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REI Agro Ltd.

BSE: 532106 Sector: Agri and agri inputs
NSE: REIAGROLTD ISIN Code: INE385B01031
BSE 00:00 | 04 Mar REI Agro Ltd
NSE 05:30 | 01 Jan REI Agro Ltd
OPEN 0.93
PREVIOUS CLOSE 0.94
VOLUME 1526147
52-Week high 0.95
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 90
Buy Price 0.92
Buy Qty 12500.00
Sell Price 0.94
Sell Qty 167937.00
OPEN 0.93
CLOSE 0.94
VOLUME 1526147
52-Week high 0.95
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 90
Buy Price 0.92
Buy Qty 12500.00
Sell Price 0.94
Sell Qty 167937.00

REI Agro Ltd. (REIAGROLTD) - Director Report

Company director report

To the Members

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

1. FINANCIAL AND PERFORMANCE REVIEW

Your Company's integrated models of operations right from procurement maturingprocessing packaging branding and distribution had help the Company to offer a widerange of quality products to its consumers at the very competitive Prices. Your Company isa trusted name in the organised retail and unorganised retail markets."Raindrops" flag ship brand of the Company is one of popular and trusted brandin FMCG Sector in India. However during last few years Company has faced financialliquidity crunch and due to shortage of working capital funds processing units of thecompany were running with marginal capacity and the production was suspended in majorityof the plants during the year under review due to which company has incurred substantiallosses.

C in Lacs)

Particulars 2015-16 2014-15
Sales 52179.67 185576.61
Other Income 85.71 44.15
Total 52265.38 185620.76
Profit Before Interest and (74616.66) (479989.44)
Depreciation and Amortisation
(PBIDTA)
Less: Interest 18539.46 31498.87
Less: Depreciation 10496.70 10501.39
Profit Before Tax and (103652.82) (521989.70)
Exceptional items ( PBT)
Less: Exceptional items 10020.81 27440.15
Profit Before Tax ( PBT) (113673.63) (549429.85)
Less: Provision for Current Tax - -
Less: Prior Period Tax Payments (6060.12) (-)
Profit after Tax (PAT) (107613.51) (549429.85)

During the financial year under review turnover on standalone basis of the Company wasof ' 52179 lacs against turnover of ' 185576 lacs in the immediate previous year. Duringthe year under review the Company has incurred loss of ' 107613 lacs in comparison tothe loss of ' 549429 lacs in previous year.

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

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

CORPORATE DEBT RESTRUCTURING (CDR) SCHEME OF THE COMPANY

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

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

Your Company submitted a proposal for restructuring of its debts and it adhered to allparameters laid down by the lenders to test the need and efficacy of any proposal forrestructuring of debts and the Company was hopeful and confident of support of the lenderBanks but it came as a surprise to the Company when the lenders unilaterally decided thatthe debts of the Company could not be restructured and rejected the proposal submitted bythe Company

PETITION BEFORE DEBT RECOVERY TRIBUNAL BY BANKS

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

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

Your Company also received Notices from Lenders under Section 13(2) of theSecuritization and Reconstruction of Financial Assets and Enforcement of Security InterestAct 2002 ("SARFAESI ACT") calling upon your Company to discharge the allegedoutstanding 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 thelegality and validity of these notices and is in consultation with its legal advisers totake other steps as may be advised by the legal advisors to protect your Company’sinterests. However State Bank of Bikaner and Jaipur Karur Vysya Bank Limited and AndhraBank has declared your company as wilful defaulter.

WINDING UP PETITION AGAINST THE COMPANY: United Bank of India (UBI) and Jammu andKashmir Bank Limited has filed winding up petition against the Company upon the failure ofthe Company to repay their advances on due dates. Your Company is contesting the windingup 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 andthe 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 SickIndustrial Company as per the provisions of Sick Industrial Companies (Special Provision)Act 1985 (SICA). Accordingly Company has filed a Reference with the Board for Industrialand Financial Reconstruction (BIFR) which has since been registered as Case No. 85/2015 bythe Hon’ble BIFR for adopting measures for the rehabilitation and revival of theCompany. Reference of the Company is still pending with BIFR for preparation of a viableScheme of the revival of the Company. Board for Industrial and Financial Reconstructionhas special powers to deal with the sick units therefore your company has also filedvarious Misc. Applications with Hon’ble BIFR

2. DIVIDEND

Your company has the legacy of paying dividends to its shareholders continuously for 14years. However during last few years company has incurred losses and facing liquiditycrunch therefore Board of Directors has not recommended any dividend for the financialyear 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 Act2013 unclaimed dividend which remains unpaid for a period of seven years shall betransferred to Investor Education & Protection Fund. Accordingly your Company hastransferred all unclaimed dividend upto the year 2007-2008 to the said fund. Unclaimeddividend for the year 2008-2009 (Rs. 453460.50) shall be transferred to the said fundbefore the due date.

