of the company, pursuant to Section 260 of the Act, and under Clause 85 of the Articles of Association of the Company. Under Section 260 of the Act, Mrs. Nargis Bhadra to hold office at this Annual General Meeting but is eligible for appointment as a director. Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mrs. Bhadra’s appointment as a director.

Mrs. Bhadra, a commerce graduate, has rich and valuable experience in the business relating to real estste, security services and interior designing over 10 years of experience. She has been an able leader and the Company has been benefited from her valuable and substantial exposure.

The Board of Directors (“the Board”) at its meeting held on 29th June’2013 further appointed Mrs. Nargis Bhadra as the Managing Director of the Company w.e.f 1st July’2013 for a tenure of 3 (three) years at a remuneration mentioned below.

The Details terms and conditions made with the Managing Director are mentioned given below.

1. S A L A R Y:

Basic Salary of Rs. 1,60,000/- p.m (Rupees One Lac Sixty Thousand only) with such annual increments effective from 29th June, 2013 every year thereafter as the Board or the Committee of Directors may decide subject to the conditions as stipulated in Schedule XIII to the Companies Act, 1956.

2. COMMISSION :

Subject to the overall limits laid down in Section 198 and 309 of the Companies Act, 1956 such percentage of net profit of the Company or such quantum as may be decided by the Board Of Directors for each financial year.

3. PERQUISITES & ALLOWANCES:

The Managing Director shall also be entitled to following perquisites:

(I) House rent allowance of Rs 30,000/- p.m (Rupees Thirty Thousand only) shall be provided by the company.

(ii) Uniform Allowance of Rs. 10,000/- p.m (Rupees Ten Thousand only).

(iii) Contributions:- The Managing Director shall be entitled to Provident Fund, Superannuation Fund or Annuity Fund to the extent these contributions either singly or put together are not taxable under the Income Tax, 1961.

(iv) Utilities:- Re-imbursement for utilities such as gas, electricity, water with caretaker staff at residence.

(v) Medical reimbursement:- Re-imbursement of Medical expenses incurred for self and his dependant family members at maximum 1.5 (one and half months salary).

(vi) Gratuity:- Gratuity would be payable at a rate not exceeding half a month’s salary for each completed year of service subject to the maximum permissible amount under Payment of Gratuity Act, 1972.

(vii)Leave travel concession:- Leave travel concession shall be allowed once in a year by air travel, for self and family, in accordance with the Rules as may be specified by the Company.

(viii)Car:- Provisions of a Car with Driver for use for Company’s business.

(ix) Telephone:- Provisions of telephone at residence (including payment for local calls and long distance official calls) and a mobile phone. However personal long distance calls shall be billed by the company.

(x) Sitting Fees:- The Managing Director shall not be paid any sitting fees for attending any of the

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Meeting of the Board of Directors or Committee thereof from the date of appointment.

For the purposes of calculating the above ceiling, perquisites shall be evaluated as per Income Tax rules wherever applicable. In absence of any such rules, perquisites shall be evaluated at actual cost.

Appointment of Mrs. Nargis Bhadra is made in accordance with the provisions of Schedule XIII to the Companies Act, 1956. The information as desired to be provided to the shareholders in terms of clause (iv) at Part – B in Section II of Part – II of the Schedule XIII are as follows:

I. General Information :

(1) Nature of Industry: Information Technolgy

(2) Date or expected date of commencement of Commercial Production. : The Company is engaged in IT business since last so many years.

(3) Financial Performance based on given indicators: The Company’s performance is embedded in the Director's Report.

(4) Export performance and net foreign exchange collaborations: N.A.

(5) Foreign Investments or collaborators, if any: N.A.

II. Information about the appointee :

(1) Background details: Mrs. Nargis Bhadra is a dynamic entrepreneur involved in various business activities.

(2) Recognition or awards: Nil

(3) Job Profile and her suitability: Mrs. Nargis Bhadra is acting as Managing Director of the Company. She shall look after the day-to-day affairs of the Company and shall supervise the entire business functions of the Company reporting directly to the Board of Directors of the Company.

(4) Remuneration proposed: As per the draft agreement entered with her subject to the approval of the shareholders of the Company. The draft agreement shall be available for the inspection of the members on all weekdays during office hours.

(5) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: The remuneration proposed commensurate with the size and business of the Company and is also at par with the best of the industrial practices and norms.

(6) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial person, if any: Nothing specific.

III. Other Information :

(1) Reasons of loss or inadequate profit: The Company’s performance depends upon the current scenario of the market and it fluctuates accordingly.

(2) Steps taken or proposed to be taken for improvement: We have taken various steps to improve our current situation including looking the area for diversification.

(3) Expected increase in productivity and profits in measurable terms: The Company is expecting to increase its turnover and profits significantly in the long term.

The draft agreement proposed to be issued shall be available for inspection to the members on all working days during office hours. None of the Directors of the Company in general except Mrs. Bhadra in her personal capacity is interested in the resolution. Your Directors recommend the resolution for your approval.

The Board considers it desirable that the company should continue to avail the service of Mrs. Bhadra and accordingly rcommend the Resolution at item No.5 &6 for approval by the Members.


DIRECTORS’ REPORTTo

The Members,

RNB Industries Limited,

Kolkata.

The Directors of your Company have pleasure in presenting their Nineteenth Annual Report together with the Audited statement of accounts for the year ended 31st March 2013.

Financial results

(Amt in Rs.)

