Runeecha Textiles Ltd.
|BSE: 590124||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE373L01010|
|BSE 12:30 | 31 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 590124||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE373L01010|
|BSE 12:30 | 31 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
We have pleasure in presenting the 30th Annual Report of the Company along with theAudited Financial Statements of Account and Auditor's Report thereon for the year endedMarch 31 2016.
The performance of the Company during the year was not satisfactory as the operationsat the plant werestalled due to absence of need base working capital. Your Company'sperformance during the financial year 2015-16 is summarized below:
In the view of Losses suffered by the company the Directors regret their inability torecommend dividend for the year under review.
REFERENCE TO BIFR
Since the entire capital of the company is eroded the company had made a reference toBIFR for its revival and restructuring and as such BIFR had registered our case as58/2016.
SHIFTING OF REGISTERED OFFICE FROM THE STATE OF MAHARASHTRA TO THE NCT OF DELHI
The registered office of the company is shifted from the state of Maharashtra to theNCT of Delhi w.e.f. 30.05.2016
EXTENSION OF ANNUAL GENERAL MEETING
The company had made an application to the registrar of the company to extend theperiod of holding AGM and as such the requisite permission was granted to hold the AGM onor before 31.12.2016.
PRODUCTION & SALES REVIEW
During the year under review your company had registered Rs 12.96 Lakhs as revenuefrom operations as compared to Rs 194.53 Lakh because the operations at the Plant werestalled and only the existing stock of finished goods were sold off to generate revenue.During this tenure we have been continuously approaching the Bank with the proposal toprovide the need based working capital on the basis of orders in hand. Your Company alsowrote several letters to the Bank but all in vain as till date we did not get anyappropriate response from them.
We must admit that the Board of Directors have been very supportive during this whileand have continuously made efforts to revive the company. They have been instrumental innew initiatives and in facilitating new projects in consonance with the objectives of thecompany which could contribute towards increase of revenue from the mainstream businessactivities.
Our strategic objective is to build a sustainable organization that remains relevant tothe agenda of our client while generating profitable growth for our investor. We areworking on forging such alliances that will not only complement our core competencies butalso lead us to growth trajectory. We will periodically assess the effectiveness of ourorganization structure and process to optimize it for alignment with our strategicobjectives and agility. We constantly monitor and optimize various operational parameterssuch as cost and utilization of resources distribution of employees cost of operationsand efficiencies of scale.
PROCUREMENT AND DISTRIBUTION
Procurement department purchases raw cotton and processes into cotton yarn for theweaving division. Entire yarn production is consumed internally for the manufacturing ofgrey fabrics and combed yarn has to be purchased from other spinners.
Marketing department manages order books sales and collections.
TECHNOLOGY AND NEW PRODUCT DEVELOPMENT
Management's endeavour is to maximise the quality and quantity of output from thespinning and weaving department. All efforts are focused on processing higher marginproducts with improved efficiency. The focus of the company has been on Exports andTechnical Textiles (including products for institutional sector). Our products are wellaccepted in International Market as well as in Defence Paramilitary forces Steel and OilCompanies. RTL is planning to leverage the market for safety and security solutions.
Fixed Assets: The Fixed assets as at 31st March 2016 were Rs 6021.18 Lakh.
Current Assets: The current assets as at 31st March 2016 were Rs 2975.82 Lakh asagainst Rs 4338.64 Lakhs in the previous financial year. Inventory level was at Rs 215.09Lakh as compared to the previous year level of Rs 666.73 Lakh.
Manufacturing Capacities: A state of the art manufacturing facility in JagdishpurDistrict Amethi (UP).
Spinning: Current capacity of 11520 spindles 12 ring frames 2 open end and 432rotors backed by all prepartories from Reiter.
Weaving: There are 72 PU 7100 Sulzer Rueti Shuttle-less Projectile Looms backed byadequate prepatory. Plant is equipped with Benninger Warping machine and Sucker Mullerhigh production Sizing Machines.
As on March 31 2016 the company has no subsidiary company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated underSEBI (Listing obligations and requirement) Regulations is presented in a separate sectionforming part of the Annual Report.
The company did not accept any deposits from the public during the financial year.Hence no information is required to be appended to this report.
MEETINGS OF THE BOARD
The Board met four times during the financial year the details of which are providedin Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the time gap prescribed by the Companies Act 2013 aswell as Regulation 17 of the Listing Regulations.
INDUCTION OF DIRECTOR
On the recommendation of the Nomination and Remuneration Committee the Membersappointed Mr. Krishan Murari Lal as the Independent Director of the company w.e.f. 28thSeptember 2015. We thank the shareholders for their support in confirming the appointmentof Mr. Krishan Murari Lal at the AGM of the company held on September 28 2015. We thankthe shareholders for their support in confirming his appointment.
RETIREMENTS AND RESIGNATIONS
Ms. Pooja Sabharwalwas retired at the Annual General Meeting of the company held onSeptember 28 2015 and being eligible re-appointed as non- executive director.