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

4. TRANSFER TO RESERVE

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

5. SUBSIDIARY/ ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

During the year under review there were no companies which have become or ceased tobe 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 subsidiariesnamely; Ammalay Commoditiess JLT UAE Ammalay International PTE Ltd Singapore and HolyStars 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 thatwhere a Company has one or more subsidiaries it shall in addition to its financialstatement prepare a Consolidated Financial Statement of the Company and of all thesubsidiaries in the same form and manner that of its own which shall also be laid beforethe Annual General Meeting of the Company.

However the above said subsidiary companies have not submitted their financialstatements for the year ended 31st March 2016 which are required for the finalization ofConsolidated 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 ConsolidatedFinancial Statements for the year ended 31st March 2016. The delay in preparation ofConsolidated Financial Statements is beyond the control of the Management.

Company will make available the said annual accounts and other related information ofthe 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 companyhowever it had only 2 (Two) Associate Companies namely M/s Varrsana Ispat Limited and M/sAnagi Constructions Private Limited. A separate sheet containing the salient features ofthe financial statements of the subsidiaries and associate companies as required undersection 129 of the Companies Act 2013 in prescribed form is attached herewith as anAnnexure "A" which forms part of this report

6. BUSINESS SEGMENTS

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

of power through Wind farm generators. However your Company is not providing segmentreporting for wind power generations as the total revenue assets profit or the capitalemployed in the wind power generation is less than 10 per cent threshold limits ofrevenue result and assets which is required for reportable segment as provided inAccounting Standard 17 (AS 17)"Segment Reporting" issued by the Institute ofChartered 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 ' 502.99Crores as compared to revenue of ' 1832.25 Crores in the immediately preceding previousyear from the sale of agro products.

During the stressful last year under review in which the Company has faced severeliquidity crunch shortage of raw material and lack of working capital funds the Companywas not able to utilize the installed capacity of its plants export sales of the Companywere reduced to ' 89 lacs against export sales of ' 9902 lacs during the immediatelyprevious year. Though the export during the year are lower than the immediately precedingyears we believe that the consistent quality better consumer engagements in past hasearned a reputation to the Company and as and when our plants start running we willregain our customers and provide momentum to the growth of the Company through qualityexports.

6.2 WIND POWER PERFORMANCE

Your Company has its wind farms for power generation in the States of RajasthanMaharashtra Tamil Nadu and Gujarat with a total installed capacity of 46.1 MW During thefinancial 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 FrameworkConvention on Climate Change (UNFCC) and expected to generate revenue through sale ofCertified Emission Reduction (CER/Carbon Credits) in the future.

7. CREDIT RATING

In view of your company’s default in meeting its financial obligations Credit andAnalysis 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 theCompany.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on the management discussion and analysis as required under the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 is annexed hereto and forms partof 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 andDisclosure Requirements) Regulations 2015 forms part of the Annual Report. Requisitecertificate from Practising Company Secretary confirming compliances with the conditionsof corporate governance as stipulated under the Listing Regulations is attached to thisreport.

10. ENVIRONMENTAL ASPECT AND SOCIAL RESPONSIBILITY

Your Company continues to show its commitment for sustainable use of natural andnon-renewal resources and for improvement in all aspects of the environment. Company paysspecial emphasis for plantation and preservation of trees. We use state of art technologyin our plants to reduce waste and emissions of environment pollutants. To Promote optimumutilisation of available resources Company has a rice husk based power plant for captiveuse thereby reducing dependence on Coal oil etc. as fuel. The husk based power generationfacilities are registered for Renewable Energy Certificates (REC). It is also to mentionhere again that the company has set up Wind Farms for power generation situated atRajasthan Maharashtra Tamil Nadu and Gujarat with a capacity of 46.1 MW which areregistered with United Nations Framework Convention on Climate Change (UNFCC) and arecapable of generating revenue through sale of Certified Emission Reduction (CER/ CarbonCredits).