Particulars 2012-13 2011-12

Total Revenue 23,764,634.00 760,240.00

Total Expenditure 7,579,159.00 713,332.00

Profit/(Loss) before Tax 16,185,475.00 46,908.00

Profit /(Loss) after tax 12,980,066.00 38,037.00

Operations:

Your directors wish to inform that the total income of the company during the year under review stood at Rs 23,764,634/- as against Rs 760,240/- in the corresponding previous year. The Company has initiated various options to explore new streams of revenue and adopted cost cutting measures. During the year under review the Profit before tax stood at Rs 16,185,475/- as against Rs 46,908/- in the corresponding previous year.

Your Directors are confident that the business of the company will increase manifold in the forthcoming financial year 2013-14.

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 Mr. A. Chopra & Co., 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, 2013 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;

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

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 P-25, CIT Road, Kolkata-700014 to “Godrej Waterside” DP Block,Sector-V, Saltlake Electronic Complex, Kolkata-700091 w.e.f 01.11.2012.

Delisting of Equity Shares:

The Equity Shares of the Company has been delisted from Coimbatore Stock exchange Limited and delsiting application has been made to Madras Stock Exchange subject to the approval of MSE.

Directors:

Mr. J.K. Patnaik and Mrs. Nargis Bhadra were inducted in the board on 29.06.2013 respectively as additional directors during the year under report. Mrs. Nargis Bhadra was later appointed as Manging Director w.e.f 01.07.2013. The Board recommends their appointment.

Mr. Raja Bhadra, Mr. Raju Paul, Mr. Tanmay Ghosh and Mr. P.B. Ramoji have resigned from the directorship during the year under report. The Board commends their valuable services rendered during their tenure.

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.

On behalf of the Board

Place: Kolkata

Date: 30.08.2013

Managing Director

Director


REPORT ON CORPORATE GOVERNANCECompany’s PhilosophyYour Company holds the highest degree of commitment towards its stakeholders and to the society. Your Company has implemented a well-established code of Corporate Governance with an ultimate aim of maximizing shareholders’ value.The Board comprises of leading professionals and experts serving as independent Directors and represented in various Committee meetings. Composition of the Board as on 31st March’2013Your Board is a team of multifaceted personalities from different fields, sharing their rich experiences at frequent meetings. Your Board comprises personalities from financial markets and software industry.

Category No. of Directors % to total no. of DirectorsExecutive Directors 1 30Non- Executive Independent Directors 2 70 Total 3 100

MeetingsDuring the year 2012-13, the Board met 6 (Six) times and the meetings were held on 30.05.2012, 30.07.2012, 31.10.2012,01.01.2013, 07.01.2013 and 18.01.2013.The attendance of each Director at the Board Meeting, last AGM and number of other Directorships held by them as on 31-03-2013 are as under:

Name Status of No. of Board No. of other No. of AttendanceDirector meetings Directorship Committee at Last AGM

attended membership member*Shri Raja Bhadra Executive 6 2 2 Present** Shri Raju Paul Executive 2 NIL NIL Absent***Smt. Nargis Bhadra Non-Executive 3 1 Present

promoterShri Girdhari Lal Bubna Non-Executive 6 NIL 3 Present

IndependentShri Bimal Kumar Surana Non-Executive

Independent 6 NIL 3 Present ****Shri Tanmay Ghosh Non-Executive

Independent 6 NIL NIL Present*****Shri P.B.Ramoji Non-Executive

Promoter NIL NIL NIL Absent

* Shri Raja Bhadra has step down from the post of Managing Director on 13.02.2013 and resigned from the Directorship from 28.03.2013.

** Shri Raju Paul was appointed as Managing Director on 01.01.2013 and resigned on 01.07.2013.*** Smt. Nargis Bhadra resigned from directorship on 03.12.2012 and again re-appointed as

Managing Director on 01.07.2013. **** Shri Tanmay Ghosh resigned on 28.03.2013.***** Shri P. B. Ramoji resigned on 28.02.2013.The dates for the meetings are decided well in advance. The Board meets at least once in a quarter and the interval between two meetings is normally not more than four months. Apart from statutory requirement, Board meetings are conducted for periodic review of operations of the Company, consideration of annual business plans and proposals for investment, business re-organization etc. Code of Conduct:The Company has formulated and implemented a Code of conduct for all Board Members and senior Management of the Company in compliance with clause 49 of the Listing Agreement and the same has also been posted at the Company's website at www.rnbindustries.com. A Board Members and Senior Management personnel has affirmed compliance with the code on annual basis. A declaration to this effect has been enclosed along with the report.

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Audit CommitteeYYour Company has a duly constituted Audit Committee comprising of 3 (Three) members. The Committee is vested with the powers to review the financial statements before submitting the same to the Board. The Committee recommends the appointment of Statutory Auditors and fixation of their remuneration. The Committee monitors the compliance of Accounting Standards and practices generally accepted in India, Stock Exchange requirements and related party transactions.During the year, the Committee met 4 (Four) times during the year and the meetings were held on 30.05.2012, 30.07.2012, 31.10.2012 and 18.01.2013.

Name No. of Committee meetings held No. of meetings attendedShri Girdhari Lal Bubna, Chairman 4 4*Shri Raja Bhadra, Member 4 4Shri Bimal Kumar Surana, Member 4 4

* resigned on 28.03.2013 in place of him Mr. Raju Paul was inducted in his place.Remuneration Committee:-The Remuneration Committee was re-constituted on 01.04.2012 to look into payment of remuneration/sitting fees/commission/Bonus to the Executive, Non-Executive Directors of the Company. No Remuneration Committee meeting has been held during the year and the composition of the Committee is as under:-

Name No. of Committee meetings No. of meetings attended

Shri Girdhari Lal Bubna, Chairman 1 1

*Shri Tanmay Ghosh, Member 1 1

Shri Bimal Kumar Surana, Member 1 1

* resigned on 28.03.2013 in place of him Mr. Raju Paul was inducted in his place.