The term of appointment of Mr. R Shankar as Independent Director ceasedw.e.f. 28thSeptember 2015. Mr. Krishan Murari Lal and Mr. Surender Malik had resigned from thedirectorship of the Board w.e.f. 13.05.2016 and 01.06.2016 respectively. The board ofdirectors thanks them for their contribution during the tenure of their directorship.
DECLARATION BY INDEPENDENT DIRECTORS
The Company had also received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder subsection (6) of Section 149 of the Companies Act 2013 and the regulation 25of the Listing regulations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the board and separate its function of governance andmanagement. The board periodically evaluate the need for change in its composition andsize.
The Policy for selection of Directors and determining Directors independence andRemuneration Policy for Directors Key Managerial Personnel and other employees areattached as Annexure I and Annexure II respectively.
Regulation 17 of the listing regulations mandates that the board will monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be done by the board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of the independent directors will be done by the entire boardexcept the director being evaluated.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. On the basis of thePolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors a process of evaluation was followed by the Board for its ownperformance and that of its Committees and individual Directors.
FAMILIARATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link:http://www.runeecha.com//Corporate-Governance.html
COMMITTEE OF THE BOARD
Currently the board has four committees: the audit committee nomination andremuneration committee stakeholders relationship committee and risk management committee.A detailed note on the Board and its committee is provided under the CorporateGovernanceReport that forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3) (c) OF THE COMPANIES ACT 2013
Your Directors confirm that:
1. In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the annual accounts on a 'going concern' basis;
5. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Listing Regulation forms an integral part of thisReport.
CERTIFICATE ON CORPORATE GOVERNANCE
As required by the Listing Regulation the company could not obtain the certificate onCorporate Governance due to paucity of funds. However we undertake to comply with all therequirements of the Listing regulations as and when the company is acquainted with therequired funds.
PARTICULARS OF EMPLOYEES
There is no such employee in the Company who is drawing remuneration in excess oflimits laid down u/s Section 197(12) of the Companies Act 2013 read with Rules 5(1) ofthe Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 andtherefore no such particulars are furnished herewith.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulation comprises senior officers of the Company. A whistleblower through an e-mail or letter can make protected disclosures to the ComplianceOfficer or the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link: http:// www.runeecha.com/Corporate-Governance.html
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.runeecha.com//Corporate-Governance.html Your Directors draw attention ofthe members to Note 34 to the financial statement which sets out related partydisclosures.
At the Annual general meeting held on September28 2015 M/s K. N. Gutgutia& Co.Chartered Accountants were appointed as the Statutory Auditor of the Company for the termof five years till the conclusion of the 34th AGM to be held in the year 2020 subject toratification at every AGM.
COMMENTS ON AUDITORS REPORT
The Auditors Report is self-explanatory and there are no adverse observations /qualifications contained in the Auditors Report.
The Board expresses its inability to get the Secretarial Audit conducted for thefinancial year 2015-16 as required under Section 204 of the Companies Act 2013 and rulesthereunder due to scarcity of funds. However the board assured to comply with everystatutory requirement once the financial crunch is over.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3) (a) of the Companies Act 2013 an extract of AnnualReturn of the Company is annexed herewith as Annexure III to this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars prescribed under Section 134 (3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption foreign exchange earnings and outgo are not applicable to the company sincethe company had not conducted any manufacturing activities during the period under review.
The Textiles Industry was exempted from the provision of the appointment of costauditor. However Ministry vide notification dated 31.12.2014 had amended the Companies(Cost Records and Audit) Rules 2014 wherein certain segment of the Textile industry wereincluded under the preview of the Cost audit which included 'Cotton Fabric' and 'CottonYarn'. Since Cotton Fabrics and Cotton yarn are our main items of manufacturing then theprovision of the appointment of the Cost Audit becomes applicable to the company w.e.f.April 01 2015. During the f.y. 2015-16 the manufacturing activities at the plant werehalted. Therefore the company expressesits inability to comply with the said requirement.However as and when the plant becomes operational we would take necessary initiative forthe appointment of the cost auditor.
The Board expresses its inability to get the Internal Audit conducted for the financialyear 2015-16.However the board assured to comply with every statutory requirement oncethe financial crunch is over.
The company had started a sustainability initiative with the aim of going green andminimizing our impact on the environment. Like the previous years this year too we arepublishing only the statutory disclosures in the print version of the Annual report.Additional information is available on our website: www.runeecha.com.
Electronic copies of the Annual Report 2016 and notice of the 30th AGM is send to allthe members whose email addresses are registered with the company/depositaryparticipant(s). For members who have not registered their email addresses physical copiesof the Annual report 2016 and notice of 30th AGM are sent in the permitted mode. Membersrequiring physical copies may send their request to the Company Secretary.
Your Directors are pleased to place on record their sincere gratitude to theGovernment Financial Institutions Bankers customers vendors and Business Constituentsfor their continued and valuable co-operation and support to the Company. They also takethis opportunity to express their deep appreciation for the devoted and sincere servicesrendered by the employees at all levels of the operations of the Company during the year.
Your Directors also convey their grateful thanks to the shareholders for theircontinued assistance cooperation and patronage.