QUALITY SAFETY HEALTH

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

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

Bioterrorism Act of 2002 and FDA food safety modernization Act which indicates highstandard 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 ExecutiveDirectors which constitute a competent Board in accordance with the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 and applicable provisions of theCompanies Act2013. However during the year under review due to sudden demise of one ofIndependent Non-Executive Director i.e. Sh. A. Chatterjee (DIN.- 00266151) on 04thAugust2015 and resignations of Ms. Anishrava Agrawal (DIN: 00976083) IndependentNon-Executive Woman Director of the Company we.f. 25th April2015 and Dr. ING N.K Gupta(DIN no. 00032956) Independent Non-Executive Director w.e.f. 23rd November2015 yourCompany had left with only two Directors on the Board of Directors of the Companyconsisting of one independent non-executive Director and one Executive Chairman cumManaging Director at the end of the financial year ended on 31st March2016

Further after the registration of the reference of the Company with Hon’ble BIFRthe company has filed a "Misc. Application" with Honble BIFR to allow theCompany to carry on its business and operations including taking all decision in thematters 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 theoffice of KMP.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declarations from all the Independent directors confirmingthat they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 and Regulation 16 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015

DIRECTOR RETIRE BY ROTATION

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery 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 inthe ensuing Annual General Meeting and the Company has filed a application with HonableBIFR seeking their approval for maintaining the status quo on the position of Directorsand to exempt the directors of the company liable to retire by rotation till the Companyis under BIFR.

a) BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors required to carry out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. However at presentsituation company has not carried out any evaluation of Board of Directors but directorsat several meeting discussed and frame polices for the working of the Board of Directorsof 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 criteriafor determining qualifications of Independent Directors Senior Management and theirremuneration. Details of the remuneration and sitting fees paid to the directors areprovided in Corporate Governance Report. Further pursuance to Section 134(3)(e) theNomination & Remuneration policy framed and recommended by the committee is attachedherewith 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 inCorporate Governance Report. The provisions of Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 were adhered to whileconsidering the time gap between two meetings.

12. COMMITTEES OF THE BOARD

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

Board of Directors of the Company as a result no. of Directors on the Board of theCompany falls below the minimum numbers required to constitute a competent Board ofDirectors and formation of Audit and Nomination and Remuneration and Corporate SocialResponsibility Committees as required under Companies Act and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. In this regard the Company has filed aMiscellaneous Application with the Hon’ble BIFR for exempting and allowing theCompany to continue its working with two Directors only till the time Company is underBIFR 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 mentionedcommittees are mentioned in the Corporate Governance Report which forms part of thisAnnual Report.

13. RISK MANAGEMENT POLICY

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

14. VIGIL MECHANISM

The Company has put in place a codified system which welcomes suggestions fromemployees at all levels who have access to the audit Committee members and the SeniorManagement of the Company to report any kind of irregularity in the Company’sfunctioning or any unethical behavior or any kind of harassment or unequal treatment givento them. Company has always believed in conducting its affairs in a fair and transparentmanner by adopting the highest standards of professionalism honesty integrity andethics. Further the whistle blower policy as framed by the company is disseminated on thecompany’s website: www reiagro.com

15. LOAN GUARANTEE AND INVESTMENTS IN SECURITIES

During the financial year under review the Company has not entered into anytransaction in relation to Loans Guarantees and Investments under the provision ofSection 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 andarrangements with related parties as mentioned under Section 188(1) of the Companies Act2013

Further During the year the company had not entered into any contract or arrangementwith related parties which could be considered ‘material’ (i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality 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 Standardsin 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 ofCompanies Act 2013 M/s PK. Lilha & Co Chartered Accountants Kolkata were appointedas Statutory Auditors of the Company for a period of three years in the Annual GeneralMeeting held on 30/09/2014. However as per the provision of section 139 of the CompaniesAct 2013 the appointment of auditors is required to be ratified by the members of theCompany at every Annual General Meeting.

Therefore the Board of Directors of the Company seeks consent of the members of theCompany 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 foryear ended on 31st March2016

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 inregard to their qualified opinion

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

2. Company has been facing financial crunch due to various reasons for the last twoyears and due to financial problems faced by the Company it has failed to pay principaland interest due thereon to Banks / Financial Institutions on due dates some of theBankers thereafter have issued notices under provisions of Securitization andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002. Furtherdue to severe liquidity crunch faced by the Company company has failed to get insuranceto its assets.