Shareholders’ /Investors’ Grievance Committee

The Investors’ Grievance Committee has been constituted to look into the redressal of complaints from shareholders.

The Investors’ Grievance Committee met 4 (Four) times on 31.07.2012,29.09.2012 30.11.2012 and 11.02.2013

Attendance at Shareholders’/Investors’ Grievance Committee during the financial year 2012-2013

Members No. of Meetings held No. of Meetings attended

Shri Girdhari Lal Bubna, Chairman 4 4

* Shri Raja Bhadra, Member 4 4

Shri Bimal Kumar Surana, Member 4 4

* resigned on 28.03.2013 in place of him Mr. Raju Paul was inducted in his place.

Directors seeking appointment/re-appointment:

Mr. J K Patnaik is appointed as non-executive director of the Company. He is M.A in political science; He has over 35 years of experience in a leading nationalized bank. He held various key positions in the Bank and having good experience in the field of Banking and Finance.

Mrs. Nargis Bhadra is appointed as Managing Director of the Company. She is a B.Com graduate. She has more than 10 years of experience in the field of real estate, security services and interior designing.

Information as to Annual General MeetingsYear Date Time Venue

2011-12* 29.09.2012 10.15 A.M Godrej Waterside DP Block, Sector-V, Saltlake Electronic Complex, Kolkata-700091.

2010-11 27.09.2011 11.30 A.M The Chariot, 4, Thirumalai Road, T. Nagar, Chennai- 600017.

2009-10 27.09.2010 10.00 A.M. 5, Kuppuswamy street, T. Nagar, Chennai-600017


Disclosures

1. Related party transaction during the year under report is NIL.

2. SEBI has demanded Rs.1.75 lacs for certain violations of SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997. The Company awaits orders of adjudicating officer appointed by SEBI.

3. Whistle Blower Policy:-

In compliance of the requirement with clause 49 of listing agreement, the Company has established a mechanism for employees to report to the management concern about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

4. No personnel have been denied access to the Audit Committee.

5. Information to the shareholders has been given in case of re-appointment of Directors.

Means of Communication

The Company publishes its financial results in English and Bengali Newspaper as required under the Listing Agreement in the Newspaper i.e The Echo of India and Duranta Barta in compliance of the provisions of the Listing Agreement.

The Annual Report and the financial results are also displayed on the Company’s Website www.rnbindustries.com.

The official press releases of the Company are sent through mail to the Bombay Stock Exchanges Limited where the Company’s shares is listed.

Calendar for the financial year 2013-14 is as under:-

Qtr ended Due date of Due date ofBoard Meeting publishing results

30th June’2013 Held on 30.07.2013 Published on 31.07.201330th September’2013 14.11.2013 16.11.201331st December’2013 14.02.2014 16.02.201431st March’2014 30.05.2014 02.06.2014

Pecuniary relationship of Non-Executive Directors:

There is no such pecuniary relationship or transactions with the Non-Executive Directors during the year.

General Shareholders Information:

1. Date of AGM: Wednesday’ the 25th day of September’2013

2. Time: 11:00 A.M.

3. Venue: Godrej Waterside, DP Block, Sector-V, Saltlake Electronic Complex, Kolkata-700091.

4. Financial year : 1st April’2012 to 31st March’2013

5. Book Closure date: Wednesday, the 18th day of September’ 2013 to Wednesday, the 25th day of September’2012 (both days inclusive)

6. Listing on Stock Exchanges:

The shares of the Company are listed at Bombay Stock Exchange Limited and Madras Stock Exchange Limited.

7. Listing Details:Particulars Stock Exchanges Stock Code Depositories ISIN No.

Equity Shares Bombay Stock Exchange ltd. 531250 NationalSecurities INE 307H01016

Phiroze Jeejeebhoy Towers, Depository Ltd.(NSDL)

Dalal Street, & Central Depository

Mumbai-400001. Services (India) Limited

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Equity Shares Madras Stock Exchange Limited

30, Second Line Beach,

Chennai-600001.

The Company has duly paid Annual Listing fess to both the Stock Exchanges i.e, Bombay Stock Exchange Limited and Madras Stock Exchange Limited for the year 2012-13.

8. Market Price data: Bombay Stock Exchange Ltd:

Month Open High Low Close No. of No. of Total

Price Price Price Price Shares Trades Turnover(Rs.)

Apr 12 8.50 8.50 8.50 8.50 100 1 850

Jun 12 8.60 9.87 8.16 9.87 3,795 11 34,045

Aug 12 10.35 10.75 10.35 10.75 130 3 1,346

Sep 12 10.75 10.75 10.50 10.75 284 6 3,050

Oct 12 10.25 10.25 8.00 8.00 3,000 10 28,738

Nov 12 8.00 9.92 8.00 9.92 5,700 15 54,102

Dec 12 10.10 12.67 9.50 12.64 13,157 88 1,43,529

Jan 13 12.40 20.85 11.50 20.32 46,852 334 8,02,428

Feb 13 19.90 21.15 13.15 19.30 25,976 262 4,24,245

Mar 13 19.30 20.75 16.75 18.00 680 26 12,684There has been no trading in Equity shares of the company during the months of May ’2012 and July ’2012.

9.Share Transfer System

M/s Integrated Enterprises (India) Limited, 2nd Floor, ‘Kences Towers’ No.1, Ramakrishna Street, T.Nagar, Chennai-600017 are the Registrar and Share transfer agent of the Company. Shareholders are requested to get their physical shares dematerialized. No of share transfer complaints pending is Nil.

10. Distribution of Share Holding:-Sl. No. Category of shares No.of % to Shares % to capital

Holders Holders

1 1 - 500 975 69.25 186383 3.65

2 501 - 1000 250 17.76 216959 4.25

3 1001 - 2000 87 6.18 137840 2.70

4 2001 - 3000 27 1.92 66595 1.31

5 3001 - 4000 16 1.14 55094 1.08

6 4001 - 5000 10 0.71 46200 0.91

7 5001 - 10000 24 1.70 180444 3.54

8 10001 AND ABOVE 19 1.35 4212085 82.56

Total 1408 100.00 5101600 100.00

11.The Company has not issued any GDR/Warrants and Convertible Bonds.

12. Address for Correspondence: “GODREJ WATERSIDE”,

DP BLOCK, Sector-V, Saltlake Electronic Complex,

Kolkata- 700 91

Tel no. 033- 40630292/40630284/40630293

E-Mail:

13. Postal Ballot: No resolution was passed through Postal Ballot during the year.

BIOWHITE

[email protected]


14. Extra-ordinary General Meeting: An Extra-ordinary general meeting was held on 12.02.2013 at 1.00 pm at its registered office of the Company for change of name from Bio Whitegold Industries Limited to RNB Industries Limited and delisting of Shares from Madras Stock Exchange Limited and Coimbatore Stock Exchange Limited.

15. Non-Executive Directors Shareholding- NIL

16. Directors Remuneration/Sitting Fees: NIL

17. No. of Shares Transfer/Transmission: 14200 shares are transferred and no transmission has taken place during the year.

18. Distribution of Shareholding:

Mode No.of Shares % of Shares No.of Holders % of Holders

NSDL 3195913 62.65 178 12.64

CDSL 992037 19.45 98 6.96

PHYSICAL 913650 17.91 1132 80.40

**Total** 5101600 100.00 1408 100.00

Non-Mandatory disclosure

The non-mandatory requirements have been adopted as stated below:

The Board: No specific tenure has been fixed for the independent Directors.

Shareholder Rights: The quarterly/half-yearly results of the Company are published in newspapers, as well as the same are available at the Company’ website www.rnbindustries.com

Audit Qualification: The statutory statements of the Company are unqualified.

Training of Board Members/mechanism for evaluating non-executive Directors.

All the non-executive Directors are having rich experience and expertise in functional areas and in the opinion of the Board they do not require any special training.

Managing Director Certification:

The Managing Director has certified to the Board in terms of Clause 49V of the Listing Agreement regarding the authenticity of the financial reporting and adequacy of the internal control systems.

Place: Kolkata


Date: 30.08.2013

Managing Director

Director

DECLARATION BY THE MANAGING DIRECTOR

I, Mrs. Nargis Bhadra, Managing Director of RNB Industries Ltd. hereby declare that all the Board Members and senior managerial Personnel have affirmed for the financial year ended on 31st March’2013 in compliance with the code of conduct of the company laid down for them. Place: Kolkata


Date: 30.08.2013

Managing Director

12 13

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ON FINANCIAL STATEMENTS

To

The Members

M/s RNB Industries Limited.

Caveat

Shareholders are cautioned that certain data and information external to the Company is included in this section. Though these data, information are based on sources believed to be reliable, no representation is being made on their accuracy or comprehensiveness. The opinions expressed by the management may contain certain forward-looking statements in the current scenario. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein. Shareholders are hence cautioned not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred to in this section before taking any action with regard to their own specific objectives. Further, the discussion following herein reflects the perceptions on major issues as on date and the opinion expressed here are subject to change without notice. The Company undertakes no obligation to publicly update or revise any of the opinions or forward- looking statements expressed in this section, consequent to new information, future events or otherwise.

Indian IT Services Industry Overview

The growth in domestic market is attributed to the increasing technology adoption by both organizations and the government. NASSCOM predicts that Indian IT / ITES industry may grow to USD 225 billion by 2020. The key factors leading to the strong revival in growth are:

a) Broadening of services provided:-

The Indian IT industry has made progress in moving towards high-end services such as consulting and system integration. The industry is focused on increasing domain expertise by creating center’s of excellences with the aim of providing end-to-end services. Additionally, highly skilled services like the Engineering design and R&D segment have started exhibiting accelerated growth. The strong growth has established India as a transformative player in the global sourcing arena with solutions addressing both cost and growth.

b) Improvement in demand scenario:-

While 2012 saw a strong focus on cost and a revival of IT spending, this year other mature verticals such as Manufacturing have also shown good growth, in-addition to improved demand from emerging verticals such as Retail, Utilities etc.

Opportunities and threats

a) Higher economic growth in developing markets:-

Developing markets are growing faster than the developed nations. Sustaining such high growth would require increase in competitiveness amongst local players. IT would play an important role in increasing competitiveness. Markets such as India, Asia Pacific, Latin America are increasingly becoming important from the point of view of consumption of IT services.

b) Increased adoption of off-shoring:-

The global economy which was on a recovery mode post the recession continued to face challenges like those stemming from the European debt crisis, Japan calamity and other such events.