3. Majority of the Loan accounts of the Company has turned NPA As per bankingregulations banks are not charging any interest on NPA accounts hence the Company has notaccounted the interest on said accounts but qualified the same by way of Notes to reflectthe present status.

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

5. The company had provided Corporate Guarantee to the lenders for the borrowings byits wholly owned foreign Sub sidiary Comp any i. e. Ammalay Commodities JLT and has shownin the contingent liabilities in the financial statements of the Company and in case thelenders fail to recover the amount from subsidiary by realizing their assets the Companywill 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 balanceconfirmation and /or Bank Statement were provided by the banks to the Company in absenceof 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 referencein terms of the provisions of section 15(1) of SICA with the Board for Industrial andFinancial Reconstruction (BIFR) on 28th April 2015 to study the reasons of Sickness anddetermination of measures to be adopted for revival of the Company which as accepted byHonble 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 theCompany is under process which outlines the measures for the revival and rehabilitationfor 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 hasappointed Mr. Astik Mani Tripathi Practicing Company Secretary Proprietor of M/s AstikTripathi 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 AuditPeriod however company has not appointed the Women Director after that during the auditperiod 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 hasappointed Ms. Anishrava Agrawal (DIN no. 00976083) as an Independent Non-Executive WomanDirector on the Board. However due to some personal and unavoidable reasons she wasunable to continue and tendered her resignation during the year under review. Since thenCompany is looking for the suitable candidates to fill the respective vacancy.

2. The company has not appointed Chief financial officer (CFO) during the audit periodas 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 forthe 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 filedearlier for the purpose of resignation.

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

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

18. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of the affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.

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

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

• The Directors had laid down the internal financial control that is followed bythe company and these internal financial controls are adequate and were operatingeffectively. Internal Financial controls means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Companies policies the safeguarding of it s assets the prevention and detections offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of financial information.

• The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively

19. PUBLIC DEPOSITS

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

20. LISTING AGREEMENT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 wasnotified on September 2 2015 with the aim to consolidate and streamline the provisionsof the Listing Agreement for different segments of capital markets to ensure betterenforceability. The said regulations were effective from December 1 2015. Accordinglyall listed entities were required to enter into the Listing Agreement within six monthsfrom the effective date. The Company has entered into Listing Agreement with Bombay StockExchange 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 torule 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 theAnnual Report of the company are being sent to the members and others entitled theretoexcluding the aforesaid information. The said information is available for inspection bythe members at the Registered office of the company during business hours on working daysof the company up to the date of ensuing Annual General Meeting. If any member isinterested in inspecting the same such member may write to the company secretary inadvance.

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

22. SHARE CAPITAL AUDIT

• Pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 certificates on half-yearly basis have been issued by a CompanySecretary-in-Practice for due compliance of share transfer formalities by the Company

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

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 latesttechnology. The particulars relating to energy conservation technology absorptionforeign exchange as required to be disclosed under section 134(3)(m) of the CompaniesAct2013 read with Rule 8(3) of the Companies (Accounts) Rule2014 are annexed as anAnnexure ‘E’ and forms part of this Report.

24. CORPORATE SOCIAL RESPONSIBILITY

Your Company continues its legacy of working towards betterment of the weaker sectionand in its quest to serve the weaker section of the society pursued several initiativesfor 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 withthe Companies (Corporate Social Responsibility Policy) Rules 2014 Your Company hasalready constituted Corporate Social Responsibility Committee and also has framed a CSRpolicy in accordance to the Companies Act 2013. Details of composition and working areprovided in the relevant section on the Corporate Governance Report..However Your Companyhas suffered huge losses during last two years and as per the provisions of the CompaniesAct 2013 Your Company is not require to spent any amount towards corporate socialresponsibility 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 isannexed to this report as "Annexure F"

26. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company which should be adequate and shall operate effectively. Rule8(5) of Companies (Accounts) Rules 2014 requires the information regarding adequacy ofInternal Financial Controls with reference to the financial statements to be disclosed inthe Board's report.

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the company’s policiessafeguarding of its assets the prevention and detection of the frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of thereliable financial information

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the statutory and secretarialauditors and external consultants financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the board is of the opinion that the Company’s internal financial controlswere adequate and effective during FY 2015-16.