Simultaneously, the continued thrust of global organizations towards costs and improving efficiencies, reflected in the uptick in discretionary spending, offers sufficient opportunity for growth. The Company views this as a good opportunity to improve and strengthen its customer base.

c) Sustainability of Environment:-

Environment sustainability issues and emergence of new technologies Increased environmental consciousness coupled with the search for more cost effective IT solutions have brought in a greater emphasis on “Green Technologies”.

Hence, your directors are confident of a turnaround by their continued efforts to excel in adverse environment.

Segment Reporting

Not applicable for the year under review.

Outlook

Despite the threats in the Industry, foreign Companies are focusing on India for establishing their business considering the low development cost. In view of the above the outlook seems to be positive with accelerating growth of the Industry.

Risks and Concerns

The dependency on the foreign market has always been a risk to this Industry. The Company has been aggressively pursuing to keep itself immune from such risk factors by creating a larger domestic client base.

Overview

The Company’s financial statements are prepared in compliance with the requirements of the Companies Act 1956 and Generally accepted Accounting practices in India.

The analysis and discussions are based on the Audited financial statements, which have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

Share Capital

There has been no increase in the Equity Share Capital of the Company during the year under review.


14 15


Auditors Certificate regarding compliance with the conditions of Corporate Governance under clause 49 of the Listing agreement.

ToThe Members RNB Industries Limited

We have examined the compliance conditions of Corporate Governance by RNB Industries Limited for the year ended 31st March’ 2013 as stipulated in clause 49 of the listing agreement of the said Company with stock exchanges.

The Compliance conditions of Corporate Governance are the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an Audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with conditions of Corporate Governance as stipulated in the above-mentioned Listing agreement.

We state that no investor grievance is pending for a period of exceeding one month as per the records maintained by the Shareholders’ grievance Committee.

We further state that such compliance is neither an assurance as to the future validity of the Company nor the efficiency and effectiveness by which the management has conducted the affairs of the Company.

CHARTERED ACCOUNTANTDate: 30.08.2013

INDEPENDENT AUDITOR'S REPORT

To the Members of RNB INDUSTRIES LIMITED

REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of RNB INDUSTRIES LIMITED (Formerly known as Bio Whitegold Industries Limited) which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit & Loss and 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 STATEMENTSManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to the sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control 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. AUDITOR’S REPONSIBILITY Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 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 control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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 audit opinion.OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the 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.a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013, b) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date andc) In the case of the Cash Flow Statement of the cash flows of the company for the year ended on that

date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s Report) Order, 2003 (’the Order’) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

16 17

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For CHOPRA & COMPANY Chartered Accountants

Firm Registration No. 308035E

M. K. DUGAR (PARTNER)

(Memb. No. 053684)Dated : the 30 day of May' 2013

ANNEXURE REFERRED TO IN PARAGRAPH “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT TO THE MEMBERS THE COMPANY

FOR THE YEAR ENDED 31ST MARCH 2013.

1. The Company has no fixed assets and hence provisions of Clause 4(I) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

2. During the period the Company does not deal in any kind of inventory. Hence, provisions of Clause 4(ii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

3. The Company has not granted nor taken any loan, secured or unsecured, to / from Companies, Firms or other parties listed in the register maintained U/s. 301 of the Companies Act, 1956. Accordingly, Sub-Clauses (b), (c) and (d) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, there were no transactions that needed to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public and therefore, the provisions of the Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules there under are not applicable to the Company.

7. The Company has no internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

9. According to the records of the Company and information and explanations given to us, the company has no statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there are no disputed or undisputed amounts payable in respect of Income-tax, Wealth Tax Sales Tax, Custom Duty and Excise Duty which were outstanding, at the year end.

10.The Company has accumulated losses at the end of the financial year; but which does not exceed the 50% of the net worth of the company. The Company has not incurred cash losses during the financial year covered by our audit and in the immediate preceding financial year too.

11.According to the information and explanations given to us, the Company has not taken any loan from any financial institution, bank or debenture holders. Therefore, the provisions of Clause 4(xi) are not applicable to the Company.

12.According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13.In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to Chit Fund and Nidhi/Mutual benefit fund/societies.

14.The Company has not entered into transactions and contracts of dealing in shares, securities, debentures, and other investments during the year.

15.According to the information and explanations given to us, the company has not given any guarantee for loans taken by other from banks and financial institutions.

16.To the best of our knowledge and belief and according to the information and explanations given to us, there are no term loans outstanding as at the end of the year.

17.We have been informed by the management that no funds have been raised and used and hence clause (xvii) is not applicable.

18.The Company has not made preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19.The Company did not have any outstanding debentures during the year.

20.The Company has not raised any money through a public issue during the year.

21.Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For CHOPRA & COMPANY Chartered Accountants

Firm Registration No. 308035E

M. K. DUGAR (PARTNER)

(Memb. No. 053684)Dated :the 30 day of May' 2013


18 19

RNB INDUSTRIES LIMITED(FORMERLY KNOWN AS BIO WHITEGOLD INDUSTRIES LIMITED)

BALANCE SHEET AS AT 31ST MARCH, 2013 As at

Note 31.03.2013 31.03.2012`

I. E Q U I T Y AND L I A B I L I T I E S1) Shareholders' Funds

a) Share Capital 2 51,016,000 51,016,000 b) Reserves and Surplus 3 (11,913,729) (24,893,795)Total Shareholders' Funds 39,102,271 26,122,205

2) Current Liabilitiesa) Trade Payables 4 6,499,924 - b) Other Current Liabilities 5 20,367 756,864 c) Short-Term Provisions 6 3,214,280 8,871 Total Current Liabilities 9,734,571 765,735

Total Equity and Liabilities 48,836,842 26,887,940

ASSETS1) Non-Current Assets

a) Non-Current Investments 7 - 25,760,000 b) Long Term Loans & Advances 8 411,003 409,902 Total Non-Current Assets 411,003 26,169,902

2) Current Assetsa) Trade Receivables 9 7,929,926 - b) Cash and Cash Equivalents 10 1,102,524 694,140 c) Short-Term Loans and Advances 11 39,393,389 23,899 Total Current Assets 48,425,839 718,038

Total Assets 48,836,842 26,887,940

Significant Accounting Policies 1The accompanying notes 1 to 27 are an integral part of the financial statementsAs per our report of even date attached

For Chopra & Company Chartered Accountants

M.K.Dugar [Raju Paul] [Girdhari Lal Bubna]Partner Managing Director DirectorMembership no. : 053684Firm Registration No. : 308035EDate : 30th May 2013Place : Kolkata [Dharmendra Kumar]

Company Secretary

As at

`

RNB INDUSTRIES LIMITED(FORMERLY KNOWN AS BIO WHITEGOLD INDUSTRIES LIMITED)

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2013

For the year EndedNote 31.03.2013 31.03.2012

` `

I REVENUE FROM OPERATIONS 12 8,524,634 760,240

II OTHER INCOME 13 15,240,000 -

III TOTAL REVENUE (I+II) 23,764,634 760,240

IV EXPENDITUREPurchase of Stock-in-Trade 14 6,499,924 - Employee Benefits Expense 15 379,946 77,875 Finance Cost 16 395 357 Other Expenses 17 698,894 635,100 TOTAL EXPENSES 7,579,159 713,332

V PROFIT BEFORE TAX (III-IV) 16,185,475 46,908 VI Tax Expense

Current Tax 3,205,409 8,871 VII PROFIT AFTER TAX (V-VI) 12,980,066 38,037 VIII EARNINGS PER EQUITY SHARE

Basic & Diluted (Face Value of `10/- each) 23 2.54 0.01

Significant Accounting Policies 1

The accompanying notes 1 to 27 are an integral part of the financial statementsAs per our report of even date attached


M.K.Dugar [Raju Paul] [Girdhari Lal Bubna] Partner Managing Director Director Membership no. : 053684Firm Registration No. : 308035EDate : 30th May 2013Place : Kolkata [Dharmendra Kumar]

Company Secretary

For the year Ended


20 21

Notes on accounts forming part of Financial Statements:

1. Significant Accounting policies:

(a) system of Accounting:

The financial statements have been prepared under the historical cost convention in accordance with:

(i) The Generally Accepted Accounting Principles.

(ii) The Accounting Standards specified by the Institute of Chartered Accountants of India.

(iii) The Provisions of the Companies Act, 1956.

Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles.

All financial transactions have been recognized on accrual basis. The management has made the required estimates and assumptions in conformity with Generally Accepted Accounting Principles wherever necessary.

(b) Presentation and disclosure of financial statements:

The Financial Statements has been prepared as per the Revised Schedule VI notified under the Companies Act, 1956. The adoption of Revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements.

(c) Fixed Assets:

Fixed Assets are stated at cost of acquisition less accumulated depreciation. Cost includes all expenses related to acquisition and installation of the concerned assets.

(d)Inventories:

Inventories are valued at lower of cost and estimated net realisable value.

(e)Investments:

Long Term Investments are valued at cost. Current Investments are valued at lower of the cost or net realisable value.

(f) Revenue Recognition:

Revenue/income and cost/expenditure are generally accounted on accrual basis as they are earned or incurred.

(g) Accounting for Taxes:

Provision for tax is made by using applicable tax rates and tax laws. Deferred tax charge or credit on timing difference is recognized using tax rates and tax laws that has been enacted or substantively enacted as of the Balance Sheet date. Deferred Tax Assets are recognised to the extent there is virtual certainty that there will be sufficient future taxable income available to realise such assets.

(h)Earnings per Share:

Earning per share are calculated by dividing the net profit or net loss for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period.

(i)Employee Benefits:

All short term employees’ benefits like salaries, wages, bonus, etc. are recognised in the period in which the employee rendered the related service.

(j) Provisions and Contingencies:

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Contingent liabilities are disclosed in the Notes.

Note 2 SHARE CAPITAL

As at 31.03.2013 31.03.2012

` a) Authorised

500,000 6% Reedemable Preference Share of 1/- each 500,000 500,000 (Previous Year 5,00,000 Preference Shares of 1/- each)59,50,000 Equity Shares of 10/- each 59,500,000 59,500,000 (Previous Year: 59,50,000 Equity Shares of 10/- each)

60,000,000 60,000,000 ISSUED , SUBSCRIBED & PAID UP CAPITAL

51,01,600 Equity Shares of 10/- each fully paid - up 51,016,000 51,016,000 (Previous Year 51,01,600 Equity Shares of 10/- each fully paid - up)

51,016,000 51,016,000 b) RECONCILIATION OF NUMBER OF SHARES

Particulars 31.03.2013 31.03.2012 No. ofShares ` No. ofShares `

Number of Shares outstanding at the beginning of the year 5,101,600 51,016,000 5,101,600 51,016,000 Addition during the year - - - - Number of Shares outstanding at the end of the year 5,101,600 51,016,000 5,101,600 51,016,000

c) NAME OF THE SHAREHOLDERS HOLDING MORE THAN 5% OF THE EQUITY SHARES:Name of Shareholders 31.03.2013 31.03.2012