27. AWARDS AND RECOGNITION

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

28. ACKNOWLEDGMENT

The Board place on record their appreciation for the assistance and co-operationreceived from various government authorities stakeholders bankers vendors and membersduring the year under review. Directors also wish to thank all the employees for theircontribution 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 director's report

Form AOC-1

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

Statement containing salient features of the financial statement ofsubsidiaries/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 AssociateCompanies

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 173599948 2712448160
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 314255328 1321157442
6. Profit/Loss for the year (180840) (1725276155)
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 theyear.- 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 director's report

Nomination and Remuneration Policy (Disclosure Pursuant to the provisions of section134(2) and section 178 of the Companies Act 2013) Pursuant to the provisions of Section178 of the Companies Act 2013 and Clause 49 of the Listing Agreement the Board ofDirectors of "REI AGRO LIMITED" has constituted the Nomination and RemunerationCommittee

Objective

The Key Objectives of the Committee would be:

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

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

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

Scope

This policy is applicable to Directors senior management including key managerialpersonnel (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 andindependence of a Director.

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

c) To identify persons who are qualified to become Directors and who may be appointedin 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 SeniorManagement.

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

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

Policy for appointment of Director KMP and Senior Management

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

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether 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 ManagingDirector/Whole-time Director who has attained the age of seventy years. Provided that theterm of the person holding these positions may be extended beyond the age of seventy yearswith the approval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

d) A whole time KMP of the company shall not hold office in more than one companyexcept in its subsidiary company at the same time. However a whole time KMP can beappointed 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 thecriteria specified under the provisions of the Companies Act 2013 and the ListingAgreement.

Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular

interval (yearly).

Policy relating to the Remuneration for the Directors KMP and Senior ManagementPersonnel

a) The remuneration / compensation / commission etc. to the Directors KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration / compensation / commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government whereverrequired.

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

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

d) Remuneration payable to the independent and non-executing directors of the companyshall be in accordance with the provisions of the Companies Act 2013 and the ListingAgreement

Miscellaneous

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

2013 rules made thereunder Listing Agreement or any other applicable enactment forthe 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 director's 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: 2000000000.00

Paid up Share Capital: 1357984954.00

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

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

As important documents of the company has been taken by the authorities We haveexamined the available books papers minute books forms and returns filed and otherrecords maintained by REI Agro Limited (‘The Company) for the financial year ended on31st 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 rulesmade 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 thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; (Not applicable to the company during the audit period)Thefollowing Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia 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 andTakeovers) 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 DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee 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 ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; 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 bythe management as minutes of company is taken over by the authorities.

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

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

1. The Woman Director of the company has resigned from the Company during the AuditPeriod however company has not appointed the Women Director after that during the auditperiod 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 periodas 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 filedearlier for the purpose of resignation.

We further report that

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

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

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

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

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 Aand 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 theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

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

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

5. The Compliance of provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability norof the efficacy of the effectiveness with which the management has conducted the affairsof 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 director's report

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

1. The ratio of the remuneration of each director to the median remuneration of theemployees 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 hasbeen 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 beenmade by the Company.

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

5. The explanation on the relationship between average increase in the remuneration andthe 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 bythe Company as the Company is facing losses during last few Quarters.

7. Variation in the Market Capitalisation of the Company price earning ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies.

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

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

Your Company is suffering from losses from last few quarters therefore there was noincrement in the remuneration of any of the employee including the Directors or KMP of theCompany.

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

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

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

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

During the year under review there were no employees in the Company who are gettingremuneration 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 theCompany.

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 director's report

Information As Required Under Section 134(3)(m) of The Companies Act2013 Read WithRule 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 theCompany. Company has always emphasized on conservation of energy through better controland hi- tech monitoring Company has installed energy saving features at the manufacturingfacilities by which the user saves the power consumption to a considerable extent. Regulartesting 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 thenational 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 sourcesof energy. However the Company has been regularly using the husk based captive power plantestablished in the processing unit of the Company and the wind farms for power generationin the states of Rajasthan Maharashtra Tamil Nadu and Gujarat with a total installedcapacity 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 EnergyConservation Equipments.

B. TECHNOLOGY ABSORPTION

i. The Efforts made towards technology absorption. - During the year under review nonew technology is absorbed/used by the Company.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution. -Product improvement leads to product innovation and increase inmarket share.

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

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

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

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

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 andgrain size which leads to higher yields. Use of latest technology and comprehensivemaintenance programmes reduces the energy costs and decrease the percentage of broken riceduring the process.

c. Future plan of action:

Company has taken several measures to strengthen and develop and well equipped in-houseR & 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 FinancialStatements 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