No. of % Holding No. of % Holding Shares Shares

Starlite Infotech Limited 995,322 19.51% 995,322 19.51%Suryamukhi General Finance & Investment Co. (I) Ltd 899,922 17.64% - - Tuff Tubes Private Limited 899,922 17.64% 899,922 17.64%Vibgyor Gold Limited 899,922 17.64% 899,922 17.64%Vibgyor Media Private Limited - - 899,922 17.64%

d) RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARES:The Company has only one class of equity share having a par value of `10 per share. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting except in case of interim dividend. In the event of Liquidation, the shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

NOTE 3RESERVES & SURPLUS

Profit and Loss Account Balance as at the beginning of the year (24,893,795) (24,931,832) Profit for the year 12,980,066 38,037 Balance as at the end of the year (11,913,729) (24,893,795)

NOTE 4TRADE PAYABLES

Sundry Creditors 6,499,924 - Total 6,499,924 -

As at

`


22 23

As at As at 31.03.2013 31.03.2012

` NOTE 5OTHER CURRENT LIABILITIES

Statutory Dues 9,131 8,620 Liabilities for Expenses 11,236 - Other Liabilities - 748,244

Total 20,367 756,864 NOTE 6SHORT TERM PROVISIONS

Provision for Income Tax 3,214,280 8,871 Total 3,214,280 8,871

NOTE 7NON-CURRENT INVESTMENTS

Investment in Fully Paid Up Equity Instruments No. of Amount No. of Amount [Long Term - Non Trade: At Cost] Shares Shares Unquoted Muniraj Colours Pvt. Ltd. (F.V. of 10 Each) - - 46,000 25,760,000

Total - - 46,000 25,760,000 NOTE 8LONG TERM LOANS & ADVANCES

Security and Other Deposits 410,260 385,260 (Unsecured , considered good)Other Advances 743 24,642

Total 411,003 409,902 NOTE 9TRADE RECEIVABLES

Unsecured, Considered goodOutstanding for a period less than six months 7,929,926 -

Total 7,929,926 - NOTE 10CASH AND CASH EQUIVALENTS

a. Balances with Scheduled Bank in Current Account 421,516 176,163 b. Cash on hand 681,008 517,977

Total 1,102,524 694,140 NOTE 11 SHORT-TERM LOANS AND ADVANCES

Self Assessment Tax 9,792 - Other Advances 39,359,700 - Prepaid Expenses 23,897 23,899 Total 39,393,389 23,899

NOTE 12 REVENUE FROM OPERATIONS

Sales 7,929,926 Revenue from Services Rendered 594,708 760,240

Total 8,524,634 760,240 NOTE 13 OTHER INCOME

Miscellaneous Income Profit on sale of Investments 15,240,000 - Total 15,240,000 -

For the Year For the Year Ended Ended

31.03.2013 31.03.2012 `

NOTE 14 PURCHASE OF STOCK-IN-TRADE Purchases 6,499,924

Total 6,499,924 - NOTE 15 EMPLOYEE BENEFIT EXPENSES

Director Remuneration 300,000 Salaries and Wages 70,000 75,000 Staff Welfare Expenses 9,946 2,875

Total 379,946 77,875 NOTE 16 FINANCE COST

Interest Paid on TDS 395 357 Total 395 357

NOTE 17 OTHER EXPENSES

Advertisement 94,598 89,694 Audit Fee 11,236 11,236 Bank Charges 5,225 - Business Promotion Expenses 13,088 5,550 Filing Fees 18,321 9,010 ISO Certification Fees - 25,000 Listing Fees 71,911 58,459 Meeting Expenses 19,750 15,200 Miscellaneous Expenses 13,854 5,672 Postage & Courier 8,388 7,409 Printing and Stationery 92,668 84,999 Professional Fees 129,681 32,050 Rates & Taxes 22,600 - Rent 30,000 - Shareholder Service Charges 91,116 79,599 Telephone & Internet 18,220 164,044 Travelling & Conveyance 58,238 47,178

Total 698,894 635,100NOTE 18DETAILS OF PAYMENT TO AUDITOR

Payment to auditors as: For the year For the yearended ended

31.03.2013 31.03.2012 ` `

Statutory Auditors 11,236 11,236 Total 11,236 11,236

NOTE 19FOREIGN EXCHANGE TRANSACTIONS

Particulars For the year For the yearended ended

31.03.2013 31.03.2012Earnings in Foreign Currency - (`) NIL NILExpenditure in Foreign Currency - (`) NIL NIL


24 25

NOTE 20SEGMENT REPORTINGThe company has only one segment "Software & Information Technology" . Hence, no disclosures are required under AS-17 "Segment Reporting" issued by the Institute of Chartered Accountants of India.NOTE 21There are no employees receiving remuneration to the extent as laid down u/s 217(2A) of the Companies Act, 1956NOTE 22Disclosure As per AS-18 "Related Party Transaction" issued by the Institute of Chartered Accountants of India are as under:

(i) Key Management Personnel Mr. Raju Paul Managing Director

(ii) Transactions During the Year Nature of Transaction Key Management Personnel Director's Remuneration 300,000

NOTE 23Disclosure As per AS-20 "Earnings Per Share" issued by the Institute of Chartered Accountants of India are as under:

Particulars For the year For the yearended ended

Net Profit after tax as per Statement of Profit and Loss attributable to Equity Shareholders (`) 12,980,066 38,037 Weighted Average number of equity shares used as denominator for calculating EPS 5,101,600 5,101,600 Basic and Diluted Earnings per share (`) 2.54 0.01 Face Value per equity share (`) 10.00 10.00

NOTE 24In terms of Sec.22 of the Micro, Small and Medium Enterprises Development Act, 2006, the company has no additional information to furnish, as the company has no such enterprises amongst its suppliers of goods and services.NOTE 25Previous year’s figures have been regrouped and/or rearranged wherever necessary, to confirm to current year’s classification. NOTE 26In accordance with AS-22 "Accounting for taxes" issued by the Institute of Chartered Accountants of India, there is no timing difference. Hence no deffered tax asset and liabilities have been recognised in the books.NOTE 27In accordance with AS-3 "Cash Flow Statement " issued by the Institute of Chartered Accountants of India, Cash Flow Statement has been annexed to the Balance Sheet


M.K.Dugar [Raju Paul] [Girdhari Lal Bubna]Partner Managing Director DirectorMembership no. : 053684Firm Registration No. : 308035EPlace : Kolkata [Dharmendra Kumar]Dated: the 30th day of May 2013. Company Secretary


Cash Flow Statement Annexed to the Balance Sheet for the year ended 31st March 2013For the year For the year

ended 31.03.2013 ended 31.03.2012

A. Cash flow from operating Activities Net Profit/ (Loss) before tax and extra-ordinary items 16,185,475 46,908

Add: Interest 395 357 Operating Profit Before working Capital Changes 16,185,870 47,265 Increase / (Decrease) in trade payables 6,499,924 - Increase / (Decrease) in other current liabilites (736,497) 696,999 Increase / (Decrease) in short term provision 3,205,409 1,070 Decrease/ (Increase) in long term advances (1,102) (23,899) Decrease/ (Increase) in trade receivables (7,929,926) - Decrease/ (Increase) in short term advances (39,369,491) (23,898) Tax Paid (3,205,409) (8,871)

Cash Generated from Operation (25,351,221) 688,666 Less : Interest paid 395 357

Net Cash (used in) /generated from Operating Activities (25,351,616) 688,309 B Cash flow from Investing Activities - -

sale of investments 25,760,000 - Net Cash (used in)/Generated from Investing Activities 25,760,000 -

C Cash from Financing Activities Increase / (Decrease) in Short term borrowing - -

Net Cash (used in)/Generated from Financing Activities - - Net increase in cash and cash equivalents (A+B) 408,384 688,309 Cash and Cash Equivalents (Opening) 694,140 5,831 Cash and cash Equivalents at the end of the year 1,102,524 694,140 a) Cash and cash equivalents includes cash, cheque in hand and bank balance. b) Previous year figures have been regrouped /rearranged wherever necessary. c) The above statement is subject to and read together with the notes and observations on Accounts

and Schedules attached thereto. d) The above Cash flow statement has been prepared under the "indirect method" as set out in the

AS - 3 on "Cash Flow Statement' issued by the lnstitute of Chartered Accountants ot lndia For Chopra & Company Chartered Accountants

M.K.Dugar [Raju Paul] [Girdhari Lal Bubna]Partner Managing Director DirectorMembership no. : 053684Firm Registration No. : 308035EPlace : Kolkata [Dharmendra Kumar]Dated: the 30th day of May 2013. Company Secretary

AUDITOR'S CERTIFICATEWe have examined the above cash flow statement of M/s RNB Industries Limited (formerly known as Bio Whitegold Industries Ltd.) for the year ended 31st March 2013.The statement has been prepared in accordance with the requirements of Clause 32 of the Listing Agreement with Stock Exchange and is based on and is in agreement with corresponding Profit and Loss Account and Balance Sheet covered by our report on 30th May 2013 to the member of the company.

For Chopra & CompanyPlace : Kolkata Chartered AccountantsDated: the 30th day of May 2013.

M.K.Dugar Partner

Membership no. :053684

`

26


Registered Office : “Godrej Waterside” DP Block, Sector-V, Saltlake Electronic Complex, Kolkata-700091.

ATTENDANCE SLIP

Particulars to be completed by Member

Name of the Member………………………………………………………...................................(Folio No………………….)

(in Block Letters)

Father’s/Husband’s Name……………………………………..............................No. of Shares held………………………

Name of Proxy, if attending for Member…………………………………………………………................................………

I hereby record by presence at the 19th ANNUAL GENERAL MEETING at Goderj Water Side DP Block, Sector-V, Salt Lake Electronic Complex, Kolkata-700091, West Bengal at 11:00 A.M. on the 25th day of September’ 2013.

…………………………………………….

(Signature of Member/Proxy)

NOTE : Members/Proxies are requested to bring attendance slip, duly filled up and hand over at the Registered Office. No blank form will be supplied at the Registered Office.


Registered Office : “Godrej Waterside” DP Block, Sector-V, Saltlake Electronic Complex, Kolkata-700091.

Registered Folio No……………………………….

I/We ____________________________________ ____of ___________________________________

………………………………………………………….............(address) being a Member/Members of RNB INDUSTRIES

LIMITED hereby appoint Mr/Mrs____________________________________________ of

……………………...............….(address) failing him/her,Mr/Mrs___________________________________

of ………………………………………..(address) aas my/our proxy to vote for me/us on my/our behalf at the 19th Annual General Meeting of the Company to be held on 25th day of September 2013 at 11:00 A.M. or at any adjournment thereof

Signed this…………………………….day of …………………….2013

Signature………………………..NOTE : The Proxy in order to be effective, must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting of which the person named in the proxy proposes to vote.

Affix a Revenue Stamp of

One Rupee

RNB INDUSTRIES LIMITED 19th Annual report 2012-2013

rnb annual report 2013 - bombay stock exchange · contents page no. notice to the members ... and...

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